RNS Number : 5410A
26 September 2022
Issued: 26 September 2022, London UK
Iain Mackay, Chief Financial Officer, to retire from GSK, Julie
Brown appointed as successor
GSK plc (LSE/NYSE: GSK) today announced that Iain Mackay, Chief
Financial Officer (CFO), has decided to retire from GSK. The Board
has agreed that he will step down as CFO and as an Executive
Director of the Board in May 2023.
The Board has selected Ms Julie Brown, currently Chief Operating
and Financial Officer, Burberry Group plc, as successor to Iain.
Julie is a highly respected CFO with extensive experience in the
biopharma and medtech sectors, having previously worked at
AstraZeneca plc and Smith & Nephew plc; and as a non-executive
director and Audit Chair of Roche Holding AG.
Julie will join GSK in April 2023 and will work with Iain to
transition responsibilities, taking responsibility as CFO and as an
Executive Director of GSK on 1 May 2023.
Emma Walmsley, Chief Executive Officer, GSK, said: "I want to
thank Iain for all he's done for GSK, and for his leadership and
support to our people. He has played a very significant role to
help deliver the reshaping of GSK and to improve our operating and
financial performance. I am absolutely delighted that Julie will be
joining the leadership team as his successor. Julie is a highly
experienced CFO with a tremendous understanding of the biopharma
sector. We also share a strong passion for people development,
diversity, inclusion and sustainability. I am looking forward to
working together to deliver progress for patients, shareholders and
Jonathan Symonds, Chair, GSK, said: "On behalf of the Board I
would like to thank Iain for his significant contribution at GSK.
He has been a highly valued member of the Board and has provided
strong support to Emma and the management team. We are delighted
that Julie will join the Board as Iain's successor. She is a CFO of
exceptional calibre and experience and I look forward to the
contribution she will make."
Notes to Editors
Julie serves as Chief Operating and Financial Officer, Burberry
Group plc and an Executive Director. She joined Burberry from Smith
& Nephew where she was the Group CFO from 2013-2017. Before
this, she was Interim Group CFO of AstraZeneca, having worked at
the company for 25 years in finance, commercial and strategic
Julie has also served as a Non-Executive Director and Audit
Chair of Roche Holding AG. She is also co-Chair of the Prince's
Accounting for Sustainability Project's CFO Leadership Network, a
member of the Prime Minister's Business Council, the Business
Advisory Board to the Mayor of London and Patron of Oxford
University Women in Business. Julie is a Fellow of the Institute of
Chartered Accountancy and the Institute of Tax and qualified with
KPMG International Limited.
Shareholding information and regulatory disclosure
Ms Brown holds 519 shares in GSK. The Company confirms that, in
respect of Listing Rule 9.6.13R(1), Ms Brown is currently an
Executive Director of Burberry Group plc and, prior to her
appointment to GSK, a Non-Executive Director of Roche Holding AG.
The Burberry directorship will cease before she commences her
employment with GSK and Ms Brown has resigned from the Roche Board.
There are no details to disclose in respect of Listing Rule
Appointment and selection process
Ms Brown's appointment was made by the Board on the
recommendation of the Nominations & Corporate Governance
Committee following an extensive search and selection process using
external search firms, each of which was a signatory of the
Voluntary Code of Conduct for Executive Search Firms. A diverse
list of candidates was compiled who were evaluated against an
agreed set of criteria, to identify the most suitable
The Remuneration Committee considered the remuneration
arrangements that would be appropriate to enable the Company to
recruit and retain an experienced CFO to meet the criteria for the
role within the Company's current shareholder-approved remuneration
policy. Given Ms Brown's wealth of experience in the role and of
the industry it was agreed that her remuneration should be set in
line with the current CFO's remuneration, as follows.
Ms Brown's remuneration arrangements
Base salary GBP915,335 The comparator group for pay for the CFO
remains the European cross-industry comparator
group set out in our Annual Report.
Annual GBP915,335 The on-target bonus would be 100%, with
bonus a maximum of 300% for incremental exceptional
performance as for the existing CFO.
Award of GBP1,830,670 This assumes an expected value of 50% of
Long Term an award of performance shares under the
Incentives Company's 2017 Performance Share Plan at
(LTIs) a 4x multiple of base salary as for the
Share Ownership 3x This is in line with GSK's shareholder
Requirement approved executive remuneration policy
(SOR) approved earlier in 2022.
Pension Pension arrangements will be in line with
those of the wider UK workforce in line
with GSK's commitment from 1 January 2023.
Benefits Benefits will be in line with GSK's policy
and arrangements for other executives based
in the UK to support them in undertaking
Ms Brown's contract of employment will be available for
inspection at the Company's registered office and on GSK's website,
gsk.com, in due course.
The following Buyout Payments will be provided:
-- a sum ("the Bonus Buyout") equivalent to Ms Brown's on-target
Burberry bonus for the period from 1 April, 2022 to 31 March, 2023,
which she will forego on leaving Burberry,
-- a sum ("the LTI Buyout") equivalent to the aggregate value of
(i) her outstanding Burberry LTIs and SIP shares which will be lost
on leaving Burberry, at a price equivalent to the average price of
such shares for the one-month period ending on 7 September, 2022,
and (ii) the value of any dividend equivalents accruing on those
shares between their date of award and her departure from Burberry.
Given that the Burberry LTIs are not subject to a performance
measure, and only to a performance underpin, no discount will be
applied to the value of the shares so calculated.
The timing of these payments will be as follows. A cash amount
-- the Bonus Buyout and one-third of 85% of the LTI Buyout will
be paid to her in the first payroll following the commencement of
her employment with GSK;
-- one-third of 85% of the LTI Buyout will be paid to her in the
first payroll following the first anniversary of the commencement
of her employment; and,
-- one-third of 85% of the LTI Buyout will be paid to her in the
first payroll following the second anniversary of the commencement
of her employment.
In addition, she will be paid an amount equivalent to 15% of the
LTI Buyout in the first payroll following the commencement of her
employment. Ms Brown has agreed that she will invest the net of tax
proceeds of this 15% tranche in GSK plc Ordinary Shares at the
first reasonably available opportunity having sought dealing
clearance and that she will then continue to hold those shares for
a period of at least two years. Ms Brown will be required to build
and maintain over time a holding of shares in GSK equivalent to a
value of three times' base salary.
Mr Mackay's remuneration
To support the succession and transition process, Mr Mackay will
continue to receive his base salary until he leaves GSK. He will be
eligible to receive bonuses which will be determined by the
Remuneration Committee based on a combination of business and
individual performance for his service during 2022 and 2023. He
will not be eligible to receive any further LTI awards. However, he
will retain all his existing long-term incentive awards. His
executive service contract will end on 31 December 2023. He will be
required to maintain his share ownership requirement in accordance
with the Company's shareholder approved remuneration policy for a
two year period.
Full details will be provided in the Remuneration Report.
GSK is a global biopharma company with a purpose to unite
science, technology, and talent to get ahead of disease together.
Find out more at gsk.com/company
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Cautionary statement regarding forward-looking statements
GSK cautions investors that any forward-looking statements or
projections made by GSK, including those made in this announcement,
are subject to risks and uncertainties that may cause actual
results to differ materially from those projected. Such factors
include, but are not limited to, those described in the Company's
Annual Report on Form 20-F for 2021, GSK's Q2 Results for 2022 and
any impacts of the COVID-19 pandemic.
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September 26, 2022 02:01 ET (06:01 GMT)
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