8-KLeadership ChangesExhibits & Filings

BRISTOL MYERS SQUIBB CO 8-K Report, Executive Changes (Jun 5, 2019)

Filed June 5, 2019For Securities:BMYCELG-RIBMYMP

Summary

Bristol-Myers Squibb (BMY) announced key leadership changes effective upon the completion of its merger with Celgene Corporation. The filing details the departure of Dr. Thomas J. Lynch, Jr., Executive Vice President and Chief Scientific Officer, who will leave by October 1, 2019, with provisions for severance and consulting services. Concurrently, Charles A. Bancroft will transition from CFO to an Executive Lead for Integration role. The most significant executive appointment is David V. Elkins as the new Executive Vice President and Chief Financial Officer. Mr. Elkins brings a strong financial background from his recent role as CFO of Celgene and prior executive finance positions at Johnson & Johnson and Becton, Dickinson and Company. His compensation package reflects his new role and includes a substantial base salary, incentive eligibility, long-term equity awards, a sign-on bonus, and equity grants, alongside change-in-control and severance benefits.

Key Highlights

  • 1Effective upon the closing of the Celgene merger, BMY announced executive leadership changes.
  • 2Dr. Thomas J. Lynch, Jr., EVP and Chief Scientific Officer, will depart the company by October 1, 2019.
  • 3Dr. Lynch will receive severance benefits, a prorated incentive payout, prorated equity vesting, and a 12-month consulting agreement at $83,333/month.
  • 4Charles A. Bancroft, current CFO, will transition to Executive Lead for Integration post-merger.
  • 5David V. Elkins has been appointed Executive Vice President and Chief Financial Officer, effective upon the closing of the merger.
  • 6Mr. Elkins joins BMY from Celgene, where he served as CFO; his prior experience includes executive finance roles at Johnson & Johnson and Becton, Dickinson and Company.
  • 7Mr. Elkins' compensation includes a $1,000,000 base salary, target 100% annual incentive, $4.8 million in LTI in 2020, a $2.1 million sign-on bonus, and a $2 million Restricted Stock Unit award.

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