Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
CEO Succession
On January 5, 2022, Catalent, Inc. (the "Company" or "Catalent") announced that
John R. Chiminski, Chair and CEO, will transition out of his role as CEO and
into the role of Executive Chair effective July 1, 2022 (the "Effective Date").
Mr. Chiminski will continue to serve as Chair of the Company's Board of
Directors (the "Board"). As part of a planned leadership succession, the Company
also announced that Alessandro Maselli, President and Chief Operating Officer,
will succeed Mr. Chiminski as CEO, effective as of the Effective Date. As of
that date, Mr. Maselli will also become a member of the Board, increasing the
total number of directors on the Company's Board from 12 to 13.
Mr. Maselli, 49, has been Catalent's President and Chief Operating Officer since
February 2019. He joined the Company in 2010 as Director of Operations at its
pharmaceutical, nutritional, and cosmetics plant in Aprilia, Italy. In 2013,
Mr. Maselli was appointed General Manager of Zydis® operations at the Company's
facility in Swindon, U.K.; in 2015, he became Vice President of Operations,
Europe, for its Drug Delivery Solutions business unit; and in 2016 he was named
Senior Vice President, Global Operations. Prior to joining Catalent, Mr. Maselli
held operational and business leadership roles at Alstom and SGS S.A. From 1998
to 2006, he held roles of increasing responsibility from process engineer to
operations director at ABB Group. Mr. Maselli began his career as an automation
systems engineer in the food industry. A native of Italy, Mr. Maselli earned his
master's degree in electronic engineering from the University of Rome ("La
Sapienza").
In connection with Mr. Maselli's promotion, the Compensation and Leadership
Committee (the "Committee") of the Board approved the following new compensation
arrangements for Mr. Maselli with effect as of the Effective Date: (1) an
increase in annual base salary from €490,944 to $925,000, (2) an increase in
annual target opportunity under Catalent's Management Incentive Plan (the
"MIP"), the incentive-based annual cash bonus plan for the Company's executives,
from €392,722 for fiscal 2022 to $1,018,000 for fiscal 2023, and (3) an increase
in the value of his annual target grant under Catalent's Long-Term Incentive
Plan (the "LTIP") from $1,700,000 to $5,500,000 for fiscal 2023, allocated in
the same manner as applies to all members of the Company's Executive Leadership
Team, with 30% granted as stock options, 20% as time-based restricted stock
units ("RSUs"), and 50% as performance-based restricted stock units (also known
as "performance share units"). Mr. Maselli also entered into a new employment
agreement (the "Maselli Agreement") setting forth those terms and providing,
among other things, for severance if he is terminated by the Company on or after
the Effective Date for reasons other than the circumstances specified in the
Maselli Agreement as constituting cause, death, or disability or he resigns for
good reason (as defined in the agreement), in which case Mr. Maselli would be
entitled to a severance payment equal to twice the sum of his annual base salary
and target annual bonus, as well as continued participation for up to two years
in the Company's group health plans. In addition, under the LTIP, a termination
without cause within 18 months following a change in control would result in
Mr. Maselli's unvested awards becoming fully vested and exercisable. The
foregoing description of the Maselli Agreement, which is filed as Exhibit 10.1
to this Current Report on Form 8-K (this "Form 8-K"), is qualified in its
entirety by reference to such agreement, with the full text incorporated herein
by reference.
The Committee also approved the following new compensation arrangements for
Mr. Chiminski in his role as Executive Chair, with effect as of the Effective
Date: (1) a decrease in annual base salary from $1,075,000 to $700,000, (2) a
target cash incentive opportunity under the MIP of $700,000 for fiscal 2023,
decreased from the fiscal 2022 target of $1,350,000 and (3) a grant of RSUs
under the LTIP in respect of fiscal 2023 having a value of $4,000,000, decreased
from the fiscal 2022 grant value of $9,300,000. Mr. Chiminski's existing
employment agreement was amended and restated (the "Chiminski Agreement") to
reflect those changes and others consistent with the change in his role,
including a revision of the severance provisions to reduce the severance payment
amount from twice the sum of his annual base salary and target annual bonus to
one times such amount, and a fixed term running until the end of Catalent's 2023
fiscal year. The foregoing description of the Chiminski Agreement, which is
filed as Exhibit 10.2 to this Form 8-K, is qualified in its entirety by
reference to such agreement, with the full text incorporated herein by
reference.
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Item 7.01. Regulation FD Disclosure
The Company issued a press release on January 5, 2022 announcing the leadership
transition described in Item 5.02 above, which is furnished as Exhibit 99.1 to
this Form 8-K.
As provided in General Instruction B.2 of Form 8-K, Exhibit 99.1 and the
information contained in this Item 7.01 of this Form 8-K shall not be deemed to
be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), nor shall they be deemed to be incorporated by
reference in any filing under the Exchange Act or the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such a
filing.
Item 9.01 Financial Statements and Exhibits.
d. Exhibits. The following exhibits are filed (or, in the case of Exhibit
99.1, furnished) as part of this Form 8-K.
Exhibit
No. Description
10.1 Employment Agreement, dated January 4, 2022, by and between
Catalent, Inc. and Alessandro Maselli.
10.2 Amended and Restated Employment Agreement, dated January 4, 2022, by
and between Catalent, Inc. and John R. Chiminski.
99.1 Press release issued on January 5, 2021 by Catalent, Inc.
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL.
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