Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(c) Appointment of Certain Officers
On February 5, 2018, Allergan plc (the
Company
) announced the appointment of Mr. Matthew M. Walsh as Chief
Financial Officer of the Company, effective February 20, 2018. Mr. Walsh will formally join the Company later this month following a transition period from his current role as Executive Vice President, Chief Financial Officer at Catalent,
Inc. (
Catalent
), and will succeed Ms. Maria Teresa Hilado, who previously announced her anticipated departure from the Company on September 25, 2017.
Prior to joining the Company, Mr. Walsh, 51, served as Executive Vice President and Chief Financial Officer of Catalent, a global
provider of drug delivery technology and development solutions for drugs, biologics and consumer health products, since 2012 and served as Senior Vice President and Chief Financial Officer of Catalent from 2008 to 2012. Prior to joining Catalent,
Mr. Walsh served as President, Chief Financial Officer and Acting Chief Executive Officer of Escala Group, Inc., a global collectibles network and precious metals trader. From 1996 through 2006, Mr. Walsh held a variety of finance
leadership roles at GenTek, Inc., an industrial manufacturer, including Vice President-Finance & Chief Financial Officer, Vice President & Treasurer and Group Controller. Mr. Walsh is a CFA® charterholder who received a
MBA from Cornell University, SC Johnson Graduate School of Management, and a Bachelor of Science in Chemical Engineering from Cornell University, College of Engineering.
Mr. Walshs offer letter with the Company provides for (i) an annual base salary of $800,000; (ii) eligibility to participate
in the Companys annual cash incentive plan, with a target bonus opportunity equal to $825,000 (with Mr. Walshs 2018 bonus
pro-rated
based on his date of hire); (iii) eligibility to participate
in the Companys long-term incentive plan, with an annual target grant date value of $3,000,000, consisting of a mix of performance share units and restricted share units, with a grant upon his start date under the Companys long-term
incentive plan of $6,000,000 representing 2018 and 2019 awards, with 75% in performance share units, which will vest in two equal installments on December 31, 2020 and December 31, 2021, subject to the achievement of specified performance
goals, and 25% in restricted share units, which will vest in five equal installments on each anniversary of the grant date; (iv) a
one-time
transformation incentive award with a target value of
$2,500,000, which will vest in two equal installments on December 31, 2018 and December 31, 2019, subject to the achievement of specified total shareholder return goals, which are described in Item 5.02 of the Companys Current Report
on Form
8-K
filed on August 8, 2016; (v) a
sign-on
bonus of $1,400,000, payable in two equal installments within 30 days of each of Mr. Walshs start date
and the first anniversary of his start date (subject to accelerated payment or repayment upon certain terminations of employment); (vi) a
sign-on
grant of restricted stock units with a grant date value of
$2,100,000, which vests in four equal annual installments on each anniversary of the grant date (subject to continued vesting upon certain terminations of employment by the Company); and (vii) eligibility to participate in the Companys
executive deferred compensation plan. Mr. Walsh will also participate in the Companys executive severance plan, the terms of which are described in Item 5.02 of the Companys Current Report on Form
8-K
filed on July 21, 2017 and which provides for certain payments and benefits in the event of his termination of employment without cause or in connection with a change in control.