Shire PLC (SHPG) filed a Form 8K - Changes in Company Executive
Management - with the U.S Securities and Exchange Commission on
April 30, 2015.
On April 30, 2015, Shire plc ("Shire") announced that Jeff
Poulton (47) has been appointed Chief Financial Officer ("CFO") of
Shire and that Mr. Poulton was elected to Shire's Board of
Directors (the "Board") on April 29, 2015. Mr. Poulton's
appointment as CFO and election as a member of the Board became
effective on April 29, 2015. Mr. Poulton also serves as a member of
Shire's Executive Committee, a position he has held since his
appointment as Interim CFO. Shire has issued the press release
attached hereto as Exhibit 99.1 which is incorporated by reference
herein.
Mr. Poulton previously served as Shire's Interim CFO, a role he
assumed on January 1, 2015. Mr. Poulton joined Shire in 2003 and in
addition to his current role, has served in a number of positions
including, in the past five years, Senior Vice President and Head
of Shire's Investor Relations, Senior Vice President and Head of
Shire's Rare Diseases Business Unit, Senior Vice President and
General Manager for Americas and Asia Pacific Commercial Operations
for Shire's Human Genetic Therapy Division, and Senior Vice
President Finance for Shire's Human Genetic Therapy Division.
Under his service contract Mr. Poulton will be entitled to an
annual base salary of $575,000 while he is CFO of Shire. This
amount is inclusive of any directors' fees payable to him,
including for Board duties performed by Mr. Poulton in the Republic
of Ireland. Base salary is reviewed annually. Mr. Poulton will also
receive a fixed contribution of 25% of base salary by way of a
retirement benefits provision. Mr. Poulton is also eligible to earn
an annual bonus under Shire's Executive Annual Incentive Plan (or
such other bonus plan that Shire may determine) with a current
target bonus level of 80% of his annual base salary and a maximum
of 160% of base salary. 75% of any bonus is payable in cash and 25%
in the form of deferred Shire stock. An annual Long Term Incentive
Plan ("LTIP") grant was made to Mr. Poulton following appointment
under Shire's new LTIP. The total award comprised a mix of Stock
Appreciation Rights ("SARs") and Restricted Stock Units ("RSUs")
granted over notional American Depositary Shares ("ADSs"). Mr.
Poulton's SAR award consisted of 8,862 ADSs, and his RSU award
consisted of 6,646 ADSs. These awards will normally vest after
three years subject to any performance conditions being satisfied,
with no consideration payable.
Mr. Poulton's employment may be terminated without cause by
either Shire or Mr. Poulton giving 12 months' notice to the other.
Following the giving of such notice Shire may accelerate the date
of termination but, if it does so, it must pay Mr. Poulton's base
salary and retirement benefit contributions for the remainder of
the notice period, and an amount determined in the discretion of
the Remuneration Committee up to a maximum of Mr. Poulton's target
annual bonus for the unserved part of the notice period, and must
provide the other benefits due to him for the notice period. Mr.
Poulton will be under a duty to seek an alternative remunerated
position and if he obtains such a position, these payments from
Shire will be reduced by the monthly base remuneration from that
alternative position. Mr. Poulton is subject to confidentiality,
non-competition and non-solicitation restrictive covenants.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/936402/000095010315003651/dp55768_8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/936402/000095010315003651/0000950103-15-003651-index.htm
Public companies must file a Form 8-K, or current report, with
the SEC generally within four days of any event that could
materially affect a company's financial position or the value of
its shares.
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