SECURITIES AND EXCHANGE COMMISSION
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PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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|Item 5.02|| |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
New Chief Accounting Officer
On May 17, 2021, the board of directors of Catalent, Inc. (“Catalent” and, together with its subsidiaries, the “Company”) elected Ricky Hopson Vice President and Chief Accounting Officer (“CAO”), effective June 1, 2021 (the “Effective Date”). He will become a member of the Company’s Executive Leadership Team and serve as its principal accounting officer.
Mr. Hopson, 45, joined Catalent in October 2001 and has held finance roles of increasing responsibility in both Swindon, UK and Somerset, NJ. In August 2009, Ricky was appointed Vice President, Finance, first for Development & Clinical Services and then, in 2013, for the Softgel business unit. His role was expanded in January 2019 when he was named Global Vice President, Operational Finance. Mr. Hopson was named Vice President, Corporate Controller in January 2020. He earned his bachelor’s degree in Accounting from Portsmouth University and is also a member of the Chartered Institute of Management Accountants (CIMA).
There is no arrangement or understanding between Mr. Hopson and any other person pursuant to which he was selected as CAO. There is also no family relationship between Mr. Hopson and any director or executive officer of Catalent, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The Company has entered into an offer letter, dated May 17, 2021, with Mr. Hopson (the “Offer Letter”). The terms of his existing severance agreement with the Company, which provides for terms applicable to all senior executives other than Catalent’s Chief Executive Officer and is substantially in the form (the “Form Severance Agreement”) provided as Exhibit 10.3 to the Annual Report on Form 10-K filed September 17, 2010 by Catalent’s wholly owned subsidiary, Catalent Pharma Solutions, Inc. (the “CPS Form 10-K”), shall remain unchanged. The terms of the Offer Letter and the Form Severance Agreement are summarized as follows:
Base Salary. Mr. Hopson’s annual base salary will rise to $350,000, effective on the Effective Date.
Bonus. Mr. Hopson will remain eligible for a cash bonus under the terms of the Company’s Management Incentive Plan, or MIP, the incentive-based annual cash bonus plan for the Company’s executives, with a target amount of $280,000 beginning with the Company’s 2022 fiscal year on July 1, 2021.
Long-Term Incentive Award. Mr. Hopson will remain eligible to participate in Catalent’s Long-Term Incentive Plan (the “LTIP”), with an annual grant target of $280,000 beginning with the annual grant in respect of the 2022 fiscal year, 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 restricted stock units, and 50% as performance-based restricted stock units (also known as “performance share units”).
Termination of Employment. Under his severance agreement, if Mr. Hopson is involuntarily terminated for any reason (including by him for good reason, as defined in the agreement) other than cause (as defined in the agreement), death or disability, he would be entitled to (i) a severance payment equal to the sum of annual base salary and target annual bonus, payable in equal installments over the one-year period following the date of termination; and (ii) continued participation for up to one year in the Company’s group health plans (to the extent he was receiving such coverage as of the termination date), at the same premium rates as may be charged from time to time to the Company’s U.S. employees generally. In addition, under the LTIP, a termination without cause within 18 months of a change in control would result in Mr. Hopson’s unvested awards becoming fully vested and exercisable.
The foregoing descriptions of the Offer Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the Form Severance Agreement are qualified in their entirety by reference to the Offer Letter and the Form Severance Agreement, with the full text of each item incorporated herein by reference.
In addition to providing the Offer Letter, Catalent has agreed to grant to Mr. Hopson, as of the Effective Date, restricted stock units (“RSUs”) under its 2018 Omnibus Incentive Plan with a grant-date value of $350,000, which RSUs will vest on the third anniversary of grant, subject to his continued employment with the Company and his execution of and compliance with an award agreement substantially in the form provided as Exhibit 10.40 to Catalent’s Quarterly Report on Form 10-Q filed May 7, 2019, the full text of which is incorporated herein by reference.
|Item 9.01|| |
Financial Statements and Exhibits.
d. Exhibits. The following exhibit is filed as part of this Current Report on Form 8-K.
|10.1||Offer letter, dated May 17, 2021, between Ricky Hopson and Catalent Pharma Solutions, Inc.|
|104||The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 20, 2021
|Steven L. Fasman|
Senior Vice President,
General Counsel, and Secretary