Item 5.02. Departure of Directors of Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b-c) On July 14, 2021, the Board of Directors (the "Board") of Walgreens Boots
Alliance, Inc. (the "Company") appointed Manmohan Mahajan as Senior Vice
President, Global Controller and Chief Accounting Officer of the Company
effective immediately. James Kehoe, who had assumed the responsibilities of the
Company's principal accounting officer during the search process that led to
Mr. Mahajan's hiring, will continue in his role as the Company's Executive Vice
President and Global Chief Financial Officer.
Mr. Mahajan, age 42, joined the Company in February 2016 and served as Vice
President, Global Reporting and Technical Accounting until September 2019. From
October 2019 to July 2021, he served as Vice President, Assistant Global
Controller. Prior to joining the Company, Mr. Mahajan served in positions of
increasing responsibility with GE Capital, a former subsidiary of General
Electric Company, most recently serving as Controller at GE Capital Americas
from March 2011 until January 2016.
In connection with and contingent upon the aforementioned appointment, on
July 13, 2021, the Compensation and Leadership Performance Committee of the
Board approved (i) an increase in Mr. Mahajan's annual base salary to $475,000,
(ii) an increase of Mr. Mahajan's target opportunity under the Company's
corporate bonus plan, which provides an opportunity for an annual bonus based on
individual and company performance, to 70% of his base salary (prorated in the
case of the current fiscal year) and (iii) an increase of Mr. Mahajan's annual
target opportunity under the Company's stock-based incentive programs, which
currently provide for stock option and performance share grants, to a total
combined target grant date award value of $750,000. Additional information
regarding the Company's compensatory plans and arrangements applicable to senior
officers of the Company is available in the "Executive Compensation" section of
the Company's definitive Proxy Statement filed with the Securities and Exchange
Commission on December 8, 2020. Mr. Mahajan will also be covered by the
Company's Executive Severance and Change in Control Plan, a copy of which is
filed as Exhibit 10.4 to the Company's Current Report on Form 8-K12B filed with
the Securities and Exchange Commission on December 31, 2014, and which is
incorporated herein by reference.
Mr. Mahajan has no family relationships with any director or executive officer
of the Company, and there are no arrangements or understandings with any person
pursuant to which he was selected as an officer of the Company. In addition,
there have been no transactions directly or indirectly involving Mr. Mahajan
that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K
under the Securities Exchange Act of 1934, as amended.
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