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.

Frequently Asked Questions

BMY announced that Dr. Thomas J. Lynch, Jr., EVP and Chief Scientific Officer, will depart by October 1, 2019. Charles A. Bancroft, the current CFO, will move to an Executive Lead for Integration role upon the closing of the Celgene merger. David V. Elkins has been appointed as the new EVP and Chief Financial Officer, effective at the closing of the merger.

David V. Elkins is the incoming Executive Vice President and Chief Financial Officer. He most recently served as Chief Financial Officer of Celgene and previously held senior finance positions at Johnson & Johnson (Group VP and CFO, Consumer Products, Medical Devices and Corporate Functions) and Becton, Dickinson and Company (EVP and CFO). He also has experience at AstraZeneca and Boeing.

Mr. Elkins will receive an annual base salary of $1,000,000, be eligible for an annual incentive bonus with a target of 100% of his base salary, and be eligible for long-term incentive awards in 2020 valued at $4,800,000. He will also receive a $2,100,000 cash sign-on payment and a $2,000,000 Restricted Stock Unit award. He will also be entitled to change-in-control and severance benefits.

Dr. Lynch will depart by October 1, 2019, and is entitled to severance benefits per the Senior Executive Severance Plan, a prorated annual incentive, and prorated vesting of equity awards. Additionally, he will enter into a 12-month consulting agreement with the company for which he will be paid $83,333 per month.