AstraZeneca PLC (LON:AZN) has announced that the Board has appointed Aradhana Sarin as an Executive Director and Chief Financial Officer, conditional upon closing of AstraZeneca’s acquisition of Alexion Pharmaceuticals, Inc. and effective on the later of 1 August 2021 or the date of Closing, which is expected to take place in the third quarter of 2021, subject to receipt of certain regulatory approvals.
Dr. Sarin is currently Executive Vice-President, Chief Financial Officer of Alexion. Further biographical details are set out below. Dr. Sarin will relocate from the US and be based in the UK. She will report to AstraZeneca’s Chief Executive Officer, Pascal Soriot.
Dr. Sarin will succeed Marc Dunoyer who will step down as CFO and retire from AstraZeneca’s Board, conditional upon Closing, on the later of 1 August 2021 or the date of Closing, having served as CFO for over seven years.
Conditional upon Closing and effective the same date as his retirement from AstraZeneca’s Board, Mr. Dunoyer will become Chief Executive Officer, Alexion and Chief Strategy Officer, AstraZeneca. He will continue to report to Mr. Soriot and will remain a member of AstraZeneca’s Senior Executive Team.
Leif Johansson, Chairman said “On behalf of the Board, I’d like to thank Marc for his significant contribution to AstraZeneca’s success since he joined us in 2013. We’re pleased he’s staying with the Company, taking on a new senior executive role and look forward to continuing to work with him.
“In Aradhana Sarin, we’ve appointed a talented successor to Marc as an Executive Director and CFO. The Board warmly welcomes her to AstraZeneca.”
Pascal Soriot, Chief Executive Officer said “I’d like to pay tribute to Marc for his tremendous achievements since he joined our company, and thank him personally for his outstanding support these past years. I’m looking forward to working with him in his new role as CEO, Alexion, the Rare Disease Unit of AstraZeneca, and to his continued strategic input to AstraZeneca’s success. I’m delighted Aradhana has agreed to become AstraZeneca’s next CFO and I look forward to working with her as the Company embarks on the next stage of its journey.”
Biographical details – Aradhana Sarin
Dr. Aradhana Sarin is currently Chief Financial Officer at Alexion. She joined Alexion in November 2017, serving as Chief Business and Strategy Officer prior to becoming Chief Financial Officer. She has more than 20 years of professional experience spanning operating roles at Alexion and advisory roles at global financial institutions, gaining extensive knowledge of global healthcare systems, capital markets and strategic transactions.
Prior to joining Alexion, Dr. Sarin was Managing Director, Healthcare Corporate & Investment Banking, Citi Global Banking in New York where she advised clients in the life sciences and biopharmaceutical sectors. Before that, she was Managing Director, Healthcare Investment Banking, UBS, in New York and San Francisco and worked at JP Morgan in New York in the M&A Advisory and Healthcare groups.
Prior to her banking career, Dr. Sarin trained as a medical doctor in India and spent two years practising in both India and Africa. She completed her medical training (M.B.B.S.) at the University of Delhi in India and received her MBA from Stanford Business School in the US.
From 2018 to 2020, Dr. Sarin was a member of the board of OraSure Technologies, Inc., serving as Chairman of the Audit Committee and a member of the Nominating and Corporate Governance Committee.
Background notes – Marc Dunoyer
Marc Dunoyer joined AstraZeneca in 2013, initially serving as Executive Vice-President, Global Product and Portfolio Strategy. In November 2013, he was appointed as an Executive Director and Chief Financial Officer. His career in the pharmaceutical industry has included periods with Roussel Uclaf, Hoechst Marion Roussel and GlaxoSmithKline. Immediately prior to joining AstraZeneca, Mr. Dunoyer was Global Head of Rare Diseases at GSK and (concurrently) Chairman, GSK Japan. He is a member of the Board of Directors of Orchard Therapeutics.
In his new role as CEO, Alexion, Mr. Dunoyer will lead the Rare Disease Unit of AstraZeneca, and develop Alexion’s strategic direction, focusing on delivery of strong commercial growth, sharing Alexion’s expertise in complement biology across the AstraZeneca group to explore its further application in immunology and other fields of medicine, identifying new rare disease medicines leveraging AstraZeneca’s technologies such as CRISPR and releasing the expected pre-tax synergies as a result of the acquisition. In his new role as Chief Strategy Officer, AstraZeneca, Mr. Dunoyer will continue his strong partnership with Mr. Soriot, with a focus on strategic matters in relation to the AstraZeneca group and the effective communication of AstraZeneca’s business strategy and its execution to the investment community. Mr. Dunoyer will also continue with his responsibility as Chairman, AstraZeneca Japan.
Remuneration summary – Aradhana Sarin
A summary of the remuneration arrangements for Dr. Sarin, which are in line with AstraZeneca’s Remuneration Policy approved at the 2021 Annual General Meeting, is set out below. Further details will be disclosed in the usual way in AstraZeneca’s Annual Report and Form 20-F Information 2021.
£850,000 per annum.
Maximum opportunity of 200% of base salary (100% on-target), with 50% of any bonus awarded deferred into AstraZeneca shares for three years.
Long-term incentive (AstraZeneca Performance Share Plan):
Maximum annual award of 450% of base salary in the form of performance shares, which are subject to performance targets measured over a three-year performance period. Awards vest after a subsequent two-year holding period, on the fifth anniversary of grant.
11% of base salary, in line with the wider UK workforce.
450% of base salary to be built up within five years of appointment, including a requirement to continue to hold the full 450% of base salary for two years post-cessation of employment.
Compensation for forfeiture of severance rights at Alexion:
Dr. Sarin’s current employment contract with Alexion includes an entitlement to cash severance arrangements, which would be triggered at the date of Closing. In order to secure Dr. Sarin’s services and compensate her for the forfeiture of these contractual entitlements, an award of £2,015,540 will be made to her, 50% in cash and 50% in restricted shares, at the date of her appointment. The cash element will be subject to repayment in the case of her voluntary cessation of employment with AstraZeneca within 18 months of appointment. The restricted shares will vest 18 months after her appointment and will lapse in the case of her voluntary cessation of employment prior to vesting.
Conversion of existing Alexion equity awards:
Dr. Sarin’s existing equity-based incentive awards will be converted from Alexion to AstraZeneca shares in the form of restricted stock at the date of Closing. These shares will vest over time and do not form part of her ongoing remuneration as AstraZeneca’s Chief Financial Officer because they relate to her prior employment as Executive Vice-President, Chief Financial Officer of Alexion.
Remuneration summary – Marc Dunoyer
Mr. Dunoyer will remain an employee of AstraZeneca and therefore his in-flight incentive awards will continue to run their course. He will not receive any payments in respect of his retirement from the Board. His remuneration for qualifying services as an Executive Director during 2021 will be disclosed in the usual way in AstraZeneca’s Annual Report and Form 20-F Information 2021.
No disclosure obligations arise under paragraphs (1) to (6) of LR 9.6.13 R of the Financial Conduct Authority’s Listing Rules in respect of Aradhana Sarin’s appointment as a Director of AstraZeneca.