AstraZeneca reports terms of David Brennan’s retirement

David Brennan, CEO, AstraZeneca

AstraZeneca reported today on the remuneration arrangements relating to David Brennan’s retirement. As previously announced, Mr Brennan relinquished his responsibilities as Chief Executive Officer and an Executive Director on 1 June 2012, after 36 years of service to the Company.

David Brennan, CEO, AstraZeneca

On leaving the Company at a date determined by the Board, Mr Brennan received a lump sum payment of £914,122 in lieu of contractual notice, representing 11 months’ base pay.

Mr Brennan informed the Remuneration Committee that he did not wish to be considered for a bonus in respect of that part of 2012 during which he was Chief Executive Officer. The Committee determined that no such bonus would be awarded. The Committee also determined that there should be no bonus award relating to the contractual notice period.

The Committee determined that the share awards made to Mr Brennan in 2011 and 2012 under the AstraZeneca Performance Share Plan and the AstraZeneca Investment Plan should be forfeited. The share awards under those plans made in 2010 will vest on a pro rata basis to reflect the period worked since the award of the shares, but only if and to the extent that the relevant performance conditions are met. The estimated gross value of the 2010 awards, after pro rating and taking into account performance to the end of June 2012, is approximately £1.5 million.

Those elements of Mr Brennan’s annual bonus from previous years that were compulsorily deferred into shares under the AstraZeneca Deferred Bonus Plan will vest in accordance with the normal vesting timetable at the end of the relevant three-year retention periods.

The rules relating to retirement will operate in respect of all unexercised options previously granted to Mr Brennan under the AstraZeneca Share Option Plan, which require the options to be exercised within two years of retirement. The final grant of options under that plan was made in 2009. In respect of that 2009 grant, the Committee required that the options should be exercised by Mr Brennan before his employment ended.

The arrangements described above will be set out in the Directors’ Remuneration Report in AstraZeneca’s 2012 Annual Report, to be published in March 2013, in line with the Company’s usual disclosure commitments.

Mr Brennan’s pension entitlements are as reported in the latest AstraZeneca Annual Report.