8-KLeadership Changes

VERTEX PHARMACEUTICALS INC / MA 8-K Report, Executive Changes (Apr 2, 2019)

Filed April 2, 2019For Securities:VRTX

Summary

Vertex Pharmaceuticals announced a significant leadership change in its finance department with the appointment of Charles F. Wagner, Jr. as the new Executive Vice President, Chief Financial Officer (CFO), effective April 10, 2019. Mr. Wagner brings extensive financial leadership experience from various prominent companies, including Ortho Clinical Diagnostics and Bruker Corporation. His recruitment signals a strategic move to strengthen the company's financial operations and oversight. This appointment follows the departure of the interim CFO and involves a comprehensive compensation package, including a substantial base salary, sign-on bonus, and significant equity awards (restricted stock units and performance stock units) and stock options, reflecting the importance of this role. The employment and change of control agreements also outline severance provisions designed to protect Mr. Wagner's interests in various termination scenarios, including those related to a change of control, which is standard practice for executive hires of this caliber.

Key Highlights

  • 1Appointment of Charles F. Wagner, Jr. as EVP, Chief Financial Officer, effective April 10, 2019.
  • 2Paul Silva to return to his prior role as Senior Vice President and Corporate Controller, having served as interim CFO.
  • 3Mr. Wagner has a strong financial background, previously serving as CFO for Ortho Clinical Diagnostics and Bruker Corporation.
  • 4Mr. Wagner's compensation includes a base salary of $700,000 per year.
  • 5Significant equity awards granted to Mr. Wagner, including restricted stock units, performance stock units, and stock options.
  • 6Employment agreement includes a sign-on cash bonus of $140,000.
  • 7Severance packages are detailed in both employment and change of control agreements, providing for base salary, bonus, and accelerated vesting of equity under specific termination conditions.

Frequently Asked Questions

Charles F. Wagner, Jr. has been appointed as the new Executive Vice President, Chief Financial Officer, effective April 10, 2019.

Mr. Wagner brings extensive experience, having served as Chief Financial Officer for Ortho Clinical Diagnostics (a Carlyle Group portfolio company) and Bruker Corporation, among other previous CFO roles at companies like Progress Software Corporation and Millipore Corporation.

Mr. Wagner's compensation includes an initial base salary of $700,000, a $140,000 sign-on cash bonus, a $700,000 restricted stock unit award, two performance stock unit awards valued at $700,000 (target), and a stock option grant with a fair market value of $600,000. He will also participate in annual cash bonus and equity programs.

In case of termination for good reason by Mr. Wagner or termination without cause by the company, he will receive 12 months of severance pay equal to his base salary plus target bonus. Under a change of control provision, specific termination scenarios within a defined period around a change of control would result in his base salary and target bonus, a pro-rated performance bonus, and full vesting of his outstanding equity awards.