Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 18, 2024, BeiGene, Ltd. (the “Company”) announced the appointment of Aaron Rosenberg as the Chief Financial Officer (“CFO”) and the principal financial officer of the Company, effective as of July 22, 2024 (the “Effective Date”).
Mr. Rosenberg, 48, served as Senior Vice President and Corporate Treasurer at Merck & Co., Inc., from July 2021 to July 2024, responsible for capital markets, treasury operations, pension and risk management. Prior to that, he served in a variety of leadership roles of increasing scale since joining Merck in June 2003. This included Senior Vice President of Corporate Strategy and Planning, and Vice President, Finance Lead of Merck Animal Health. During his tenure at Merck, he was responsible for corporate strategy development, strategic and financial planning, financial operations and management, among others. Mr. Rosenberg is a CFA® charterholder and holds a B.S. in Finance from University of Florida and an M.B.A. from the Leonard N. Stern School of Business at the New York University.
Rosenberg Offer Letter
The Company entered into an offer letter with Mr. Rosenberg for the position of Chief Financial Officer effective as of the Effective Date. Mr. Rosenberg will receive a base salary of US$620,000 and is eligible for an annual bonus with a target of 60% of his base salary, based on performance as determined by the Company.
Subject to the approval by the Company’s board of directors or the compensation committee of the board of directors, the Company will grant Mr. Rosenberg equity awards with an initial value of US$5,000,000 on the date of grant, consisting of 1/3 restricted share units (“RSUs”), 1/3 share options and 1/3 performance share units (“PSUs”). RSUs shall vest over four years, with 25% of the shares vesting on the first anniversary of the last day of the month in which his employment starts and the remaining shares vesting in three equal annual installments measured from the initial vesting date, subject to continued service. The options shall vest over four years, with 25% of the shares vesting on the first anniversary of the last day of the month in which his employment starts and the remaining shares vesting in 36 equal successive monthly installments upon his completion of each month of service over the three-year period measured from the initial vesting date, subject to continued service. The PSUs shall vest at the end of the three-year performance period once the total revenue number for the third year is finalized to the extent the performance metrics are met upon determination by the board of directors or the compensation committee, subject to continued service.
Mr. Rosenberg’s employment has no specified term and can be terminated at will by either party. Upon termination by the Company without “cause” or by Mr. Rosenberg with “good reason” (each as defined in the offer letter), he would receive 12 months of his base salary in effect as of the date of termination, up to 12 months of COBRA coverage, and acceleration of the vesting of his initial RSUs and initial share options by 12 months (or full acceleration of the vesting of his initial RSUs, initial share options and any subsequent equity awards if such termination occurs within 12 months following a “change in control” and full acceleration of the vesting of the PSUs if such termination occurs within 18 months following a “change in control” (as defined in the offer letter)), subject to execution of a general release of claims.
Mr. Rosenberg will execute the Company’s standard form of indemnification agreement.
There are no other arrangements or understandings between Mr. Rosenberg and any other persons pursuant to which Mr. Rosenberg was appointed as CFO of the Company. There are no family relationships between Mr. Rosenberg and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing summary of the offer letter is subject to, and qualified in its entirety by, the full text of such letter, which will be filed as an exhibit to a subsequent periodic report filed with the SEC.
Wang Separation and Transition Agreement
On July 17, 2024, Julia Wang, the Company’s current CFO, resigned as CFO effective July 19, 2024. Ms. Wang is expected to serve as Senior Advisor until August 31, 2024 to assist with the CFO transition.
On July 17, 2024, the Company and Ms. Wang entered into a separation and transition agreement. Pursuant to the agreement and subject to her signing a further release upon her separation date as Senior Advisor, Ms. Wang will receive a cash payment of US$930,000 (reflecting 18 months base salary), and US$559,500 (reflecting 18 months of the target bonus and premiums for dental coverage). In addition, Ms. Wang will receive 18 months of accelerated vesting of the RSUs and share options that were granted to her on or before December 31, 2023, and an extension of the deadline to exercise all vested share options to 18 months after Ms. Wang’s separation date.
Ms. Wang’s resignation is not the result of any dispute or disagreement with the Company, its board of directors, or its management, or any matter relating to the Company’s operations, policies or practices.
The foregoing summary of the separation and transition agreement is subject to, and qualified in its entirety by, the full text of such agreement, which will be filed as an exhibit to a subsequent periodic report filed with the SEC.