(Mark one) | ||
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
or | ||
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Delaware (State or other jurisdiction of incorporation or organization) | 22-2711928 (I.R.S. Employer Identification No.) | |
86 Morris Avenue Summit, New Jersey (Address of principal executive offices) | 07901 (Zip Code) |
Title of each class | Name of each exchange on which registered | |
Common Stock, par value $.01 per share | NASDAQ Global Select Market | |
Contingent Value Rights | NASDAQ Global Market |
Large accelerated filer x | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | Emerging growth company o | ||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o |
Item No. | Page | |
Name | Age(1) | Position |
Mark J. Alles | 59 | Chairman of the Board and Chief Executive Officer |
Richard W. Barker, D.Phil., OBE | 70 | Director |
Hans E. Bishop | 54 | Director |
Michael W. Bonney | 60 | Director |
Michael D. Casey | 73 | Director |
Carrie S. Cox | 61 | Director |
Michael A. Friedman, M.D. | 75 | Director |
Julia A. Haller, M.D. | 64 | Director |
Patricia A. Hemingway Hall | 66 | Director |
James J. Loughlin | 76 | Director |
Ernest Mario, Ph.D. | 80 | Director |
John H. Weiland | 63 | Director |
(1) | As of March 1, 2019. |
Mark J. Alles — Chairman and Chief Executive Officer, Celgene Corporation |
Specific Qualifications, Skills and Experience |
• extensive knowledge of Celgene’s business gained from his operational, commercial, and senior management positions |
• substantial prior business experiences at other leading biopharmaceutical companies |
• involvement in setting our long-term growth strategy |
• significant contributions to our superior operating performance |
• leadership skills developed while serving as an officer in the United States military |
Richard W. Barker, D.Phil., OBE — Chairman of the Health Innovation Network of South London |
Specific Qualifications, Skills and Experience |
• experienced healthcare sector leader and strategist |
• distinguished career with more than 20 years’ experience in the healthcare industry |
• senior leadership roles in the United States, the United Kingdom and elsewhere internationally |
• experience in the pharmaceutical, biotechnology and medical informatics sectors |
• broad perspective on policies and issues facing both healthcare systems and the pharmaceutical industry |
Hans E. Bishop — Co-Founder and Executive Chairman of Sana Biotechnology, Inc. |
Specific Qualifications, Skills and Experience |
• over 30 years’ experience in the healthcare industry |
• significant operational and executive leadership experience |
• membership on public company boards |
• experience in strategic, financial and operations management, risk oversight, regulatory and public policy matters, and business strategy affecting the healthcare industry |
Michael W. Bonney — Executive Chair of the Board of Kaleido Biosciences, Inc. |
Specific Qualifications, Skills and Experience |
• extensive operational, commercial, and senior management experience |
• experience serving on the board of directors (and certain key standing committees) of other companies and trade organizations |
• significant experience in senior leadership roles in the biopharmaceutical industry |
• audit committee financial expert (as that term is defined in the regulations of the SEC) |
Michael D. Casey — Independent Lead Director of Celgene Corporation |
Specific Qualifications, Skills and Experience |
• significant experience and leadership as President, Chief Executive Officer and senior officer of several pharmaceutical companies |
• previous service as a director of several pharmaceutical/biotech companies |
• long standing Board member with unique in-depth knowledge of and contributions to Celgene |
• Lead Director of Celgene since 2007 |
Carrie S. Cox — Chairman of Humacyte, Inc. |
Specific Qualifications, Skills and Experience |
• distinguished career in global healthcare |
• significant experience and leadership serving in executive positions of some of the largest and most successful multi-national healthcare companies in the world |
• responsibility for financial performance and significant capital and research and development investments |
Michael A. Friedman, M.D. — Emeritus Chief Executive Officer of City of Hope |
Specific Qualifications, Skills and Experience |
• valuable scientific and operational expertise |
• leadership skills from extensive background in cancer research and public health |
• senior officer of a leading research institution |
• deputy and acting commissioner of the FDA |
• executive officer of a major pharmaceutical company |
Julia A. Haller, M.D. — Ophthalmologist-in-Chief of the Wills Eye Hospital |
Specific Qualifications, Skills and Experience |
• valuable scientific, clinical research, managerial and operational expertise |
• leadership skills from her extensive background in research, development of innovative therapies and public health |
• significant insight and guidance with regard to our long-term strategy and vision |
Patricia A. Hemingway Hall — Former Chief Executive Officer of Health Care Service Corporation |
Specific Qualifications, Skills and Experience |
• over 30 years’ experience in the healthcare and insurance industries |
• significant operational and executive leadership experience, including leading a major health insurer in the U.S. |
• membership on public company boards and civic organizations |
• experience in strategic, financial and operations management, risk oversight, regulatory and public policy matters, and business strategy affecting the healthcare industry |
James J. Loughlin — Former National Director of the Pharmaceuticals Practice at KPMG LLP |
Specific Qualifications, Skills and Experience |
• valuable experiences as National Director of the Pharmaceuticals Practice at KPMG |
• five-year term as member of the Board of Directors of KPMG and Chairman of the Pension and Investment Committee of KPMG Board |
• service on various committees and foundations |
• extensive background in accounting and financial reporting |
• audit committee financial expert (as that term is defined in the regulations of the SEC) |
Ernest Mario, Ph.D. — Chairman of the Board of Soleno Therapeutics, Inc. |
Specific Qualifications, Skills and Experience |
• extensive executive leadership experience |
• in-depth industry knowledge leading several pharmaceutical companies |
• membership on public company boards and foundations |
• experience in financial and operations management, risk oversight, and quality and business strategy |
John H. Weiland — Former President and COO of C.R. Bard, Inc. |
Specific Qualifications, Skills and Experience |
• over 40 years in healthcare industry |
• significant operational and executive leadership experience |
• in-depth industry knowledge leading a pre-eminent healthcare company |
• membership on public company boards and foundations |
• experience in financial and operations management, risk oversight, regulatory and legislative matters and business strategy affecting our industry |
Name | Age (1) | Position |
Mark J. Alles | 59 | Chairman of the Board and Chief Executive Officer |
Nadim Ahmed | 51 | President, Global Hematology & Oncology |
Jonathan Biller | 55 | Executive Vice President and General Counsel |
Terrie J. Curran | 49 | President, Global Inflammation and Immunology |
David V. Elkins | 50 | Executive Vice President and Chief Financial Officer |
Alise Reicin, M.D. | 58 | President, Global Clinical Development |
S. J. Rupert Vessey, MA, BM BCh, FRCP, D.Phil. | 54 | President, Research and Early Development |
(1) | As of March 1, 2019 |
Name | Title |
Mark J. Alles(1) | Chairman and Chief Executive Officer |
David V. Elkins(2) | Executive Vice President and Chief Financial Officer |
Peter N. Kellogg(2) | Executive Vice President and Chief Corporate Strategy Officer |
S. J. Rupert Vessey, MA, BM BCh, FRCP, D.Phil. | President, Research & Early Development |
Alise Reicin, M.D.(3) | President, Global Clinical Development |
Terrie J. Curran | President, Global Inflammation & Immunology |
(1) | Effective February 5, 2018, Mr. Alles was appointed Chairman of the Board of Directors. |
(2) | Effective August 1, 2018, Mr. Elkins was appointed Chief Financial Officer and Mr. Kellogg was appointed Chief Corporate Strategy Officer. Prior to August 1, 2018, Mr. Kellogg served as our Chief Financial Officer. |
(3) | Effective November 1, 2018, Dr. Reicin was appointed President, Global Clinical Development. |
Total Revenue of $15.28B, a 17.5% increase year-over-year through our key commercial products: | ||||||||
Sales of $9.7 billion, an increase of 18.3% | Sales of $2.0 billion, an increase of 26.4% | Sales of $1.6 billion, an increase of 25.7% | Sales of $1.1 billion, an increase of 7.1% | |||||
GAAP Earnings Per Share of $5.51, a 51.4% increase year-over-year | ||||||||
Adjusted (non-GAAP) Earnings Per Share(1) of $8.87, a 19.2% increase year-over-year | ||||||||
(1) | For the reconciliation of the adjusted (non-GAAP) financial measures to the most comparable GAAP financial measures, see Exhibit 99.1 in this Annual Report on Form 10-K/A. |
Cumulative Total Return ($) | |||||||||||||||||
12/31/2013 | 12/31/2014 | 12/31/2015 | 12/31/2016 | 12/31/2017 | 12/31/2018 | ||||||||||||
Celgene Corporation | 100.00 | 132.40 | 141.75 | 137.01 | 123.53 | 75.86 | |||||||||||
S&P 500 | 100.00 | 113.68 | 115.24 | 129.02 | 157.17 | 150.27 | |||||||||||
NASDAQ Composite | 100.00 | 114.83 | 122.99 | 134.02 | 173.86 | 168.98 | |||||||||||
NASDAQ Biotechnology | 100.00 | 134.40 | 150.22 | 118.15 | 143.74 | 131.00 |
* | Represents a value of $100 invested on 12/31/2013 in each applicable stock or index – including reinvestment of dividends (if applicable) for each subsequent fiscal year ended December 31. |
• | In setting target pay and making compensation decisions, the Compensation Committee balances the historical and sustained performance of each NEO with expected future contributions to his/her functional areas and to the broader management of the Company. |
• | Our practice of directly linking compensation to achievement of both annual and long-term financial and strategic goals is intended to drive strong performance, align the interest of our executives with the interests of our stockholders and result in increased stockholder value. Our Compensation Committee believes in an appropriate mix of long-term versus annual objectives and has designed our annual and long-term programs to overlap financial metrics to highlight the importance of achieving both annual and long-term goals. We believe this approach reduces the risks that actions might be taken to sacrifice long-term growth to meet annual targets. |
• | The Compensation Committee reviews and approves objectives and makes compensation decisions based on the NEO's performance not only against the specific strategy and objectives of the function(s) for which he/she is responsible, but also against each NEO's engagement in broader, long-term enterprise-wide management. Aligning each NEO's variable pay to the Company’s overall strategic objectives reinforces a team-based management approach and encourages holistic results. As part of this team-based approach, we also strive to create and maintain internal fairness in our compensation arrangements. |
• | We operate in a highly complex and competitive business environment that requires attracting, retaining and engaging executives capable of leading our business. For compensation purposes, the Compensation Committee does not target a specific percentile within our peer group; rather, benchmark data is used as a reference point when making compensation determinations. The Compensation Committee, with the input of Radford (its independent compensation consultant), periodically reviews and selects our peer group. The companies in our peer group have comparable revenue and market capitalization, and constitute our primary competitors for executive talent. We also consider various surveys, including the Radford Global Life Sciences Survey, SIRS Executive Compensation Survey and Willis Towers Watson U.S. CDB Pharmaceutical Executive Database. Our peer group used for compensation decisions consists of: |
Current Peer Group | |
Abbvie Inc. | Eli Lilly and Company |
Alexion Pharmaceuticals | Gilead Sciences Inc. |
Allergan plc. | Merck & Company |
Amgen Inc. | Regeneron Pharmaceuticals |
Biogen Inc. | Vertex Pharmaceuticals (added in 2018) |
Bristol-Meyers Squibb Company |
What We Do | ||
ü | Pay for Performance | On average 88% of our NEOs' compensation is tied to performance with clearly articulated financial, strategic and Relative Total Shareholder Return (R-TSR) objectives. |
ü | Equitable Pay and Inclusive Workforce | We pay our employees equitably based on the work they do, the capabilities and experience they possess and the performance and behaviors they demonstrate. We promote a non-discriminatory and inclusive work environment that enables us to benefit from the diversity of thought that comes from a diverse and inclusive workforce. |
ü | Compensation Recovery | In the event of an executive’s fraud or misconduct that results in a material negative restatement of our financial statements, we may recoup any or all of the incentive compensation paid to that executive in excess of the amounts that would have been paid based on the restated results. We may also cancel unvested equity compensation or require the executive to repay any gains realized in excess of the amount that would have been paid to that executive based on the restated results. |
ü | Risk Mitigation | Our executive compensation programs include controls that promote a responsible and balanced risk profile: • Multiple metrics within each incentive plan that are balanced and weighted so as not to encourage focus on a single metric to the exclusion of others; • Caps on payouts under our annual and long-term incentive award programs; • Stock ownership and holding requirements; and • Pre-established grant schedule for NEOs’ equity awards as set by our Compensation Committee |
ü | Minimum Vesting | Our annual equity awards provide for a minimum vesting period of one year. |
ü | Proactive Shareholder Engagement | We maintain a robust investor outreach program that enables us to obtain ongoing feedback concerning our compensation programs and other governance matters. |
ü | Share Ownership Requirements | We maintain rigorous stock ownership requirements for our Board members and NEOs as described below: • During 2018, our Chairman and CEO had a share ownership requirement equal to a value of six times annual base salary, and he exceeded this requirement. • Each of our other NEOs' share ownership requirement is equal to a value of three times annual base salary. Mr. Kellogg and Ms. Curran exceed this requirement while Dr. Vessey (who was hired in 2015) and Mr. Elkins and Dr. Reicin (who were both hired in 2018) do not yet meet the requirement. • Each Board member’s share ownership requirement is five times the current annual retainer. See “Director Compensation — Stock Ownership Requirements for Non-Employee Directors” for more information. |
ü | Holding Period | In addition to share ownership requirements, there is a holding period on all shares issued on vested PSUs of at least one year and one day after the applicable vesting date (except in the case of certain qualifying terminations of employment). These holding periods further align compensation and value delivered to stock performance and long-term value to our stockholders. |
ü | Securities Trading Policy | We maintain a comprehensive securities trading policy which provides, among other things, that our employees who possess material non-public information regarding Celgene may not disclose or trade while in possession of such information or buy or sell our securities during any designated blackout period. Individuals classified as “insiders” (which include our NEOs) and related persons (as defined in the policy) generally may not buy or sell our securities at any time without prior approval, except under approved Rule 10b5-1 trading plans. |
ü | Change in Control Double Trigger | In 2011, we amended our Stock Incentive Plan to eliminate the “single trigger” change in control vesting provision for equity awards granted on or after July 1, 2011 and to provide that, unless otherwise determined at grant, such equity awards vest upon an involuntary termination of employment without cause that occurs within two years following a change in control (i.e. “double trigger”). |
What We Do | ||
ü | NEO Compensation Cost Analysis | To ensure that our compensation programs remain aligned with the interests of our stockholders and to further reinforce a team-based approach to management, the Compensation Committee considers the stockholder advisory vote on executive compensation and measures our NEOs’ collective compensation in relation to the collective compensation paid to named executive officers of companies within our peer group. |
ü | Independent Compensation Consultant | The independent compensation consultant, Radford, is retained directly by the Compensation Committee. |
What We Don’t Do | ||
x | No Hedging or Pledging | Board members, executives, employees and their related persons (as defined in our Securities Trading Policy) are prohibited from hedging, pledging, or engaging in any derivatives trading with respect to Company stock, without the prior approval of the CEO in extraordinary circumstances. |
x | No Backdating or Repricing | Stock options are never backdated or issued with below-market exercise prices. Re-pricing of stock options under our 2017 Stock Incentive Plan without stockholder approval is expressly prohibited. In connection with our acquisition of Juno Therapeutics in March 2018, we assumed the Juno Therapeutics Inc. 2014 Equity Incentive Plan (which does not explicitly prohibit repricing without shareholder approval). |
x | No Share Recycling or Evergreen Provisions Under 2017 Stock Incentive Plan | Our 2017 Stock Incentive Plan prohibits share recycling and does not contain an evergreen renewal provision. In connection with our acquisition of Juno Therapeutics in March 2018, we assumed the Juno Therapeutics Inc. 2014 Equity Incentive Plan (which plan permits share recycling and contains an evergreen renewal provision). |
x | No Dividends Payable on Options, SARs or Unvested Equity Under 2017 Stock Incentive Plan | Our 2017 Stock Incentive Plan provides that the holder of any stock option or stock appreciation right may not receive dividends with respect to the underlying shares and that the holder of any other equity award will not receive dividend payments unless the underlying shares have vested. The Juno Therapeutics Inc. 2014 Equity Incentive Plan assumed by the Company generally does not condition dividend payments in respect of other equity awards on the vesting of the underlying shares. |
Say on Pay – Advisory Vote on Executive Compensation – 94% |
At the 2018 Annual Meeting of Stockholders, we conducted our eighth annual non-binding advisory vote on executive compensation paid to our NEOs. Approximately 94% of the votes cast were in favor of our NEO compensation as described in the 2018 proxy statement. The Compensation Committee reviewed these final vote results, which reinforced our pay for performance philosophy, and the Compensation Committee also determined that the structure of our executive compensation policies continues to be appropriately aligned to the achievement of Company goals and objectives and stockholder best interests. |
Approximately 91% of our Chairman and CEO’s target compensation is performance-based. |
Approximately 88% of our other NEOs' target compensation is performance-based. |
Compensation Element | Description | Performance Measurements/Considerations | |
Base Salary | • Fixed cash-based compensation that is reflective of each NEO’s contributions, experience, responsibilities and potential to contribute to our future success | • Reviewed annually and adjusted as appropriate | |
Annual Incentives: Management Incentive Plan (MIP) | • Variable cash-based compensation • Focuses executives on achieving annual financial and strategic results and builds the foundation for long-term value creation | • 56% Financial objectives • 28% Total Revenue • 28% Adjusted EPS(1) • 44% Strategic corporate objectives | |
Performance-Based | Long-Term Incentives (LTI) - Equity | • Designed to motivate and reward for sustained, evidenced, high-value contributions that drive on-going success and provide direct alignment to stockholders • LTI granted in the form of equity via: • 50% Stock Options • 30% Performance Stock Units (PSUs) • 20% Restricted Stock Units (RSUs) • PSUs reward three-year financial and R-TSR results • Opportunity for additional grants based on achievement of performance objectives and value creation. Employee Board members are not eligible for grants for director service. | • Stock Options • Performance-based, providing value only if there is future stock price appreciation • PSUs • 37.5% - Three-year Total Revenue • 37.5% - Three-year Adjusted EPS(1) • 25% - Three-year R-TSR • RSUs • Promotes retention and stock ownership, and focuses NEOs on enhancing stockholder value |
Long-Term Incentives (LTI) - Cash | • Changed to PSUs in fiscal 2015, except for Dr. Vessey, who received an award under our 2016–2018 LTIP cycle and Ms. Curran who received awards under our 2016-2018 LTIP and 2017-2019 LTIP cycles before becoming executive officers • Payable in cash or restricted shares, at discretion of Compensation Committee | • 37.5% - Three-year Total Revenue • 37.5% - Three-year Adjusted EPS(1) • 25% - Three-year R-TSR | |
Other | • Health and Welfare Benefits • 401(k) Match • Reimbursement for tax and financial services up to $15,000 annually |
(1) | In addition to financial information prepared in accordance with U.S. GAAP, this document also contains adjusted financial measures based on management’s view of performance. For the reconciliation of the adjusted (non-GAAP) financial measures to the most comparable GAAP financial measures see Exhibit 99.1 to this Annual Report on Form 10-K/A. |
NEO | 2017 Salary ($) | 2018 Salary ($) | Effective Date of Salary Adjustment | % Increase | Reason | |||
Mark J. Alles | 1,300,000 | 1,365,000 | 3/1/2018 | 5 | % | Merit and performance increase | ||
S. J. Rupert Vessey, MA, BM BCh, FRCP, D.Phil. | 695,300 | 800,000 | 3/1/2018 | 15 | % | Reflects merit increase, performance increase and continued movement toward a more competitive level of base salary | ||
Peter N. Kellogg | 875,500 | 920,000 | 3/1/2018 | 5 | % | Merit and performance increase | ||
Terrie J. Curran | 600,000 | 625,000 | 3/1/2018 | 4 | % | Merit and performance increase |
• | execution on near-term clinical and regulatory milestones across our hematology/oncology portfolio: REVLIMID® in non-Hodgkin’s lymphoma and in combination with bortezomib in multiple myeloma; POMALYST® in combination with bortezomib in multiple myeloma; and other marketed and late-stage pipeline assets including ABRAXANE® and fedratinib |
• | execution on near-term clinical and regulatory milestones across our inflammation/immunology portfolio: OTEZLA® in Behçet’s disease and scalp psoriasis; and ozanimod in relapsing multiple sclerosis |
• | acceleration of mid-stage pipeline assets: luspatercept in MDS and beta thalassemia; bb2121 in multiple myeloma; ozanimod in inflammatory bowel disease; liso-cel (JCAR017) in lymphoma; tislelizumab in solid tumors; marizomib in glioblastoma; CC-220 in lupus and multiple myeloma; and other mid-stage assets |
• | expansion of long-term growth opportunities: business development focused on late-stage assets and advancing the early-stage pipeline through IND submissions, first-in-human studies, lead optimization and other research activities |
(1) | In addition to financial information prepared in accordance with U.S. GAAP, this document also contains adjusted financial measures based on management’s view of performance. Further information relevant to the interpretation of adjusted financial measures may be found in Exhibit 99.1 of this Annual Report on Form 10-K/A. |
NEO | Bonus Target from 1/1/2018 to 2/28/2018 as % of Earned Salary | Bonus Target from 3/1/2018 to 12/31/2018 as % of Earned Salary(1) | Corporate Weighting X Corporate Score | Bonus Paid(2) ($) | |||
Mark J. Alles | 150 | % | 150 | % | 100% x 137.5% | 2,792,969 | |
David V. Elkins | n/a | 85 | % | 100% x 137.5% | 993,438 | ||
Peter N. Kellogg | 80 | % | 90 | % | 100% x 137.5% | 1,109,039 | |
S. J. Rupert Vessey, MA, BM BCh, FRCP, D.Phil. | 80 | % | 80 | % | 100% x 137.5% | 860,805 | |
Alise Reicin, M.D. | n/a | 80 | % | 100% x 137.5% | 836,000 | ||
Terrie J. Curran | 75 | % | 75 | % | 100% x 137.5% | 640,234 |
(1) | Bonus target changes reflect continued movement towards more competitive target incentive levels. |
(2) | Bonus paid is based on salary earned multiplied by each bonus target over the relevant time period in fiscal 2018. For Mr. Elkins and Dr. Reicin, their offer letters provided them with a minimum target bonus payment for 2018 equal to their respective target bonus percentages of their base salaries. |
Active PSU Performance Cycle | Measurements | Weight | Threshold, Target & Maximum of Financial Measures |
2016–2018 | Total Revenue | 37.5% | 90%–100%–110% |
2017–2019 | Adjusted EPS(1) | 37.5% | 90%–100%–110% |
2018–2020 | R-TSR | 25% | 35th–50th–80th |
(percentiles) |
(1) | In addition to financial information prepared in accordance with U.S. GAAP, this document also contains adjusted financial measures based on management’s view of performance. Further information relevant to the interpretation of adjusted financial measures may be found in Exhibit 99.1 of this Annual Report on Form 10-K/A. |
Type | General Terms |
Stock Options | • Granted upon hire, then annually on a quarterly pre-set schedule determined by the Compensation Committee • Service-based vesting over four years (25% per year) • Ten-year term • Subject to recovery |
PSUs | • Granted annually on a pre-set schedule determined by the Compensation Committee • Three-year performance and measurement period, subject to attainment of defined, weighted metrics approved by the Compensation Committee prior to the grant as follows: • 37.5% Total Revenue • 37.5% Adjusted EPS(1) • 25% R-TSR • Shares issued on vested PSUs must be held for one year and one day from the vesting date of the applicable performance grant cycle (except in the case of certain qualifying terminations of employment) • Subject to recovery |
RSUs | • Granted upon hire, then annually on pre-set schedule determined by the Compensation Committee • Service-based cliff vesting for our annual grants (generally, 100% vested on third anniversary of grant date) • Subject to recovery |
General Provisions for Death, Disability, Termination as a result of Change in Control and Retirement for Stock Options, RSUs and PSUs | • In the event of (i) death, (ii) permanent disability or (iii) involuntary termination without cause within two years as a result of a change in control (i.e. a double-trigger) (a “CiC Termination”), the vesting of stock options, RSUs and PSUs will accelerate, except that shares issued on vested PSUs will be based on actual plan performance as of the last day of the calendar quarter preceding the date of death, disability or CiC Termination (but shares issued on vested PSUs in case of a CiC Termination will not be less than the target payout amount, pro-rated based on service during performance period) • If the NEO attains retirement as defined in our equity plans and has given at least six months’ notice of the intent to retire, as of the date of retirement: • RSUs will vest on retirement, but will be payable on the earliest of death, disability or the originally scheduled vesting date • PSUs will continue to vest and a pro rata portion (based on number of completed months of employment during the performance period) will be payable at the end of the performance period based on actual results • Stock options will continue to vest and will remain exercisable until the earlier of three years after retirement or the original expiration date |
(1) | In addition to financial information prepared in accordance with U.S. GAAP, this document also contains adjusted financial measures based on management’s view of performance. Further information relevant to the interpretation of adjusted financial measures may be found in Exhibit 99.1 of this Annual Report on Form 10-K/A. |
PSUs for the 2018–2020 Performance Cycle(1) | |||||
Name | Stock Options (#) | RSUs (#) | Threshold (#) | Target (#) | Max (#) |
Mark J. Alles | 211,583 | 30,079 | 22,560 | 45,119 | 90,238 |
David V. Elkins(2) | 103,913 | 74,842 | 5,544 | 11,088 | 22,176 |
Peter N. Kellogg | 74,233 | 10,301 | 7,726 | 15,452 | 30,904 |
S. J. Rupert Vessey, MA, BM BCh, FRCP, D.Phil. | 66,155 | 9,271 | 6,953 | 13,906 | 27,812 |
Alise Reicin, M.D.(3) | 42,500 | 35,710 | 4,464 | 8,927 | 17,854 |
Terrie J. Curran | 45,725 | 6,593 | 4,945 | 9,889 | 19,778 |
(1) | In addition to the PSUs granted to Mr. Elkins and Dr. Reicin for 2018-2020 performance cycle, they were granted PSUs in 2018 for the 2017-2019 performance cycle as follows: |
Name | Threshold (#) | Target (#) | Max (#) |
David V. Elkins | 3,326 | 6,652 | 13,304 |
Alise Reicin, M.D. | 2,149 | 4,298 | 8,596 |
(2) | Pursuant to his offer letter with us, Mr. Elkins received a new hire grant in 2018 having a total value of $11,350,000, granted to him in the form of stock options ($3,000,000), RSUs ($6,750,000) and PSUs ($1,600,000). A portion of the PSU value ($600,000) was granted under the 2017 – 2019 Long-Term Incentive Plan (“LTIP”) cycle, and the remaining portion of the PSU value ($1,000,000) was granted under the 2018 – 2020 LTIP cycle. |
(3) | Pursuant to her offer letter with us, Dr. Reicin received a new hire grant in 2018 having a total value of $4,700,000, granted to her in the form of stock options ($1,000,000), RSUs ($2,700,000) and PSUs ($1,000,000). A portion of the PSU value ($325,000) was granted under the 2017 – 2019 LTIP cycle, and the remaining portion of the PSU value ($675,000) was granted under the 2018 – 2020 LTIP cycle. |
Threshold (#) | Target (#) | Maximum (#) | 2016–2018 Payout (#) | |
Name | 50% | 100% | 200% | |
Mark J. Alles | 11,706 | 23,412 | 46,824 | 33,809 |
Peter N. Kellogg | 5,122 | 10,243 | 20,486 | 14,792 |
(1) | In addition to financial information prepared in accordance with U.S. GAAP, this document also contains adjusted financial measures based on management’s view of performance. Further information relevant to the interpretation of adjusted financial measures may be found in Exhibit 99.1 of this Annual Report on Form 10-K/A. |
Active LTIP Performance Cycle | Measurements | Weight | Threshold, Target & Maximum of Financial Measures |
2016–2018 | Total Revenue | 37.5% | 90%–100%–110% |
2017–2019 | Adjusted EPS(1) | 37.5% | 90%–100%–110% |
2018–2020 | R-TSR | 25% | 35th–50th–80th |
(percentiles) |
(1) | In addition to financial information prepared in accordance with U.S. GAAP, this document also contains adjusted financial measures based on management’s view of performance. Further information relevant to the interpretation of adjusted financial measures may be found in Exhibit 99.1 of this Annual Report on Form 10-K/A. |
• | Nonqualified Deferred Compensation Plan (Nonqualified Plan): An unfunded plan to which certain U.S.-based management-level employees and each of our NEOs may elect to defer up to 90% of their base salary and up to 100% of their MIP and LTIP payments. Our NEOs were not eligible to receive matching contributions under the Nonqualified Plan. |
• | 401(k) Plan: Our 401(k) Plan is a tax-qualified retirement savings plan available to all of our eligible employees, including our NEOs. We make matching contributions under our 401(k) Plan in the form of shares of our Common Stock to the Plan accounts of all eligible employees (up to 6% of their eligible earnings or the maximum permitted by law) who participate in the 401(k) Plan and are active employees on the final day of the Plan calendar year or terminated under our qualified retirement requirements during the plan year, including our NEOs. Matching contributions for all employees, including our NEOs, vest 20% per year for the first five years of employment, after which all current and future contributions are 100% vested. For fiscal 2018, we made matching contributions to our NEOs (deposited in the first quarter of 2019) under the 401(k) Plan as follows: |
Name | Matching Contributions under the 401(k) Plan(1) |
Mark J. Alles | 195.23932 shares of Common Stock (fair value of $12,512.89) |
David V. Elkins | 195.23932 shares of Common Stock (fair value of $12,512.89) |
S. J. Rupert Vessey, MA, BM BCh, FRCP, D.Phil. | 195.23932 shares of Common Stock (fair value of $12,512.89) |
Alise Reicin, M.D. | 0 shares of Common Stock (fair value of $0) |
Terrie J. Curran | 195.23932 shares of Common Stock (fair value of $12,512.89) |
Peter N. Kellogg | 195.23932 shares of Common Stock (fair value of $12,512.89) |
(1) | The matching 401(k) Plan amounts reflect the fair value of the shares issued as of December 31, 2018 and are included in the Summary Compensation Table, column (i), which is included elsewhere in this Annual Report on Form 10-K/A. These contributions are expected to be made by mid-March 2019. |
• | Health & Welfare Benefits: We provide our NEOs health and welfare benefits that are consistent with the plans, programs and eligibility provided to other employees. In addition, we provide an excess liability insurance policy to certain senior-level eligible employees. The premiums for such policies are reported as income for our employees, including our NEOs. For fiscal 2018, we made premium payments of $3,336 on behalf of Messrs. Alles and Kellogg and Ms. Curran and $2,632 on behalf of Dr. Vessey. If applicable, attributed amounts of the perquisites and other personal benefits described above for our NEOs for fiscal 2016, fiscal 2017 and fiscal 2018 are included in column (i) of the Summary Compensation Table included elsewhere in this Annual Report on Form 10-K/A. |
• | Professional Tax and Financial counseling: Each of our NEOs is eligible for reimbursement of reasonable expenses incurred in obtaining professional tax and financial counseling, up to a maximum of $15,000 annually. If applicable, attributed amounts of the perquisites and other personal benefits described above for our NEOs for fiscal 2016, fiscal 2017 and fiscal 2018 are included in column (i) of the Summary Compensation Table included elsewhere in this Annual Report on Form 10-K/A. |
February 26, 2019 | Respectfully submitted, |
THE COMPENSATION COMMITTEE | |
Ernest Mario, Ph.D., Chairman | |
Michael D. Casey | |
Carrie S. Cox | |
James J. Loughlin |
Name and Principal Position (as of 12/31/2018) | Year | Salary ($) | Bonus (1) ($) | Stock Awards (2) ($) | Option Awards (2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (4) ($) | All Other Compensation(5) ($) | Total ($) | ||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | ||||||||
Mark J. Alles(6) | 2018 | 1,354,167 | — | 6,341,784 | 5,716,594 | 2,792,969 | — | 18,409 | 16,223,923 | ||||||||
Chief Executive Officer | 2017 | 1,266,667 | — | 5,452,454 | 4,235,469 | 2,144,623 | — | 16,772 | 13,115,985 | ||||||||
2016 | 1,062,583 | — | 4,257,765 | 3,164,081 | 3,689,654 | — | 18,334 | 12,192,417 | |||||||||
David V. Elkins (7) | 2018 | 425,000 | 1,372,500 | 8,150,960 | 2,893,426 | 270,938 | — | 21,994 | 13,134,818 | ||||||||
Executive Vice President and CFO | |||||||||||||||||
Peter N. Kellogg | 2018 | 912,583 | — | 2,171,867 | 2,015,790 | 1,109,039 | — | 29,903 | 6,239,182 | ||||||||
Former Executive Vice President and CFO | 2017 | 871,250 | — | 2,522,768 | 2,212,952 | 800,352 | — | 28,196 | 6,435,518 | ||||||||
2016 | 845,667 | — | 2,435,987 | 2,118,031 | 2,707,912 | — | 29,677 | 8,137,274 | |||||||||
S. J. Rupert Vessey, MA, BM BCh, FRCP, D.Phil. | 2018 | 782,550 | — | 1,954,624 | 1,792,776 | 1,691,163 | — | 33,663 | 6,254,776 | ||||||||
Executive Vice President, Research & Early Development | 2017 | 691,917 | — | 2,147,079 | 1,945,100 | 957,442 | — | 25,359 | 5,766,897 | ||||||||
2016 | 673,141 | — | 1,255,157 | 1,904,017 | 1,063,826 | — | 23,850 | 4,919,991 | |||||||||
Alise Reicin, M.D.(7) | 2018 | 134,583 | 1,008,000 | 3,647,756 | 1,028,662 | 228,000 | — | — | 6,047,001 | ||||||||
President, Global Clinical Development | |||||||||||||||||
Terrie J. Curran President, Global Inflammation & Immunology | 2018 | 620,833 | — | 1,390,003 | 1,231,694 | 965,001 | — | 28,170 | 4,235,701 |
(1) | Amounts reflect sign-on bonuses and minimum guaranteed annual target bonuses for 2018 to Mr. Elkins and Dr. Reicin paid to them under the terms of their respective offer letters in connection with their commencement of employment with us. All other bonuses are reportable as non-equity incentive plan compensation under column (g). |
(2) | The value of RSU awards in column (e) and stock options in column (f) equals the fair value at date of grant, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. The value of PSUs in column (e) equals the fair value at date of grant determined based on the probable outcome of the award, excluding the effect of estimated forfeitures. These values are calculated in accordance with FASB ASC 718. The assumptions used in determining the grant date fair values of these RSU, PSU and option awards for their respective years are set forth in Note 15 to our Consolidated Financial Statements included in the Annual Report on Form 10-K. For each of the applicable fiscal years, the value of the PSUs on the grant date assuming the maximum award is shown below. The amounts shown for Mr. Elkins and Dr. Reicin in the table below comprise the value of the PSUs they were granted in 2018 with respect to the 2017-2019 performance cycle (i.e., $970,294 and $616,005, respectively) and the 2018-2020 performance cycle (i.e., $1,831,627 and $1,279,441, respectively). |
NEO | 2016 PSU ($) | 2017 PSU ($) | 2018 PSU ($) | |||
Mark J. Alles | 4,916,520 | 6,654,365 | 7,682,634 | |||
David V. Elkins | — | — | 2,801,921 | |||
Peter N. Kellogg | 2,151,030 | 2,627,188 | 2,631,089 | |||
S. J. Rupert Vessey, MA, BM BCh, FRCP, D.Phil. | 2,151,030 | 2,235,927 | 2,367,852 | |||
Alise Reicin, M.D. | — | — | 1,895,446 | |||
Terrie J. Curran | — | — | 1,683,854 |
(4) | We do not have a pension plan for our NEOs. Under our Nonqualified Plan, there are no above-market or preferential earnings. |
(5) | The amounts in column (i) reflect the following: |
Name | Year | Value of Employer Contributions to the Nonqualified Plan ($) | Value of Matching Contributions To the 401(k) Plan in Shares of Common Stock* ($) | Professional Tax and Financial Counseling ($) | Excess Liability Insurance Premiums ($) | Contributions to Health Savings Account ($) | Gross-up for Taxes ($) | Other ($) | Total ($) | ||||||||
Mark J. Alles | 2018 | — | 12,513 | — | 3,336 | — | 2,560 | — | 18,409 | ||||||||
2017 | — | 13,789 | — | 2,983 | — | — | — | 16,772 | |||||||||
2016 | — | 17,382 | — | 952 | — | — | — | 18,334 | |||||||||
David V. Elkins | 2018 | — | 12,513 | 4,300 | — | 1,008 | 4,173 | — | 21,994 | ||||||||
Peter N. Kellogg | 2018 | — | 12,513 | 12,776 | 3,336 | — | 1,278 | — | 29,903 | ||||||||
2017 | — | 13,789 | 11,424 | 2,983 | — | — | — | 28,196 | |||||||||
2016 | — | 17,382 | 9,591 | 2,704 | — | — | — | 29,677 | |||||||||
S. J. Rupert Vessey, MA, BM BCh, FRCP, D.Phil. | 2018 | — | 12,513 | 10,787 | 2,632 | — | 7,731 | — | 33,663 | ||||||||
2017 | — | 13,789 | 9,959 | 1,611 | — | — | — | 25,359 | |||||||||
2016 | — | 17,382 | 5,938 | 530 | — | — | — | 23,850 | |||||||||
Alise Reicin, M.D. | 2018 | — | — | — | — | — | — | — | — | ||||||||
Terrie J. Curran | 2018 | — | 12,513 | — | 3,336 | 2,565 | 9,756 | — | 28,170 |
* | The value of the matching contributions to the 401(k) Plan is based on the number of shares of Common Stock multiplied by the closing price of our Common Stock on December 31 of the respective year. |
• | There have been no significant changes to our broad-based compensation arrangements that would reasonably be expected to result in a significant change to the compensation of our median employee. Specifically, the consistently applied compensation measure used to identify that employee for fiscal 2017 disclosure, which consisted of, for each employee, (A) annual base salary for salaried employees (or hourly rate multiplied by expected annual work schedule, |
• | For purposes of this disclosure, there were no significant changes to our employee population that would be reasonably expected to result in a significant change in our median employee, after omitting, as permitted by SEC rules, approximately 663 employees that became employees of Celgene as a result of our acquisition of Juno Therapeutics in March 2018. Moreover, because annual equity grants were made to former employees of Juno Therapeutics prior to the acquisition, their reportable compensation received as employees of Celgene were not representative of the 2018 total annual compensation that they would receive as employees of Celgene for the full fiscal year. As a result, we believe that the omission of these employees for purposes of this disclosure presents a more accurate depiction of our CEO pay ratio calculation. |
Name | Grant Date | Committee Action Date(1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | All Other Stock Awards: Number of Shares of Stock or Units(4) (#) | All Other Option Awards: Number of Securities Underlying Options(4) (#) | Exercise or Base Price of Option Awards(5) ($/Sh) | Grant Date Fair Value of Stock and Option Awards(6) ($) | ||||||||||||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | |||||||||||
Mark J. Alles | ||||||||||||||||||||||
1/29/2018 | 2/21/2017 | 33,881 | 103.26 | 1,109,267 | ||||||||||||||||||
3/1/2018 | 2/13/2018 | - | 2,047,500 | 4,095,000 | ||||||||||||||||||
3/1/2018 | 2/13/2018 | 22,560 | 45,119 | 90,238 | 3,841,317 | |||||||||||||||||
5/8/2018 | 2/13/2018 | 59,234 | 83.13 | 1,608,683 | ||||||||||||||||||
5/8/2018 | 2/13/2018 | 30,079 | - | 2,500,467 | ||||||||||||||||||
7/30/2018 | 2/13/2018 | 59,234 | 88.91 | 1,683,738 | ||||||||||||||||||
10/29/2018 | 2/13/2018 | 59,234 | 71.43 | 1,314,906 | ||||||||||||||||||
David V. Elkins | ||||||||||||||||||||||
8/1/2018 | 5/23/2018 | 103,913 | 90.19 | 2,893,426 | ||||||||||||||||||
8/1/2018 | 5/23/2018 | 74,842 | 6,750,000 | |||||||||||||||||||
8/1/2018 | 5/23/2018 | 3,326 | 6,652 | 13,304 | 485,147 | |||||||||||||||||
8/1/2018 | 5/23/2018 | 5,544 | 11,088 | 22,176 | 915,813 | |||||||||||||||||
8/1/2018 | 5/23/2018 | - | 722,500 | 1,445,000 | ||||||||||||||||||
Peter N. Kellogg | ||||||||||||||||||||||
1/29/2018 | 2/21/2017 | 13,377 | 103.26 | 437,964 | ||||||||||||||||||
3/1/2018 | 2/13/2018 | - | 828,000 | 1,656,000 | ||||||||||||||||||
3/1/2018 | 2/13/2018 | 7,726 | 15,452 | 30,904 | 1,315,545 | |||||||||||||||||
5/8/2018 | 2/13/2018 | 20,285 | 83.13 | 550,902 | ||||||||||||||||||
5/8/2018 | 2/13/2018 | 10,301 | 856,322 | |||||||||||||||||||
7/30/2018 | 2/13/2018 | 20,285 | 88.91 | 576,605 | ||||||||||||||||||
10/29/2018 | 2/13/2018 | 20,286 | 71.43 | 450,319 | ||||||||||||||||||
S. J. Rupert Vessey, MA, BM BCh, FRCP, D.Phil. | ||||||||||||||||||||||
1/29/2018 | 2/21/2017 | 11,384 | 103.26 | 372,713 | ||||||||||||||||||
3/1/2018 | 2/13/2018 | - | 640,000 | 1,280,000 | ||||||||||||||||||
3/1/2018 | 2/13/2018 | 6,953 | 13,906 | 27,812 | 1,183,926 | |||||||||||||||||
5/8/2018 | 2/13/2018 | 18,257 | 83.13 | 495,825 | ||||||||||||||||||
5/8/2018 | 2/13/2018 | 9,271 | 770,698 | |||||||||||||||||||
7/30/2018 | 2/13/2018 | 18,257 | 88.91 | 518,959 | ||||||||||||||||||
10/29/2018 | 2/13/2018 | 18,257 | 71.43 | 405,278 | ||||||||||||||||||
Alise Reicin, M.D. | ||||||||||||||||||||||
11/1/2018 | 9/26/2018 | - | 608,000 | 1,216,000 | ||||||||||||||||||
11/1/2018 | 9/26/2018 | 42,500 | 75.61 | 1,028,662 | ||||||||||||||||||
11/1/2018 | 9/26/2018 | 35,710 | 2,700,033 | |||||||||||||||||||
11/1/2018 | 9/26/2018 | 2,149 | 4,298 | 8,596 | 308,003 | |||||||||||||||||
11/1/2018 | 9/26/2018 | 4,464 | 8,927 | 17,854 | 639,721 | |||||||||||||||||
Name | Grant Date | Committee Action Date(1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | All Other Stock Awards: Number of Shares of Stock or Units(4) (#) | All Other Option Awards: Number of Securities Underlying Options(4) (#) | Exercise or Base Price of Option Awards(5) ($/Sh) | Grant Date Fair Value of Stock and Option Awards(6) ($) | ||||||||||||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | |||||||||||
Terrie J. Curran | ||||||||||||||||||||||
1/29/2018 | 2/21/2017 | 6,777 | 103.26 | 221,880 | ||||||||||||||||||
3/1/2018 | 2/13/2018 | - | 468,750 | 937,500 | ||||||||||||||||||
3/1/2018 | 2/13/2018 | 4,945 | 9,889 | 19,778 | 841,927 | |||||||||||||||||
5/8/2018 | 2/13/2018 | 12,982 | 83.13 | 352,566 | ||||||||||||||||||
5/8/2018 | 2/13/2018 | 6,593 | 548,076 | |||||||||||||||||||
7/30/2018 | 2/13/2018 | 12,983 | 88.91 | 369,044 | ||||||||||||||||||
10/29/2018 | 2/13/2018 | 12,983 | 71.43 | 288,203 |
(1) | “Committee Action Date” refers to the date the Compensation Committee voted to approve the fiscal 2018 stock option, RSU and PSU grants listed in column (b), with respect to stock options, RSUs and PSUs granted under our equity plans. |
(2) | The amounts reflected in columns (d) and (e) include the potential target and maximum payouts of the awards granted in fiscal 2018 to each NEO under the MIP, which were established by the Compensation Committee on February 13, 2018. See “Elements of Our Compensation Programs for NEOs & Compensation Actions — Annual Bonus” under the heading “Compensation Discussion and Analysis” for more information regarding the 2018 bonus targets under the MIP and the actual amounts that were approved by the Compensation Committee on January 28, 2019, which amounts were paid to the NEOs shortly thereafter under the MIP. For all of our NEOs the maximum potential bonus payout was 200% of their annual bonus target. |
(3) | The amounts reflected in columns (f), (g) and (h) represent the threshold, target and maximum number of shares of Celgene Common Stock that can be delivered at the end of the three-year PSU measurement period. The number of shares to be delivered under the PSU grants depends on the level of achievement compared to established threshold, target and maximum levels for total revenue, adjusted EPS and R-TSR, with linear interpolation used to determine the payout percentage if performance levels fall between threshold, target and maximum levels. If performance goals do not reach the threshold level then no shares will be delivered. For more information about PSUs, see “Compensation Discussion and Analysis — Long-Term Incentives — Equity Grants” elsewhere in this Annual Report on Form 10-K/A. |
(4) | All stock options and RSUs granted in fiscal 2018 were granted pursuant to our equity plans. All options were granted with an exercise price equal to the fair market value of Common Stock on the effective date of grant and vest in four equal annual installments beginning on the first anniversary of the grant date. All RSUs vest in full on the third anniversary of the grant date except for those granted to Mr. Elkins and Dr. Reicin which RSUs will vest in three equal installments on each of the anniversary of the grant date. |
(5) | This column reflects the closing price of the shares of our Common Stock on the date of the grant, which equals the exercise price for the stock options granted and the grant date fair value per share of RSUs granted. |
(6) | This column reflects the full grant date fair value of stock options and RSUs computed in accordance with FASB ASC 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions, granted to the NEO in fiscal 2018. This column also reflects the grant date fair value of PSUs computed in accordance with FASB ASC 718 determined based on the probable outcome of the award (i.e., achievement at target performance), excluding the effect of estimated forfeitures. The actual value, if any, that a NEO may realize upon exercise of stock options will depend on the excess of the stock price over the exercise price on the date of exercise, so there is no assurance that the value realized by a NEO will be at or near the value computed in accordance with FASB ASC 718. The assumptions used in determining the grant date fair values of these awards are set forth in Note 15 to our Consolidated Financial Statements, which are included in the Annual Report on Form 10-K. |
Option Awards | Stock Awards | |||||||||||
Name | Grant Date | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Equity Incentive Plan Awards: Number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of share or units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | ||
(a) | (b) (1) | (c) (2) | (d) | (e) | (f) | (g) (3) | (h) (4) | (i) (5) | (j) (4) | |||
Mark J. Alles | ||||||||||||
3/1/2016 | 33,809 | 2,166,819 | ||||||||||
3/1/2017 | 12,848 | 823,428 | ||||||||||
3/1/2018 | 22,560 | 1,445,838 | ||||||||||
5/2/2016 | 15,608 | 1,000,317 | ||||||||||
5/1/2017 | 17,131 | 1,097,926 | ||||||||||
5/8/2018 | 30,079 | 1,927,763 | ||||||||||
7/31/2017 | 8,470 | 25,411 | 135.41 | 7/31/2027 | ||||||||
7/27/2015 | 6,468 | 0 | 132.56 | 7/27/2025 | ||||||||
7/27/2015 | 0 | 2,157 | 132.56 | 7/27/2025 | ||||||||
5/1/2017 | 8,470 | 25,410 | 124.06 | 5/1/2027 | ||||||||
2/2/2015 | 7,631 | 0 | 118.57 | 2/2/2025 | ||||||||
2/2/2015 | 0 | 843 | 118.57 | 2/2/2025 | ||||||||
2/2/2015 | 0 | 1,701 | 118.57 | 2/2/2025 | ||||||||
12/19/2014 | 11,752 | 0 | 117.18 | 12/19/2024 | ||||||||
12/19/2014 | 3,918 | 0 | 117.18 | 12/19/2024 | ||||||||
8/1/2016 | 0 | 7,418 | 114.69 | 8/1/2026 | ||||||||
8/1/2016 | 14,834 | 7,417 | 114.69 | 8/1/2026 | ||||||||
11/9/2015 | 6,468 | 0 | 114.08 | 11/9/2025 | ||||||||
11/9/2015 | 0 | 2,157 | 114.08 | 11/9/2025 | ||||||||
1/30/2017 | 0 | 883 | 113.18 | 1/30/2027 | ||||||||
1/30/2017 | 7,417 | 14,834 | 113.18 | 1/30/2027 | ||||||||
1/30/2017 | 0 | 6,535 | 113.18 | 1/30/2027 | ||||||||
5/4/2015 | 6,468 | 0 | 109.90 | 5/4/2025 | ||||||||
5/4/2015 | 0 | 2,157 | 109.90 | 5/4/2025 | ||||||||
5/2/2016 | 0 | 7,418 | 104.97 | 5/2/2026 | ||||||||
5/2/2016 | 14,834 | 7,417 | 104.97 | 5/2/2026 | ||||||||
1/29/2018 | 0 | 968 | 103.26 | 1/29/2028 | ||||||||
1/29/2018 | 0 | 7,502 | 103.26 | 1/29/2028 | ||||||||
1/29/2018 | 0 | 25,411 | 103.26 | 1/29/2028 | ||||||||
10/27/2014 | 1 | 0 | 103.10 | 10/27/2024 | ||||||||
10/27/2014 | 2,543 | 0 | 103.10 | 10/27/2024 | ||||||||
10/27/2014 | 7,631 | 0 | 103.10 | 10/27/2024 | ||||||||
10/31/2016 | 0 | 7,418 | 102.18 | 10/31/2026 | ||||||||
10/31/2016 | 14,834 | 7,417 | 102.18 | 10/31/2026 | ||||||||
10/30/2017 | 0 | 8,470 | 100.97 | 10/30/2027 | ||||||||
10/30/2017 | 8,470 | 16,941 | 100.97 | 10/30/2027 | ||||||||
2/1/2016 | 0 | 992 | 100.80 | 2/1/2026 |
Mark J. Alles Continued | ||||||||||||
Option Awards | Stock Awards | |||||||||||
Name | Grant Date | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Equity Incentive Plan Awards: Number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of share or units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | ||
(a) | (b) (1) | (c) (2) | (d) | (e) | (f) | (g) (3) | (h) (4) | (i) (5) | (j) (4) | |||
2/1/2016 | 0 | 1,165 | 100.80 | 2/1/2026 | ||||||||
2/1/2016 | 4,312 | 2,156 | 100.80 | 2/1/2026 | ||||||||
7/30/2018 | 0 | 14,808 | 88.91 | 7/30/2028 | ||||||||
7/30/2018 | 0 | 44,426 | 88.91 | 7/30/2028 | ||||||||
7/28/2014 | 15,262 | 0 | 87.64 | 7/28/2024 | ||||||||
7/28/2014 | 5,088 | 0 | 87.64 | 7/28/2024 | ||||||||
5/8/2018 | 0 | 14,808 | 83.13 | 5/8/2028 | ||||||||
5/8/2018 | 0 | 44,426 | 83.13 | 5/8/2028 | ||||||||
12/2/2013 | 13,124 | 0 | 81.56 | 12/2/2023 | ||||||||
12/2/2013 | 6,564 | 0 | 81.56 | 12/2/2023 | ||||||||
10/28/2013 | 11,824 | 0 | 78.12 | 10/28/2023 | ||||||||
10/28/2013 | 5,914 | 0 | 78.12 | 10/28/2023 | ||||||||
2/3/2014 | 1,344 | 0 | 74.30 | 2/3/2024 | ||||||||
2/3/2014 | 11,824 | 0 | 74.30 | 2/3/2024 | ||||||||
2/3/2014 | 4,570 | 0 | 74.30 | 2/3/2024 | ||||||||
10/29/2018 | 0 | 14,808 | 71.43 | 10/29/2028 | ||||||||
10/29/2018 | 0 | 44,426 | 71.43 | 10/29/2028 | ||||||||
7/29/2013 | 11,824 | 0 | 71.33 | 7/29/2023 | ||||||||
7/29/2013 | 5,914 | 0 | 71.33 | 7/29/2023 | ||||||||
4/29/2013 | 17,738 | 0 | 59.24 | 4/29/2023 | ||||||||
1/28/2013 | 2,020 | 0 | 49.48 | 1/28/2023 | ||||||||
1/28/2013 | 10,468 | 0 | 49.48 | 1/28/2023 | ||||||||
12/17/2012 | 17,500 | 0 | 40.22 | 12/17/2022 | ||||||||
3/1/2012 | 2,704 | 0 | 36.96 | 3/1/2022 | ||||||||
3/1/2012 | 8,290 | 0 | 36.96 | 3/1/2022 | ||||||||
10/31/2012 | 8,326 | 0 | 36.68 | 10/31/2022 | ||||||||
4/30/2012 | 8,326 | 0 | 36.47 | 4/30/2022 | ||||||||
7/30/2012 | 8,326 | 0 | 34.70 | 7/30/2022 |
Option Awards | Stock Awards | |||||||||
Name | Grant Date | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Equity Incentive Plan Awards: Number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of share or units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) |
(a) | (b) (1) | (c) (2) | (d) | (e) | (f) | (g) (3) | (h) (4) | (i) (5) | (j) (4) | |
David V. Elkins | ||||||||||
8/1/2018 | 3,326 | 213,163 | ||||||||
8/1/2018 | 5,544 | 355,315 | ||||||||
8/1/2018 | 74,842 | 4,796,624 | ||||||||
8/1/2018 | 0 | 4,432 | 90.19 | 8/1/2028 | ||||||
8/1/2018 | 0 | 99,481 | 90.19 | 8/1/2028 |
Option Awards | Stock Awards | |||||||||||||
Name | Grant Date | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Equity Incentive Plan Awards: Number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of share or units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | ||||
(a) | (b) (1) | (c) (2) | (d) | (e) | (f) | (g) (3) | (h) (4) | (i) (5) | (j) (4) | |||||
Peter N. Kellogg | ||||||||||||||
3/1/2016 | 14,792 | 948,019 | ||||||||||||
3/1/2017 | 5,073 | 325,097 | ||||||||||||
3/1/2018 | 7,726 | 495,159 | ||||||||||||
10/30/2017 | 3,666 | 234,954 | ||||||||||||
10/31/2016 | 5,609 | 359,481 | ||||||||||||
5/1/2017 | 6,763 | 433,441 | ||||||||||||
5/2/2016 | 6,829 | 437,671 | ||||||||||||
5/8/2018 | 10,301 | 660,191 | ||||||||||||
7/31/2017 | 3,344 | 10,032 | 135.41 | 7/31/2027 | ||||||||||
7/27/2015 | 6,468 | 2,157 | 132.56 | 7/27/2025 | ||||||||||
5/1/2017 | 3,344 | 10,032 | 124.06 | 5/1/2027 | ||||||||||
2/2/2015 | 0 | 843 | 118.57 | 2/2/2025 | ||||||||||
2/2/2015 | 7,631 | 1,701 | 118.57 | 2/2/2025 | ||||||||||
12/19/2014 | 11,760 | 0 | 117.18 | 12/19/2024 | ||||||||||
8/1/2016 | 6,490 | 6,490 | 114.69 | 8/1/2026 | ||||||||||
11/9/2015 | 6,468 | 2,157 | 114.08 | 11/9/2025 | ||||||||||
1/30/2017 | 0 | 883 | 113.18 | 1/30/2027 | ||||||||||
1/30/2017 | 0 | 2,363 | 113.18 | 1/30/2027 | ||||||||||
1/30/2017 | 3,245 | 6,490 | 113.18 | 1/30/2027 | ||||||||||
5/4/2015 | 6,468 | 2,157 | 109.90 | 5/4/2025 | ||||||||||
5/2/2016 | 6,490 | 6,490 | 104.97 | 5/2/2026 | ||||||||||
1/29/2018 | 0 | 968 | 103.26 | 1/29/2028 | ||||||||||
1/29/2018 | 0 | 2,376 | 103.26 | 1/29/2028 | ||||||||||
1/29/2018 | 0 | 10,033 | 103.26 | 1/29/2028 | ||||||||||
10/27/2014 | 10,175 | 0 | 103.10 | 10/27/2024 | ||||||||||
10/31/2016 | 16,052 | 16,052 | 102.18 | 10/31/2026 | ||||||||||
10/30/2017 | 0 | 7,728 | 100.97 | 10/30/2027 | ||||||||||
10/30/2017 | 7,727 | 15,456 | 100.97 | 10/30/2027 | ||||||||||
2/1/2016 | 0 | 992 | 100.80 | 2/1/2026 | ||||||||||
2/1/2016 | 4,312 | 3,321 | 100.80 | 2/1/2026 | ||||||||||
7/30/2018 | 0 | 5,071 | 88.91 | 7/30/2028 | ||||||||||
7/30/2018 | 0 | 15,214 | 88.91 | 7/30/2028 | ||||||||||
8/1/2014 | 4,616 | 0 | 86.65 | 8/1/2024 | ||||||||||
8/1/2014 | 95,384 | 0 | 86.65 | 8/1/2024 | ||||||||||
5/8/2018 | 0 | 5,071 | 83.13 | 5/8/2028 | ||||||||||
5/8/2018 | 0 | 15,214 | 83.13 | 5/8/2028 | ||||||||||
10/29/2018 | 0 | 5,071 | 71.43 | 10/29/2028 | ||||||||||
10/29/2018 | 0 | 15,215 | 71.43 | 10/29/2028 |
Option Awards | Stock Awards | |||||||||
Name | Grant Date | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Equity Incentive Plan Awards: Number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of share or units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) |
(a) | (b) (1) | (c) (2) | (d) | (e) | (f) | (g) (3) | (h) (4) | (i) (5) | (j) (4) | |
S. J. Rupert Vessey, MA, BM BCh, FRCP, D.Phil. | ||||||||||
3/1/2017 | 4,317 | 276,677 | ||||||||
3/1/2018 | 6,953 | 445,618 | ||||||||
10/30/2017 | 3,120 | 199,961 | ||||||||
10/31/2016 | 5,369 | 344,099 | ||||||||
5/1/2017 | 5,756 | 368,902 | ||||||||
5/2/2016 | 6,731 | 431,390 | ||||||||
5/8/2018 | 9,271 | 594,178 | ||||||||
7/31/2017 | 2,846 | 8,538 | 135.41 | 7/31/2027 | ||||||
7/27/2015 | 2,343 | 782 | 132.56 | 7/27/2025 | ||||||
5/1/2017 | 2,846 | 8,538 | 124.06 | 5/1/2027 | ||||||
2/2/2015 | 2,529 | 843 | 118.57 | 2/2/2025 | ||||||
2/2/2015 | 11,827 | 3,943 | 118.57 | 2/2/2025 | ||||||
8/1/2016 | 6,452 | 6,454 | 114.69 | 8/1/2026 | ||||||
11/9/2015 | 2,343 | 782 | 114.08 | 11/9/2025 | ||||||
1/30/2017 | 0 | 883 | 113.18 | 1/30/2027 | ||||||
1/30/2017 | 3,226 | 8,797 | 113.18 | 1/30/2027 | ||||||
5/4/2015 | 2,343 | 782 | 109.90 | 5/4/2025 | ||||||
5/2/2016 | 0 | 201 | 104.97 | 5/2/2026 | ||||||
5/2/2016 | 3,226 | 6,253 | 104.97 | 5/2/2026 | ||||||
1/29/2018 | 0 | 968 | 103.26 | 1/29/2028 | ||||||
1/29/2018 | 0 | 10,416 | 103.26 | 1/29/2028 | ||||||
1/31/2016 | 15,604 | 15,606 | 102.18 | 10/31/2026 | ||||||
10/30/2017 | 6,577 | 19,731 | 100.97 | 10/30/2027 | ||||||
2/1/2016 | 0 | 782 | 100.80 | 2/1/2026 | ||||||
2/1/2016 | 781 | 781 | 100.80 | 2/1/2026 | ||||||
7/30/2018 | 0 | 18,257 | 88.91 | 7/30/2028 | ||||||
5/8/2018 | 0 | 18,257 | 83.13 | 5/8/2028 | ||||||
10/29/2018 | 0 | 1 | 71.43 | 10/29/2028 | ||||||
10/29/2018 | 0 | 18,256 | 71.43 | 10/29/2028 |
Option Awards | Stock Awards | |||||||||
Name | Grant Date | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Equity Incentive Plan Awards: Number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of share or units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) |
(a) | (b) (1) | (c) (2) | (d) | (e) | (f) | (g) (3) | (h) (4) | (i) (5) | (j) (4) | |
Alise Reicin, M.D. | ||||||||||
11/1/2018 | 2,149 | 137,729 | ||||||||
11/1/2018 | 4,464 | 286,066 | ||||||||
11/1/2018 | 35,710 | 2,288,654 | ||||||||
11/1/2018 | 0 | 5,288 | 75.61 | 11/1/2028 | ||||||
11/1/2018 | 0 | 37,212 | 75.61 | 11/1/2028 |
Option Awards | Stock Awards | |||||||||
Name | Grant Date | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Equity Incentive Plan Awards: Number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of share or units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) |
(a) | (b) (1) | (c) (2) | (d) | (e) | (f) | (g) (3) | (h) (4) | (i) (5) | (j) (4) | |
Terrie J. Curran | ||||||||||
3/1/2017 | 2,570 | 164,679 | ||||||||
3/1/2018 | 4,945 | 316,893 | ||||||||
10/30/2017 | 1,857 | 119,015 | ||||||||
10/31/2016 | 3,281 | 210,279 | ||||||||
5/8/2018 | 6,593 | 422,545 | ||||||||
5/1/2017 | 3,426 | 219,572 | ||||||||
5/2/2016 | 1,563 | 100,173 | ||||||||
7/31/2017 | 1,694 | 5,082 | 135.41 | 7/31/2027 | ||||||
7/27/2015 | 1,875 | 625 | 132.56 | 7/27/2025 | ||||||
5/1/2017 | 1,694 | 5,082 | 124.06 | 5/1/2027 | ||||||
2/2/2015 | 0 | 843 | 118.57 | 2/2/2025 | ||||||
2/2/2015 | 3,750 | 407 | 118.57 | 2/2/2025 | ||||||
12/19/2014 | 7,050 | 0 | 117.18 | 12/19/2024 | ||||||
8/1/2016 | 1,562 | 1,563 | 114.69 | 8/1/2026 | ||||||
11/9/2015 | 1,875 | 625 | 114.08 | 11/9/2025 | ||||||
1/30/2017 | 0 | 883 | 113.18 | 1/30/2027 | ||||||
1/30/2017 | 1,640 | 4,040 | 113.18 | 1/30/2027 | ||||||
5/4/2015 | 1,875 | 625 | 109.90 | 5/4/2025 | ||||||
5/2/2016 | 0 | 352 | 104.97 | 5/2/2026 | ||||||
5/2/2016 | 1,562 | 1,211 | 104.97 | 5/2/2026 | ||||||
1/29/2018 | 0 | 968 | 103.26 | 1/29/2028 | ||||||
1/29/2018 | 0 | 5,809 | 103.26 | 1/29/2028 | ||||||
10/27/2014 | 5,000 | 0 | 103.10 | 10/27/2024 | ||||||
10/31/2016 | 3,280 | 3,282 | 102.18 | 10/31/2026 | ||||||
10/30/2017 | 3,914 | 11,745 | 100.97 | 10/30/2027 | ||||||
2/1/2016 | 0 | 625 | 100.80 | 2/1/2026 | ||||||
2/1/2016 | 1,250 | 625 | 100.80 | 2/1/2026 | ||||||
7/30/2018 | 0 | 12,983 | 88.91 | 7/30/2028 | ||||||
7/28/2014 | 1,141 | 0 | 87.64 | 7/28/2024 | ||||||
7/28/2014 | 6,359 | 0 | 87.64 | 7/28/2024 | ||||||
5/8/2018 | 0 | 12,982 | 83.13 | 5/8/2028 | ||||||
12/2/2013 | 3,750 | 0 | 81.56 | 12/2/2023 | ||||||
10/29/2018 | 0 | 12,983 | 71.43 | 10/29/2028 | ||||||
5/1/2013 | 3,428 | 0 | 58.33 | 5/1/2023 | ||||||
5/1/2013 | 6,572 | 0 | 58.33 | 5/1/2023 |
(1) | Represents vested options under the 2017 Stock Incentive Plan. |
(2) | Pursuant to our equity plans, options granted to employees (including the NEOs) are immediately exercisable. However, the shares of Common Stock acquired upon exercise would be subject to the same vesting schedule as the underlying options (i.e., in four equal annual installments beginning on the first anniversary of the grant date). Unvested options are included in column (c). |
(3) | Pursuant to our equity plans, RSUs granted to the NEOs vest in full on the third anniversary of the grant date except for those granted to Mr. Elkins and Dr. Reicin which RSUs will vest in three equal installments on each anniversary of the grant date. The amount shown for the March 2016 grants for Messrs. Alles and Kellogg represents the actual number of earned PSUs for the 2016-2018 performance period. |
(4) | Represents the number of unvested RSUs or PSUs multiplied by the closing price of Celgene Common Stock on December 31, 2018. |
(5) | Represents the number of PSUs granted for the 2017–2019 and 2018–2020 performance periods that were considered outstanding at December 31, 2018 based on 2018 performance compared to total revenue, adjusted EPS and R-TSR performance goals established for the PSUs. For the 2017-2019 and 2018-2020 performance periods, total revenue, adjusted EPS and R-TSR are included at the threshold level. |
Option Awards | Stock Awards | ||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) | |||
(a) | (b) | (c) | (d) | (e) | |||
Mark J. Alles | — | — | 19,712 | 1,606,851 | |||
S. J. Rupert Vessey, MA, BM BCh, FRCP, D.Phil. | — | — | 14,098 | 1,197,577 | |||
Terrie J. Curran | — | — | 5,000 | 387,725 | |||
Peter N. Kellogg | — | — | 18,819 | 1,545,949 |
(1) | Stock options granted under the 2017 Stock Incentive Plan vest in four equal annual installments beginning on the first anniversary of the grant date. The value realized when the stock options were exercised represents the excess of the fair market price of the shares at the time of exercise over the exercise price of the stock options. No stock options were exercised in 2018 by any of the NEO's. |
(2) | Value realized on vesting represents the number of RSUs and PSUs that vested during fiscal 2018 multiplied by the market price of our Common Stock on the respective vesting dates. |
Name | Executive Contributions in the Last Fiscal Year(1) ($) | Company Contributions in Last Fiscal Year ($) | Aggregate Earnings In Last Fiscal Year(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End(3) ($) | |||||
(a) | (b) | (c) | (d) | (e) | (f) | |||||
Mark J. Alles | — | — | — | — | — | |||||
David V. Elkins | — | — | — | — | — | |||||
Peter N. Kellogg | 1,993,142 | — | (143,708 | ) | — | 3,638,597 | ||||
S. J. Rupert Vessey, MA, BM BCh, FRCP, D.Phil. | — | — | — | — | — | |||||
Alise Reicin, M.D. | — | — | — | — | — | |||||
Terrie J. Curran | — | — | — | — | — |
(2) | None of the amounts reported in column (d) for Mr. Kellogg is reported as compensation in the “Summary Compensation Table.” |
(3) | The amounts reported in column (f) for Mr. Kellogg include previously earned, but deferred, salary that was reported in our Summary Compensation Table in previous years as follows: $435,625 of base salary in fiscal 2017, $422,833 of base salary in fiscal 2016, and $410,000 of base salary in fiscal 2015. The total in this column reflects the cumulative value of Mr. Kellogg’s deferrals and investment experience. |
Benefit | Retirement ($) | Death ($) | Disability ($) | Termination by Company without cause ($) | CIC Termination ($) | ||||||||||
(a) (1) | (b) | (c) | (d) | (e) (2) | (f) (3) | ||||||||||
Cash Severance | — | — | — | 6,825,000 | 10,237,500 | ||||||||||
Medical, Dental, Vision Insurance | — | — | — | 56,870 | 85,305 | ||||||||||
Outplacement | — | — | — | 10,800 | 10,800 | ||||||||||
Acceleration of Stock Options and RSUs | 4,026,006 | (4) | 4,026,006 | (4) | 4,026,006 | (4) | — | 4,026,006 | (4) | ||||||
PSU Grants (2016, 2017 and 2018) | 4,228,635 | (5) | 2,166,839 | (5) | 2,166,839 | (5) | — | 4,228,635 | (5) | ||||||
MIP Payment | 2,815,313 | (6) | 2,815,313 | (6) | 2,815,313 | (6) | 2,815,313 | (6) | 2,815,313 | (6) | |||||
Total | 11,069,954 | 9,008,158 | 9,008,158 | 9,707,983 | 21,403,559 |
(1) | The fair market value of Celgene common stock used to calculate the equity award values in this table is the per share closing price of Celgene common stock on December 31, 2018 of $64.09. |
(2) | On a Qualifying Termination that is not a CIC Termination, the executive is entitled to (a) a cash severance payment equal to 2 times the sum of the executive's annual base salary and target annual cash incentive opportunity, (b) COBRA continuation coverage at active employee rates for a benefits continuation period of up to 24 months, and (c) 18 months of outplacement services. |
(3) | On a CIC Termination, the executive is entitled to (a) a cash severance payment equal to 3 times the sum of the executive’s annual base salary and target annual cash incentive opportunity, (b) COBRA continuation coverage at active employee rates for a benefits continuation period of up to 36 months, (c) 18 months of outplacement services, (d) a prorated annual incentive compensation award (i.e., the MIP Payment) for the year of termination, and (e) full accelerated vesting of all outstanding equity awards granted under the Company’s equity plans. |
(4) | Reflects the excess of the fair market value of the underlying shares over the exercise price of all unvested options and the fair market value of the shares underlying unvested RSUs, in each case, as of December 31, 2018. Mr. Alles’ stock options and RSUs will become fully vested upon the occurrence of one of the triggering events represented in columns (b), (c), (d) or (f). |
(5) | Represents the fair market value of the shares underlying PSUs granted in 2016, 2017 and 2018 for the 2016-2018, 2017-2019 and 2018-2020 performance periods, respectively, that would vest upon the occurrence of one of the triggering events represented in columns (b), (c), (d) or (f) on December 31, 2018. In the event of retirement as defined under the 2017 Stock Incentive Plan, a pro-rata portion of PSUs will vest and be payable based on actual performance at the end of each performance period. The amount included in the table above for retirement is the full award amount for the 2016-2018 award based on actual performance for the completed performance period, and two years for the 2017-2019 award and one year for the 2018-2020 award, in each case, assuming achievement at the target performance level at the end of the respective performance periods. |
(6) | The MIP provides for a pro rata award payable on the executive’s retirement, death, permanent disability, or involuntary termination. The prorated award is generally calculated based on target performance, except that if the triggering event is permanent disability, the calculation is based on full year actual performance. In addition, the ESP provides for a prorated bonus payment upon a CIC Termination based on the greater of target performance or actual performance through the date of the CIC Termination. The MIP payment in the table reflects the executive's MIP award at levels without proration since, the executives termination of employment is assumed to occur on December 31, 2018. In addition to those events listed in the table above, Mr. Alles will be eligible to receive such amounts in the event of voluntary termination on December 31, 2018. |
Benefit | Retirement ($) | Death ($) | Disability ($) | Termination by Company without cause ($) | CIC Termination ($) | |||||||||
(a) (1) | (b) | (c) | (d) | (e) (2) | (f) (3) | |||||||||
Cash Severance | N/A | — | — | 2,358,750 | 3,931,250 | |||||||||
Medical, Dental, Vision Insurance | N/A | — | — | 35,560 | 59,267 | |||||||||
Outplacement | N/A | — | — | 10,800 | 10,800 | |||||||||
Acceleration of Stock Options and RSUs | N/A | 4,796,624 | (4) | 4,796,624 | (4) | — | 4,796,624 | (4) | ||||||
PSU Grants (2017 and 2018) | N/A | — | (5) | — | (5) | — | 521,094 | (5) | ||||||
MIP Payment | N/A | 993,438 | (6) | 993,438 | (6) | 993,438 | (6) | 993,438 | (6) | |||||
Total | N/A | 5,790,062 | 5,790,062 | 3,398,548 | 10,312,473 |
(1) | The fair market value of Celgene common stock used to calculate the equity award values in this table is the per share closing price of Celgene common stock on December 31, 2018 of $64.09. |
(2) | On a Qualifying Termination that is not a CIC Termination, the executive is entitled to (a) a cash severance payment equal to 1.5 times the sum of the executive's annual base salary and target annual cash incentive opportunity, (b) COBRA continuation coverage at active employee rates for a benefits continuation period of up to 18 months, and (c) 18 months of outplacement services. |
(3) | On a CIC Termination, the executive is entitled to (a) a cash severance payment equal to 2.5 times the sum of the executive's annual base salary and target annual cash incentive opportunity, (b) COBRA continuation coverage at active employee rates for a benefits continuation period of up to 30 months, (c) 18 months of outplacement services, (d) a prorated annual incentive compensation award (i.e., the MIP Payment) for the year of termination, and (e) full accelerated vesting of all outstanding equity awards granted under the Company’s equity plans. |
(4) | Reflects the excess of the fair market value of the underlying shares over the exercise price of all unvested options and the fair market value of the shares underlying unvested RSUs, in each case, as of December 31, 2018. Mr. Elkins’ stock options and RSUs will become fully vested upon the occurrence of one of the triggering events represented in columns (b), (c), (d) or (f). |
(5) | Represents the fair market value of the shares underlying PSUs granted in 2018 for the 2017-2019 and 2018-2020 performance periods, respectively, that would vest upon the occurrence of one of the triggering events represented in columns (b), (c), (d) or (f) on December 31, 2018. In the event of death or permanent disability, the vesting of PSUs will accelerate and shares will be payable based on actual plan performance as of the last day of the calendar quarter preceding the date of such a triggering event, unless such date is on or after the last day of the performance period. The amounts included in the table above for death or permanent disability are based on actual results achieved through September 30, 2018 for the 2017-2019 and 2018-2020 performance periods. In the event of a CIC Termination the vesting of PSUs will accelerate and the number of shares paid will equal the greater of (a) 100% of the shares earned based on actual plan performance as of the last day of the calendar quarter preceding the date of termination and (b) the number of shares earned based on the target performance level. The amount included in the table above for CIC Termination reflects two years for the 2017-2019 award and one year for the 2018-2020 award, in each case, based on achievement at the target performance level. |
(6) | Under the terms of the Elkins Offer Letter, Mr. Elkins is entitled to receive a bonus of not less than $722,500 if he is actively employed through December 31, 2018. In addition, the ESP provides for a prorated bonus payment upon a CIC Termination based on the greater of target performance or actual performance through the date of the CIC Termination. The MIP payment shown in the table for a CIC Termination reflects the executive’s MIP award at the actual level without proration since the executive’s termination of employment is assumed to occur on December 31, 2018. In addition to those events listed in the table above, Mr. Elkins will be eligible to receive such amounts in the event of voluntary termination on December 31, 2018. |
Benefit | Retirement ($) | Death ($) | Disability ($) | Termination by Company without cause ($) | CIC Termination ($) | ||||||||||
(a) (1) | (b) | (c) | (d) | (e) (2) | (f) (3) | ||||||||||
Cash Severance | — | — | — | 2,622,000 | 4,370,000 | ||||||||||
Medical, Dental, Vision Insurance | — | — | — | 42,292 | 70,487 | ||||||||||
Outplacement | — | — | — | 10,800 | 10,800 | ||||||||||
Acceleration of Stock Options and RSUs | 2,125,737 | (4) | 2,125,737 | (4) | 2,125,737 | (4) | — | 2,125,737 | (4) | ||||||
PSU Grants (2016, 2017 and 2018) | 1,711,619 | (5) | 948,051 | (5) | 948,051 | (5) | — | 1,711,619 | (5) | ||||||
MIP Payment | 1,138,500 | (6) | 1,138,500 | (6) | 1,138,500 | (6) | 1,138,500 | (6) | 1,138,500 | (6) | |||||
Total | 4,975,856 | 4,212,288 | 4,212,288 | 3,813,592 | 9,427,143 |
(1) | The fair market value of Celgene common stock used to calculate the equity award values in this table is the per share closing price of Celgene common stock on December 31, 2018 of $64.09. |
(2) | On a Qualifying Termination that is not a CIC Termination, the executive is entitled to (a) a cash severance payment equal to 1.5 times the sum of the executive annual base salary and target annual cash incentive opportunity, (b) COBRA continuation coverage at active employee rates for a benefits continuation period of up to 18 months, and (c) 18 months of outplacement services. |
(3) | On a CIC Termination, the executive is entitled to (a) a cash severance payment equal to 2.5 times the sum of the executive’s annual base salary and target annual cash incentive opportunity, (b) COBRA continuation coverage at active employee rates for a benefits continuation period of up to 30 months, (c) 18 months of outplacement services, (d) a prorated annual incentive compensation award (i.e., the MIP Payment) for the year of termination, and (e) full accelerated vesting of all outstanding equity awards granted under the Company’s equity plans. |
(4) | Reflects the excess of the fair market value of the underlying shares over the exercise price of all unvested options and the fair market value of the shares underlying unvested RSUs, in each case, as of December 31, 2018. Mr. Kellogg’s stock options and RSUs will become fully vested upon the occurrence of one of the triggering events represented in columns (b), (c), (d) or (f). |
(5) | Represents the fair market value of the shares underlying PSUs granted in 2016, 2017 and 2018 for the 2016-2018, 2017-2019 and 2018-2020 performance periods, respectively, that would vest upon the occurrence of one of the triggering events represented in columns (b), (c), (d) or (f) on December 31, 2018. In the event of retirement as defined under the 2017 Stock Incentive Plan, a pro-rata portion of PSUs will vest and be payable based on actual performance at the end of each performance period. The amount included in the table above for retirement is the full award amount for the 2016-2018 award based on actual performance for the completed performance period, and two years for the 2017-2019 award and one year for the 2018-2020 award, in each case, assuming achievement at the target performance level at the end of the respective performance periods. |
(6) | The MIP provides for a pro rata award payable on the executive’s retirement, death, permanent disability, or involuntary termination. The prorated award is generally calculated based on target performance, except that if the triggering event is permanent disability, the calculation is based on full year actual performance. In addition, the ESP provides for a prorated bonus payment upon a CIC Termination based on the greater of target performance or actual performance through the date of the CIC Termination. The MIP payment in the table reflects the executive’s MIP award at actual levels without proration since the executive’s termination of employment is assumed to occur on December 31, 2018. In addition to those events listed in the table above, Mr. Kellogg will be eligible to receive such amounts in the event of voluntary termination on December 31, 2018. |
Benefit | Retirement ($) | Death ($) | Disability ($) | Termination by Company without cause ($) | CIC Termination ($) | |||||||||
(a) (1) | (b) | (c) | (d) | (e) (2) | (f) (3) | |||||||||
Cash Severance | N/A | — | — | 2,160,000 | 3,600,000 | |||||||||
Medical, Dental, Vision Insurance | N/A | — | — | 14,551 | 24,252 | |||||||||
Outplacement | N/A | — | — | 10,800 | 10,800 | |||||||||
Acceleration of Stock Options and RSUs | N/A | 1,938,530 | (4) | 1,938,530 | (4) | — | 1,938,530 | (4) | ||||||
PSU Grants (2017 and 2018) | N/A | — | (5) | — | (5) | — | 665,981 | (5) | ||||||
MIP Payment | N/A | 880,000 | (6) | 880,000 | (6) | 880,000 | (6) | 880,000 | (6) | |||||
LTIP Grant (2016) | N/A | 830,358 | (7) | 830,358 | (7) | — | 830,358 | (7) | ||||||
Total | N/A | 3,648,888 | 3,648,888 | 3,065,351 | 7,949,921 |
(1) | The fair market value of Celgene common stock used to calculate the equity award values in this table is the per share closing price of Celgene common stock on December 31, 2018 of $64.09. |
(2) | On a Qualifying Termination that is not a CIC Termination, the executive is entitled to (a) a cash severance payment equal to 1.5 times the sum of the executive's annual base salary and target annual cash incentive opportunity, (b) COBRA continuation coverage at active employee rates for a benefits continuation period of up to 18 months, and (c) 18 months of outplacement services. |
(3) | On a CIC Termination, the executive is entitled to (a) a cash severance payment equal to 2.5 times the sum of the executive annual base salary and target annual cash incentive opportunity, (b) COBRA continuation coverage at active employee rates for a benefits continuation period of up to 30 months, (c) 18 months of outplacement services, (d) a prorated annual incentive compensation award (i.e., the MIP Payment) for the year of termination, and (e) full accelerated vesting of all outstanding equity awards granted under the Company’s equity plans. |
(4) | Reflects the excess of the fair market value of the underlying shares over the exercise price of all unvested options and the fair market value of the shares underlying unvested RSUs, in each case, as of December 31, 2018. Mr. Vessey’s stock options and RSUs will become fully vested upon the occurrence of one of the triggering events represented in columns (b), (c), (d) or (f). |
(5) | Represents the fair market value of shares underlying PSUs granted in 2017 and 2018 for the 2017-2019 and 2018-2020 performance periods that would vest upon the occurrence of one of the triggering events represented in columns (b), (c), (d) or (f) on December 31, 2018. In the event of death or permanent disability, the vesting of PSUs will accelerate and shares will be payable based on actual plan performance as of the last day of the calendar quarter preceding the date of such a triggering event, unless such date is on or after the last day of the performance period. The amounts included in the table above for death or permanent disability are based on actual results achieved through September 30, 2018 for the 2017-2019 and 2018-2020 performance periods. In the event of a CIC Termination the vesting of PSUs will accelerate and the number of shares paid will equal the greater of (a) 100% of the shares earned based on actual plan performance as of the last day of the calendar quarter preceding the date of termination and (b) the number of shares earned based on the target performance level, prorated based on the executive's service during the performance period. The amount included in the table above for CIC Termination reflects two years for the 2017-2019 award and one year for the 2018-2020 award, in each case, based on achievement at the target performance level. |
(6) | The MIP provides for a pro rata award payable on the executive’s retirement, death, permanent disability, or involuntary termination. The prorated award is generally calculated based on target performance, except that if the triggering event is permanent disability, the calculation is based on full year actual performance. In addition, the ESP provides for a prorated bonus payment upon a CIC Termination based on the greater of target performance or actual performance through the date of the CIC Termination. The MIP payment in the table reflects the executive’s MIP award at actual levels without proration since the executive’s termination of employment is assumed to occur on December 31, 2018. In addition to those events listed in the table above, Dr. Vessey will be eligible to receive such amounts in the event of voluntary termination on December 31, 2018. |
(7) | The LTIP provides for a pro rata award payable on the executive’s death, permanent disability, retirement with the approval of the Compensation Committee, or involuntary termination for reasons other than cause or gross misconduct, in each case calculated based on actual performance. The total LTIP payment in the table reflects the LTIP award value which would have been payable in cash for the 2016-2018 performance cycle if the triggering event occurred on December 31, 2018. |
Benefit | Retirement ($) | Death ($) | Disability ($) | Termination by Company without cause ($) | CIC Termination ($) | |||||||||
(a) (1) | (b) | (c) | (d) | (e) (2) | (f) (3) | |||||||||
Cash Severance | N/A | — | — | 2,052,000 | 3,420,000 | |||||||||
Medical, Dental, Vision Insurance | N/A | — | — | 42,292 | 70,487 | |||||||||
Outplacement | N/A | — | — | 10,800 | 10,800 | |||||||||
Acceleration of Stock Options and RSUs | N/A | 2,288,654 | (4) | 2,288,654 | (4) | — | 2,288,654 | (4) | ||||||
PSU Grants (2017 and 2018) | N/A | — | (5) | — | (5) | — | 374,350 | (5) | ||||||
MIP Payment | N/A | 836,000 | (6) | 836,000 | (6) | 836,000 | (6) | 836,000 | (6) | |||||
Total | N/A | 3,124,654 | 3,124,654 | 2,941,092 | 7,000,291 |
(1) | The fair market value of Celgene common stock used to calculate the equity award values in this table is the per share closing price of Celgene common stock on December 31, 2018 of $64.09. |
(2) | On a Qualifying Termination that is not a CIC Termination, the executive is entitled to (a) a cash severance payment equal to 1.5 times the sum of the executive's annual base salary and target annual cash incentive opportunity, (b) COBRA continuation coverage at active employee rates for a benefits continuation period of up to 18 months, and (c) 18 months of outplacement services. |
(3) | On a CIC Termination, the executive is entitled to (a) a cash severance payment equal to 2.5 times the sum of the executive's annual base salary and target annual cash incentive opportunity, (b) COBRA continuation coverage at active employee rates for a benefits continuation period of up to 30 months, (c) 18 months of outplacement services, (d) a prorated annual incentive compensation award (i.e., the MIP Payment) for the year of termination, and (e) full accelerated vesting of all outstanding equity awards granted under the Company’s equity plans. |
(4) | Reflects the excess of the fair market value of the underlying shares over the exercise price of all unvested options and the fair market value of the shares underlying unvested RSUs, in each case, as of December 31, 2018. Dr. Reicin’s stock options and RSUs will become fully vested upon the occurrence of one of the triggering events represented in columns (b), (c), (d) or (f). |
(5) | Represents the fair market value of shares underlying PSUs granted in 2018 for the 2017-2019 and 2018-2020 performance periods that would vest upon the occurrence of one of the triggering events represented in columns (b), (c), (d) or (f) on December 31, 2018. In the event of death or permanent disability, the vesting of PSUs will accelerate and shares will be payable based on actual plan performance as of the last day of the calendar quarter preceding the date of such a triggering event, unless such date is on or after the last day of the performance period. The amounts included in the table above for death or permanent disability are based on actual results achieved through September 30, 2018 for the 2017-2019 and 2018-2020 performance periods. In the event of a CIC Termination the vesting of PSUs will accelerate and the number of shares paid will equal the greater of (a) 100% of the shares earned based on actual plan performance as of the last day of the calendar quarter preceding the date of termination and (b) the number of shares earned based on the target performance level. The amount included in the table above for CIC Termination reflects two years for the 2017-2019 award and one year for the 2018-2020 award, in each case, based on achievement at the target performance level. |
(6) | Under the terms of the Reicin Offer Letter, Dr. Reicin is entitled to receive a bonus of not less than $608,000 if she is actively employed through December 31, 2018. In addition, the ESP provides for a prorated bonus payment upon a CIC Termination based on the greater of target performance or actual performance through the date of the CIC Termination. The MIP payment shown in the table for a CIC Termination reflects the executive’s MIP award at the actual level without proration since the executive’s termination of employment is assumed to occur on December 31, 2018. In addition to those events listed in the table above, Dr. Reicin will be eligible to receive such amounts in the event of voluntary termination on December 31, 2018. |
Benefit | Retirement ($) | Death ($) | Disability ($) | Termination by Company without cause ($) | CIC Termination ($) | |||||||||
(a) (1) | (b) | (c) | (d) | (e) (2) | (f) (3) | |||||||||
Cash Severance | N/A | — | — | 1,640,625 | 2,734,375 | |||||||||
Medical, Dental, Vision Insurance | N/A | — | — | 33,948 | 56,579 | |||||||||
Outplacement | N/A | — | — | 10,800 | 10,800 | |||||||||
Acceleration of Stock Options and RSUs | N/A | 1,071,585 | (4) | 1,071,585 | (4) | — | 1,071,585 | (4) | ||||||
PSU Grants (2017 and 2018) | N/A | — | (5) | — | (5) | — | 430,834 | (5) | ||||||
MIP Payment | N/A | 644,531 | (6) | 644,531 | (6) | 644,531 | (6) | 644,531 | (6) | |||||
LTIP Grant (2016 and 2017) | N/A | 481,434 | (7) | 481,434 | (7) | — | 559,767 | (7) | ||||||
Total | N/A | 2,197,550 | 2,197,550 | 2,329,904 | 5,508,471 |
(1) | The fair market value of Celgene common stock used to calculate the equity award values in this table is the per share closing price of Celgene common stock on December 31, 2018 of $64.09. |
(2) | On a Qualifying Termination that is not a CIC Termination, the executive is entitled to (a) a cash severance payment equal to 1.5 times the sum of the executive's annual base salary and target annual cash incentive opportunity, (b) COBRA continuation coverage at active employee rates for a benefits continuation period of up to 18 months, and (c) 18 months of outplacement services. |
(3) | On a CIC Termination, the executive is entitled to (a) a cash severance payment equal to 2.5 times the sum of the executive’s annual base salary and target annual cash incentive opportunity, (b) COBRA continuation coverage at active employee rates for a benefits continuation period of up to 30 months, (c) 18 months of outplacement services, (d) a prorated annual incentive compensation award (i.e., the MIP Payment) for the year of termination, and (e) full accelerated vesting of all outstanding equity awards granted under the Company’s equity plans. |
(4) | Reflects the excess of the fair market value of the underlying shares over the exercise price of all unvested options and the fair market value of the shares underlying unvested RSUs, in each case, as of December 31, 2018. Ms. Curran’s stock options and RSUs will become fully vested upon the occurrence of one of the triggering events represented in columns (b), (c), (d) or (f). |
(5) | Represents the fair market value of shares underlying PSUs granted in 2017 and 2018 for the 2017-2019 and 2018-2020 performance periods that would vest that upon the occurrence of one of the triggering events represented in columns (b), (c), (d) or (f) on December 31, 2018. In the event of death or permanent disability, the vesting of PSUs will accelerate and shares will be payable based on actual plan performance as of the last day of the calendar quarter preceding the date of such a triggering event, unless such date is on or after the last day of the performance period. The amounts included in the table above for death or permanent disability are based on actual results achieved through September 30, 2018 for the 2017-2019 and 2018-2020 performance periods. In the event of a CIC Termination the vesting of PSUs will accelerate and the number of shares paid will equal the greater of (a) 100% of the shares earned based on actual plan performance as of the last day of the calendar quarter preceding the date of termination and (b) the number of shares earned based on the target performance level, prorated based on the executive's service during the performance period. The amount included in the table above for CIC Termination reflects two years for the 2017-2019 award and one year for the 2018-2020 award, in each case, based on achievement at the target performance level. |
(6) | The MIP provides for a pro rata award payable on the executive’s retirement, death, permanent disability, or involuntary termination. The prorated award is generally calculated based on target performance, except that if the triggering event is permanent disability, the calculation is based on full year actual performance. In addition, the ESP provides for a prorated bonus payment upon a CIC Termination based on the greater of target performance or actual performance through the date of the CIC Termination. The MIP payment in the table reflects the executive’s MIP award at actual levels without proration since the executive’s termination of employment is assumed to occur on December 31, 2018. In addition to those events listed in the table above, Ms. Curran will be eligible to receive such amounts in the event of voluntary termination on December 31, 2018. |
(7) | The LTIP provides for a pro rata award payable on the executive’s death, permanent disability, retirement with the approval of the Compensation Committee, or involuntary termination for reasons other than cause or gross misconduct, in each case calculated based on actual performance. The total LTIP payment in the table reflects the LTIP award value which would have been payable in cash for the 2016-2018 performance cycle (based on actual performance, without proration) and the 2017-2019 performance cycle (assuming achievement at the target level at the end of the performance period and prorated to reflect the two years of the performance period that had elapsed) if the triggering event occurred on December 31, 2018. |
Name | Fees Earned or Paid in Cash ($) | Stock Awards (1) ($) | Option Awards (1) ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqalified Deferred Compensation Earnings (2) ($) | All Other Compensation(3) ($) | Total ($) | ||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | ||||||
Richard W. Barker, D.Phil., OBE | 90,000 | 112,511 | 334,996 | — | — | — | 537,506 | ||||||
Hans Bishop(4) | 52,747 | 112,511 | 634,798 | — | — | — | 800,055 | ||||||
Michael W. Bonney | 88,242 | 112,511 | 334,996 | — | — | — | 535,748 | ||||||
Michael D. Casey | 142,500 | 112,511 | 334,996 | — | — | — | 590,006 | ||||||
Carrie S. Cox | 88,242 | 112,511 | 334,996 | — | — | — | 535,748 | ||||||
Michael A. Friedman, M.D. | 82,500 | 112,511 | 334,996 | — | — | — | 530,006 | ||||||
Julia A. Haller, M.D. | 90,000 | 112,511 | 334,996 | — | — | — | 537,506 | ||||||
Patricia Hemingway Hall(4) | 63,503 | 112,511 | 635,094 | — | — | — | 811,107 | ||||||
Robert J. Hugin(5) | — | — | — | — | — | 422,343 | 422,343 | ||||||
Gilla Kaplan, Ph.D.(5) | 41,250 | — | — | — | — | — | 41,250 | ||||||
James J. Loughlin | 117,500 | 112,511 | 334,996 | — | — | — | 565,006 | ||||||
Ernest Mario, Ph.D. | 112,500 | 112,511 | 334,996 | — | — | — | 560,006 | ||||||
John H. Weiland(4) | 77,414 | 112,511 | 632,387 | — | — | — | 822,312 |
(1) | The value of stock awards in column (c) and stock options in column (d) equals the fair value at date of grant, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. The value is calculated in accordance with FASB ASC 718. The assumptions used in determining the grant date fair values of these awards are set forth in Note 15 to our Consolidated Financial Statements included in our Annual Report Form 10-K for fiscal 2018 filed with the SEC. |
(2) | We do not have a pension plan or a non-qualified deferred compensation plan for our non-employee directors. |
(3) | The amount in column (g) for Mr. Hugin reflect the following compensation relating to his service as Executive Chairman through February 5, 2018: $177,557 payout under the fiscal 2018 MIP, $170,892 for salary, $37,500 for employer contribution to the nonqualified plan, $32,944 for retirement gifts, $2,015 for contributions to health savings account and $1,436 for excess liability insurance premiums paid for by the Company. |
(4) | Mr. Bishop and Ms. Hemingway Hall joined the Board of Directors in April 2018. Mr. Weiland joined the Board of Directors in February 2018. |
(5) | Mr. Hugin retired from the Board of Directors in February 2018. Dr. Kaplan retired from the Board of Directors in June 2018. |
Name and Address of Beneficial Ownership | Amount and Nature of Beneficial Ownership (#) | Percent of Class | |
Mark J. Alles | 911,605(1) | * | |
David V. Elkins | 103,913(2) | * | |
Peter N. Kellogg | 438,111(3) | * | |
S. J. Rupert Vessey, MA, BM BCh, FRCP, D.Phil. | 220,464(4) | * | |
Alise Reicin, M.D. | 42,500(5) | * | |
Terrie J. Curran | 151,262(6) | * | |
Richard W. Barker, D.Phil., OBE | 116,614(7) | * | |
Hans E. Bishop | 46,354(8) | * | |
Michael Bonney | 57,816(9) | * | |
Michael D. Casey | 288,411(10) | * | |
Carrie S. Cox | 163,846(11) | * | |
Michael A. Friedman, M.D. | 87,754(12) | * | |
Julia A. Haller, M.D. | 46,016(13) | * | |
Patricia A. Hemingway Hall | 23,266(14) | * | |
James J. Loughlin | 186,368(15) | * | |
Ernest Mario, Ph.D. | 125,703(16) | * | |
John H. Weiland | 28,841(17) | * | |
All directors and executive officers as a group (19 persons) | 3,295,396(1-17) | * | |
BlackRock, Inc. 40 East 52nd Street New York, New York 10022 | 53,650,909(18) | 7.7 | % |
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355 | 52,557,183(19) | 7.5 | % |
(1) | Consists of 192,369 shares of Celgene common stock, 679,371 shares of Celgene common stock underlying stock options, 6,056 shares of Celgene common stock held in our 401(k) Plan and 33,809 shares of Common Stock underlying PSUs vesting within 60 days (subject to share withholding for taxes on the vesting date) for the benefit of Mr. Alles. Does not include approximately 195 shares of Celgene common stock expected to be deposited in March 2019 from an employer 401(k) plan match. |
(2) | Consists of 103,913 shares of Celgene common stock underlying stock options for the benefit of Mr. Elkins. Does not include approximately 195 shares of Celgene common stock expected to be deposited in March 2019 from an employer 401(k) plan match. |
(3) | Consists of 53,288 shares of Celgene common stock, 369,551 shares of Celgene common stock underlying stock options and 480 shares of Celgene common stock held in our 401(k) Plan and 14,792 shares of Celgene common stock underlying PSUs vesting within 60 days (subject to share withholding for taxes on the vesting date) for the benefit of Mr. Kellogg. Does not include approximately 195 shares of Celgene common stock expected to be deposited in March 2019 from an employer 401(k) plan match. |
(4) | Consists of 7,253 shares of Celgene common stock, 212,794 shares of Celgene common stock underlying stock options and 417 shares of Celgene common stock held in our 401(k) Plan for the benefit of Mr. Vessey. Does not include approximately 195 shares of Celgene common stock expected to be deposited in March 2019 from an employer 401(k) plan match. |
(5) | Consists of 42,500 shares of Celgene common stock underlying stock options for the benefit of Dr. Reicin. |
(6) | Consists of 7,920 shares of Celgene common stock, 142,611 shares of Celgene common stock underlying stock options and 731 shares of Celgene common stock held in our 401(k) Plan for the benefit of Ms. Curran. Does not include approximately 195 shares of Celgene common stock expected to be deposited in March 2019 from an employer 401(k) plan match. |
(7) | Consists of 12,548 shares of Celgene common stock and 104,066 shares of Celgene common stock underlying stock options for the benefit of Dr. Barker. |
(8) | Consists of 23,088 shares of Celgene common stock and 23,266 shares of Celgene common stock underlying stock options for the benefit of Mr. Bishop. |
(9) | Consists of 1,050 shares of Celgene common stock, 54,766 shares of Celgene common stock underlying stock options and 2,000 shares of Celgene common stock held by a family trust of which Mr. Bonney is trustee. |
(10) | Consists of 117,813 shares of Celgene common stock held by a family trust of which Mr. Casey is a trustee and 170,598 shares of Celgene common stock underlying stock options. |
(11) | Consists of 30,080 shares of Celgene common stock and 133,766 shares of Celgene common stock underlying stock options for the benefit of Ms. Cox. |
(12) | Consists of 18,688 shares of Celgene common stock held by a family trust of which Dr. Friedman is a trustee and 69,066 shares of Celgene common stock underlying stock options. |
(13) | Consists of 1,250 shares of Celgene common stock and 44,766 shares of Celgene common stock underlying stock options for the benefit of Dr. Haller. |
(14) | Consists of 23,266 shares of Celgene common stock underlying stock options for the benefit of Ms. Hemingway Hall. |
(15) | Consists of 38,636 shares of Celgene common stock, 145,932 shares of Celgene common stock underlying stock options and 1,800 shares of Celgene common stock owned by family trusts of which Mr. Loughlin’s spouse is a trustee. |
(16) | Consists of 57,913 shares of Celgene common stock, 65,466 shares of Celgene common stock underlying stock options, 2,000 shares of Celgene common stock held in a trust of which Mr. Mario is a trustee and 324 shares of Celgene common stock owned by Dr. Mario’s spouse. |
(17) | Consists of 5,575 shares of Celgene common stock and 23,266 shares of Celgene common stock underlying stock options for the benefit of Mr. Weiland. |
(18) | Information regarding BlackRock, Inc., as of December 31, 2018, was obtained from an amendment to Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 4, 2019. |
(19) | Information regarding The Vanguard Group, Inc., as of December 31, 2018, was obtained from a Schedule 13G filed by The Vanguard Group, Inc. with the SEC on February 11, 2019. |
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (#) |
Equity compensation plans approved by security holders(1) | 83,473,293 | 83.57 | 27,653,972(2) |
(1) | Amount includes 11,687,842 RSUs and 659,664 performance-based RSUs, issuable pursuant to our 2017 Stock Incentive Plan and 2014 Equity Incentive Plan (formerly known as Juno Therapeutics, Inc. 2014 Equity Incentive Plan). These shares were excluded when calculating the weighted average exercise price of outstanding options, warrants and rights. |
(2) | The 2014 Equity Incentive Plan includes an evergreen provision which allowed for an automatic increase of 4,367,244 shares on January 1, 2019, which is not included in the above table. |
2017 | 2018 | |||
Audit Fees ($) | 6,783,000 | 7,292,000 | ||
Audit-Related Fees ($) | 25,000 | 25,000 | ||
Tax Fees ($) | 1,750,000 | 1,960,000 | ||
Other ($) | — | 175,000 |
CELGENE CORPORATION | ||||
By: | /s/ Mark J. Alles Mark J. Alles Chief Executive Officer (principal executive officer) |