CORPORATE GOVERNANCE 2023 Proxy Statement | CATALENT, INC. 25
Although our Board and Nominating Committee consider diversity of viewpoints, background, and experiences when identifying and reviewing candidates for our Board, our Board does not have a separate diversity policy. In identifying and evaluating prospective director candidates, the Nominating Committee may seek referrals and assistance from other members of our Board, management, shareholders, and other sources, including third-party search consultants. The Nominating Committee uses the same criteria for evaluating candidates regardless of the source of the referral. When considering director candidates, the Nominating Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experiences to further enhance our Board’s effectiveness.
Elliott initially identified Mr. Barg and Ms. Ryan as potential candidates for consideration by the Nominating Committee, which interviewed and discussed the candidates before recommending them to the Board. The Nominating Committee also identified Mr. D’Amelio and Ms. Okey as candidates for our Board due to their background and leadership experience and recommended each of them to the Board for consideration.
Shareholders may nominate directors for election by following the provisions set forth in our bylaws concerning such matters. The Nominating Committee, in accordance with our Governance Guidelines, will consider the qualifications of any nominee proposed by one or more shareholders in the same manner in which it evaluates any other candidate.
Proxy Access
Our bylaws provide for proxy access, which, subject to certain limitations as set forth in our bylaws, allows a shareholder or a group of up to 20 shareholders owning, continuously for at least three years, shares representing at least 3% of our outstanding voting stock entitled to vote in the election of directors, to nominate and include in our Proxy Statement for each Annual Meeting of Shareholders at which directors may be elected, their own qualifying director nominees constituting up to the greater of 2 or 20% of the total number of directors then serving on our Board (subject to certain limitations as set forth in our bylaws). Our Board (prior to each Annual Meeting of Shareholders) and the chair of any Annual Meeting of Shareholders shall have the power to determine whether a director nominee has been nominated by a shareholder in accordance with the requirements of the proxy access provisions. Notice of director nominees submitted under the proxy access provisions must include the information required under our bylaws. Such notice must be delivered to our Corporate Secretary at Catalent, Inc., 14 Schoolhouse Road, Somerset, NJ 08873 for nominations for the 2024 Annual Meeting of Shareholders by the dates specified under “Shareholder Proxy Access” on page 97. The foregoing description of the shareholder proxy access provision included in our bylaws does not purport to be complete and is qualified in its entirety by reference to our bylaws, which are available on our website at investor.catalent.com/corporate-governance.
Communications with the Board of Directors
The Board has adopted procedures for communications by shareholders and other interested parties with the Board, the independent directors as a group, any Committee, and individual directors. The Board has designated the Corporate Secretary as its agent for the receipt and processing of such communications. Shareholders or other interested parties wishing to communicate with our Board, any of our Committees, any director individually, or the independent directors as a group may do so by contacting the Corporate Secretary either:
| • |
|
By mail, addressed care of Corporate Secretary, Catalent, Inc., 14 Schoolhouse Road, Somerset, New Jersey 08873; or |
| • |
|
By email to CorpSec@catalent.com. |
Such communications should clearly identify the intended recipient. Communications will be sent to the appropriate recipient, depending on the facts and circumstances outlined in the communication, but the Corporate Secretary will not forward to directors any spam, junk mail, mass mailing, product complaint, product inquiry, new product suggestion, job inquiry, survey, or business solicitation or advertisement. Material that is unduly hostile, threatening, illegal, or similarly unsuitable will also be excluded.
Standards of Business Conduct
Our Board and all of our employees, including our CEO, principal financial officer, principal accounting officer, and all other executive officers are required to abide by our Standards of Business Conduct to ensure that our business is conducted in a consistently legal and ethical manner. A copy of our Standards of Business Conduct can be found on our website at
26 CATALENT, INC. | 2023 Proxy Statement CORPORATE GOVERNANCE
investor.catalent.com/corporate-governance. We will disclose on our website any future amendment to, or waiver from, provisions of our Standards of Business Conduct affecting our directors or executive officers as and to the extent required under applicable SEC and NYSE rules.
Transactions with Related Persons
Our Board has adopted a written policy regarding the review, approval, and ratification of transactions with related persons. This policy provides that a related person must promptly disclose to our Board any related person transaction. No related person transaction will be executed without the approval or ratification of our Board or the Audit Committee. It is our policy that directors interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest if the amount involved exceeds $120,000 and a “related person” has a direct or indirect material interest. In general, “related persons” are our directors and executive officers, shareholders beneficially owning more than 5% of our outstanding stock, and their immediate family members. We refer to such a transaction as a “related person transaction.”
Except as set forth below with respect to the Stockholders’ Agreement and Registration Rights Agreement (each as defined below), during fiscal 2023 we did not enter into or have outstanding any reportable related person transaction, nor is any related person transaction currently proposed, in which any of our directors, CEO, or executive officers has a direct or indirect material interest.
STOCKHOLDERS’ AGREEMENT
In connection with our sale of our formerly outstanding Series A Convertible Preferred Stock (the “Series A Preferred”) in May 2019, we entered into a stockholders’ agreement (the “Stockholders’ Agreement”) with certain affiliates of Leonard Green & Partners, L.P. that purchased those securities (the “Leonard Green Investors”). Pursuant to the Stockholders’ Agreement, as long as the holders of common stock issued upon conversion of Series A Preferred (the “Relevant Holders”) beneficially owned shares of common stock having an aggregate value of at least $250 million (measured in accordance with the Stockholders’ Agreement), they had the right to designate one nominee for election to our Board and certain customary access and information rights. Peter Zippelius was the designated director of the Relevant Holders; however, on December 14, 2022, Mr. Zippelius notified the Board of his intent to retire, which was made effective as of the end of January 2023 in accordance with the terms and conditions of the Stockholders’ Agreement. The Relevant Holders no longer hold shares of common stock converted from the Series A Preferred having an aggregate value in excess of $250 million, and, therefore, the right to designate a nominee has lapsed.
For so long as the Relevant Holders were entitled to designate a nominee, they were generally required to vote in the manner recommended by our Board in connection with director elections, our “say-on-pay” and other equity compensation proposals, ratification of the appointment of our independent registered public accounting firm, and with respect to any proposed merger or other similar transaction between us and another party. The Relevant Holders were also subject to standstill restrictions that, subject to certain exceptions, prohibited them from purchasing our common stock, publicly proposing any merger or other extraordinary corporate transaction, initiating any shareholder proposal, or soliciting proxies until the date on which they were no longer entitled to designate a nominee to our Board. Restrictions on the ability of the Relevant Holders to transfer the shares of common stock they hold that were issued upon conversion of the Series A Preferred expired on November 17, 2021.
REGISTRATION RIGHTS AGREEMENT
We also entered into a registration rights agreement (the “Registration Rights Agreement”) with the Leonard Green Investors, pursuant to which we must provide to the Leonard Green Investors certain customary registration rights with respect to the shares of common stock they hold that were issued upon conversion of the Series A Preferred. The Registration Rights Agreement contains customary terms and conditions, including certain customary indemnification obligations.
The foregoing descriptions of the Stockholders’ Agreement and the Registration Rights Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Stockholders’ Agreement and Registration Rights Agreement, which are filed with the SEC as exhibits to the 2023 Annual Report.
COMPENSATION DISCUSSION AND ANALYSIS 2023 Proxy Statement | CATALENT, INC. 49
|
|
|
| |
|
| Manja Boerman |
|
• Base Salary: Increased by $75,000 to $500,000 • MIP: Zero bonus, equal to 0% of target opportunity of $400,000, or 0% of base salary • LTIP: Award with a grant date fair value of $650,151 (increased from $500,207 in fiscal 2022) • Award of Performance Restricted Stock Units (PRSUs) with a grant date fair value of $2,000,088 in connection with her expanded responsibilities, which would vest from 0-200% of target based upon the achievement against pre-determined revenue of the BioModalities Division during fiscal 2026 (all outstanding unvested equity-based awards, including the PRSUs, will be cancelled based on the existing terms of the awards, in connection with her termination by mutual consent when such negotiations are complete) |
| 1 |
Converted from pounds sterling to U.S. dollars at an exchange rate of 1.3325:1, which represents the average of the monthly rates during fiscal 2022. |
Other Compensation Practices and Policies
EXECUTIVE AGREEMENTS
The following is a description of the provisions of employment agreements and offer letters with our NEOs, as in effect during fiscal 2023. In addition, our NEOs have entered into agreements with respect to the long-term incentive grants they have received, the terms of which are described elsewhere in this Proxy Statement. Severance agreements and arrangements affecting our NEOs are further described in the table entitled “Fiscal 2023 Potential Payments upon Employment Termination or Change of Control Tables” and accompanying notes, beginning on page 64.
EMPLOYMENT AGREEMENT FOR ALESSANDRO MASELLI
On January 4, 2022, we entered into an employment agreement with Mr. Maselli in connection with his transition to his current position as President and Chief Executive Officer. Effective July 1, 2022, (1) his base salary increased to $925,000, (2) his target cash incentive opportunity under the MIP for fiscal 2023 increased to $1,018,000, and (3) his LTIP grant in respect of fiscal 2023 increased to $5,500,000. The terms also include (a) a one-year employment term commencing July 1, 2022, which automatically extends for successive one-year periods unless either party gives notice of non-renewal at least 60 days before the end of the then-current term, and (b) participation in all group health, life, disability, and other employee benefit and perquisite plans and programs in which our other senior executives generally participate.
Mr. Maselli is subject to a covenant not to (x) compete with us or solicit the business of any client or prospective client while employed and for one year following his termination of employment for any reason or (y) solicit our employees or consultants while employed and for two years following his termination of employment for any reason, in each case subject to certain specified exclusions. The agreement also contains customary confidential information, assignment of intellectual property rights, and indemnification provisions, as well as the severance terms described below under “Fiscal 2023 Potential Payments upon Employment Termination or Change of Control Tables—Severance and Payments on a Change of Control.”
OFFER LETTER FOR THOMAS CASTELLANO
On May 10, 2021, we provided a letter to Mr. Castellano, with an effective date of June 1, 2021, in connection with his appointment as our senior vice president and chief financial officer. The letter set his base salary and MIP target at $500,000 and $400,000, respectively, and provided that he be recommended to receive an LTIP grant for fiscal 2022 of $600,000. On July 27, 2022, we provided a letter to Mr. Castellano that increased his base pay to $550,000, effective July 21, 2022, increased his MIP target to $450,000, and increased his LTIP target for the fiscal 2023-2025 performance period to $1,250,000 for fiscal 2023.
Mr. Castellano ceased serving as Chief Financial Officer effective April 13, 2023 and separated from the Company effective April 21, 2023. For a description of the severance benefits that Mr. Castellano is entitled to receive in connection with his involuntary termination without cause under his pre-existing severance agreement, please see the discussion below under the heading “Severance and Termination Benefits—Mr. Castellano.”
50 CATALENT, INC. | 2023 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS
OFFER LETTER FOR RICKY HOPSON
On July 1, 2022, we provided a letter to Mr. Hopson in connection with his promotion to President, Division Head for Clinical Development & Supply. The letter set his base salary and MIP target at $380,000 and $310,000, respectively, and provided that he be recommended to receive an LTIP grant for fiscal 2023 of $350,000.
On May 1, 2023, we provided a letter to Mr. Hopson, with an effective date of April 14, 2023, in connection with his appointment as our Interim Chief Financial Officer. The letter provided that he would be entitled to receive an additional cash stipend of $20,000 per month for the duration of his assignment until such time as the Company hired a permanent Chief Financial Officer, and that all other elements of his existing compensation would remain unchanged.
OFFER LETTER FOR STEVEN L. FASMAN
On March 13, 2018, we provided a letter to Mr. Fasman setting forth certain terms of his employment, with immediate effect. The letter set his base salary and MIP target at $550,000 and $412,500, respectively, and provided that he be recommended to receive an LTIP grant for fiscal 2019 of $650,000. We increased Mr. Fasman’s base salary, effective July 2020, to $600,000. On July 7, 2022, we provided an updated letter to Mr. Fasman in connection with his transition to Executive Vice President and Chief Administrative Officer. Effective July 1, 2022, (1) his base salary increased to $625,000, (2) his target cash incentive opportunity under the MIP for fiscal 2023 increased to $500,000, and (3) his LTIP grant in respect of fiscal 2023 increased to $1,500,000. Mr. Fasman left the Company in September 2023 to take another opportunity.
OFFER LETTER FOR ARISTIPPOS GENNADIOS
On March 15, 2018, we provided a letter to Dr. Gennadios setting forth certain terms of his employment, with immediate effect. The letter set his base salary and MIP target at $420,000 and $315,000, respectively, and provided that he be recommended to receive an LTIP grant for fiscal 2019 of $450,000. We increased Dr. Gennadios’s base salary, effective July 2021, to $500,000. On July 7, 2022, we provided an updated letter to Dr. Gennadios in connection with his transition to Group President, Pharma and Consumer Health. Effective July 1, 2022, (1) his base salary increased to $600,000, (2) his target cash incentive opportunity under the MIP for fiscal 2023 increased to $500,000, and (3) his LTIP grant in respect of fiscal 2023 increased to $1,000,000. In addition, Dr. Gennadios received a one-time grant of RSUs vesting three years from the grant date with a grant-date value of $2,000,000.
EMPLOYMENT AGREEMENT OF JOHN CHIMINSKI
As in effect at the beginning of fiscal 2022, Mr. Chiminski’s employment agreement, as amended, provided for a three-year employment term commencing August 23, 2017, which automatically extended for successive one-year periods unless either party gave notice of non-renewal at least 60 days before the end of the then-current term. The terms included (1) an annual base salary of $1,075,000, subject to discretionary increases from time to time, (2) continued participation in our MIP, with a minimum annual target amount of $1,350,000, (3) continued participation in our annual LTIP with a minimum annual target grant value of $9,075,000, and (4) participation in all group health, life, disability, and other employee benefit and perquisite plans and programs in which our other senior executives generally participate. He also received annual reimbursements for the reasonable cost of (1) premiums for an executive life insurance policy (not to exceed $15,000) and (2) financial services/planning (not to exceed $15,000). On January 4, 2022, we entered into an amended and restated one-year employment agreement with Mr. Chiminski in connection with his transition to Executive Chair. Effective July 1, 2022, (1) his annual base salary decreased to $700,000, (2) his target cash incentive opportunity under the MIP for fiscal 2023 decreased to $700,000, and (3) his LTIP grant in respect of fiscal 2023 decreased to $4,000,000 (granted entirely in the form of RSUs vesting one year from the grant date).
Mr. Chiminski is subject to a covenant not to (x) compete with us or solicit the business of any client or prospective client while employed and for one year following his termination of employment for any reason or (y) solicit our employees or consultants while employed and for two years following his termination of employment for any reason, in each case subject to certain specified exclusions. The agreement also contains customary confidential information, assignment of intellectual property rights, and indemnification provisions.
Effective June 30, 2023, Mr. Chiminski retired from the Company. In connection with Mr. Chiminski’s retirement from the Company, all of his then-outstanding equity awards will continue to vest in accordance with the terms of his outstanding award agreements and he continues to be eligible to receive financial planning reimbursements up to $15,000 (per calendar
COMPENSATION DISCUSSION AND ANALYSIS 2023 Proxy Statement | CATALENT, INC. 51
year) for one-year following his departure in accordance with the policy approved by the Compensation Committee for all members of the Executive Leadership Team following their retirement from the Company.
EMPLOYMENT AGREEMENT AND LONG-TERM ASSIGNMENT LETTER FOR MANJA BOERMAN
On October 8, 2019, Dr. Boerman entered into an employment agreement with Catalent Pharma Solutions GmbH, for employment in the Netherlands as Region President, Biologics—EU to commence on January 2, 2020. Effective June 1, 2020, Dr. Boerman was promoted to President, Cell & Gene Therapy, her annual base salary increased to $425,000, her MIP target increased to $340,000, and her LTIP target increased to $500,000 for the fiscal 2021-2023 performance period. She was also granted RSUs valued at $200,000 that would vest 100% on the third anniversary of the grant date. Effective July 21, 2022, Dr. Boerman’s base salary increased to $500,000, her MIP target increased to $400,000 for fiscal year 2023, and her LTIP target for the fiscal 2023-2025 performance period increased to $650,000. In addition, Dr. Boerman received a PRSU incentive grant with a target value of $2,000,000. The actual number of PRSUs that would ultimately vest would range from 0-200% of the target number of shares. The vesting of the PRSU grant and distribution of shares under the grant, if any, would be based on revenue targets for fiscal year 2026 and would occur after the Board approves the Company’s audited consolidated financial statements for that fiscal year. If Dr. Boerman’s employment was terminated before the completion of such revenue determination for any reason other than death or disability, the PRSUs would cease vesting and would be forfeited. On October 10, 2022, we provided Dr. Boerman a long-term international assignment letter setting forth certain terms of her long-term assignment from the Netherlands to the United States. Dr. Boerman was provided a car allowance of €24,000 per year, a cost of living differential of $3,455 per month, a lodging stipend of $6,360 net per month, and was enrolled in an international benefit plan. Dr. Boerman’s assignment-related allowances and benefits are consistent with our standard practices and polices applicable, by location, to employees on long-term assignments. Dr. Boerman’s base salary, MIP and LTIP targets, and other conditions of employment remained unchanged.
Dr. Boerman was removed from her position as President, Division Head for Biomodalities effective as of April 25, 2023, and upon her removal was offered “garden leave” for the entirety of the six months’ notice period under her employment agreement. Dr. Boerman continued to receive her salary through the end of fiscal 2023 while we continued to negotiate the terms of her separation during her period of garden leave. All outstanding unvested equity-based awards granted to Dr. Boerman, including the PRSUs, will be cancelled based upon the existing terms of the awards, in connection with her termination by mutual consent when such negotiations are complete.
EXECUTIVE STOCK OWNERSHIP GUIDELINES
Our executive stock ownership guidelines for our CEO and certain of our executives, including the other NEOs, set a multiple of each executive’s base salary as the amount of qualifying equity to be acquired and held by each executive. In assessing compliance with the guidelines, we count shares held outright, 50% of the value of unvested RSUs (or Restricted Stock issued in lieu thereof), and 100% of shares held in benefit plans, if any. Shares underlying stock options (vested or unvested) or unearned PSUs do not count toward achievement of the guidelines. Our guidelines by executive level are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Class of Executive |
|
Multiple of Base Salary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CEO |
|
5X |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other NEOs |
|
2.5X |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
If, on the date of any exercise of an option to purchase our common stock or the delivery of our common stock underlying any vested RSU or PSU, an executive has not reached the minimum ownership level under the guidelines, then the executive should retain and not sell that portion of the delivered shares whose market value is equal to at least 50% of the after-tax market value of all shares delivered on that date. For purposes of complying with this provision of the guidelines, the market value is equal to the average closing price per share of our common stock as reported on the NYSE for all trading days in the last month of the prior fiscal year.
66 CATALENT, INC. | 2023 Proxy Statement EXECUTIVE COMPENSATION TABLES
Mr. Castellano’s employment ended on April 21, 2023. As a result of his departure, all of his outstanding unvested awards were immediately forfeited. In addition, Mr. Castellano had the right to exercise all of his 10,299 vested stock options within 90 days of his departure.
For Dr. Gennadios, the amount reported 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 $0 per share for 8,078 options (same in the case of death and retirement) granted on July 26, 2022 (award is underwater as of June 30, 2023 and has no value), $0 per share for 3,435 options (same in the case of death and retirement) granted on July 26, 2021 (award is underwater as of June 30, 2022 and has no value), $0 per share for 3,080 options (same in the case of death and retirement) granted on July 30, 2020 (award is underwater as of June 30, 2023 and has no value), and $0 per share for 2,209 options (same in the case of death and retirement) granted on July 22, 2019 (award is underwater as of June 30, 2023 and has no value), representing the difference between the Fiscal 2023 Closing Price and the exercise price of the option, and (b) 1,859 RSUs (same in the case of death and retirement) granted on July 26, 2022, 18,689 RSUs (same in the case of death) granted on July 1, 2022 (as to which the retirement provisions do not apply), 4,017 RSUs (same in the case of death) granted on January 3, 2022 (as to which the retirement provisions do not apply), 885 RSUs (same in the case of death and retirement) granted on July 26, 2021, 1,136 RSUs (same in the case of death and retirement) granted on July 30, 2020, 1,505 PSUs (Adjusted EPS) (same in the case of retirement and 1,419 in the case of death) and 0 PSUs (Relative Return) (1,228 in the case of death and 0 in the case of retirement) granted on July 30, 2020, 554 PSUs (Adjusted EPS) (1,107 in the case of death and 369 in the case of retirement) and 574 PSUs (Relative Return) (1,147 in the case of death and 383 in the case of retirement) granted on July 26, 2021, and 1,162 PSUs (Adjusted EPS) (2,323 in the case of death and 388 in the case of retirement) and 1,264 PSUs (Relative Return) (2,527 in the case of death and 422 in the case of retirement), multiplied by the Fiscal 2023 Closing Price. In the event of retirement, the number of PSUs that vest is pro-rated based on the portion of the relevant performance period during which Dr. Gennadios is actively employed.
For Mr. Chiminski, the amounts reported represent accelerated vesting of unvested equity-based awards and reflect (a) the “spread” value of the options, equal to $0 per share for the 63,874 options granted on July 26, 2021 (award is underwater as of June 30, 2023 and has no value), $0 per share for 55,882 options granted on July 30, 2020 (award is underwater as of June 30, 2023 and has no value), and $0 per share for 32,375 options granted on July 22, 2019 (award is underwater as of June 30, 2023 and has no value), in each case representing the difference between the Fiscal 2023 Closing Price, and the exercise price of the option; and (b) 37,165 RSUs granted on July 26, 2022, 16,461 RSUs granted on July 26, 2021, 20,602 RSUs granted on July 30, 2020, 27,298 PSUs (Adjusted EPS) and 0 PSUs (Relative Return) granted on July 30, 2020, and 6,859 PSUs (Adjusted EPS) and 7,107 PSUs (Relative Return) granted on July 26, 2021, multiplied by the Fiscal 2023 Closing Price.
Distribution of shares underlying PSUs are accelerated upon termination due to death. In the event an NEO meets the requirements of disability under the terms of the PSU awards, the shares underlying the PSUs remain subject to adjustment and will be distributed following the end of each relevant performance period based on final performance measured against the relevant pre-determined metrics for each award. The amounts shown above in the “Option/RSU/PSU/Restricted Stock/Performance Shares Acceleration” column in the event of termination due to death or disability assume that the PSUs vest at target. The amounts would differ, as follows, when taking into account assumptions for future performance as disclosed in the “Fiscal 2023 Outstanding Equity Awards at Year-End” and accompanying footnote in this Proxy Statement: Mr. Hopson—$319,563; Mr. Fasman—$910,647; Dr. Gennadios—$1,372,127.
The amounts reported for Messrs. Hopson and Fasman and Dr. Gennadios for (i) termination by us without cause within 18 months following a change of control (assuming awards have been assumed, continued, or substituted) and (ii) for Messrs. Fasman and Chiminski and Dr. Gennadios under retirement, take into account future performance as disclosed in the “Fiscal 2023 Outstanding Equity Awards at Year-End” and accompanying footnote in this Proxy Statement; however, the number of Relative Return PSUs may vary based on when a change of control occurs during a performance period.
| (2) |
The amounts reported represent, for each executive, the sum of that executive’s annual base salary and target annual bonus. |
| (3) |
The amounts reported for Messrs. Hopson and Fasman, Dr. Gennadios, and Dr. Boerman 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. Each executive would also be entitled to be paid for any unused paid-time-off days accrued during 2023. The amount reported for Mr. Castellano represents payment for unused paid-time-off accrued in fiscal 2023 as a result of his departure on April 21, 2023. |
| (4) |
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. |
| (5) |
Messrs. Chiminski and Fasman and Dr. Gennadios were the only NEOs eligible for retirement as of June 30, 2023. Receipt of shares occurs when the relevant vesting period for each grant ends rather than being accelerated to the date of retirement. |
| (6) |
Dr. Boerman was removed as President, Division Head for Biomodalities effective April 25, 2023 and was offered “garden leave” for the entirety of the six months’ notice period under her employment agreement. As of the date of this Proxy Statement, the terms of Dr. Boerman’s separation payments and benefits from the Company are still being negotiated and were not finalized. Accordingly, the figures included in the table above are not necessarily representative of actual payments to be received by Dr. Boerman. |
| (7) |
Mr. Fasman left our employ on September 13, 2023 to take another opportunity. The figures included in the table above set out what Mr. Fasman would have received assuming one of the enumerated termination of employment events occurred effective as of June 30, 2023. |
Payments that would be made under our Deferred Compensation Plan are described above in the Fiscal 2023 Nonqualified Deferred Compensation Table.
SEVERANCE AND PAYMENTS ON A CHANGE OF CONTROL
MR. MASELLI’S SEVERANCE, TERMINATION, AND CHANGE OF CONTROL BENEFITS
Mr. Maselli’s employment agreement, the Omnibus Plans, 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 fiscal year in which the date of termination occurs, and the prior fiscal year’s annual cash bonus if earned but not then paid, payable as if Mr. Maselli’s employment had not been terminated.
Should Mr. Maselli’s employment terminate due to death, his beneficiaries (i) will receive a death benefit equal to 1.5 times his base salary 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.
EXECUTIVE COMPENSATION TABLES 2023 Proxy Statement | CATALENT, INC. 67
Under his employment agreement, upon any termination for good reason or due to his election not to extend the term, Mr. Maselli receives certain accrued amounts and benefits and a pro-rata portion of any annual bonus he would have earned for the year of termination, and the prior fiscal year’s annual cash bonus if earned but not then paid, payable as if Mr. Maselli’s employment had not been terminated.
The employment agreement further provides that upon termination by us without cause, or by Mr. Maselli 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 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. Maselli of the restrictive covenants contained in the employment agreement.
In addition to the payments described above, if Mr. Maselli’s employment is terminated by us without cause, by Mr. Maselli for good reason, or due to our election not to extend the term, Mr. Maselli (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.
For grants under the Omnibus Plans, if Mr. Maselli incurred a termination, other than for death, disability, or a change of control that occurs during the period commencing on the date of the consummation of a change of control and ending on the date that is eighteen months following the consummation of such change of control, we could cancel any unvested option, RSU, or PSU. Any vested option will remain outstanding and exercisable generally for 90 days, and vested options will terminate immediately if we terminate Mr. Maselli’s employment for cause. Any vested option that he does not exercise within the applicable post-termination exercise period will terminate.
SEVERANCE, TERMINATION, AND CHANGE OF CONTROL BENEFITS FOR MESSRS. HOPSON AND FASMAN AND DR. GENNADIOS
The severance and equity grant agreements with each of Messrs. Hopson, Fasman and Dr. Gennadios, as well as the Omnibus Plans and the grant agreements thereunder, provide (or in the case of Mr. Fasman, provided) for benefits in the event of certain events of termination.
Under the Omnibus Plans, any unvested equity-based grant would become fully vested and exercisable in the event of termination due to death; however, if termination was due to disability, unvested equity-based awards would continue to vest as if the executive had continued employment through each applicable anniversary of the date of grant. Under the Omnibus Plans, in the event of a change in control, to the extent the acquiring or successor entity does assume, continue, or substitute for a grants option, if the NEO were to incur a termination without cause during the eighteen months following the consummation of such change in control, the then-outstanding equity awards thereunder would become fully vested and exercisable. Other than in the cases of change of control, death, or disability, a termination will result in the cancellation of unvested equity-based awards under the Omnibus Plans held by any of the NEOs.
Our group life insurance program, which covers all eligible active U.S.-based employees, provides for a death benefit equal to 1.5 times current base salary (currently, the benefit would pay a total of $637,500 (with respect to Mr. Hopson), $937,500 (with respect to Mr. Fasman), and $900,000 (with respect to Dr. Gennadios)).
Under our standard severance arrangement, in the event of death, disability, or termination by us without cause or by the executive for good reason, the executive would be entitled to severance equal to annual base salary plus target annual bonus, payable in equal installments over the one-year period following the date of termination. The NEOs would also be entitled to continued participation in our group health plans (to the extent receiving such coverage as of immediately prior to the termination date), at the premium rates charged to our employees generally, until the earlier of (1) one year after termination and (2) the date the executive becomes eligible for coverage under at least one group health plan of another employer. Each NEO must enter into a release of claims as a condition of receiving most severance payments and benefits.
On December 8, 2023, the Company entered into new Severance Agreements with each of Messrs. Masanovich and Hopson and Dr. Gennadios. The new Severance Agreements provide that in the event of a termination by the Company without cause or by the executive for good reason within 18 months following a change in control, the executive would be entitled to increased cash severance equal to two times the sum of annual base salary plus target annual bonus, payable in
82 CATALENT, INC. | 2023 Proxy Statement PROPOSAL 4: APPROVAL OF AMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN
Administration. The Compensation Committee has the authority to administer the 2018 Omnibus Plan. However, the Board may grant awards and administer the Plan with respect to such awards, subject to applicable securities exchange rules. Additionally, to the extent permitted by law, the Compensation Committee may delegate any or all of its authority to administer the 2018 Omnibus Plan to one or more officers (other than with respect to grants to executive officers and non-employee directors). For purposes of this Proposal, the term “Compensation Committee” will mean our Compensation Committee or such other entity or person, as applicable, that may be properly delegated authority to administer the 2018 Omnibus Plan.
Eligibility. Officers and employees, non-employee directors, as well as consultants and other advisors, in our employ or service or in the employ or service of our affiliates (and any prospective employee, non-employee director, consultant, or advisor) are eligible to participate in the 2018 Omnibus Plan. As of October 30, 2023, approximately 17,680 employees (including 9 executive officers) and contractors and 15 non-employee directors were eligible to participate in the 2018 Omnibus Plan. Although we use the services of a number of consultants and other advisors who are or would be eligible to be granted awards under the 2018 Omnibus Plan from time to time, we have never granted awards under the 2018 Omnibus Plan to consultants.
Securities Subject to 2018 Omnibus Plan. Subject to the capitalization adjustments and the add-back provisions, each as described below, as of the Plan Amendment Effective Date, no more than 15,507,520 shares shall be available for awards under the 2018 Omnibus Plan, as amended by the Plan Amendment. This share reserve is comprised of (i) 7,625,000 new shares authorized for issuance under the Plan Amendment and (ii) 7,882,520 shares previously authorized for issuance under the 2018 Omnibus Plan that remained available for future grants under the 2018 Omnibus Plan as of June 30, 2023. The number of shares set forth in clause (ii) above will be reduced by one share for each share of our common stock subject to an option or stock appreciation right granted under the 2018 Omnibus Plan after June 30, 2023 and prior to the Plan Amendment Effective Date and by 1.7 shares for each share of our common stock subject to awards (other than options and stock appreciation rights) granted under the 2018 Omnibus Plan after June 30, 2023 and prior to the Plan Amendment Effective Date (the aggregate share limit after such reduction and after adding any share as described above, the “Absolute Share Limit”).
The Absolute Share Limit shall be reduced on a one-for-one basis for each share of our common stock subject to an outstanding option or stock appreciation right granted under the 2018 Omnibus Plan and by (A) 2.25 shares for each share of our common stock subject to an outstanding award (other than an option or stock appreciation right) granted under the 2018 Omnibus Plan on or before June 30, 2023 and (B) 1.7 shares for each share of common stock subject to an award (other than an option or stock appreciation right) granted under the 2018 Omnibus Plan after June 30, 2023. For example, if we grant an option or stock appreciation right with respect to 1,000 shares, the share reserve will be reduced by 1,000 shares, but if we instead grant 1,000 shares of restricted stock or restricted stock units after June 30, 2023, the share reserve will be reduced by 1,700 shares.
Shares subject to outstanding awards under the 2018 Omnibus Plan and under the 2014 Omnibus Plan that expire or are canceled, forfeited, terminated, settled in cash, or otherwise settled without delivery to the participant of the full number of shares to which the award related (referred to as “retired” awards) will be available for subsequent issuance under the 2018 Omnibus Plan as follows: (a) for each share subject to a retired option or stock appreciation right, one share shall become available for subsequent issuance under the 2018 Omnibus Plan, and (b) for each share subject to a retired award other than an option or stock appreciation right, (A) 2.25 shares shall become available with respect to awards granted on or prior to June 30, 2023 and (B) 1.7 shares shall become available with respect to awards granted after June 30, 2023. However, effective as of June 30, 2023, if you approve the Plan Amendment, shares that are retained as payment of the exercise price or withholding tax upon the exercise of options or stock appreciation rights, shares not issued or delivered as a result of the net settlement of options or stock appreciation rights, and shares reacquired by the Company with the amount received upon exercise of options will not again be available for subsequent issuance under the 2018 Omnibus Plan. For the avoidance of doubt, shares withheld by the Company or tendered by the participant in payment of withholding taxes on awards other than options or stock appreciation rights will continue to be deemed to constitute shares not issued to the participant and will be added to the shares available for awards under the 2018 Omnibus Plan in accordance with the ratios set forth above.
PROPOSAL 4: APPROVAL OF AMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN 2023 Proxy Statement | CATALENT, INC. 83
The maximum number of shares of our common stock that may be issued pursuant to options intended to qualify as incentive stock options under the federal tax laws shall be limited to the Absolute Share Limit.
The Compensation Committee may grant awards in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by us or with which we combine. Such substitute awards will not reduce the shares of our common stock authorized for issuance under the 2018 Omnibus Plan (but will count against the aggregate number of incentive stock options available for awards, as described above). Additionally, subject to applicable stock exchange requirements, if the acquired company’s equity plan has shares available, such shares may be available for grant under the 2018 Omnibus Plan, which will not reduce (or be added back to) the shares authorized for issuance under the 2018 Omnibus Plan.
Shares of our common stock that we issue in settlement of awards may be authorized and unissued shares, shares held in our treasury, shares purchased on the open market or in private transactions, or a combination of the foregoing.
Participant Award Limits. Options or stock appreciation rights that are settled in shares may not be granted in any fiscal year to any single participant with respect to more than 1,500,000 shares.
During any fiscal year, no participant may be granted performance compensation awards that are denominated in shares under which more than 750,000 shares may be earned in the aggregate.
During any fiscal year, no participant may be granted performance compensation awards that are denominated in cash under which more than $10,000,000 may be earned in the aggregate.
If you adopt the Plan Amendment, the maximum number of shares subject to awards made to a non-employee director under the 2018 Omnibus Plan in a single fiscal year, taken together with any cash fees (including the annual retainer and any other compensation) paid to such non-employee director in respect of such fiscal year, shall not exceed $650,000 in total value (the current limit is $600,000).
Awards. The Compensation Committee has discretion to determine (a) which eligible individuals are to receive awards, (b) the type or types of awards to be made, (c) the number of shares or amount of payment subject to each such award, (d) the terms and conditions of any award, (e) the circumstances under which awards may be settled or exercised in cash, shares of our common stock, other securities, other awards, or other property, or cancelled, forfeited, or suspended, and the method by which awards may be settled, exercised, cancelled, forfeited, or suspended, and (f) whether the delivery of cash, shares, other securities, or other awards with respect to an award will be deferred. The Compensation Committee also has the authority to interpret and administer the 2018 Omnibus Plan, establish or amend any rule or regulation related to the 2018 Omnibus Plan, appoint such agents as the Compensation Committee deems appropriate for the proper administration of the 2018 Omnibus Plan, adopt sub-plans for purposes of granting awards to eligible individuals located outside of the United States, and take any other action that the Compensation Committee deems necessary or desirable for the administration of the 2018 Omnibus Plan.
Stock Options. Each stock option will have an exercise price per share determined by the Compensation Committee, but the exercise price cannot be less than the fair market value on the grant date of the shares subject to the option (except with respect to substitute awards in the case of acquired businesses, as described above). No option will have a term in excess of ten (10) years. The shares subject to each option will generally vest in one or more installments over a specified period of service measured from the grant date or upon the achievement of pre-established performance objectives. Payment of the exercise price may be paid in one or more of the following forms: cash, shares of our common stock, or by such other method as the Compensation Committee may permit, including through a cashless exercise procedure pursuant to which the optionee effects a same-day exercise of the option and sale of the purchased shares through a broker in order to cover the exercise price for the purchased shares and the applicable withholding taxes or through a net exercise procedure pursuant to which we withhold a number of shares otherwise issuable upon exercise of the option having a value equal to the exercise price and applicable withholding taxes.
Stock options under the 2018 Omnibus Plan may be incentive stock options (i.e., an option described in Section 422 of the Code) or nonqualified stock options. Incentive stock options may provide the optionee with certain advantageous tax treatment, as described below under “Summary of Federal Income tax Consequences.” An option will be a nonqualified
PROPOSAL 4: APPROVAL OF AMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN 2023 Proxy Statement | CATALENT, INC. 85
Restricted Stock. Shares of restricted stock are subject to vesting and cannot be transferred before the shares vest. Should the recipient cease to remain in service while holding one or more unvested shares of restricted stock or otherwise fail to satisfy any of the specified restrictions, the restricted shares will be forfeited to the Company. Unless otherwise provided in the award agreement, the holder of a share of restricted stock will have the rights of a shareholder from the date of grant of the award to which the share relates, including the right to vote the shares of common stock and the right to receive dividends; however, any dividend will be subject to the same restrictions as the underlying share of restricted stock. Accordingly, if such share is forfeited because the restrictions are not satisfied, the holder will also forfeit the right to such dividends.
Restricted Stock Units. Restricted stock units are subject to vesting, with shares or the value of shares being paid at the vesting date or some later specified date. Should the recipient cease to remain in service while holding one or more unvested restricted stock units or otherwise fail to satisfy any of the specified restrictions, then those units will automatically be canceled and will not vest. To the extent provided in an award agreement, the holder of a restricted stock unit will be entitled to be credited with dividend equivalent payments upon the payment by us of dividends on shares of our common stock, either in cash or shares; however, any such dividend equivalent will be subject to the same restrictions as the underlying restricted stock unit, so, if such restricted stock unit is forfeited because the restrictions are not satisfied, the holder will also forfeit the right to collect such dividend equivalents.
The Compensation Committee will have discretion to waive certain of the specified restrictions, including the requirement of continued employment or service.
Other Stock-Based Awards. Under the 2018 Omnibus Plan, the Compensation Committee may grant other types of awards that are denominated in shares of our common stock to anyone eligible to participate in the 2018 Omnibus Plan. The Compensation Committee will determine the terms and conditions of such awards.
Performance Compensation Awards. The Compensation Committee may designate any award granted under the 2018 Omnibus Plan, including a cash bonus, as a performance compensation award. The Compensation Committee will determine the length of performance periods, the performance criteria that will be used to establish the performance goals, the kinds and levels of performance goals, and any performance formula used to determine whether a performance compensation award has been earned for the performance period. Such performance criteria may be based on the attainment of specific levels of our performance (or the performance of any affiliate, division or operational or business unit, product line, brand, business segment, administrative department, or any combination of the foregoing), and may include one or more of the following: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit, or gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); (vii) cash flow measures (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital), which may but are not required to be measured on a per-share basis; (viii) earnings before or after interest, taxes, depreciation, amortization, or rent (including EBIT, EBITDA, and EBITDAR); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total shareholder return, whether measured on an absolute or relative basis); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating efficiency; (xiv) objective measures of customer satisfaction; (xv) working capital targets; (xvi) measures of economic value added or other ‘value creation’ metrics; (xvii) inventory control; (xviii) enterprise value; (xix) sales; (xx) shareholder return; (xxi) client retention; (xxii) competitive market metrics; (xxiii) employee retention; (xxiv) timely completion of new product rollouts; (xxv) timely launch of new facilities; (xxvi) measurements related to a new purchasing “co-op”; (xxvii) objective measures of personal targets, goals or completion of projects (including but not limited to succession and hiring projects, completion of specific acquisitions, reorganizations or other corporate transactions or capital-raising transactions, expansions of specific business operations, achieving specified operational objectives, and meeting divisional or project budgets); (xxviii) system-wide revenues; (xxix) royalty income; (xxx) comparisons of continuing operations to other operations; (xxxi) market share; (xxxii) cost of capital, debt leverage year-end cash position or book value; (xxxiii) strategic objectives, development of new product lines, and related revenue, sales and margin targets, co-branding or international operations; or (xxxiv) any combination of the foregoing. The Compensation Committee may also grant awards that are based on performance goals other than those set forth above.
PROPOSAL 4: APPROVAL OF AMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN 2023 Proxy Statement | CATALENT, INC. 89
has engaged in or engages in any “Detrimental Activity” (as defined in the 2018 Omnibus Plan). The Compensation Committee may also provide in an award agreement that, if the participant receives any amount in excess of what the participant should have received under the terms of the award for any reason (including by reason of a financial restatement, mistake in calculation, or other error or problem), then the participant shall be required to repay to us any such excess amount. Without limiting the generality of the foregoing, all awards shall be subject to reduction, cancellation, forfeiture, or recoupment to the extent necessary to comply with applicable law. In addition, if the Plan Amendment is approved, all Awards (and/or any amount received with respect to such Awards) will be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law, stock exchange listing requirements, and/or any clawback or recoupment policy we may promulgate.
Minimum Vesting. Pursuant to the Plan Amendment, all awards will be subject to one-year minimum vesting. No portion of the award may vest before the first anniversary of the grant date. After the one-year period, vesting may be on a less than annual basis; subsequent vesting tranches may be on monthly, quarterly or other intervals. The Plan Amendment permits us to grant up to 5% of the shares authorized under the 2018 Omnibus Plan with vesting that does not comply with this rule (i.e., where the initial vesting is less than one year after the grant date). In addition, the follow awards are not subject to the minimum vesting requirement: substitute awards, shares delivered in lieu of fully vested cash awards and awards to non-employee directors that vest at the date of the next annual meeting of shareholders that is at least 50 weeks after the grant date. The minimum vesting restriction does not apply to the Compensation Committee’s discretion to provide for accelerated vesting and/or exercisability of awards, including in cases of retirement, termination, death, disability or a change in control, as set forth in the terms of the award or otherwise.
Amendment and Termination. Our Board may amend the 2018 Omnibus Plan at any time, subject to shareholder approval to the extent required under applicable law or regulation or pursuant to the listing standards of the stock exchange on which our common stock is at the time primarily traded. Unless sooner terminated by our Board, no awards may be granted under the 2018 Omnibus Plan on or after October 31, 2028. The 2018 Omnibus Plan will terminate earlier to the extent that all shares available for issuance under the 2018 Omnibus Plan have been issued as fully vested shares or upon the termination of all outstanding awards in connection with certain changes in control or ownership.
Summary of Federal Income Tax Consequences
The following is a summary of certain material aspects of the U.S. federal income tax consequences applicable to us and the participants who receive awards under the 2018 Omnibus Plan but does not purport to be a complete analysis of all potential tax consequences. This summary is based on the provisions of the Code and related regulations, administrative rulings, and judicial decisions as in effect on the date of this Proxy Statement. Those authorities may change, perhaps retroactively, and are subject to differing interpretations that may result in consequences other than those described in this section. Further, individual participant circumstances not anticipated in this summary may also result in different consequences. This summary does not address other possibly applicable laws, including other kinds of U.S. tax laws or foreign, state, or local tax laws.
Option Grants. Options granted under the 2018 Omnibus Plan may be either incentive stock options, which satisfy the requirements of Section 422 of the Code, or nonqualified stock options, which are not intended to satisfy such requirements. The federal income tax treatment for the two types of options differs as follows:
Incentive Options. The holder of an incentive stock option does not recognize taxable income at the time of the option grant, and no ordinary taxable income is recognized at the time the option is exercised, although there may be taxable income at that time under the alternative minimum tax. The optionee will recognize taxable income in the year in which the purchased shares are sold or otherwise made the subject of certain other dispositions. For federal income tax purposes, dispositions are divided into two categories: (i) qualifying, and (ii) disqualifying. A qualifying disposition occurs if the sale or other disposition is made more than two (2) years after the date the option for the shares involved in such sale or disposition is granted and more than one (1) year after the date the option is exercised for those shares. If the sale or disposition occurs before these two periods are satisfied, then a disqualifying disposition will result.
ANNUAL MEETING, VOTING, AND PROCEDURES 2023 Proxy Statement | CATALENT, INC. 93
Annual Meeting, Voting, and Procedures
Annual Meeting Information
We are making this Proxy Statement available to our shareholders in connection with the solicitation of proxies by our Board for our 2023 Annual Meeting of Shareholders. We are holding our 2023 Annual Meeting of Shareholders at 8:00 a.m. Eastern on Thursday, January 25, 2024 via a virtual meeting that can be attended at www.virtualshareholdermeeting.com/CTLT2023.
We will limit attendance to shareholders of record on the record date, December 4, 2023, or their proxy holders. In order to access the virtual meeting, you will need the 16-digit control number included on your proxy card, voting instruction form or Notice of Internet Availability. You will be able to submit questions during the meeting by typing your question into the “ask a question” box on the meeting page. If you encounter any difficulty accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Annual Meeting log-in page. Technical support will be available starting 15 minutes prior to the meeting. If you hold shares through a bank, broker, or other nominee (also known as shares held in “street name”), you will need to follow the instructions provided by such broker, bank or nominee.
Only shareholders or their valid proxy holders may address the meeting.
Availability of Proxy Materials
|
| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL SHAREHOLDERS MEETING TO BE HELD ON JANUARY 25, 2024 |
We are furnishing proxy materials to our shareholders via “Notice and Access” delivery. On or about December 15, 2023, we mailed to our shareholders a Notice of Internet Availability of Proxy Materials. This notice contains instructions on how to access our 2023 Proxy Statement and 2023 Annual Report and vote online. Our 2023 Proxy Statement and 2023 Annual Report are available online at www.proxyvote.com.
You will not receive a printed, paper copy of our proxy materials unless you request one. To view this material, you must have available the 16-digit control number located on the Notice mailed on or about December 15, 2023 or the proxy card, or, if shares are held in the name of a broker, bank, or other nominee, on the voting instruction form. To request a paper copy of our proxy materials, visit www.proxyvote.com, call 1-800-579-1639, or send an email, with your 16-digit control number in the subject line, to sendmaterial@proxyvote.com. Please make the request on or before January 11, 2024 to facilitate timely delivery.
Who is Entitled to Vote at the Annual Meeting?
Only holders of Catalent, Inc. common stock at the close of business on December 4, 2023, the record date fixed by our Board, may vote the shares of common stock that they hold on that date at the 2023 Annual Meeting of Shareholders with respect to the matters submitted for vote. In deciding all matters at the Annual Meeting, each share of common stock represents one vote. As of December 4, 2023, there were 180,641,272 shares of our common stock outstanding.
A list of the holders of record as of December 4, 2023 will be available for inspection by appointment during ordinary business hours at our headquarters at 14 Schoolhouse Road, Somerset, NJ 08873, from January 15, 2024 to January 24, 2024. Appointments can be made by emailing our Corporate Secretary at CorpSec@catalent.com.
APPENDIX B: PROPOSED AMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN 2023 Proxy Statement | CATALENT, INC. B-1
Appendix B:
Proposed Amendment No. 1 to the Catalent, Inc. 2018 Omnibus Incentive Plan
AMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN
WHEREAS, Catalent, Inc. (the “Company”) maintains the Catalent, Inc. 2018 Omnibus Incentive Plan (the “Plan”) (capitalized terms not defined herein shall have the meaning assigned to such terms in the Plan);
WHEREAS, pursuant to Section 13 of the Plan, the Board may amend the Plan; provided that amendments must be approved by the Company’s stockholders to the extent necessary to comply with any regulatory requirement applicable to the Plan or if any amendment increases the number of securities that may be issued under the Plan;
WHEREAS, the Board has determined, following the recommendation of the Committee and the Committee’s independent compensation consultant, that it is in the best interests of the Company and its stockholders to amend the Plan, subject to stockholder approval, to (i) increase the aggregate number of shares of Common Stock available for Awards under the Plan, (ii) increase the annual limit for director compensation, (iii) eliminate a provision that allows for recycling of shares of Common Stock withheld for taxes when Options and SARs are exercised as well as shares withheld on net-settlement of Options and SARs, (iv) adjust the “fungible ratio” for debiting Plan shares, (v) require a minimum one-year vesting period for Awards, subject to certain limited exceptions, as has been the practice of the Company prior to the Amendment No. 1 Effective Date (as defined below), and (vi) update the clawback language in the Plan;
WHEREAS, the Board has approved the submission of this Amendment No. 1 to the Plan (this “Amendment No. 1”) to the Company’s stockholders for approval and has conditioned the effectiveness of this Amendment No. 1 on such approval (the date of such approval, the “Amendment No. 1 Effective Date”); and
WHEREAS, if the Company’s stockholders fail to approve this Amendment No. 1, the existing Plan shall continue in full force and effect, and this Amendment No. 1 shall be void and of no effect.
NOW, THEREFORE, the Plan is hereby amended, effective as of the Amendment No. 1 Effective Date, as follow:
| 1. |
A new Section 2.1(bbb) is added to read in its entirety as follows: |
“‘Amendment No. 1 Effective Date’ means the date on which the Company’s stockholders approve Amendment No. 1 to the Plan.”
| 2. |
Section 5(b) of the Plan is hereby amended and restated to read in its entirety as follows: |
“(b) The Absolute Share Limit.
(i) Subject to Section 12 and Section 5(d) of the Plan, no more than TOTAL shares of Common Stock shall be available for Awards under the Plan as of the Amendment No. 1 Effective Date (which share limit is comprised of (A) NEW shares of Common Stock authorized for issuance under the Plan as of the Amendment No. 1 Effective Date plus (B) REMAIN shares of Common stock that remained available for future grants under the Plan as of June 30, 2023 minus (C) INTERIM GRANTS representing shares subject to Awards granted under the Plan after June 30, 2023 and prior to the Amendment No. 1 Effective Date) (the aggregate share limit available for Awards under the Plan at any time, including after any reduction in or addition to such aggregate share limit in accordance with this Section 5 or Section 12 of the Plan, the “Absolute Share Limit”), where
(w) ‘TOTAL’ is equal to the lesser of (1) 15,507,520 and (2) NEW plus REMAIN minus INTERIM GRANTS,
(x) ‘NEW’ is equal to 7,625,000,
(y) ‘REMAIN’ is equal to 7,882,520, and
Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2021 |
| Pay vs Performance Disclosure |
|
|
|
| Pay vs Performance Disclosure, Table |
PAY VERSUS PERFORMANCE TABLE The table below contains information about the relationship between compensation actually paid (“CAP”) to our CEO or to our non-CEO NEOs as a group (the “NEO Group”), on the one hand, and our financial performance for the last three completed fiscal years, on the other hand. In accordance with SEC regulations, we determine CAP by taking the total compensation for each of the CEO and the NEO Group as reported in the Summary Compensation Table (“SCT”) that is part of this Proxy Statement and adjusting the amounts used for equity awards and pension values, as further described below. Despite the SEC’s use of the term compensation “actually” paid, the amount of compensation ultimately received by the CEO or the NEO Group may, in fact, be different from the amounts disclosed in the Pay Versus Performance Table. The cumulative Total Stockholder Return (“TSR”) depicts a hypothetical $100 investment in our common stock using the closing price on June 30, 2020, and shows the value of that investment in each fiscal year shown in the table. We also show for comparison purposes a hypothetical $100 investment in the S&P 500 Healthcare Index using the same methodology. “Budget-Based EBITDA” is our “company-selected measure,” as defined in SEC regulations, meaning that we have selected it as the most important financial performance measure used during fiscal 2023 to link CAP to our performance. We believe that Budget-Based EBITDA is a useful financial metric to assess our operating performance, including our ability to generate cash from operations sufficient to pay taxes, to service debt, and to undertake capital expenditures without consideration of non-cash depreciation and amortization expense. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown. In addition, the group of individuals comprising the NEO Group differs and may also comprise different roles with different individual and market-based considerations impacting compensation decisions. Comparing the average total compensation from the SCT and the CAP average for the NEO Group year-over-year does not accurately reflect changes in these values for the same individuals. Please see our CD&A above for more information on our compensation philosophy and pay decisions for our NEOs.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of Initial Fixed
$100 Investment
Based on |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Compensation
Actually Paid |
|
|
Compensation
Actually Paid
to Former
CEO |
|
|
|
|
|
Average
Compensation
Actually Paid |
|
|
|
|
|
S&P 500 Healthcare Index TSR ($) (4) |
|
|
|
|
|
Budget- Based EBITDA ($M) (6) |
|
| 2023 |
|
|
6,583,672 |
|
|
|
- |
|
|
|
(1,127,981 |
) |
|
|
- |
|
|
|
3,099,967 |
|
|
|
(4,012,430 |
) |
|
|
59 |
|
|
|
139 |
|
|
|
(232 |
) |
|
|
719 |
|
| 2022 |
|
|
- |
|
|
|
12,407,517 |
|
|
|
- |
|
|
|
19,222,011 |
|
|
|
2,457,531 |
|
|
|
3,069,841 |
|
|
|
146 |
|
|
|
132 |
|
|
|
499 |
|
|
|
1,289 |
|
| 2021 |
|
|
- |
|
|
|
12,581,139 |
|
|
|
- |
|
|
|
42,605,268 |
|
|
|
2,408,282 |
|
|
|
3,753,625 |
|
|
|
148 |
|
|
|
128 |
|
|
|
585 |
|
|
|
996 |
|
| (1) |
The CEO, former CEO, and the NEO Group included in the compensation columns above reflect the following: |
|
|
|
|
|
|
|
|
|
|
| 2023 |
|
Alessandro Maselli |
|
Thomas Castellano, Steven Fasman, Aristippos Gennadios, John Chiminski, Ricky Hopson, and Manja Boerman |
| 2022 |
|
John Chiminski |
|
Thomas Castellano, Steven Fasman, Alessandro Maselli, and Aristippos Gennadios |
| 2021 |
|
John Chiminski |
|
Thomas Castellano, Steven Fasman, Alessandro Maselli, Karen Flynn, and Wetteny Joseph |
| |
Mr. Chiminski served as CEO for each of fiscal 2022 and 2021, and Mr. Maselli served as CEO in fiscal 2023. |
| (2) |
The dollar amounts reported represent CAP as computed in accordance with SEC regulations and reflects the following adjustments from the amounts reported as Total Compensation in the SCT to our current and former CEO for each year shown: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to Determine Compensation Actually Paid for CEO and Former CEO (A) |
|
|
|
|
|
|
|
|
|
| Total Reported in Summary Compensation Table |
|
|
|
|
|
|
|
|
|
|
|
|
| Less amounts reported under the “Stock Awards” column of the SCT for the covered year |
|
|
(3,850,216 |
) |
|
|
(6,510,335 |
) |
|
|
(6,689,674 |
) |
| Less amounts reported under the “Option Awards” column of the SCT for the covered year |
|
|
(1,650,019 |
) |
|
|
(2,790,005 |
) |
|
|
(2,722,522 |
) |
Plus the fair value as of year-end for unvested equity-based awards granted during the covered year |
|
|
1,568,145 |
|
|
|
12,933,481 |
|
|
|
16,740,024 |
|
| Plus/Less the year-over-year increase or decrease in the fair value of equity-based awards granted in prior years |
|
|
(3,751,271 |
) |
|
|
(297,239 |
) |
|
|
18,786,940 |
|
| Plus the vest date fair value of equity-based awards that were granted and vested during the same covered year |
|
|
- |
|
|
|
- |
|
|
|
337,070 |
|
Plus/Less the increase or decrease in fair value from prior fiscal year-end for equity-based awards that vested during the covered year |
|
|
(28,291 |
) |
|
|
3,478,592 |
|
|
|
3,572,291 |
|
Less the fair value of equity-based awards at prior fiscal year-end granted in prior years that were forfeited during the year |
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Total Adjustments |
|
|
(7,711,653 |
) |
|
|
6,814,494 |
|
|
|
30,024,129 |
|
Compensation Actually Paid |
|
|
|
|
|
|
|
|
|
|
|
|
| |
(A) |
We did not report a change in pension value in the SCT for any of the years reflected in this table; therefore, a deduction from the SCT total related to pension value is not needed. |
| (3) |
The dollar amounts reported represent average CAP as computed in accordance with SEC regulations and reflects the following adjustments from the average of the amounts reported as Total Compensation reported in the SCT to our NEO Group for each fiscal year shown: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to Determine Average Compensation Actually Paid for non-CEO NEOs (A) |
|
|
|
|
|
|
|
|
|
Average Total Reported in Summary Compensation Table |
|
|
|
|
|
|
|
|
|
|
|
|
| Less average amounts reported under the “Stock Awards” column of the SCT for the covered year |
|
|
(1,887,672 |
) |
|
|
(915,212 |
) |
|
|
(617,230 |
) |
| Less average amounts reported under the “Option Awards” column of the SCT for the covered year |
|
|
(237,516 |
) |
|
|
(285,012 |
) |
|
|
(172,508 |
) |
Plus the average fair value as of year-end for unvested equity-based awards granted during the covered year |
|
|
704,278 |
|
|
|
1,516,953 |
|
|
|
1,316,907 |
|
| Plus/Less the average year-over-year increase or decrease in fair value of unvested equity-based awards granted in prior years |
|
|
(5,001,908 |
) |
|
|
(42,790 |
) |
|
|
1,204,653 |
|
| Plus the average vest date fair value of equity-based awards that were granted and vested during the same covered year |
|
|
- |
|
|
|
- |
|
|
|
14,560 |
|
Plus/Less the average increase or decrease in fair value from prior fiscal year-end for equity-based awards that vested during the covered year |
|
|
(141,860 |
) |
|
|
252,790 |
|
|
|
406,853 |
|
Less the average fair value of awards at prior fiscal year-end granted in prior years that were forfeited during the covered year |
|
|
(547,718 |
) |
|
|
- |
|
|
|
(807,891 |
) |
Total Average Adjustments |
|
|
(7,112,397 |
) |
|
|
612,310 |
|
|
|
1,345,343 |
|
Average Compensation Actually Paid |
|
|
|
|
|
|
|
|
|
|
|
|
| |
(A) |
We did not report a change in pension value in the SCT for any of the years reflected in this table; therefore, a deduction from the SCT total related to pension value is not needed. |
| (4) |
Reflects cumulative total stockholder return of the S&P 500 Healthcare Index (the “HCI”) as of June 30, 2023. The HCI is the peer group we use for the purpose of complying with Item 201(e) of Regulation S-K under the Exchange Act in our 2023 Annual Report. |
| (5) |
We refer to net income as net earnings. |
| (6) |
Budget-Based EBITDA is a non-GAAP financial measure and subject to important limitations. For a discussion of how this measure reconciles to our results reported under U.S. GAAP, please see the Appendix entitled “Non-GAAP Financial Measures,” beginning on page A-1 of this Proxy Statement. See the CD&A for more information about our use of Budget-Based EBITDA in our executive compensation program. |
|
|
|
| Company Selected Measure Name |
Budget-Based EBITDA
|
|
|
| Named Executive Officers, Footnote |
| (1) |
The CEO, former CEO, and the NEO Group included in the compensation columns above reflect the following: |
|
|
|
|
|
|
|
|
|
|
| 2023 |
|
Alessandro Maselli |
|
Thomas Castellano, Steven Fasman, Aristippos Gennadios, John Chiminski, Ricky Hopson, and Manja Boerman |
| 2022 |
|
John Chiminski |
|
Thomas Castellano, Steven Fasman, Alessandro Maselli, and Aristippos Gennadios |
| 2021 |
|
John Chiminski |
|
Thomas Castellano, Steven Fasman, Alessandro Maselli, Karen Flynn, and Wetteny Joseph |
| |
Mr. Chiminski served as CEO for each of fiscal 2022 and 2021, and Mr. Maselli served as CEO in fiscal 2023. |
|
|
|
| Peer Group Issuers, Footnote |
Reflects cumulative total stockholder return of the S&P 500 Healthcare Index (the “HCI”) as of June 30, 2023. The HCI is the peer group we use for the purpose of complying with Item 201(e) of Regulation S-K under the Exchange Act in our 2023 Annual Report.
|
|
|
| Adjustment To PEO Compensation, Footnote |
| (2) |
The dollar amounts reported represent CAP as computed in accordance with SEC regulations and reflects the following adjustments from the amounts reported as Total Compensation in the SCT to our current and former CEO for each year shown: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to Determine Compensation Actually Paid for CEO and Former CEO (A) |
|
|
|
|
|
|
|
|
|
| Total Reported in Summary Compensation Table |
|
|
|
|
|
|
|
|
|
|
|
|
| Less amounts reported under the “Stock Awards” column of the SCT for the covered year |
|
|
(3,850,216 |
) |
|
|
(6,510,335 |
) |
|
|
(6,689,674 |
) |
| Less amounts reported under the “Option Awards” column of the SCT for the covered year |
|
|
(1,650,019 |
) |
|
|
(2,790,005 |
) |
|
|
(2,722,522 |
) |
Plus the fair value as of year-end for unvested equity-based awards granted during the covered year |
|
|
1,568,145 |
|
|
|
12,933,481 |
|
|
|
16,740,024 |
|
| Plus/Less the year-over-year increase or decrease in the fair value of equity-based awards granted in prior years |
|
|
(3,751,271 |
) |
|
|
(297,239 |
) |
|
|
18,786,940 |
|
| Plus the vest date fair value of equity-based awards that were granted and vested during the same covered year |
|
|
- |
|
|
|
- |
|
|
|
337,070 |
|
Plus/Less the increase or decrease in fair value from prior fiscal year-end for equity-based awards that vested during the covered year |
|
|
(28,291 |
) |
|
|
3,478,592 |
|
|
|
3,572,291 |
|
Less the fair value of equity-based awards at prior fiscal year-end granted in prior years that were forfeited during the year |
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Total Adjustments |
|
|
(7,711,653 |
) |
|
|
6,814,494 |
|
|
|
30,024,129 |
|
Compensation Actually Paid |
|
|
|
|
|
|
|
|
|
|
|
|
| |
(A) |
We did not report a change in pension value in the SCT for any of the years reflected in this table; therefore, a deduction from the SCT total related to pension value is not needed. |
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 3,099,967
|
$ 2,457,531
|
$ 2,408,282
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ (4,012,430)
|
3,069,841
|
3,753,625
|
| Adjustment to Non-PEO NEO Compensation Footnote |
| (3) |
The dollar amounts reported represent average CAP as computed in accordance with SEC regulations and reflects the following adjustments from the average of the amounts reported as Total Compensation reported in the SCT to our NEO Group for each fiscal year shown: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to Determine Average Compensation Actually Paid for non-CEO NEOs (A) |
|
|
|
|
|
|
|
|
|
Average Total Reported in Summary Compensation Table |
|
|
|
|
|
|
|
|
|
|
|
|
| Less average amounts reported under the “Stock Awards” column of the SCT for the covered year |
|
|
(1,887,672 |
) |
|
|
(915,212 |
) |
|
|
(617,230 |
) |
| Less average amounts reported under the “Option Awards” column of the SCT for the covered year |
|
|
(237,516 |
) |
|
|
(285,012 |
) |
|
|
(172,508 |
) |
Plus the average fair value as of year-end for unvested equity-based awards granted during the covered year |
|
|
704,278 |
|
|
|
1,516,953 |
|
|
|
1,316,907 |
|
| Plus/Less the average year-over-year increase or decrease in fair value of unvested equity-based awards granted in prior years |
|
|
(5,001,908 |
) |
|
|
(42,790 |
) |
|
|
1,204,653 |
|
| Plus the average vest date fair value of equity-based awards that were granted and vested during the same covered year |
|
|
- |
|
|
|
- |
|
|
|
14,560 |
|
Plus/Less the average increase or decrease in fair value from prior fiscal year-end for equity-based awards that vested during the covered year |
|
|
(141,860 |
) |
|
|
252,790 |
|
|
|
406,853 |
|
Less the average fair value of awards at prior fiscal year-end granted in prior years that were forfeited during the covered year |
|
|
(547,718 |
) |
|
|
- |
|
|
|
(807,891 |
) |
Total Average Adjustments |
|
|
(7,112,397 |
) |
|
|
612,310 |
|
|
|
1,345,343 |
|
Average Compensation Actually Paid |
|
|
|
|
|
|
|
|
|
|
|
|
| |
(A) |
We did not report a change in pension value in the SCT for any of the years reflected in this table; therefore, a deduction from the SCT total related to pension value is not needed. |
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
The graph shown to the left illustrates the relationship between CAP for our CEO and the average CAP for our NEO Group (in each case, with CAP calculated as set forth above in accordance with SEC regulations) in the last three completed fiscal years and our cumulative TSR measured starting from June 30, 2020 for each covered fiscal year. This graph also shows the relationship between our TSR performance and the TSR performance of the Peer Group in the Pay Versus Performance Table (which, as explained above, is based on the HCI) over the same period.
|
|
|
| Compensation Actually Paid vs. Net Income |
The graph shown to the left illustrates the relationship between CAP for our CEO and the average CAP for our NEO Group (in each case, with CAP calculated as set forth above in accordance with SEC regulations) and our net earnings performance in the last three completed fiscal years.
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
The graph shown to the left illustrates the relationship between CAP for our CEO and the average CAP for our NEO Group (in each case, with CAP calculated as set forth above in accordance with SEC regulations) and the performance of our “company-selected measure,” Budget-Based EBITDA, in the last three completed fiscal years.
|
|
|
| Total Shareholder Return Vs Peer Group |
The graph shown to the left illustrates the relationship between CAP for our CEO and the average CAP for our NEO Group (in each case, with CAP calculated as set forth above in accordance with SEC regulations) in the last three completed fiscal years and our cumulative TSR measured starting from June 30, 2020 for each covered fiscal year. This graph also shows the relationship between our TSR performance and the TSR performance of the Peer Group in the Pay Versus Performance Table (which, as explained above, is based on the HCI) over the same period.
|
|
|
| Tabular List, Table |
UNRANKED TABULAR LIST OF IMPORTANT FINANCIAL PERFORMANCE MEASURES The following table identifies the four most important financial performance measures used by the Compensation Committee to link the CAP to our NEOs in fiscal 2023 to our performance. Each of these measures and the role they had on compensation decisions for our NEOs is described in the CD&A above.
|
Most Important Performance Measures |
| Budget-Based EBITDA |
| Budget-Based Revenue |
| Adjusted Earnings per Share |
| Relative TSR |
|
|
|
| Total Shareholder Return Amount |
$ 59
|
146
|
148
|
| Peer Group Total Shareholder Return Amount |
139
|
132
|
128
|
| Net Income (Loss) |
$ (232,000,000)
|
$ 499,000,000
|
$ 585,000,000
|
| Company Selected Measure Amount |
719,000,000
|
1,289,000,000
|
996,000,000
|
| PEO Name |
Alessandro Maselli
|
|
|
| Measure:: 1 |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Name |
Budget-Based EBITDA
|
|
|
| Non-GAAP Measure Description |
Budget-Based EBITDA is a non-GAAP financial measure and subject to important limitations. For a discussion of how this measure reconciles to our results reported under U.S. GAAP, please see the Appendix entitled “Non-GAAP Financial Measures,” beginning on page A-1 of this Proxy Statement. See the CD&A for more information about our use of Budget-Based EBITDA in our executive compensation program.
|
|
|
| Measure:: 2 |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Name |
Budget-Based Revenue
|
|
|
| Measure:: 3 |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Name |
Adjusted Earnings per Share
|
|
|
| Measure:: 4 |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Name |
Relative TSR
|
|
|
| Alessandro Maselli [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| PEO Total Compensation Amount |
$ 6,583,672
|
$ 0
|
$ 0
|
| PEO Actually Paid Compensation Amount |
(1,127,981)
|
0
|
0
|
| John Chiminski [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| PEO Total Compensation Amount |
0
|
12,407,517
|
12,581,139
|
| PEO Actually Paid Compensation Amount |
0
|
19,222,011
|
42,605,268
|
| PEO | Alessandro Maselli [Member] | Less amounts reported under the Stock Awards column of the SCT for the covered year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(3,850,216)
|
|
|
| PEO | Alessandro Maselli [Member] | Less amounts reported under the Option Awards column of the SCT for the covered year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(1,650,019)
|
|
|
| PEO | Alessandro Maselli [Member] | Plus the fair value as of year end for unvested equity based awards granted during the covered year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
1,568,145
|
|
|
| PEO | Alessandro Maselli [Member] | Plus Less the year over year increase or decrease in the fair value of equity based awards granted in prior years [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(3,751,271)
|
|
|
| PEO | Alessandro Maselli [Member] | Plus the vest date fair value of equity based awards that were granted and vested during the same covered year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| PEO | Alessandro Maselli [Member] | Plus Less the increase or decrease in fair value from prior fiscal year end for equity based awards that vested during the covered year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(28,291)
|
|
|
| PEO | Alessandro Maselli [Member] | Less the fair value of equity based awards at prior fiscal yearend granted in prior years that were forfeited during the year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| PEO | Alessandro Maselli [Member] | Total Adjustments [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(7,711,653)
|
|
|
| PEO | John Chiminski [Member] | Less amounts reported under the Stock Awards column of the SCT for the covered year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
|
(6,510,335)
|
(6,689,674)
|
| PEO | John Chiminski [Member] | Less amounts reported under the Option Awards column of the SCT for the covered year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
|
(2,790,005)
|
(2,722,522)
|
| PEO | John Chiminski [Member] | Plus the fair value as of year end for unvested equity based awards granted during the covered year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
|
12,933,481
|
16,740,024
|
| PEO | John Chiminski [Member] | Plus Less the year over year increase or decrease in the fair value of equity based awards granted in prior years [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
|
(297,239)
|
18,786,940
|
| PEO | John Chiminski [Member] | Plus the vest date fair value of equity based awards that were granted and vested during the same covered year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
|
0
|
337,070
|
| PEO | John Chiminski [Member] | Plus Less the increase or decrease in fair value from prior fiscal year end for equity based awards that vested during the covered year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
|
3,478,592
|
3,572,291
|
| PEO | John Chiminski [Member] | Less the fair value of equity based awards at prior fiscal yearend granted in prior years that were forfeited during the year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
|
0
|
0
|
| PEO | John Chiminski [Member] | Total Adjustments [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
|
6,814,494
|
30,024,129
|
| Non-PEO NEO | Less amounts reported under the Stock Awards column of the SCT for the covered year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(1,887,672)
|
(915,212)
|
(617,230)
|
| Non-PEO NEO | Less amounts reported under the Option Awards column of the SCT for the covered year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(237,516)
|
(285,012)
|
(172,508)
|
| Non-PEO NEO | Plus the fair value as of year end for unvested equity based awards granted during the covered year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
704,278
|
1,516,953
|
1,316,907
|
| Non-PEO NEO | Plus Less the year over year increase or decrease in the fair value of equity based awards granted in prior years [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(5,001,908)
|
(42,790)
|
1,204,653
|
| Non-PEO NEO | Plus the vest date fair value of equity based awards that were granted and vested during the same covered year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
14,560
|
| Non-PEO NEO | Plus Less the increase or decrease in fair value from prior fiscal year end for equity based awards that vested during the covered year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(141,860)
|
252,790
|
406,853
|
| Non-PEO NEO | Less the fair value of equity based awards at prior fiscal yearend granted in prior years that were forfeited during the year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(547,718)
|
0
|
(807,891)
|
| Non-PEO NEO | Total Adjustments [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
$ (7,112,397)
|
$ 612,310
|
$ 1,345,343
|