EXECUTIVE
COMPENSATION TABLES 2021 Proxy Statement | CATALENT,
INC. 61
and 2,674 PSUs (Relative Return) (1,786 in the case of retirement) granted on July 22, 2019, and
1,987 PSUs (Adjusted EPS) (663 in the case of retirement) and 1,720 PSUs (Relative Return) (574 in the case of retirement) granted on July 30, 2020, valued at the Fiscal 2021 Closing Price. In the event of retirement, the number of Performance
Shares and PSUs that vest is pro-rated based on the portion of the relevant performance period during which Mr. Fasman is actively employed.
For
Ms. Flynn, the amount reported for death and for termination by us without cause within 18 months following a change of control (assuming awards have been assumed, continued, or substituted) reflects (a) the spread value of
$20.02 per share for 8,005 options granted on July 30, 2020, representing the difference between the Fiscal 2021 Closing Price and the exercise price of the option, and (b) 26,465 RSUs granted on January 8, 2020, 1,476 RSUs granted on
July 30, 2020, 1,845 PSUs (Adjusted EPS), and 1,597 PSUs (Relative Return) granted on July 30, 2020, valued at the Fiscal 2021 Closing Price.
For Mr. Maselli, the amounts reported for death and for a termination by us without cause within 18 months following a change of control (assuming
awards have been assumed, continued, or substituted) reflects (a) the spread value of $20.02 per share for the 15,395 options granted on July 30,2020, $53.18 per share for the 10,302 options granted on July 22, 2019,
$64.24 per share for the 5,263 options granted on July 23, 2018, and $72.10 per share for the 2,596 options granted on July 24, 2017, representing the difference between the Fiscal 2021 Closing Price and the exercise price of the options,
and (b) 2,838 RSUs granted on July 30, 2020, 2,549 RSUs granted on July 22, 2019, 2,052 shares of Restricted Stock granted on July 23, 2018, 2,564 Performance Shares (Adjusted EPS) and 2,356 Performance Shares (Relative Return)
granted on July 23, 2018, 3,186 PSUs (Adjusted EPS) and 2,773 PSUs (Relative Return) granted on July 22, 2019, and 3,548 PSUs (Adjusted EPS) and 3,070 PSUs (Relative Return) granted on July 30, 2020, valued at the Fiscal 2021 Closing
Price.
Amounts reported assume that the Performance Shares and PSUs vest at target; however, the number of Relative Return Performance Shares and
PSUs may vary based on when a change of control occurs during a performance period.
(3)
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The amounts reported represent, for each executive, the sum of that executives annual base salary and target
annual bonus. For Mr. Maselli, amounts in pounds sterling were converted to U.S. dollars at an exchange rate of 1.3462:1, which represents the average monthly rate for that currency during fiscal 2021.
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(4)
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The amounts reported for Messrs. Castellano and Fasman and Ms. Flynn represent income attributable to the health
care premiums paid by us with respect to their continued participation in our employee benefit plans for a one-year period. Under these circumstances, Mr. Maselli would become ineligible for any continued
health benefits in the U.K. and U.S. under our plans. Each executive would also be entitled to be paid for any unused paid-time-off days accrued during 2021.
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(5)
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Receipt of shares in the event of disability occurs when the relevant vesting period for each grant ends rather than
being accelerated to the date of disability.
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(6)
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Mr. Fasman is the only Continuing NEO eligible for retirement as of June 30, 2021. Receipt of shares occurs when the
relevant vesting period for each grant ends rather than being accelerated to the date of retirement.
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Payments that would be made under our
Deferral Plan upon the death of a participating NEO are described above in the notes to the Fiscal 2021 Non-Qualified Deferred Compensation Table.
SEVERANCE AND PAYMENTS ON A
CHANGE OF CONTROL
MR. CHIMINSKIS
SEVERANCE, TERMINATION, AND CHANGE OF CONTROL BENEFITS
Mr. Chiminskis employment agreement, the Omnibus Plan, and the grant agreements thereunder each provide for certain benefits to be paid to him upon
termination.
Upon disability or death, a pro-rata portion of any annual bonus he would have earned for the year of
termination, based on our actual performance in respect of the full bonus year, would be paid within 21⁄2 months of the end of the fiscal year in which termination
occurred.
Should Mr. Chiminskis employment terminate due to death, his beneficiaries (i) will receive a death benefit equal to 1.5 times his
base salary (which would be $1,612,500, but is limited by our insurer to $1,600,000) under a group life insurance program we provide that covers all eligible active U.S.-based employees, and (ii) will be entitled to accelerated vesting of all
unvested grants under the Omnibus Plans. If his employment is terminated due to disability, all unvested grants under the Omnibus Plans will continue to vest as if he had continued employment through each applicable anniversary of the grant date.
Under his employment agreement, upon any termination for good reason or due to his election not to extend the term, Mr. Chiminski receives certain accrued
amounts and benefits and a pro-rata portion of any annual bonus he would have earned for the year of termination.
The
employment agreement further provides that upon termination by us without cause, or by Mr. Chiminski for good reason, or due to our election not to extend the term, subject to a release of claims, he will also be entitled to receive an amount
equal to two times the sum of (x) his annualized base salary (which salary, for purposes of calculating severance amounts, will in no event be less than $1,025,000) and (y) his annual target bonus, payable in equal monthly installments
over a two-year period; provided, however, that, if such termination occurs within the two-year period following a change in control, such payment will instead be
made in a single lump-sum payment within thirty days following termination. Notwithstanding the foregoing, our obligation to make such payments will cease in the event of an uncured material breach by
Mr. Chiminski of the restrictive covenants contained in the employment agreement.
In addition to the payments described above, if Mr. Chiminskis
employment is terminated by us without cause, by Mr. Chiminski for good reason, or due to our election not to extend the term, Mr. Chiminski (and his spouse and eligible dependents, to the extent covered prior to such termination) will
also be entitled to continued participation in our group health plans for up to two years.