1. Executive Compensation Committee
- Rodman L. Drake – Chair; also Nominating and Governance
- Michael D. Casey – Also Lead Independent Director; member, Nominating and Governance
- James Loughlin – Also Audit
§ The Compensation Committee annually reviews the total compensation package for all executive officers, including the Chief Executive Officer, considers modification of existing compensation and benefit programs and the adoption of new plans and administers the plans and reviews the compensation of non-employee members of the Board of Directors.
§ The Compensation Committee has (the full power and authority to interpret the provisions and supervise the administration of :
· Anthrogenesis Corporation Qualified Employee Incentive Stock Option Plan,
· Signal Pharmaceuticals, Inc. 2000 Equity Incentive Plan,
· Celgene’s 1992 Long-Term Incentive Plan and 2008 Stock Incentive Plan
· Pharmion Corporation 2000 Stock Incentive Plan,
· Celgene Corporation’s 2005 Deferred Compensation Plan, or the Nonqualified Plan, and (iii) the authority to review all matters relating to our personnel.
§ Supporting the compensation committee is compensation consultant Radford, a separate business unit of Aon Consulting and a separate division of Aon Corporation,
- Sol J. Barer, Ph.D. – Executive Chairman
- Robert J. Hugin – CEO
- Gilla Kaplan, Ph.D. – Audit
- Walter L. Robb, Ph.D. – Audit
- Ernest Mario, Ph.D. - Nominating and Governance
- Carrie S. Cox - Audit
- The Company invites stockholders … to communicate any concerns they may have about the Company directly and confidentially with either the Board of Directors or the non-management directors of the Company’s Board of Directors as a group by writing to the attention of either the Chairman of the Board of Directors or the Non-Management Directors at Celgene Corporation, 86 Morris Avenue, Summit, New Jersey 07901.”
- To facilitate communications, stockholders should direct all communications to Celgene’s Corporate Secratary who will forward all such correspondence to the Board of Directors, individual members of the Board of Directors or applicable chair persons of any Committee of the Board of Directors, as appropriate.