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CELGENE CORPORATION
86 Morris Avenue Summit, New Jersey 07901 |
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CELGENE CORPORATION
86 Morris Avenue Summit, New Jersey 07901 |
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NOTICE OF 2018 ANNUAL MEETING OF STOCKHOLDERS
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DATE AND TIME:
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Wednesday, June 13, 2018 at 1:00 p.m. Eastern Time
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LOCATION:
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| | Celgene Corporation 86 Morris Avenue Summit, New Jersey 07901 |
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PURPOSES:
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1.
to elect twelve directors;
2.
to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018;
3.
to hold an advisory vote on our 2017 named executive officer compensation;
4.
to consider a stockholder proposal, if properly presented, described in more detail in the proxy statement;
5.
to consider a stockholder proposal, if properly presented, described in more detail in the proxy statement; and
6.
to transact such other business as may properly come before the Annual Meeting and at any adjournment or postponement thereof.
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RECORD DATE:
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April 19, 2018
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| | BY INTERNET Visit www.proxyvote.com until June 12, 2018 |
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| | BY PHONE Please call 1-800-690-6903 by June 12, 2018 |
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| | BY MAIL Sign, date and return your proxy card in the stamped envelope provided |
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| | IN PERSON You can vote in person at the meeting |
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| | BY SMART DEVICE Scan the barcode to the left with any smart device and follow the instructions |
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| DATE OF NOTICE:April 30, 2018 | | |
By order of the Board of Directors,
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| | | | Mark J. Alles Chairman of the Board of Directors and Chief Executive Officer |
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CELGENE CORPORATION
86 Morris Avenue Summit, New Jersey 07901 |
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Proposals
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Required
Approval |
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Broker
Discretionary Voting |
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Board
Recommendation |
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Election of Directors
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Majority of
Votes Cast |
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No
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FOR EACH NOMINEE
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Ratification of KPMG (advisory)
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Majority of
Votes Cast |
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Yes
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FOR
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Approval of Executive Compensation (advisory)
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Majority of
Votes Cast |
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No
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FOR
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Stockholder Proposals (advisory)
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Majority of
Votes Cast |
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No
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AGAINST
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What We Do
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✓
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| | 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.
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✓
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| | 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.
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✓
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| | 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.
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✓
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Risk Mitigation
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| | Our executive compensation programs include controls that promote a responsible and balanced risk profile, such as diversification of annual and long-term objectives, multiple performance metrics, caps on payouts, stock ownership and holding requirements, and a pre-established grant schedule for equity awards. | |
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✓
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| | Minimum Vesting | | |
Our annual equity awards provide for a minimum vesting period of one year.
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✓
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| | Proactive Shareholder Engagement | | |
We maintain a robust investor outreach program that provides us ongoing feedback concerning our compensation programs and other governance matters.
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✓
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| | Share Ownership Requirements | | |
We maintain rigorous stock ownership requirements for our Board members and NEOs.
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✓
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Holding Period
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| | All vested, earned Performance Stock Units (PSUs) have a holding period of at least one year and one day after the applicable vesting date. | |
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✓
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Securities Trading Policy
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We maintain a comprehensive securities trading policy which, among other matters, prohibits trading while in possession of material non-public information.
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✓
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Change in Control Double Trigger
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| | In 2011, we amended our 2017 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”). | |
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✓
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| | NEO Compensation Cost Analysis | | |
The Compensation Committee ensures that our compensation programs remain aligned with the interests of our stockholders and reinforce a team-based approach to management. Among other matters, the Committee measures our NEOs’ collective compensation in relation to the collective compensation paid to officers of companies within our peer group.
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✓
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| | Independent Compensation Consultant | | |
The independent compensation consultant, Radford, is retained directly by the Compensation Committee.
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✓
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Proxy Access
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| | In 2016, our Board of Directors adopted a proxy access by-law provision permitting a stockholder or group of up to 20 stockholders owning three percent of more of our outstanding common stock to nominate and include in our proxy materials up to two (or 20% of the Board members if greater) director nominees if certain other requirements specified in our By-laws are satisfied. | |
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✓
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| | Special Meetings | | |
In 2016, our Board of Directors adopted a by-law provision to provide that a special meeting of stockholders may be called by certain officers, the Board and persons beneficially owning at least 25% of our outstanding common stock.
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✓
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| | Majority Voting | | |
Our By-laws provide that directors will be elected by a majority of the votes cast for each nominee.
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✓
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| | Lead Independent Director | | |
The Board has designated an independent director as Lead Director who, among other things, provides guidance concerning, and approval of, the agenda for each Board meeting, presides over executive sessions of the independent directors, and acts as an intermediary between the independent directors and management.
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✓
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Corporate Responsibility
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| | Since 2012, Celgene has published an annual corporate responsibility report in conformity with the guidelines and standards established by the Global Reporting Initiative. We also maintain a corporate responsibility website that can be found at the “Responsibility” link at our website. | |
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What We Don’t Do
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x
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No Hedging or Pledging
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| | Board members, executives, employees and their immediate family members are prohibited from hedging, pledging, or engaging in any derivatives trading with respect to Company securities, except with the prior approval of our CEO in extraordinary circumstances. | |
| x | | | No Backdating, Below-Market Exercise Prices or Repricing of Options | | |
Stock options are never backdated or issued with below-market exercise prices. Re-pricing of stock options without stockholder approval is expressly prohibited.
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| x | | | No Share Recycling or Evergreen Provisions Under 2017 Stock Incentive Plan | | |
Our 2017 Stock Incentive Plan prohibits share recycling and does not contain evergreen renewal provisions.
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| x | | | No Golden Parachute Gross-up Payments | | |
None of our NEOs has an agreement with the Company whereby we would be obligated to pay a gross-up amount for excise taxes in excess of parachute payments.
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x
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No Poison Pill
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| | We do not have a “poison pill” in place that could be used as an anti-takeover measure. | |
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x
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No Dividends Payable on Options, SARs or Unvested Equity Under 2017 Stock Incentive Plan
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| | 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. | |
| | Patients First We deliver the value of innovative medicines to patients around the world with the ambitious goal of finding cures for patients with significant unmet medical needs. |
| | | Employees & Communities We nurture the commitment and passion of our people while contributing to and partnering with the communities where we work and live. |
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•
Recognized for industry-leading reinvestment in research and development
•
Access Accelerated, a partnership of 23 biopharmaceutical companies, including Celgene, is developing innovative and sustainable solutions to improve access to treatment for noncommunicable diseases — including cancer — in low- and middle-income countries
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Celgene Cancer Care Links, a new grant program supporting cancer healthcare capacity building in resource-constrained countries around the world
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Patients’ Partners/Celgene ChangeMakers, a commitment to shared goals amplifying the voices of patients and patient organizations around the world
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•
#1 biopharma partner for the Leukemia & Lymphoma Society Light the Night Walk. We support Light the Night, Pancreatic Cancer Action Network PurpleStride and Team NPF (National Psoriasis Foundation) Cycle, and match employee giving for these events
•
Increased Human Rights Campaign Corporate Equality Index score to 75, reflecting diversity & inclusion-focused initiatives
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Provided charitable support to health and social service programs, science education, and local community support through sites and affiliates around the world
•
Named a top employer by Science Magazine
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Environment
We manage our environmental footprint to promote a healthy planet. |
| | | Business with Integrity We foster a culture of excellence and integrity that governs all we do, from enabling new discoveries to ensuring that patients benefit from them. |
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•
Advanced towards our public 2020 environmental goals, implementing initiatives to reduce carbon footprint, increased the purchasing of renewable electricity, reduced water withdrawal and reduced solid waste generation
•
Achieved LEED® Gold certification for Summit East Building L, recognizing our commitment to building a healthy, sustainable future
•
Ranked #7 among U.S. companies and the top health care company in the Newsweek Green Rankings for 2017
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•
Engaged with stakeholders on cost and value through a new film, This is Axiom, the Celgene pricing simulation and extensive engagement opportunities
•
Received a score of 91.4% and was designated a “Trendsetter” for transparency and governance by the Center for Political Accountability
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Developing a Supplier Code of Conduct, encompassing principles on ethics, labor, health and safety, and environment
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Included on the FTSE4Good Index for high ratings across environmental, social and governance measures, and proven corporate responsibility track record
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Name
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Age(1)
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Director Since
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Nominee Committee Memberships(2)
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Audit
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Nominating
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Compensation
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Executive
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Mark J. Alles
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59
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2016
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Richard W. Barker, D.Phil., OBE
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69
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2012
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●
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Hans E. Bishop
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54
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2018
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Michael W. Bonney
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59
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2015
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●
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Michael D. Casey
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72
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2002
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●
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Carrie S. Cox
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60
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2009
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●
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Michael A. Friedman, M.D.
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74
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2011
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Julia A. Haller, M.D.
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63
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2015
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Patricia A. Hemingway Hall
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65
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2018
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●
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James J. Loughlin
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75
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2007
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●
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Ernest Mario, Ph.D.
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80
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2007
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●
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●
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John H. Weiland
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62
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2018
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●
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| | = Denotes Chair | | | | | | | |
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Director Nominee Core Competencies
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| Name Current Position |
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Senior
Leadership Abilities |
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Healthcare
Industry Experience |
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Financial
Expertise |
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Public
Company Board Experience |
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Research/
Academia |
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Public
Policy/ Regulatory Experience |
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Independent
Director |
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Mark J. Alles
Chairman and Chief Executive Officer of Celgene Corporation |
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Richard W. Barker, D.Phil., OBE
Director of the Centre for Accelerating Medical Innovations |
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Hans E. Bishop
Former CEO of Juno Therapeutics, Inc. |
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Michael W. Bonney
CEO and Chairman of the Board of Kaleido Biosciences, Inc. |
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Michael D. Casey
Independent Lead Director of Celgene Corporation and Director of Abaxis, Inc. |
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Carrie S. Cox
Chairman of the Board and Chief Executive Officer of Humacyte, Inc. |
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Michael A. Friedman, M.D.
Emeritus Chief Executive Officer of City of Hope |
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Julia A. Haller, M.D.
Ophthalmologist-in-Chief of the Wills Eye Hospital |
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Patricia A. Hemingway Hall
Former CEO of Health Care Service Corporation |
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James J. Loughlin
Former National Director of the Pharmaceuticals Practice at KPMG LLP |
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Ernest Mario, Ph.D.
Chairman of the Board of Soleno Therapeutics, Inc. and Chimerix, Inc. |
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John H. Weiland
Former President and COO of C.R. Bard, Inc. |
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Name
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Age(1)
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Position
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| Mark J. Alles | | |
59
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Chairman of the Board and Chief Executive Officer
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| Richard W. Barker, D.Phil., OBE | | |
69
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Director
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| Hans E. Bishop | | |
54
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Director
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| Michael W. Bonney | | |
59
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Director
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| Michael D. Casey | | |
72
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Director
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| Carrie S. Cox | | |
60
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Director
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| Michael A. Friedman, M.D. | | |
74
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Director
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| Julia A. Haller, M.D. | | |
63
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Director
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| Patricia A. Hemingway Hall | | |
65
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Director
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| Gilla Kaplan, Ph.D.(2) | | |
71
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Director
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| James J. Loughlin | | |
75
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Director
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| Ernest Mario, Ph.D. | | |
80
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Director
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| John H. Weiland | | |
62
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Director
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| Mark J. Alles — Chairman and Chief Executive Officer, Celgene Corporation | |
| | Specific Qualifications, Skills and Experience | | |
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•
extensive knowledge of Celgene’s business gained from his operational, commercial, and senior management positions
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•
substantial prior business experiences at other leading biopharmaceutical companies
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•
involvement in setting our long-term growth strategy
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•
significant contributions to our superior operating performance
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•
leadership skills developed while serving as an officer in the United States military
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| Richard W. Barker, D.Phil., OBE — Director of the Centre for Accelerating Medical Innovations | |
| | Specific Qualifications, Skills and Experience | | |
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•
experienced healthcare sector leader and strategist
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| |
•
distinguished career with more than 20 years’ experience in the healthcare industry
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•
senior leadership roles in the United States, the United Kingdom and elsewhere internationally
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•
experience in the pharmaceutical, biotechnology and medical informatics sectors
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•
broad perspective on policies and issues facing both healthcare systems and the pharmaceutical industry
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| Hans E. Bishop — Former Chief Executive Officer of Juno Therapeutics, Inc. | |
| | Specific Qualifications, Skills and Experience | | |
| |
•
over 30 years’ experience in the healthcare industry
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•
significant operational and executive leadership experience
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•
membership on public company boards
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•
experience in strategic, financial and operations management, risk oversight, regulatory and public policy matters, and business strategy affecting the healthcare industry.
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| Michael W. Bonney — CEO and Chairman of the Board of Kaleido Biosciences, Inc. | |
| | Specific Qualifications, Skills and Experience | | |
| |
•
extensive operational, commercial, and senior management experience
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| |
•
experience serving on the board of directors (and certain key standing committees) of other companies and trade organizations
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| |
| |
•
significant experience in senior leadership roles in the biopharmaceutical industry
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| |
| |
•
audit committee financial expert (as that term is defined in the regulations of the SEC)
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| Michael D. Casey — Independent Lead Director of Celgene Corporation; Director of Abaxis, Inc. | |
| | Specific Qualifications, Skills and Experience | | |
| |
•
significant experience and leadership as President, Chief Executive Officer and senior officer of several pharmaceutical companies
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| |
•
previous service as a director of several pharmaceutical/biotech companies
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•
long standing Board member with unique in-depth knowledge of and contributions to Celgene
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| |
•
Lead Director of Celgene since 2007
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| Carrie S. Cox — Chairman of the Board and Chief Executive Officer of Humacyte, Inc. | |
| | Specific Qualifications, Skills and Experience | | |
| |
•
distinguished career in global healthcare
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| |
•
significant experience and leadership serving in executive positions of some of the largest and most successful multi-national healthcare companies in the world
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•
responsibility for financial performance and significant capital and research and development investments
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| Michael A. Friedman, M.D. — Emeritus Chief Executive Officer of City of Hope | |
| | Specific Qualifications, Skills and Experience | | |
| |
•
valuable scientific and operational expertise
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| |
| |
•
leadership skills from extensive background in cancer research and public health
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| |
•
senior officer of a leading research institution
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| |
•
deputy and acting commissioner of the FDA
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| |
•
executive officer of a major pharmaceutical company
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| 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
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| |
| |
•
leadership skills from her extensive background in research, development of innovative therapies and public health
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| |
•
significant insight and guidance with regard to our long-term strategy and vision
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| 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
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| |
| |
•
significant operational and executive leadership experience, including leading the fourth health insurer in the U.S.
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| |
| |
•
membership on public company boards and civic organizations
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| |
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•
experience in strategic, financial and operations management, risk oversight, regulatory and public policy matters, and business strategy affecting the healthcare industry.
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| Gilla Kaplan, Ph.D. — Director of the Global Health Program, Tuberculosis, at the Bill and Melinda Gates Foundation | |
| | Specific Qualifications, Skills and Experience | | |
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•
valuable scientific expertise from her distinguished career in medical research
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•
leadership skills as evidenced by her current role as Director of the Global Health Program, Tuberculosis at the Bill and Melinda Gates Foundation
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•
significant expertise in the field of immunology
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•
long standing Board member with unique in-depth knowledge of and contributions to Celgene
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| 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
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| |
| |
•
five-year term as member of the Board of Directors of KPMG and Chairman of the Pension and Investment Committee of KPMG Board
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•
service on various committees and foundations
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| |
•
extensive background in accounting and financial reporting
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| |
| |
•
audit committee financial expert (as that term is defined in the regulations of the SEC)
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| |
| Ernest Mario, Ph.D. — Chairman of the Board of Soleno Therapeutics, Inc. and Chimerix, Inc. | |
| | Specific Qualifications, Skills and Experience | | |
| |
•
extensive executive leadership experience
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| |
| |
•
in-depth industry knowledge leading several pharmaceutical companies
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| |
| |
•
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
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| |
| |
•
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 and Address of Beneficial Ownership
|
| |
Amount and Nature of
Beneficial Ownership |
| |
Percent
of Class |
| ||||||
| Robert J. Hugin | | | | | 3,699,014(1) | | | | | | * | | |
| Mark J. Alles | | | | | 695,352(2) | | | | | | * | | |
| Peter N. Kellogg | | | | | 360,006(3) | | | | | | * | | |
| Scott A. Smith | | | | | 452,156(4) | | | | | | * | | |
| S. J. Rupert Vessey, MA, BM BCh, FRCP, D.Phil. | | | | | 162,171(5) | | | | | | * | | |
| Richard W. Barker, D.Phil., OBE | | | | | 103,646(6) | | | | | | * | | |
| Hans E. Bishop | | | | | 33,088(7) | | | | | | * | | |
| Michael Bonney | | | | | 44,550(8) | | | | | | * | | |
| Michael D. Casey | | | | | 288,145(9) | | | | | | * | | |
| Carrie S. Cox | | | | | 150,580(10) | | | | | | * | | |
| Michael A. Friedman, M.D. | | | | | 74,488(11) | | | | | | * | | |
| Julia A. Haller, M.D. | | | | | 32,750(12) | | | | | | * | | |
| Patricia A. Hemingway Hall | | | | | 10,000(13) | | | | | | * | | |
| Gilla Kaplan, Ph.D. | | | | | 262,392(14) | | | | | | * | | |
| James J. Loughlin | | | | | 214,318(15) | | | | | | * | | |
| Ernest Mario, Ph.D. | | | | | 127,537(16) | | | | | | * | | |
| John Weiland | | | | | 10,000(17) | | | | | | * | | |
| All directors and executive officers as a group (17 persons) | | | | | 2,859,042(2)(3)(5)-(17) | | | | | | * | | |
|
BlackRock, Inc.
40 East 52nd Street New York, New York 10022 |
| | | | 55,502,167(18) | | | | | | 7.6% | | |
|
The Vanguard Group, Inc.
100 Vanguard Blvd. Malvern, PA 19355 |
| | | | 54,614,215(19) | | | | | | 7.5% | | |
|
Name
|
| |
Title
|
|
| Robert J. Hugin(1) | | | Former Executive Chairman | |
| Mark J. Alles(1) | | | Chairman and Chief Executive Officer | |
| Peter N. Kellogg | | | Executive Vice President and Chief Financial Officer | |
| Scott A. Smith(2) | | | Former President and Chief Operating Officer | |
|
S. J. Rupert Vessey, MA, BM BCh, FRCP, D.Phil.
|
| | President, Research & Early Development | |
| | | |
Cumulative Total Return*
|
| |||||||||||||||||||||||||||||||||
|
Dec. 2012
|
| |
Dec. 2013
|
| |
Dec. 2014
|
| |
Dec. 2015
|
| |
Dec. 2016
|
| |
Dec. 2017
|
| |||||||||||||||||||||
| Celgene Corporation | | | | $ | 100 | | | | | $ | 215.33 | | | | | $ | 285.10 | | | | | $ | 305.24 | | | | | $ | 295.02 | | | | | $ | 265.99 | | |
| S&P 500 | | | | $ | 100 | | | | | $ | 132.04 | | | | | $ | 149.89 | | | | | $ | 151.94 | | | | | $ | 169.82 | | | | | $ | 206.49 | | |
| NASDAQ Composite | | | | $ | 100 | | | | | $ | 139.89 | | | | | $ | 160.47 | | | | | $ | 171.83 | | | | | $ | 187.03 | | | | | $ | 242.34 | | |
| NASDAQ Biotechnology | | | | $ | 100 | | | | | $ | 165.93 | | | | | $ | 222.94 | | | | | $ | 249.18 | | | | | $ | 196.00 | | | | | $ | 238.39 | | |
| |
Current Peer Group
|
| | |||
| | Abbvie Inc. | | | Bristol-Meyers Squibb Company | | |
| | Alexion Pharmaceuticals | | | Eli Lilly and Company | | |
| | Allergan plc. | | | Gilead Sciences Inc. | | |
| | Amgen Inc. | | | Merck & Company | | |
| | Biogen Inc. | | | Regeneron Pharmaceuticals | | |
|
What We Do
|
| |||||||
|
✓
|
| |
Pay for Performance
|
| | | On average 88.0% of our NEOs’ compensation is tied to performance with clearly articulated financial, strategic and Relative Total Shareholder Return (R-TSR) objectives. | |
|
✓
|
| |
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. | |
|
✓
|
| |
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. | |
|
✓
|
| |
Risk Mitigation
|
| | |
Our executive compensation programs include controls that promote a responsible and balanced risk profile:
•
Diversification of annual and long-term objectives for incentive plans;
•
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
|
|
|
✓
|
| |
Minimum Vesting
|
| | | Our annual equity awards provide for a minimum vesting period of one year. | |
|
✓
|
| |
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. | |
|
✓
|
| |
Share Ownership Requirements
|
| | |
We maintain rigorous stock ownership requirements for our Board Members and NEOs as described below:
•
During 2017, both our Executive Chairman and CEO had share ownership requirements equal to a value of six times annual base salary, and both exceeded this requirement.
•
Each of our other NEO’s share ownership requirement is equal to a value of three times annual base salary. With the exception of Dr. Vessey who was hired in 2015, all of our other NEOs meet or exceed this 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.
|
|
|
✓
|
| |
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. These holding periods further align compensation and value delivered to stock performance and long-term value to our stockholders. | |
|
✓
|
| |
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. | |
|
✓
|
| |
Change in Control Double Trigger
|
| | | In 2011, we amended our 2017 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
|
| |||||||
|
✓
|
| |
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. | |
|
✓
|
| |
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 without stockholder approval is expressly prohibited.
|
|
| x | | | No Share Recycling or Evergreen Provisions | | | |
Our 2017 Stock Incentive Plan prohibits share recycling and does not contain an evergreen renewal provision.
|
|
| x | | | No Golden Parachute Gross-up Payments Under 2017 Stock Incentive Plan | | | |
None of our NEOs currently have an agreement with the Company whereby we would be obligated to pay a gross-up for excise taxes in excess of parachute payments as defined in Internal Revenue Code (IRC) Section 280G.
|
|
|
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. | |
| |
Say on Pay – Advisory Vote on Executive Compensation – 95%
|
| |
| |
At the 2017 Annual Meeting of Stockholders, we conducted our seventh annual non-binding advisory vote on executive compensation paid to our NEOs. Approximately 95% of the votes cast were in favor of our NEO compensation as described in the 2017 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 87% of our Former Executive Chairman’s target compensation is performance-based.
|
| |
| |
Approximately 90% of our CEO’s target compensation is performance-based.
|
| |
| |
Approximately 87% 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
|
| |||
|
Performance-Based
|
| |
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
|
|
|
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 and should remain a significant portion of each NEO’s long term incentives, 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 2015–2017 and 2016–2018 LTIP cycles
•
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
|
|
|
NEO
|
| |
2016 Salary
|
| |
2017 Salary
|
| |
Effective
Date of Salary Adjustment |
| |
%
Increase |
| |
Reason
|
| |||||||||
| Robert J. Hugin | | | | $ | 1,500,000 | | | | | $ | 1,500,000 | | | |
n/a
|
| | | | 0% | | | | No increase, current salary at the time of transition from CEO to Executive Chairman was determined by our Compensation Committee to be appropriate for the new role. |
|
| Mark J. Alles | | | | $ | 1,100,000 | | | | | $ | 1,300,000 | | | |
3/1/2017
|
| | | | 18% | | | | Reflects merit increase, performance increase and continued movement toward a more competitive level of base salary. |
|
| Peter N. Kellogg | | | | $ | 850,000 | | | | | $ | 875,500 | | | |
3/1/2017
|
| | | | 3% | | | | Merit and performance increase | |
| Scott A. Smith(1) | | | | $ | 700,000 | | | | | $ | 875,000 | | | |
3/1/2017
|
| | | | 25% | | | | Increase due to promotion to COO role | |
| S. J. Rupert Vessey, MA, BM BCh, FRCP, D.Phil. | | | | $ | 675,000 | | | | | $ | 695,300 | | | |
3/1/2017
|
| | | | 3% | | | | Merit and performance increase | |
|
NEO
|
| |
Bonus
Target from 1/1/2017 to 2/28/2017 as % of Earned Salary |
| |
Bonus
Target from 3/1/2017 to 12/31/2017 as % of Earned Salary(1) |
| |
Corporate
Weighting X Corporate Score |
| |
Bonus Paid(2)
2/28/2018 |
| |||||||||
| Robert J. Hugin | | | | | 125% | | | | | | 125% | | | |
100% x 116.0%
|
| | | $ | 2,175,000 | | |
| Mark J. Alles | | | | | 125% | | | | | | 150% | | | |
100% x 116.0%
|
| | | $ | 2,144,623 | | |
| Peter N. Kellogg | | | | | 75% | | | | | | 80% | | | |
100% x 116.0%
|
| | | $ | 800,352 | | |
| Scott A. Smith | | | | | 80% | | | | | | 90% | | | |
100% x 116.0%
|
| | | $ | 845,495 | | |
|
S. J. Rupert Vessey, MA, BM BCh, FRCP, D.Phil.
|
| | | | 70% | | | | | | 80% | | | |
100% x 116.0%
|
| | | $ | 629,125 | | |
|
Active PSU Performance Cycle
|
| |
Measurements
|
| |
Weight
|
| |
Threshold, Target
& Maximum of Financial Measures |
| |||
| 2015–2017 | | | Total Revenue | | | | | 37.5% | | | |
90%–100%–110%
|
|
| 2016–2018 | | |
Adjusted EPS(1)
|
| | | | 37.5% | | | |
90%–100%–110%
|
|
| 2017–2019 | | | R-TSR | | | | | 25% | | | |
35th–50th–80th
|
|
| | | | | | | | | | | | |
(percentiles)
|
|
|
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 vesting 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
•
Subject to recovery
|
|
| RSUs | | | |
•
Granted upon hire, then annually on pre-set schedule determined by the Compensation Committee
•
Service-based cliff vesting (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) termination 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 the 2017 Stock Incentive Plan 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
|
|
|
Name
|
| |
Stock
Options |
| |
RSUs
|
| |
PSUs for the 2017–2019 Performance Cycle
|
| |||||||||||||||||||||
|
Threshold |
| |
Target
|
| |
Max
|
| ||||||||||||||||||||||||
| Robert J. Hugin | | | | | 111,999 | | | | | | 13,876 | | | | | | 10,407 | | | | | | 20,814 | | | | | | 41,628 | | |
| Mark J. Alles | | | | | 131,311 | | | | | | 17,131 | | | | | | 12,848 | | | | | | 25,696 | | | | | | 51,392 | | |
| Peter N. Kellogg | | | | | 70,644 | | | | | | 10,429 | | | | | | 5,073 | | | | | | 10,145 | | | | | | 20,290 | | |
| Scott A. Smith | | | | | 73,741 | | | | | | 10,989 | | | | | | 5,345 | | | | | | 10,690 | | | | | | 21,380 | | |
| S. J. Rupert Vessey, MA, BM BCh, FRCP, D.Phil | | | | | 61,982 | | | | | | 8,876 | | | | | | 4,317 | | | | | | 8,634 | | | | | | 17,268 | | |
| | | |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
2015–2017
|
| ||||||||||||
|
Name
|
| |
50%
|
| |
100%
|
| |
200%
|
| |
Payout
|
| ||||||||||||
| Robert J. Hugin | | | | | 14,700 | | | | | | 29,400 | | | | | | 58,800 | | | | | | 34,533 | | |
| Mark J. Alles | | | | | 3,100 | | | | | | 6,200 | | | | | | 12,400 | | | | | | 7,283 | | |
| Peter N. Kellogg | | | | | 3,100 | | | | | | 6,200 | | | | | | 12,400 | | | | | | 7,283 | | |
| Scott A. Smith | | | | | 3,100 | | | | | | 6,200 | | | | | | 12,400 | | | | | | 7,283 | | |
|
Active LTIP Performance Cycle
|
| |
Measurements
|
| |
Weight
|
| |
Threshold, Target
& Maximum of Financial Measures |
| |||
| 2015–2017 | | | Total Revenue | | | | | 37.5% | | | |
90%–100%–110%
|
|
| 2016–2018 | | |
Adjusted EPS(1)
|
| | | | 37.5% | | | |
90%–100%–110%
|
|
| 2017–2019 | | | R-TSR | | | | | 25% | | | |
35th–50th–80th
|
|
| | | | | | | | | | | | |
(percentiles)
|
|
|
Name
|
| |
Matching Contributions under the 401(k) Plan(1)
|
|
| Robert J. Hugin | | | 132.13344 shares of Common Stock (fair value of $13,789.45) | |
| Mark J. Alles | | | 132.13344 shares of Common Stock (fair value of $13,789.45) | |
| Peter N. Kellogg | | | 132.13344 shares of Common Stock (fair value of $13,789.45) | |
| Scott A. Smith | | | 132.13344 shares of Common Stock (fair value of $13,789.45) | |
| S. J. Rupert Vessey, MA, BM BCh, FRCP, D.Phil. | | | 132.13344 shares of Common Stock (fair value of $13,789.45) | |
|
(1) |
The matching 401(k) Plan amounts reflect the fair value of the shares issued as of December 31, 2017 and are included in the Summary Compensation Table, column (i), which is included elsewhere in this proxy statement. |
|
Name
|
| |
Age (1)
|
| |
Position
|
|
| Mark J. Alles | | | 59 | | | Chairman of the Board and Chief Executive Officer | |
| Peter N. Kellogg | | | 62 | | | Executive Vice President and Chief Financial Officer | |
| Terrie Curran | | | 49 | | | President, Global Inflammation and Immunology | |
| Gerald F. Masoudi | | | 50 | | | Executive Vice President, General Counsel and Corporate Secretary | |
|
S. J. Rupert Vessey, MA, BM BCh, FRCP, D.Phil.
|
| | 53 | | | President, Research and Early Development | |
| Name and Principal Position (as of 12/31/2017) |
| |
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)
|
||||||||||||||||||||||||||
|
Robert J. Hugin(6)
Executive Chairman |
| | | | 2017 | | | | | $ | 1,500,000 | | | | | | — | | | | | $ | 4,416,517 | | | | | $ | 3,617,898 | | | | | $ | 2,175,000 | | | | | | — | | | | | $ | 245,322 | | | | | $ | 11,954,737 |
| | | 2016 | | | | | $ | 1,500,000 | | | | | | — | | | | | $ | 4,257,765 | | | | | $ | 4,227,020 | | | | | $ | 6,294,053 | | | | | | — | | | | | $ | 247,399 | | | | | $ | 16,526,237 | |||
| | | 2015 | | | | | $ | 1,483,333 | | | | | | — | | | | | $ | 5,431,237 | | | | | $ | 7,944,888 | | | | | $ | 7,370,103 | | | | | | — | | | | | $ | 243,351 | | | | | $ | 22,472,912 | |||
|
Mark J. Alles(6)
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 | |||
| | | 2015 | | | | | $ | 871,250 | | | | | | — | | | | | $ | 2,176,127 | | | | | $ | 1,405,470 | | | | | $ | 3,442,215 | | | | | | — | | | | | $ | 17,109 | | | | | $ | 7,912,171 | |||
|
Peter N. Kellogg
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 | |||
| | | 2015 | | | | | $ | 820,000 | | | | | | — | | | | | $ | 2,072,789 | | | | | $ | 1,405,470 | | | | | $ | 1,383,257 | | | | | | — | | | | | $ | 24,120 | | | | | $ | 5,705,636 | |||
|
Scott A. Smith
President and Chief Operating Officer |
| | | | 2017 | | | | | $ | 833,000 | | | | | | — | | | | | $ | 2,658,278 | | | | | $ | 2,308,654 | | | | | $ | 845,495 | | | | | | — | | | | | $ | 16,772 | | | | | $ | 6,662,199 |
| | | 2016 | | | | | $ | 691,667 | | | | | | — | | | | | $ | 2,386,838 | | | | | $ | 2,068,924 | | | | | $ | 1,296,827 | | | | | | — | | | | | $ | 19,541 | | | | | $ | 6,463,797 | |||
| | | 2015 | | | | | $ | 641,667 | | | | | | — | | | | | $ | 2,072,789 | | | | | $ | 1,189,715 | | | | | $ | 860,433 | | | | | | — | | | | | $ | 18,641 | | | | | $ | 4,783,245 | |||
|
S. J. Rupert Vessey, MA, BM
BCh, FRCP, D.Phil. 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 |
|
NEO
|
| |
2015 PSU
|
| |
2016 PSU
|
| |
2017 PSU
|
| |||||||||
| Robert J. Hugin | | | | $ | 6,839,616 | | | | | $ | 4,916,520 | | | | | $ | 5,390,121 | | |
| Mark J. Alles | | | | $ | 1,442,368 | | | | | $ | 4,916,520 | | | | | $ | 6,654,365 | | |
| Peter N. Kellogg | | | | $ | 1,442,368 | | | | | $ | 2,151,030 | | | | | $ | 2,627,188 | | |
| Scott A. Smith | | | | $ | 1,442,368 | | | | | $ | 2,151,030 | | | | | $ | 2,768,359 | | |
| S. J. Rupert Vessey, MA, BM BCh, FRCP, D.Phil. | | | | $ | 1,442,368 | | | | | $ | 2,151,030 | | | | | $ | 2,235,927 | | |
|
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 |
| |
Other
|
| |
Total
|
|||||||||||||||||||||||
|
Robert J. Hugin
|
| | | | 2017 | | | | | $ | 225,000 | | | | | $ | 13,789 | | | | | | — | | | | | $ | 2,983 | | | | | $ | 3,550 | | | | | | — | | | | | $ | 245,322 |
| | | 2016 | | | | | $ | 225,000 | | | | | $ | 17,382 | | | | | | — | | | | | $ | 2,704 | | | | | $ | 2,313 | | | | | | — | | | | | $ | 247,399 | |||
| | | 2015 | | | | | $ | 222,500 | | | | | $ | 16,186 | | | | | | — | | | | | $ | 2,455 | | | | | $ | 2,210 | | | | | | — | | | | | $ | 243,351 | |||
|
Mark J. Alles
|
| | | | 2017 | | | | | | — | | | | | $ | 13,789 | | | | | | — | | | | | $ | 2,983 | | | | | | — | | | | | | — | | | | | $ | 16,772 |
| | | 2016 | | | | | | — | | | | | $ | 17,382 | | | | | | — | | | | | $ | 952 | | | | | | — | | | | | | — | | | | | $ | 18,334 | |||
| | | 2015 | | | | | | — | | | | | $ | 16,186 | | | | | | — | | | | | $ | 923 | | | | | | — | | | | | | — | | | | | $ | 17,109 | |||
|
Peter N. Kellogg
|
| | | | 2017 | | | | | | — | | | | | $ | 13,789 | | | | | $ | 11,424 | | | | | $ | 2,983 | | | | | | — | | | | | | — | | | | | $ | 28,196 |
| | | 2016 | | | | | | — | | | | | $ | 17,382 | | | | | $ | 9,591 | | | | | $ | 2,704 | | | | | | — | | | | | | — | | | | | $ | 29,677 | |||
| | | 2015 | | | | | | — | | | | | $ | 16,186 | | | | | $ | 5,479 | | | | | $ | 2,455 | | | | | | — | | | | | | — | | | | | $ | 24,120 | |||
|
Scott A. Smith
|
| | | | 2017 | | | | | | — | | | | | $ | 13,789 | | | | | | — | | | | | $ | 2,983 | | | | | | — | | | | | | — | | | | | $ | 16,772 |
| | | 2016 | | | | | | — | | | | | $ | 17,382 | | | | | | — | | | | | $ | 2,159 | | | | | | — | | | | | | — | | | | | $ | 19,541 | |||
| | | 2015 | | | | | | — | | | | | $ | 16,186 | | | | | | — | | | | | $ | 2,455 | | | | | | — | | | | | | — | | | | | $ | 18,641 | |||
|
S. J. Rupert Vessey, MA,
BM BCh, FRCP, D.Phil. |
| | | | 2017 | | | | | | — | | | | | $ | 13,789 | | | | | $ | 9,959 | | | | | $ | 1,611 | | | | | | — | | | | | | — | | | | | $ | 25,359 |
| | | 2016 | | | | | | — | | | | | $ | 17,382 | | | | | $ | 5,938 | | | | | $ | 530 | | | | | | — | | | | | | — | | | | | $ | 23,850 |
|
Name
|
| |
Grant
Date |
| |
Comm
Action(1) |
| |
Estimated Potential/Future
Payouts Under Non-Equity Incentive Plan Awards(2) |
| |
Estimated Potential/Future
Payouts Under Equity Incentive Plan Awards (#)(3) |
| |
Stock
Awards Number of Shares of Stock or Units (#)(4) |
| |
Awards
Number of Securities Underlying Options (#)(4) |
| |
Exercise
or Base Price of Stock and Options ($/Sh)(5) |
| |
Grant
Date Fair Value of PSUs Stock and Options(6) |
| |||||||||||||||||||||||||||||||||||||||||||||
|
Threshold
|
| |
Target
|
| |
Maximum
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
(a)
|
| |
(b)
|
| | | | | | | |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(h)
|
| |
(i)
|
| |
(j)
|
| |
(k)
|
| |
(l)
|
| ||||||||||||||||||||||||||||||
|
Robert J. Hugin
|
| | | | 1/30/2017 | | | | | | 2/9/2016 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 29,669 | | | | | $ | 113.18 | | | | | $ | 985,115 | | |
| | | 3/1/2017 | | | | | | 2/21/2017 | | | | | | | | $ | 1,875,000 | | | | | $ | 3,750,000 | | | | | | 10,407 | | | | | | 20,814 | | | | | | 41,628 | | | | | | | | | | | | — | | | | | $ | — | | | | | $ | 2,695,060 | | | |||
| | | 5/1/2017 | | | | | | 2/21/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 27,443 | | | | | $ | 124.06 | | | | | $ | 916,223 | | | |||
| | | 5/1/2017 | | | | | | 2/21/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,876 | | | | | | — | | | | | $ | — | | | | | $ | 1,721,457 | | | |||
| | | 7/31/2017 | | | | | | 2/21/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 27,443 | | | | | $ | 135.41 | | | | | $ | 936,037 | | | |||
| | | 10/30/2017 | | | | | | 2/21/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 27,444 | | | | | $ | 100.97 | | | | | $ | 780,524 | | | |||
|
Mark J. Alles
|
| | | | 1/30/2017 | | | | | | 2/9/2016 | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 29,669 | | | | | $ | 113.18 | | | | | $ | 985,115 | | |
| | | 3/1/2017 | | | | | | 2/21/2017 | | | |
|
| | | $ | 1,950,000 | | | | | $ | 3,900,000 | | | | | | 12,848 | | | | | | 25,696 | | | | | | 51,392 | | | | | | | | | | | | — | | | | | $ | — | | | | | $ | 3,327,182 | | | |||
| | | 5/1/2017 | | | | | | 2/21/2017 | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 33,880 | | | | | $ | 124.06 | | | | | $ | 1,131,131 | | | |||
| | | 5/1/2017 | | | | | | 2/21/2017 | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,131 | | | | | | 0 | | | | | $ | — | | | | | $ | 2,125,272 | | | |||
| | | 7/31/2017 | | | | | | 2/21/2017 | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 33,881 | | | | | $ | 135.41 | | | | | $ | 1,155,627 | | | |||
| | | 10/30/2017 | | | | | | 2/21/2017 | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 33,881 | | | | | $ | 100.97 | | | | | $ | 963,596 | | | |||
|
Peter N. Kellogg
|
| | | | 1/30/2017 | | | | | | 2/9/2016 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,981 | | | | | $ | 113.18 | | | | | $ | 431,015 | | |
| | | 3/1/2017 | | | | | | 2/21/2017 | | | | | | | | $ | 700,400 | | | | | $ | 1,400,800 | | | | | | 5,073 | | | | | | 10,145 | | | | | | 20,290 | | | | | | | | | | | | — | | | | | $ | — | | | | | $ | 1,313,594 | | | |||
| | | 5/1/2017 | | | | | | 2/21/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,376 | | | | | $ | 124.06 | | | | | $ | 446,576 | | | |||
| | | 5/1/2017 | | | | | | 2/21/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,763 | | | | | | — | | | | | $ | — | | | | | $ | 839,018 | | | |||
| | | 7/31/2017 | | | | | | 2/21/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,376 | | | | | $ | 135.41 | | | | | $ | 456,234 | | | |||
| | | 10/30/2017 | | | | | | 2/21/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 30,911 | | | | | $ | 100.97 | | | | | $ | 879,127 | | | |||
| | | 10/30/2017 | | | | | | 2/21/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,666 | | | | | | — | | | | | $ | — | | | | | $ | 370,156 | | | |||
|
Scott A. Smith
|
| | | | 1/30/2017 | | | | | | 2/9/2016 | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,098 | | | | | $ | 113.18 | | | | | $ | 431,015 | | |
| | | 3/1/2017 | | | | | | 2/21/2017 | | | |
|
| | | $ | 787,500 | | | | | $ | 1,575,000 | | | | | | 5,345 | | | | | | 10,690 | | | | | | 21,380 | | | | | | | | | | | | — | | | | | $ | — | | | | | $ | 1,384,179 | | | |||
| | | 5/1/2017 | | | | | | 2/21/2017 | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,094 | | | | | $ | 124.06 | | | | | $ | 470,548 | | | |||
| | | 5/1/2017 | | | | | | 2/21/2017 | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,126 | | | | | | — | | | | | $ | — | | | | | $ | 884,052 | | | |||
| | | 7/31/2017 | | | | | | 2/21/2017 | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,094 | | | | | $ | 135.41 | | | | | $ | 480,724 | | | |||
| | | 10/30/2017 | | | | | | 2/21/2017 | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 32,572 | | | | | $ | 100.97 | | | | | $ | 926,367 | | | |||
| | | 10/30/2017 | | | | | | 2/21/2017 | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,863 | | | | | | — | | | | | $ | — | | | | | $ | 390,047 | | | |||
|
Rupert J. Vessey,
MA, BM BCh, FRCP, D.Phil. |
| | | | 1/30/2017 | | | | | | 2/9/2016 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,906 | | | | | $ | 113.18 | | | | | $ | 428,524 | | |
| | | 3/1/2017 | | | | | | 2/21/2017 | | | | | | | | $ | 556,240 | | | | | $ | 1,112,480 | | | | | | 4,317 | | | | | | 8,634 | | | | | | 17,268 | | | | | | | | | | | | | | | | | $ | — | | | | | $ | 1,117,963 | | | |||
| | | 5/1/2017 | | | | | | 2/21/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,384 | | | | | $ | 124.06 | | | | | $ | 380,071 | | | |||
| | | 5/1/2017 | | | | | | 2/21/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,756 | | | | | | | | | | | $ | — | | | | | $ | 714,089 | | | |||
| | | 7/31/2017 | | | | | | 2/21/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,384 | | | | | $ | 135.41 | | | | | $ | 388,290 | | | |||
| | | 10/30/2017 | | | | | | 2/21/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 26,308 | | | | | $ | 100.97 | | | | | $ | 748,215 | | | |||
| | | 10/30/2017 | | | | | | 2/21/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,120 | | | | | | — | | | | | $ | — | | | | | $ | 315,026 | | |
|
Name
|
| |
Option Awards
|
| |
Stock Awards
|
| |||||||||||||||||||||||||||||||||||||||||||||
|
Number of
Securities Underlying Unexercised Options Exercisable (#)(1) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#)(2) |
| |
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 (#)(3) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested ($)(4) |
| |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) |
| |||||||||||||||||||||||||||
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(h)
|
| |
(i)
|
| |
(j)
|
| ||||||||||||||||||||||||
| Robert J. Hugin | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,300 | | | | | $ | 1,701,068 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | 15,608 | | | | | $ | 1,628,851 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,876 | | | | | $ | 1,448,099 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 51,450 | | | | | $ | 5,369,322 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 23,412 | | | | | $ | 2,443,276 | | |
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,407 | | | | | $ | 1,086,075 | | |
| | | | | | — | | | | | | 27,443 | | | | | | | | $ | 135.41 | | | | | | 7/31/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 20,350 | | | | | | 20,350 | | | |
|
| | | $ | 132.56 | | | | | | 7/27/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 27,443 | | | | | | | | $ | 124.06 | | | | | | 5/1/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 843 | | | |
|
| | | $ | 118.57 | | | | | | 2/2/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 39,750 | | | | | | 38,907 | | | | | | | | $ | 118.57 | | | | | | 2/2/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 7,417 | | | | | | 22,252 | | | |
|
| | | $ | 114.69 | | | | | | 8/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 20,350 | | | | | | 20,350 | | | | | | | | $ | 114.08 | | | | | | 11/9/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 883 | | | |
|
| | | $ | 113.18 | | | | | | 1/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 28,786 | | | | | | | | $ | 113.18 | | | | | | 1/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 20,350 | | | | | | 20,350 | | | |
|
| | | $ | 109.90 | | | | | | 5/4/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 7,417 | | | | | | 22,252 | | | | | | | | $ | 104.97 | | | | | | 5/2/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 1 | | | |
|
| | | $ | 103.10 | | | | | | 10/27/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 59,625 | | | | | | 19,874 | | | | | | | | $ | 103.10 | | | | | | 10/27/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 7,417 | | | | | | 22,252 | | | |
|
| | | $ | 102.18 | | | | | | 10/31/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 27,444 | | | | | | | | $ | 100.97 | | | | | | 10/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 992 | | | |
|
| | | $ | 100.80 | | | | | | 2/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 10,175 | | | | | | 29,533 | | | | | | | | $ | 100.80 | | | | | | 2/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 119,250 | | | | | | 39,750 | | | |
|
| | | $ | 87.64 | | | | | | 7/28/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 117,500 | | | | | | — | | | | | | | | $ | 78.12 | | | | | | 10/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 1,344 | | | |
|
| | | $ | 74.30 | | | | | | 2/3/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 88,124 | | | | | | 28,032 | | | | | | | | $ | 74.30 | | | | | | 2/3/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 117,500 | | | | | | — | | | |
|
| | | $ | 71.33 | | | | | | 7/29/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 117,500 | | | | | | — | | | | | | | | $ | 59.24 | | | | | | 4/29/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 94,980 | | | | | | — | | | |
|
| | | $ | 49.48 | | | | | | 1/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 97,000 | | | | | | — | | | | | | | | $ | 36.68 | | | | | | 10/31/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 97,000 | | | | | | — | | | |
|
| | | $ | 36.47 | | | | | | 4/30/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 87,250 | | | | | | — | | | | | | | | $ | 36.36 | | | | | | 1/30/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 45,000 | | | | | | — | | | |
|
| | | $ | 35.91 | | | | | | 7/8/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 15,000 | | | | | | — | | | | | | | | $ | 35.91 | | | | | | 7/8/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 97,000 | | | | | | — | | | |
|
| | | $ | 34.70 | | | | | | 7/30/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 90,000 | | | | | | — | | | | | | | | $ | 32.42 | | | | | | 10/31/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 50,000 | | | | | | — | | | |
|
| | | $ | 30.74 | | | | | | 4/13/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 90,000 | | | | | | — | | | | | | | | $ | 29.89 | | | | | | 5/2/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 90,000 | | | | | | — | | | |
|
| | | $ | 29.24 | | | | | | 8/1/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 76,000 | | | | | | — | | | | | | | | $ | 28.94 | | | | | | 10/12/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 45,000 | | | | | | — | | | |
|
| | | $ | 28.90 | | | | | | 10/14/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 15,000 | | | | | | — | | | | | | | | $ | 28.90 | | | | | | 10/14/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 46,492 | | | | | | — | | | |
|
| | | $ | 28.50 | | | | | | 1/12/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 50,000 | | | | | | — | | | | | | | | $ | 27.28 | | | | | | 10/13/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 76,000 | | | | | | — | | | |
|
| | | $ | 26.17 | | | | | | 7/13/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 72,120 | | | | | | — | | | | | | | | $ | 25.77 | | | | | | 1/31/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 56,030 | | | | | | — | | | |
|
| | | $ | 25.18 | | | | | | 1/13/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 50,000 | | | | | | — | | | | | | | | $ | 23.01 | | | | | | 7/14/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 37,500 | | | | | | — | | | |
|
| | | $ | 19.51 | | | | | | 4/14/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 12,500 | | | | | | — | | | | | | | | $ | 19.51 | | | | | | 4/14/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Name
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| |
Option Awards
|
| |
Stock Awards
|
| |||||||||||||||||||||||||||||||||||||||||||||
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Number of
Securities Underlying Unexercised Options Exercisable (#)(1) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#)(2) |
| |
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 (#)(3) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested ($)(4) |
| |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) |
| |||||||||||||||||||||||||||
|
(a)
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(b)
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(c)
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(d)
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(f)
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(g)
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| Mark J. Alles | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,131 | | | | | $ | 1,787,791 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | 15,608 | | | | | $ | 1,628,851 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,929 | | | | | $ | 931,830 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | 3,500 | | | | | $ | 365,260 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 23,412 | | | | | $ | 2,443,276 | | |
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,848 | | | | | $ | 1,340,817 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,850 | | | | | $ | 1,132,306 | | |
| | | | | | — | | | | | | 33,881 | | | |
|
| | | $ | 135.41 | | | | | | 7/31/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 2,157 | | | | | | | | $ | 132.56 | | | | | | 7/27/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 4,312 | | | | | | 2,156 | | | |
|
| | | $ | 132.56 | | | | | | 7/27/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 33,880 | | | | | | | | $ | 124.06 | | | | | | 5/1/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 843 | | | |
|
| | | $ | 118.57 | | | | | | 2/2/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 1,701 | | | | | | | | $ | 118.57 | | | | | | 2/2/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 5,087 | | | | | | 2,544 | | | |
|
| | | $ | 118.57 | | | | | | 2/2/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 11,752 | | | | | | — | | | | | | | | $ | 117.18 | | | | | | 12/19/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 3,918 | | | |
|
| | | $ | 117.18 | | | | | | 12/19/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 7,418 | | | | | | | | $ | 114.69 | | | | | | 8/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 7,417 | | | | | | 14,834 | | | |
|
| | | $ | 114.69 | | | | | | 8/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 2,157 | | | | | | | | $ | 114.08 | | | | | | 11/9/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 4,312 | | | | | | 2,156 | | | |
|
| | | $ | 114.08 | | | | | | 11/9/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 883 | | | | | | | | $ | 113.18 | | | | | | 1/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 6,535 | | | |
|
| | | $ | 113.18 | | | | | | 1/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 22,251 | | | | | | | | $ | 113.18 | | | | | | 1/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 2,157 | | | |
|
| | | $ | 109.90 | | | | | | 5/4/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 4,312 | | | | | | 2,156 | | | | | | | | $ | 109.90 | | | | | | 5/4/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 7,418 | | | |
|
| | | $ | 104.97 | | | | | | 5/2/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 7,417 | | | | | | 14,834 | | | | | | | | $ | 104.97 | | | | | | 5/2/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 1 | | | |
|
| | | $ | 103.10 | | | | | | 10/27/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 2,543 | | | | | | | | $ | 103.10 | | | | | | 10/27/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 7,631 | | | | | | — | | | |
|
| | | $ | 103.10 | | | | | | 10/27/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 7,418 | | | | | | | | $ | 102.18 | | | | | | 10/31/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 7,417 | | | | | | 14,834 | | | |
|
| | | $ | 102.18 | | | | | | 10/31/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 8,470 | | | | | | | | $ | 100.97 | | | | | | 10/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 25,411 | | | |
|
| | | $ | 100.97 | | | | | | 10/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 992 | | | | | | | | $ | 100.80 | | | | | | 2/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 1,165 | | | |
|
| | | $ | 100.80 | | | | | | 2/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 2,156 | | | | | | 4,312 | | | | | | | | $ | 100.80 | | | | | | 2/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 15,262 | | | | | | — | | | |
|
| | | $ | 87.64 | | | | | | 7/28/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 5,088 | | | | | | | | $ | 87.64 | | | | | | 7/28/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 13,124 | | | | | | — | | | |
|
| | | $ | 81.56 | | | | | | 12/2/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 6,564 | | | | | | — | | | | | | | | $ | 81.56 | | | | | | 12/2/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 11,824 | | | | | | — | | | |
|
| | | $ | 78.12 | | | | | | 10/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 5,914 | | | | | | — | | | | | | | | $ | 78.12 | | | | | | 10/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 11,824 | | | | | | — | | | |
|
| | | $ | 74.30 | | | | | | 2/3/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 1,344 | | | | | | | | $ | 74.30 | | | | | | 2/3/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 4,570 | | | |
|
| | | $ | 74.30 | | | | | | 2/3/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 11,824 | | | | | | — | | | | | | | | $ | 71.33 | | | | | | 7/29/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 5,914 | | | | | | — | | | |
|
| | | $ | 71.33 | | | | | | 7/29/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 17,738 | | | | | | — | | | | | | | | $ | 59.24 | | | | | | 4/29/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 2,020 | | | | | | — | | | |
|
| | | $ | 49.48 | | | | | | 1/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 10,468 | | | | | | — | | | | | | | | $ | 49.48 | | | | | | 1/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 17,500 | | | | | | — | | | |
|
| | | $ | 40.22 | | | | | | 12/17/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 2,704 | | | | | | — | | | | | | | | $ | 36.96 | | | | | | 3/1/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 8,290 | | | | | | — | | | |
|
| | | $ | 36.96 | | | | | | 3/1/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 8,326 | | | | | | — | | | | | | | | $ | 36.68 | | | | | | 10/31/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 8,326 | | | | | | — | | | |
|
| | | $ | 36.47 | | | | | | 4/30/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 8,326 | | | | | | — | | | | | | | | $ | 34.70 | | | | | | 7/30/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Name
|
| |
Option Awards
|
| |
Stock Awards
|
| |||||||||||||||||||||||||||||||||||||||||||||
|
Number of
Securities Underlying Unexercised Options Exercisable (#)(1) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#)(2) |
| |
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 (#)(3) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested ($)(4) |
| |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) |
| |||||||||||||||||||||||||||
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(h)
|
| |
(i)
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(j)
|
| ||||||||||||||||||||||||
| Peter N. Kellogg | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,036 | | | | | $ | 838,637 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | 6,829 | | | | | $ | 712,674 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,763 | | | | | $ | 705,787 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | 5,609 | | | | | $ | 585,355 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,666 | | | | | $ | 382,584 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | 3,500 | | | | | $ | 365,260 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,850 | | | | | $ | 1,132,306 | | |
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,243 | | | | | $ | 1,068,959 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,073 | | | | | $ | 529,366 | | |
| | | | | | — | | | | | | 13,376 | | | |
|
| | | $ | 135.41 | | | | | | 7/31/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 4,312 | | | | | | 4,313 | | | | | | | | $ | 132.56 | | | | | | 7/27/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 13,376 | | | |
|
| | | $ | 124.06 | | | | | | 5/1/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 843 | | | | | | | | $ | 118.57 | | | | | | 2/2/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 5,087 | | | | | | 4,245 | | | |
|
| | | $ | 118.57 | | | | | | 2/2/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 8,820 | | | | | | 2,940 | | | | | | | | $ | 117.18 | | | | | | 12/19/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 3,245 | | | | | | 9,735 | | | |
|
| | | $ | 114.69 | | | | | | 8/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 4,312 | | | | | | 4,313 | | | | | | | | $ | 114.08 | | | | | | 11/9/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 883 | | | |
|
| | | $ | 113.18 | | | | | | 1/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 2,363 | | | | | | | | $ | 113.18 | | | | | | 1/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 9,735 | | | |
|
| | | $ | 113.18 | | | | | | 1/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 4,312 | | | | | | 4,313 | | | | | | | | $ | 109.90 | | | | | | 5/4/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 3,245 | | | | | | 9,735 | | | |
|
| | | $ | 104.97 | | | | | | 5/2/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 7,631 | | | | | | 2,544 | | | | | | | | $ | 103.10 | | | | | | 10/27/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 8,026 | | | | | | 24,078 | | | |
|
| | | $ | 102.18 | | | | | | 10/31/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 7,728 | | | | | | | | $ | 100.97 | | | | | | 10/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 23,183 | | | |
|
| | | $ | 100.97 | | | | | | 10/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 992 | | | | | | | | $ | 100.80 | | | | | | 2/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 2,156 | | | | | | 5,477 | | | |
|
| | | $ | 100.80 | | | | | | 2/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 3,462 | | | | | | 1,154 | | | | | | | | $ | 86.65 | | | | | | 8/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 71,538 | | | | | | 23,846 | | | |
|
| | | $ | 86.65 | | | | | | 8/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Name
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Option Awards
|
| |
Stock Awards
|
| |||||||||||||||||||||||||||||||||||||||||||||
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Number of
Securities Underlying Unexercised Options Exercisable (#)(1) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#)(2) |
| |
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 (#)(3) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested ($)(4) |
| |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) |
| |||||||||||||||||||||||||||
|
(a)
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| |
(b)
|
| |
(c)
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| |
(d)
|
| |
(e)
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| |
(f)
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| |
(g)
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| |
(h)
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(i)
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(j)
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| ||||||||||||||||||||||||
| Scott A. Smith | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,036 | | | | | $ | 838,637 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | 7,126 | | | | | $ | 743,669 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,829 | | | | | $ | 712,674 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | 5,128 | | | | | $ | 535,158 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,863 | | | | | $ | 403,143 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | 3,500 | | | | | $ | 365,260 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,850 | | | | | $ | 1,132,306 | | |
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,243 | | | | | $ | 1,068,959 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,345 | | | | | $ | 557,804 | | |
| | | | | | — | | | | | | 14,094 | | | |
|
| | | $ | 135.41 | | | | | | 7/31/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 4,312 | | | | | | 4,313 | | | | | | | | $ | 132.56 | | | | | | 7/27/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 14,094 | | | |
|
| | | $ | 124.06 | | | | | | 5/1/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 843 | | | | | | | | $ | 118.57 | | | | | | 2/2/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 2,500 | | | | | | 1,657 | | | |
|
| | | $ | 118.57 | | | | | | 2/2/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 8,820 | | | | | | 2,940 | | | | | | | | $ | 117.18 | | | | | | 12/19/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 3,245 | | | |
|
| | | $ | 114.69 | | | | | | 8/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 3,245 | | | | | | 6,490 | | | | | | | | $ | 114.69 | | | | | | 8/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 4,312 | | | | | | 4,313 | | | |
|
| | | $ | 114.08 | | | | | | 11/9/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 883 | | | | | | | | $ | 113.18 | | | | | | 1/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 2,363 | | | |
|
| | | $ | 113.18 | | | | | | 1/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 9,735 | | | | | | | | $ | 113.18 | | | | | | 1/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 4,312 | | | | | | 4,313 | | | |
|
| | | $ | 109.90 | | | | | | 5/4/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 3,245 | | | | | | | | $ | 104.97 | | | | | | 5/2/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 3,245 | | | | | | 6,490 | | | |
|
| | | $ | 104.97 | | | | | | 5/2/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 1 | | | | | | | | $ | 103.10 | | | | | | 10/27/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 3,750 | | | | | | 1,249 | | | |
|
| | | $ | 103.10 | | | | | | 10/27/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 7,616 | | | | | | | | $ | 102.18 | | | | | | 10/31/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 7,616 | | | | | | 15,233 | | | |
|
| | | $ | 102.18 | | | | | | 10/31/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 8,143 | | | | | | | | $ | 100.97 | | | | | | 10/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 24,429 | | | |
|
| | | $ | 100.97 | | | | | | 10/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 992 | | | | | | | | $ | 100.80 | | | | | | 2/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 2,156 | | | | | | 5,477 | | | |
|
| | | $ | 100.80 | | | | | | 2/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 7,500 | | | | | | 2,500 | | | | | | | | $ | 87.64 | | | | | | 7/28/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 15,000 | | | | | | — | | | |
|
| | | $ | 81.56 | | | | | | 12/2/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 10,000 | | | | | | — | | | | | | | | $ | 78.12 | | | | | | 10/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 1,344 | | | |
|
| | | $ | 74.30 | | | | | | 2/3/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 7,500 | | | | | | 1,156 | | | | | | | | $ | 74.30 | | | | | | 2/3/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 10,000 | | | | | | — | | | |
|
| | | $ | 71.33 | | | | | | 7/29/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 644 | | | | | | — | | | | | | | | $ | 59.24 | | | | | | 4/29/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 9,356 | | | | | | — | | | |
|
| | | $ | 59.24 | | | | | | 4/29/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 1,250 | | | | | | — | | | | | | | | $ | 49.48 | | | | | | 1/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 3,750 | | | | | | — | | | |
|
| | | $ | 49.48 | | | | | | 1/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 15,000 | | | | | | — | | | | | | | | $ | 40.22 | | | | | | 12/17/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 5,000 | | | | | | — | | | |
|
| | | $ | 36.68 | | | | | | 10/31/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 1,250 | | | | | | — | | | | | | | | $ | 36.47 | | | | | | 4/30/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 3,750 | | | | | | — | | | |
|
| | | $ | 36.47 | | | | | | 4/30/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 1,250 | | | | | | — | | | | | | | | $ | 36.36 | | | | | | 1/30/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 3,750 | | | | | | — | | | |
|
| | | $ | 36.36 | | | | | | 1/30/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 258 | | | | | | — | | | | | | | | $ | 34.70 | | | | | | 7/30/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 4,742 | | | | | | — | | | |
|
| | | $ | 34.70 | | | | | | 7/30/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 5,000 | | | | | | — | | | | | | | | $ | 32.42 | | | | | | 10/31/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 20,000 | | | | | | — | | | |
|
| | | $ | 31.54 | | | | | | 11/30/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 702 | | | | | | — | | | | | | | | $ | 30.74 | | | | | | 4/13/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 11,398 | | | | | | — | | | |
|
| | | $ | 30.74 | | | | | | 4/13/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 736 | | | | | | — | | | | | | | | $ | 29.89 | | | | | | 5/2/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 4,264 | | | | | | — | | | |
|
| | | $ | 29.89 | | | | | | 5/2/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 5,000 | | | | | | — | | | | | | | | $ | 29.24 | | | | | | 8/1/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 2 | | | | | | — | | | |
|
| | | $ | 28.94 | | | | | | 10/12/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 12,098 | | | | | | — | | | | | | | | $ | 28.94 | | | | | | 10/12/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 2,750 | | | | | | — | | | |
|
| | | $ | 28.50 | | | | | | 1/12/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 12,100 | | | | | | — | | | | | | | | $ | 26.17 | | | | | | 7/13/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 3,026 | | | | | | — | | | |
|
| | | $ | 25.77 | | | | | | 1/31/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 9,074 | | | | | | — | | | | | | | | $ | 25.77 | | | | | | 1/31/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 1,250 | | | | | | — | | | |
|
| | | $ | 25.18 | | | | | | 1/13/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 646 | | | | | | — | | | | | | | | $ | 23.01 | | | | | | 7/14/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 2,750 | | | | | | — | | | |
|
| | | $ | 19.51 | | | | | | 4/14/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Name
|
| |
Option Awards
|
| |
Stock Awards
|
| |||||||||||||||||||||||||||||||||||||||||||||
|
Number of
Securities Underlying Unexercised Options Exercisable (#)(1) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#)(2) |
| |
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 (#)(3) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested ($)(4) |
| |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) |
| |||||||||||||||||||||||||||
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(h)
|
| |
(i)
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(j)
|
| ||||||||||||||||||||||||
| S. J. Rupert Vessey, MA, BM BCh, FRCP, D.Phil. | | | | | | | | | | | | | | | | | | | | 6,731 | | | | | $ | 702,447 | | | | | | | | | | | | | | | ||||||||||||
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | 5,756 | | | | | $ | 600,696 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,623 | | | | | $ | 586,816 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | 5,369 | | | | | $ | 560,309 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,350 | | | | | $ | 558,326 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | 3,120 | | | | | $ | 325,603 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 781 | | | | | $ | 81,505 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,317 | | | | | $ | 450,522 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,344 | | | | | $ | 244,620 | | |
| | | | | | — | | | | | | 11,384 | | | |
|
| | | $ | 135.41 | | | | | | 7/31/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 1,562 | | | | | | 1,563 | | | | | | | | $ | 132.56 | | | | | | 7/27/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 11,384 | | | |
|
| | | $ | 124.06 | | | | | | 5/1/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 1,686 | | | | | | 1,686 | | | | | | | | $ | 118.57 | | | | | | 2/2/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 7,884 | | | | | | 7,886 | | | |
|
| | | $ | 118.57 | | | | | | 2/2/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 3,226 | | | | | | 9,680 | | | | | | | | $ | 114.69 | | | | | | 8/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 1,562 | | | | | | 1,563 | | | |
|
| | | $ | 114.08 | | | | | | 11/9/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 883 | | | | | | | | $ | 113.18 | | | | | | 1/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 12,023 | | | |
|
| | | $ | 113.18 | | | | | | 1/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 1,562 | | | | | | 1,563 | | | | | | | | $ | 109.90 | | | | | | 5/4/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 201 | | | |
|
| | | $ | 104.97 | | | | | | 5/2/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 9,479 | | | | | | | | $ | 104.97 | | | | | | 5/2/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 7,802 | | | | | | 23,408 | | | |
|
| | | $ | 102.18 | | | | | | 10/31/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 26,308 | | | | | | | | $ | 100.97 | | | | | | 10/30/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 782 | | | |
|
| | | $ | 100.80 | | | | | | 2/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | — | | | | | | 1,562 | | | | | | | | $ | 100.80 | | | | | | 2/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Name
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
|
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)
|
| ||||||||||||
| Robert J. Hugin | | | | | 323,448 | | | | | $ | 30,557,439 | | | | | | 44,632 | | | | | $ | 5,981,239 | | |
| Mark J. Alles | | | | | — | | | | | $ | — | | | | | | 8,882 | | | | | $ | 1,064,132 | | |
| Peter N. Kellogg | | | | | — | | | | | $ | — | | | | | | 65,642 | | | | | $ | 8,695,821 | | |
| Scott A. Smith | | | | | — | | | | | $ | — | | | | | | 8,542 | | | | | $ | 1,049,364 | | |
| Rupert J. Vessey, MA, BM BCh, FRCP, D.Phil. | | | | | 4,007 | | | | | $ | 64,194 | | | | | | 5,755 | | | | | $ | 663,471 | | |
|
Name
|
| |
Executive
Contributions in Last Fiscal Year(1) |
| |
Company
Contributions in Last Fiscal Year(2) |
| |
Aggregate
Earnings In Last Fiscal Year(3) |
| |
Aggregate
Withdrawals/ Distributions |
| |
Aggregate
Balance at Last Fiscal Year End(4) |
| |||||||||||||||
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |||||||||||||||
| Robert J. Hugin | | | | $ | 3,525,033 | | | | | $ | 225,000 | | | | | $ | (388,163) | | | | | $ | — | | | | | $ | 20,474,012 | | |
| Mark J. Alles | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| Peter N. Kellogg | | | | $ | 435,625 | | | | | $ | — | | | | | $ | 231,736 | | | | | $ | — | | | | | $ | 1,789,163 | | |
| Scott A. Smith | | | | $ | 324,207 | | | | | $ | — | | | | | $ | 84,730 | | | | | $ | — | | | | | $ | 951,673 | | |
| S. J. Rupert Vessey, MA, BM BCh, FRCP, D.Phil. | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
|
Fund
|
| |
2017 Rate of Return
|
| |||
| Celgene 30 Year Treasury + 100 bpts | | | | | 3.86% | | |
| Celgene Prime | | | | | 4.00% | | |
| T. Rowe Price Retirement 2010 | | | | | 11.66% | | |
| T. Rowe Price Retirement 2020 | | | | | 15.74% | | |
| T. Rowe Price Retirement 2030 | | | | | 19.45% | | |
| T. Rowe Price Retirement 2040 | | | | | 22.02% | | |
| Fidelity Retirement Money Market SPAXX | | | | | 0.51% | | |
| Federated Capital Preservation | | | | | 1.13% | | |
| BlackRock Intermediate Bond Portfolio | | | | | 3.15% | | |
| BlackRock High Yield Bond Portfolio | | | | | 8.20% | | |
| American Funds Balanced | | | | | 15.77% | | |
| American Century Equity Income | | | | | 13.68% | | |
| MFS Value | | | | | 17.76% | | |
| Federated Max-Cap Index | | | | | 21.32% | | |
| Janus Advisor Forty | | | | | 29.60% | | |
| Invesco Mid Cap Core Equity | | | | | 15.04% | | |
| Fidelity Advisor Mid Cap | | | | | 20.55% | | |
| American Century Small Cap Value | | | | | 10.39% | | |
| Royce Premier | | | | | 23.85% | | |
| Invesco Small Cap Growth | | | | | 24.91% | | |
| American Funds EuroPacific Growth | | | | | 31.09% | | |
|
Benefit
|
| |
Retirement
|
| |
Death
|
| |
Disability
|
| |
Termination
by Company without cause |
| |
Termination in
Connection with a Change in Control |
| |||||||||||||||
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |||||||||||||||
| Cash Severance | | | | $ | — | | | | | $ | 3,375,000(1) | | | | | $ | 3,375,000(1) | | | | | $ | 3,375,000(1) | | | | | $ | 13,373,439(2)(3) | | |
| Acceleration of Stock Options and RSUs | | | | $ | 6,660,937(4) | | | | | $ | 6,660,937(4) | | | | | $ | 6,660,937(4) | | | | | | — | | | | | $ | 6,660,937(4) | | |
| PSU Grants (2015, 2016 and 2017) | | | | $ | 8,219,356(5) | | | | | $ | 7,407,657(5) | | | | | $ | 7,407,657(5) | | | | | | — | | | | | $ | 7,407,657(5) | | |
| MIP Payment | | | | $ | 2,175,000(6) | | | | | $ | 2,175,000(6) | | | | | $ | 2,175,000(6) | | | | | $ | 2,175,000(6) | | | | | $ | 2,175,000(6) | | |
| Nonqualified Plan | | | | $ | 20,474,012(7) | | | | | $ | 20,474,012(7) | | | | | $ | 20,474,012(7) | | | | | $ | 20,474,012(7) | | | | | $ | 20,474,012(7) | | |
| Health & Welfare Benefits | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 407,108(8) | | |
| TOTAL | | | | $ | 37,529,305 | | | | | $ | 40,092,606 | | | | | $ | 40,092,606 | | | | | $ | 26,024,012 | | | | | $ | 50,498,153 | | |
|
Benefit
|
| |
Retirement
|
| |
Death
|
| |
Disability
|
| |
Termination
by Company without cause |
| |
Termination in
Connection with a Change in Control |
| |||||||||||||||
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |||||||||||||||
| Cash Severance | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 3,279,007(1) | | | | | $ | 3,279,007(1) | | |
| Acceleration of Stock Options and RSUs | | | | $ | — | | | | | $ | 5,166,180(2) | | | | | $ | 5,166,180(2) | | | | | | — | | | | | $ | 5,166,180(2) | | |
| PSU Grants (2015, 2016 and 2017) | | | | $ | 3,282,742(3) | | | | | $ | 4,158,000(3) | | | | | $ | 4,158,000(3) | | | | | | — | | | | | $ | 4,158,000(3) | | |
| MIP Payment | | | | $ | 2,144,623(4) | | | | | $ | 2,144,623(4) | | | | | $ | 2,144,623(4) | | | | | $ | 2,144,623(4) | | | | | $ | 2,144,623(4) | | |
| TOTAL | | | | $ | 5,427,365 | | | | | $ | 11,468,803 | | | | | $ | 11,468,803 | | | | | $ | 5,423,630 | | | | | $ | 14,747,810 | | |
|
Benefit
|
| |
Retirement
|
| |
Death
|
| |
Disability
|
| |
Termination
by Company without cause |
| |
Termination in
Connection with a Change in Control |
| |||||||||||||||
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |||||||||||||||
| Cash Severance | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,604,907(1) | | | | | $ | 2,407,361(2) | | |
| Acceleration of Stock Options and RSUs | | | | $ | — | | | | | $ | 4,216,560(3) | | | | | $ | 4,216,560(3) | | | | | $ | — | | | | | $ | 4,216,560(3) | | |
| PSU Grants (2015, 2016 and 2017) | | | | $ | 1,825,563(4) | | | | | $ | 2,292,805(4) | | | | | $ | 2,292,805(4) | | | | | $ | — | | | | | $ | 2,292,805(4) | | |
| MIP Payment | | | | $ | 800,352(5) | | | | | $ | 800,352(5) | | | | | $ | 800,352(5) | | | | | $ | 800,352(5) | | | | | $ | 800,352(5) | | |
| Nonqualified Plan | | | | $ | 1,789,163(6) | | | | | $ | 1,789,163(6) | | | | | $ | 1,789,163(6) | | | | | $ | 1,789,163(6) | | | | | $ | 1,789,163(6) | | |
| TOTAL | | | | $ | 4,415,078 | | | | | $ | 9,098,880 | | | | | $ | 9,098,880 | | | | | $ | 4,194,422 | | | | | $ | 11,506,241 | | |
|
Benefit
|
| |
Retirement
|
| |
Death
|
| |
Disability
|
| |
Termination
by Company without cause |
| |
Termination in
Connection with a Change in Control |
| |||||||||||||||
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |||||||||||||||
| Cash Severance | | | | | — | | | | | | — | | | | | | — | | | | | $ | 1,691,135(1) | | | | | $ | 1,691,135(1) | | |
| Acceleration of Stock Options and RSUs | | | | $ | —(2) | | | | | $ | 3,900,326(2) | | | | | $ | 3,900,326(2) | | | | | $ | — | | | | | $ | 3,900,326(2) | | |
| PSU Grants (2015, 2016 and 2017 | | | | $ | 1,844,522(3) | | | | | $ | 2,315,082(3) | | | | | $ | 2,315,082(3) | | | | | $ | — | | | | | $ | 2,315,082(3) | | |
| MIP Payment | | | | $ | 845,495(4) | | | | | $ | 845,495(4) | | | | | $ | 845,495(4) | | | | | $ | 845,495(4) | | | | | $ | 845,495(4) | | |
| Nonqualified Plan | | | | $ | 951,673(5) | | | | | $ | 951,673(5) | | | | | $ | 951,673(5) | | | | | $ | 951,673(5) | | | | | $ | 951,673(5) | | |
| TOTAL | | | | $ | 3,641,690 | | | | | $ | 8,012,576 | | | | | $ | 8,012,576 | | | | | $ | 3,488,303 | | | | | $ | 9,703,711 | | |
|
Benefit
|
| |
Retirement
|
| |
Death
|
| |
Disability
|
| |
Termination
by Company without cause |
| |
Termination in
Connection with a Change in Control |
| |||||||||||||||
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |||||||||||||||
| Cash Severance | | | | | n/a | | | | | | — | | | | | | — | | | | | $ | 1,261,230(1) | | | | | $ | 1,261,230(1) | | |
| Acceleration of Stock Options and RSUs | | | | | n/a | | | | | $ | 3,564,261(2) | | | | | $ | 3,564,261(2) | | | | | | — | | | | | $ | 3,564,261(2) | | |
| PSU Grants (2015 and 2017) | | | | | n/a | | | | | $ | 597,529(3) | | | | | $ | 597,529(3) | | | | | $ | — | | | | | $ | 597,529(3) | | |
| MIP Payment | | | | | n/a | | | | | $ | 629,125(4) | | | | | $ | 629,125(4) | | | | | $ | 629,125(4) | | | | | $ | 629,125(4) | | |
| LTIP Payment | | | | | n/a | | | | | $ | 711,650(5) | | | | | $ | 711,650(5) | | | | | | — | | | | | $ | 903,317(6) | | |
| TOTAL | | | | | n/a | | | | | $ | 5,502,565 | | | | | $ | 5,502,565 | | | | | $ | 1,890,355 | | | | | $ | 6,955,462 | | |
|
Description
|
| |
Annual Fee
(USD) |
| |||
| Director | | | | $ | 75,000 | | |
| Lead Director | | | | $ | 35,000 | | |
| Audit Committee Chair | | | | $ | 30,000 | | |
| Audit Committee Member | | | | $ | 15,000 | | |
| Executive Committee Chair | | | | $ | 10,000 | | |
| Executive Committee Member | | | | $ | 5,000 | | |
| Compensation Committee Chair | | | | $ | 25,000 | | |
| Compensation Committee Member | | | | $ | 12,500 | | |
| Nominating Committee Chair | | | | $ | 15,000 | | |
| Nominating Committee Member | | | | $ | 7,500 | | |
|
Name
|
| |
Fees
Earned or Paid in Cash |
| |
RSU
Awards(1) |
| |
Option
Awards(1) |
| |
Non-Equity
Incentive Plan Compensation |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings(2) |
| |
All Other
Compensation |
| |
Total
|
| |||||||||||||||||||||
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(h)
|
| |||||||||||||||||||||
| Richard W. Barker, D.Phil., OBE | | | | $ | 90,000 | | | | | $ | 108,936 | | | | | $ | 326,534 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 525,470 | | |
| Michael W. Bonney | | | | $ | 90,000 | | | | | $ | 108,936 | | | | | $ | 326,534 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 525,470 | | |
| Michael D. Casey | | | | $ | 142,500 | | | | | $ | 108,936 | | | | | $ | 326,534 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 577,970 | | |
| Carrie S. Cox | | | | $ | 90,000 | | | | | $ | 108,936 | | | | | $ | 326,534 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 525,470 | | |
| Michael A. Friedman, M.D. | | | | $ | 82,500 | | | | | $ | 108,936 | | | | | $ | 326,534 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 517,970 | | |
| Julia A. Haller, M.D. | | | | $ | 90,000 | | | | | $ | 108,936 | | | | | $ | 326,534 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 525,470 | | |
| Gilla Kaplan, Ph.D. | | | | $ | 82,500 | | | | | $ | 108,936 | | | | | $ | 326,534 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 517,970 | | |
| James J. Loughlin | | | | $ | 117,500 | | | | | $ | 108,936 | | | | | $ | 326,534 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 552,970 | | |
| Ernest Mario, Ph.D. | | | | $ | 112,500 | | | | | $ | 108,936 | | | | | $ | 326,534 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 547,970 | | |
|
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) | | | | | 76,083,019 | | | | | $ | 82.53 | | | | | | 36,595,486 | | |
| | | |
2016
|
| |
2017
|
| ||||||
| Audit Fees | | | | $ | 6,544,800 | | | | | $ | 6,783,000 | | |
| Audit-Related Fees | | | | $ | 25,000 | | | | | $ | 25,000 | | |
| Tax Fees | | | | $ | 1,500,000 | | | | | $ | 1,750,000 | | |
| Other | | | | $ | 37,000 | | | | | $ | — | | |
| |
BOARD STATEMENT OPPOSING PROPOSAL FOUR
|
| | |||
| |
After consideration, the Board has concluded that this stockholder proposal seeking to eliminate the 20-stockholder aggregation limit of the Company’s proxy access By-law is not in the best interest of the Company and its stockholders. The proposal is not consistent with current market practice, is unnecessary in light of the number of Company stockholders with significant holdings of Company shares, and would, if implemented, potentially impose a costly administrative burden on the Company. For these reasons, the Board of Directors recommends that stockholders vote AGAINST this Proposal.
|
| | |||
| |
The proposal is not consistent with current proxy access provisions of the overwhelming majority of companies that have adopted proxy access bylaws.
|
| | |||
| |
The Company’s By-laws currently permit a group of up to 20 stockholders to aggregate their shares for purposes of satisfying the 3% ownership requirement for accessing the Company’s proxy materials to nominate candidates to the Company’s Board of Directors. This feature of the Company’s By-laws which enables stockholders to aggregate their shareholdings is designed to make proxy access available to all stockholders by allowing them to form groups. The 20-stockholder limit on groups is intended to prevent the proxy access process from becoming unduly burdensome, complex, unwieldy and expensive for the Company to administer.
|
| | |||
| |
Of the more than 370 public companies that adopted proxy access between January 2015 and February 2017, more than 92% adopted an aggregation limit of 20 shareholders or fewer. A 20-shareholder aggregation limit is also the threshold adopted in the by-laws of T. Rowe Price Group, Inc., State Street Corporation and BlackRock, Inc., the publicly-traded parent companies of three of Celgene’s largest institutional shareholders.
|
| | |||
| |
In making its own decision regarding the appropriate terms of the Company’s proxy access by-law, the Board reached the conclusion that 20 stockholders is the most appropriate aggregation limit, balancing the Company’s interests in efficiency and cost containment while also providing a workable proxy access by-law that is broadly accessible to stockholders.
|
| | |||
| |
The Company’s proxy access provisions already provide our stockholders with a meaningful opportunity to participate in corporate governance, without imposing undue burdens and costs on the Company.
|
| | |||
| |
The proposal and its supporting statement fail to address Celgene’s particular stockholders and the impact that the 20-stockholder limit has on the potential exercise of proxy access rights by our stockholders. Instead, the proponents refer to an August 2015 position paper of the Council of Institutional Investors that refers to unidentified research with respect to unidentified companies. The facts with respect to Celgene, on the other hand, based on the most recent filings with the Securities and Exchange Commission, are as follows:
|
| | |||
| |
Celgene Stockholders
|
| |
Percentage of
Total Shares Outstanding |
| |
| |
Largest single stockholder
|
| |
6.9%
|
| |
| |
3 largest, as a group
|
| |
15.9%
|
| |
| |
10 largest, as a group
|
| |
26.0%
|
| |
| |
20 largest, as a group
|
| |
35.0%
|
| |
| |
100 largest, as a group
|
| |
60.1%
|
| |
| |
Based on the concentration of stock ownership indicated above, the 20-stockholder limit on aggregation clearly is not a meaningful impediment to Celgene stockholders aggregating at least 3% of the total shares outstanding. Among the top 100 largest stockholders alone, there are countless combinations of two or more stockholders whose aggregate holdings would equal or exceed 3%. It is therefore not necessary to eliminate, as the Proponents propose, the now-conventional 20-stockholder aggregation limit in order to facilitate stockholder participation in the Company’s governance process.
|
| |
| |
The proposal would impose a burdensome and expensive administrative process on the Company.
|
| | |||
| |
The Company believes that a 20-stockholder aggregation limit properly balances the availability of the proxy access By-law, on the one hand, and the burden and expense to the Company of administering the proxy access By-law, on the other. When a stockholder group submits a nominee pursuant to the proxy access By-law, the Company will be obliged to confirm the eligibility of each member of the group. If the 20-stockholder limit were removed, the Company would be required to undertake that confirmation process with respect to potentially large numbers of stockholders comprising potentially multiple groups. Such process would not only burden the Company, but would also potentially delay or inhibit the exercise of proxy access rights by other stockholders.
|
| | |||
| |
For the foregoing reasons, the Board unanimously recommends that you vote “AGAINST” the adoption of this stockholder proposal. Proxies solicited by the Board of Directors will be voted “AGAINST” this proposal unless a stockholder indicates otherwise in the proxy.
|
| |
| |
BOARD STATEMENT OPPOSING PROPOSAL FIVE
|
| |
| |
The Board has concluded that this stockholder proposal is not in the best interest of the Company and its stockholders because it would restrict the Board in choosing the leadership structure that best serves the Company’s stockholders. The Board believes that the decision at any given time to separate the roles of Chairman and Chief Executive Officer should be based on the specific circumstances of the company; the independence, experience, and capabilities of its directors; and the leadership provided by its Chief Executive Officer. At this time, the Board believes that Celgene and its stockholders are best served by having the Chief Executive Officer also serve as the Chairman of the Board and having a strong board and independent Lead Director.
|
| |
| |
We believe our robust corporate governance policies and practices, including the independence of all but two members of the current Board, the wholly-independent committees of the Board, and the role and functioning of the Board’s independent Lead Director, empower our independent directors to effectively oversee our management — including the performance of the Chief Executive Officer — and provide an effective and balanced governance structure. The Board recommends that you vote AGAINST this proposal.
|
| |
| |
Retaining flexibility in determining the Company’s leadership structure best serves the Company’s long-term interests.
|
| |
| |
In accordance with the Company’s Corporate Governance Guidelines, the Board determines “whether, at any given point in time, the roles of the Chief Executive Officer and Chair of the Board will be separate or combined.” Retaining this flexibility allows the Board to adapt to the changing circumstances that may confront the Company’s business.
|
| |
| |
In practice, the Board has used its authority on a number of occasions to alter the Board leadership structure to best serve the Company’s evolving needs. From 2011 to 2016, the Board combined the Chairman and Chief Executive Officer roles, with Robert J. Hugin serving in both capacities. Immediately before then, Dr. Sol Barer was Executive Chairman of the Board and Mr. Hugin was Chief Executive Officer. In 2016, the Board changed the leadership structure again, elevating Mr. Hugin to Executive Chairman and appointing Mark J. Alles Chief Executive Officer. With Mr. Hugin’s retirement from the Board in February 2018, the Board again assessed the Company’s needs and determined that Mr. Alles should serve as Chairman of the Board as well as Chief Executive Officer. These changes demonstrate the importance of retaining the Board’s flexibility to make changes in the Company’s leadership structure at any time it believes it appropriate to do so.
|
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The Board’s independence is assured by its composition, the composition of its committees, its practices and its independent Lead Director.
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Currently, twelve of the thirteen members of the Board are non-employee directors, eleven of whom are “independent” within the meaning of Rule 5605(a)(2) of the Nasdaq Listing Rules. After Dr. Kaplan’s retirement from the Board is effective in June 2018, ten of our remaining twelve board members will be independent. In addition, the Board’s Audit, Compensation, and Nominating Committees are comprised solely of independent directors. The wholly-independent committees, among many other things, evaluate the performance and determine the compensation of the Chief Executive Officer, whether or not the Chief Executive Officer is also the Chairman of the Board.
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Executive sessions of the independent directors are held in connection with each regularly scheduled meeting of the Board, and any recommendations from those meetings are conveyed to the Chairman and Chief Executive Officer by the independent Lead Director, Michael D. Casey. Mr. Casey is a former Chairman, President and Chief Executive Officer of Matrix Pharmaceutical, Inc. and has been the independent Lead Director of the Company since June 2007. Mr. Casey provides strong independent leadership on the Board. In accordance with the Company’s Corporate Governance Guidelines and committee charters, the independent Lead Director:
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provides guidance concerning, and approval of, the agenda for each Board meeting;
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presides over executive sessions of the independent directors that are held in connection with each regular meeting of the Board;
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communicates with the Chairman and Chief Executive Officer after each executive session to provide feedback and to effectuate the decisions and recommendations of the independent directors;
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serves as Chair of the Nominating, Governance, and Compliance Committee, and in that capacity leads the annual board evaluation;
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plays a leading role in the annual performance evaluation of the CEO, and in CEO succession planning, including through service on the Compensation Committee; and
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acts as liaison between the independent directors and management on a regular basis and when communication out of the ordinary course is appropriate.
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Mr. Casey is actively involved with the Company and devotes a significant amount of time and energy to fulfilling his responsibilities as Lead Director. He provides guidance with respect to, and approves, the agenda and the materials for each meeting of our Board of Directors and certain committees of our Board. He meets regularly, and works closely with, our Chairman and Chief Executive Officer and other senior members of management, as well as with other management and non-management employees. He also facilitates communication among the directors on our Board and speaks regularly with the independent chairs of Board committees and with each independent director, promoting the candid exchange of ideas among Board members.
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The strong leadership role of the Board’s independent directors in the oversight of the Company is evident from the largely independent composition of the Board, the exclusively independent composition of the Board’s Audit, Compensation and Nominating Committees, and the functioning of the Board’s independent directors and independent Lead Director.
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For the foregoing reasons, the Board unanimously recommends that you vote “AGAINST” the adoption of this stockholder proposal. Proxies solicited by the Board of Directors will be voted “AGAINST” this proposal unless a stockholder indicates otherwise in the proxy.
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Year Ended
December 31, 2017 |
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(in millions, except
per share data) |
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| Net income — GAAP | | | | | | | | | | $ | 2,940 | | |
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Before tax adjustments:
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Cost of goods sold (excluding amortization of acquired intangible assets):
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Share-based compensation expense
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| | | | (1) | | | | | | 29 | | |
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Research and development:
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Share-based compensation expense
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| | | | (1) | | | | | | 268 | | |
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Collaboration-related upfront expense
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| | | | (2) | | | | | | 765 | | |
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Research and development asset acquisition expense
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| | | | (3) | | | | | | 325 | | |
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IPR&D asset impairment charge
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| | | | (4) | | | | | | 1,620 | | |
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Clinical trial & development activity wind-down charge
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| | | | (4) | | | | | | 188 | | |
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Selling, general and administrative:
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Share-based compensation expense
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| | | | (1) | | | | | | 347 | | |
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Litigation-related loss contingency accrual expense
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| | | | (5) | | | | | | 315 | | |
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Amortization of acquired intangible assets
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| | | | (6) | | | | | | 329 | | |
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Acquisition related (gains) charges and restructuring, net:
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Change in fair value of contingent consideration
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| | | | (7) | | | | | | (1,350) | | |
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Income tax provision:
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Estimated tax impact from above adjustments
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| | | | (8) | | | | | | (686) | | |
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Non-operating tax adjustments
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| | | | (9) | | | | | | 926 | | |
| Net income — Adjusted | | | | | | | | | | $ | 6,016 | | |
| Net income per common share — Adjusted | | | | | | | | | | | | | |
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Basic
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| | | | | | | | | $ | 7.72 | | |
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Diluted
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| | | | | | | | | $ | 7.44 | | |