Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b) On November 21, 2017, Biogen Inc. (the Company) announced that, in connection with the
appointment of Jeffrey D. Capello as the Companys Executive Vice President and Chief Financial Officer, Gregory F. Covino, the Companys Vice President, Finance, Chief Accounting Officer and interim Principal Financial Officer, will step
down as interim Principal Financial Officer effective as of December 11, 2017.
(c) On November 21,
2017, the Company announced the appointment of Jeffrey D. Capello as Executive Vice President and Chief Financial Officer effective as of December 11, 2017.
Mr. Capello, age 53, served as the Chief Financial Officer of Beacon Health Options, Inc., a behavioral health company, with responsibility for finance, human
resources, information technology, real estate and procurement, from October 2016 until November 2017. From July 2015 until September 2016, Mr. Capello was the founder and Chief Executive Officer of Monomoy Advisors which focuses on helping
companies drive shareholder value. From July 2014 until June 2015, Mr. Capello served as the Executive Vice President and Chief Financial Officer of Ortho-Clinical Diagnostics, an in vitro diagnostics company that was acquired by the Carlyle
Group from Johnson & Johnson, with responsibility for global finance and business development. Prior to his role at Ortho-Clinical Diagnostics, Mr. Capello served as Chief Financial Officer and Executive Vice President of Boston
Scientific Corporation, a worldwide developer, manufacturer and marketer of medical devices, from March 2010 to December 2013. At Boston Scientific, Mr. Capello was responsible for the worldwide management of Boston Scientifics finance,
information systems, business development and corporate strategy functions. Mr. Capello joined Boston Scientific in June 2008 and served as Senior Vice President and Chief Accounting Officer until March 2010. Prior to joining Boston Scientific,
he was the Senior Vice President and Chief Financial Officer with responsibilities for global finance and business development at PerkinElmer, Inc., a life sciences tool company, from 2006 to 2008. Previously, he served as PerkinElmers Vice
President of Finance, Corporate Controller, Treasurer and Chief Accounting Officer from 2001 to 2006. Prior to his tenure at PerkinElmer, Mr. Capello was a Partner at PricewaterhouseCoopers LLP, both in the United States and in the Netherlands.
Mr. Capello serves on the Board of Directors of OvaScience, Inc., a biotechnology company, and on the Board of Directors of Flex Pharma, Inc., a biotechnology company. Mr. Capello holds a B.S. degree in Business Administration from the
University of Vermont and an M.B.A. degree from Harvard Business School. Mr. Capello is also a certified public accountant.
Under the terms of an offer letter
that Mr. Capello entered into in connection with his hiring as Executive Vice President and Chief Financial Officer of the Company, his base salary will be $750,000 and, beginning in 2018, he is eligible to participate in the Companys
annual bonus plan with a target bonus of 70% of his annual base salary. The offer letter also provides that Mr. Capello will receive a
one-time
cash
sign-on
bonus
of $520,000, which will be paid after his start date. Mr. Capellos
one-time
cash
sign-on
bonus is subject to recoupment by the Company as follows: 100% of his
cash
sign-on
bonus is subject to recoupment if Mr. Capellos employment terminates within the first year of his employment; 70% of his cash
sign-on
bonus is
subject to recoupment if Mr. Capellos employment terminates within the second year of his employment; and 35% of his cash
sign-on
bonus is subject to recoupment if Mr. Capellos employment
terminates within the third year of his employment.
In addition, the offer letter provides that Mr. Capello will be eligible to participate in the Biogen Inc.
2017 Omnibus Equity Plan (the 2017 Plan) and will receive, under the 2017 Plan, (a) performance stock units with a grant date value of $1,500,000 and (b) market stock units with a grant date value of $1,500,000, each award to
be made on the first trading day of the month following his start date. The performance stock units will convert into shares of the Companys common stock and cash and will cliff vest after three years based on the achievement of specified
performance goals. The market stock units are performance-based restricted stock units that will convert into shares of the Companys common stock and are earned based on the growth of the Companys common stock price from the date of
grant to each of the three annual vesting dates. On each vesting date, the performance multiplier is derived based on the stock price growth measured from the grant date to each of the three annual vesting dates using the average closing stock price
for the 30 calendar days prior to and including the grant date and each vesting date.
Under the existing executive severance plan for Executive Vice Presidents,
Mr. Capello will be entitled to receive:
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In the event of a termination of employment other than for cause and other than by reason of Mr. Capellos death or disability, he would be entitled to receive a lump sum severance payment equal to a minimum
of twelve months of his then-annual base salary and target annual bonus, with an additional two months for each full year of service to a maximum benefit of 21 months.
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2
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If, within two years following a corporate transaction or a corporate change in control, Mr. Capello experiences a termination of employment other than for cause or by reason of death or disability or experiences
an involuntary employment action, he would be entitled to a lump sum severance payment equal to two times his then-annual base salary plus target annual bonus. These payments are in lieu of any payment in the preceding paragraph.
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Mr. Capello is also entitled to receive continuation of medical and dental insurance benefits if severance is payable under the severance plan for Executive Vice
Presidents.