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☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to §240.14a-12 |
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Catalent 2021 proxy statement
December 15, 2023
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Fellow Catalent Shareholders:
At the meeting, shareholders will vote on a number of important proposals. Please take the time to read each of the proposals carefully, which we describe in our Proxy Statement for the
Your vote is important. You may vote by participating virtually in the
Thank you for your support of Catalent.
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![]() | Sincerely yours,
Chief Executive Officer | ![]() |
December 15, 2023 | ||||
Fellow Catalent Shareholders: As the Executive Chair of the Board and Lead Independent Director, we jointly write to you during this pivotal moment to discuss our fiscal performance, our latest board changes, and the forward-looking direction we aspire for Catalent, Inc. (“Catalent”). The twelve months ended June 30, 2023 (which we often call “fiscal 2023” in this Proxy Statement) brought forth challenges to our financial performance, which did not align with the expectations we set forth at the start of fiscal 2023: • Net revenue declined 11%, from $4.8 billion to $4.3 billion on a reported basis and from $4.8 billion to $4.4 billion on a constant-currency basis. • Net earnings decreased 151%, from earnings of $499 million to a loss of $256 million. • Adjusted EBITDA declined 43%, from $1.3 billion to $0.7 billion on a constant-currency basis. • Our net leverage ratio increased from 2.9x at the end of fiscal 2022 to 6.6x at the end of fiscal 2023. We understand the significance of these numbers and the implications they carry for our shareholders. The challenges we faced have solidified our commitment to stabilizing our business and restoring our historical profitability levels. As leadership, we own the outcomes and are setting a renewed course to address these areas. To that end, we welcomed Steven Barg, Frank D’Amelio, Stephanie Okey, and Michelle Ryan as new independent directors in August and September, all of whom will stand for election this year. We also signed a Cooperation Agreement with Elliott Investment Management L.P. and certain of its affiliates in August. That agreement and the induction of our new directors is a testament to our commitment to excellence and emphasizes our commitment to continuous shareholder collaboration and transparent engagement. With an eye on strategic depth, we also formed a new Strategic and Operational Review Committee to conduct a review of Catalent’s business, strategy, and operations, as well as Catalent’s capital-allocation priorities, in order to maximize Catalent’s long-term value. New Board members Steven Barg and Michelle Ryan have joined longer-tenured Board members Gregory T. Lucier and Jack Stahl on this committee, with one of us (John J. Greisch) acting as chair. We have also been pleased to welcome Matti Masanovich as our Chief Financial Officer. Matti, who joined us in July 2023, has substantial experience as a CFO of several large, complex multi-national public manufacturing companies and is already making a positive difference. We look forward to his continuing contributions. We remain resolute in our belief in Catalent’s value-creation trajectory. We are making progress in overcoming the operational and market challenges we experienced in fiscal 2023, while also completing our strategic investments in high-demand, high-growth areas, and in talent by hiring industry-leading expertise within our executive ranks. We have also made substantial progress in implementing our company-wide, cost-reduction plans, and we believe the fundamentals of our business remain solid. We are buoyed by the persistent and durable customer demand for our global services and continue to foster closer ties with our stakeholders to align our objectives more seamlessly. Finally, our talented colleagues continue to shine, putting Patients First and delivering on some of the most intricate and impactful programs in the CDMO industry, including the production of Sarepta’s Elevidys, the first gene therapy for the treatment of pediatric patients with Duchenne muscular dystrophy (DMD). In sum, while we face challenges, we are geared to turn them into opportunities. The strategies in place and the unwavering dedication of our team make us optimistic about what lies ahead. |
Your faith in us remains our most treasured asset. We deeply value your continued support and pledge to work tirelessly to uphold and enhance shareholder value. Thank you for your understanding and trust. | ||||
![]() | Sincerely yours, John J. Greisch Executive Chair of the Board Jack Stahl Lead Independent Director | ![]() |
Notice of 20212023 Annual Meeting
of Shareholders
Annual Meeting of Shareholders
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Items of Business: • Elect • Ratify the appointment of Ernst & Young LLP as our independent auditor for fiscal • Conduct an advisory and non-binding vote to approve our executive compensation (“say-on-pay”)
• Approve
• Consider any other business as may properly come before the
Record Date: Only shareholders of record at the close of business on
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![]() | Date: Thursday
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Time: 8:00 a.m. Eastern | |||
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Access: The meeting can be accessed virtually at: www.virtualshareholder | |||
Your vote is important. Review your Proxy Statement and vote in one of four ways:
![]() ![]() | VIRTUALLY. Vote electronically during the | |
![]() | BYTELEPHONE. By calling 1-800-690-6903 (toll free) in the United States or Canada and following the instructions on your proxy | |
![]() | BYINTERNET. By visiting www.proxyvote.com and following the instructions on your Notice of Internet Availability, proxy card or | |
![]() | BYMAIL. By returning a properly completed, signed and dated proxy card or voting instruction form in the postage-paid envelope. If you have not already received a proxy card, you may request a proxy card from us by following the instructions on your Notice of Internet Availability. |
Important noticeregarding the availability of proxy materials for the Annual Meeting:Meeting to be held on January 25, 2024: You may obtain this 20212023 Proxy Statement and our 20212023 Annual Report at www.proxyvote.com.
By order of the Board of Directors,
Steven L. FasmanJoseph A. Ferraro
Senior Vice President, General Counsel, &Chief Compliance Officer, and Corporate Secretary
September 17, 2021December 15, 2023
i CATALENT, INC. | 20212023 Proxy Statement TABLE OF CONTENTS
Table of Contents
PROXY SUMMARY 2021TABLE OF CONTENTS 2023 Proxy Statement | CATALENT, INC.1 ii
Certain statements in this Proxy Statement contain or may suggest “forward-looking” information (as defined in the Private Securities Litigation Reform Act of 1995) that involves risks and uncertainties that could cause results to be materially different from expectations. The words “will,” “may,” “designed to,” “outlook,” “believes,” “should,” “targets,” “anticipates,” “assumptions,” “plans,” “expects” or “expectations,” “intends,” “estimates,” “forecasts,” “guidance” and similar expressions identify certain of these forward-looking statements. We also may provide forward-looking statements in oral statements or other written materials released to the public. All statements contained or incorporated in this Proxy Statement or in any other public statement that addresses such future events or expectations are forward-looking statements. Important factors that could cause actual results to differ materially from these forward-looking statements are detailed in our 2023 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on December 8, 2023. These forward-looking statements are not guarantees of future performance and speak only as of the date made, and, except as required by law, we undertake no obligation to update or revise any forward-looking statement to reflect subsequent events, new information or future circumstances.
2CATALENT, INC. | 2023 Proxy Statement CORPORATE RESPONSIBILITY AND SUSTAINABILITY HIGHLIGHTS
Corporate Responsibility and
Sustainability Highlights
Our corporate responsibility (CR) strategy and activities represent how we put our values into action to run our business and achieve our mission to help people live better, healthier lives. Our CR achievements, some of which are highlighted below, help us strengthen our business, our workforce, and the communities we serve. Our CR performance demonstrates how we contribute to the long-term success of the broader biopharma industry and the communities where we operate, as we continue to invest in a corporate culture that understands and prioritizes our impact on people in our operations and decision-making. | ||||||||||
PATIENTS | PLANET | PEOPLE | COMMUNITY | |||||||
More than 70 billion doses manufactured this year for our customers and their patients around the world | 38% reduction of Scope 1 & 2 carbon emissions since 2020 | 3,200+ new hires in fiscal 2023 | 3,700 employees volunteered in Catalent Month of Service in fiscal 2023 | |||||||
216 new products launched by customers this year | 2024 is when we will publish our Scope 3 baseline and reduction, per our CEO’s Science Based Target Initiative (SBTi) commitment signed in fiscal 2022 | 2023 Best Place to Work for People with Disabilities, having scored 90 on the Disability Equality Index (an improvement from our score of 80 in 2022) | $1.3 million donated to our communities through employee matching gifts, disaster response and grants to promote STEM and serve patients | |||||||
Nearly 8,000 different products produced | 65% of our sites are landfill free, and on track to meet our goal of being landfill free by fiscal 2024, with 1,400 metric tons of uncontaminated by-product diverted from landfill in fiscal 2022 | 66% lower injury rate per 100 employees than reported industry averages | 725 nonprofits supported by our Catalent Cares grants and community programs in fiscal 2023 | |||||||
488 Water Intensity (m3/M$ revenue), exceeding reduction goal a year early | 21% increase in the number of employee resource group (ERG) chapters vs. fiscal 2022, a key element of our Diversity & Inclusion efforts | |||||||||
Human Rights | ![]() | |||||||||
We actively work to develop and strengthen our human rights framework according to the UN Guiding Principles (UNGPs) on Business and Human Rights. We have implemented the UNGPs on Business and Human Rights throughout our business operations. |
PROXY SUMMARY 2023 Proxy Statement | CATALENT, INC.3
Proxy Summary
This summary highlights certain information in this Proxy Statement, which is first being sent or made available to shareholders on or about September 17, 2021. As it is only aDecember 15, 2023. This summary pleasedoes not contain all the information that you should consider, and you should carefully review the complete Proxy Statement and our 20212023 Annual Report before you vote.
2021 Financial Performance Highlights
The following summary Unless otherwise indicated, the terms “Catalent,” “the Company,” “we,” “our,” and “us” are used in the Proxy Statement to refer to Catalent, Inc., to one or more of our consolidated subsidiaries, or to all of them taken as a whole.
Corporate Governance
We have in place what we believe are strong corporate governance standards and practices to assure effective management by our executives and oversight by our Board of Directors (“Board”). We are committed to good governance because it promotes the long-term interests of shareholders, as well as accountability and trust in us. This is consistent with our intention to create an environment of accountability, transparency, and trust in our business that fosters business integrity, financial results for the twelve months ended June 30, 2021 (which we often call “fiscal 2021” in this Proxy Statement) highlights our progress in growing our business.stability, and responsible, long-term growth.
Corporate Governance Highlights
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BOARD PRACTICES | |||||||||||||
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• Majority voting standard for director elections and resignation policy • Annual Board and Committee self-evaluation • Annual CEO evaluation • Active oversight by Board-approved Quality and Regulatory Compliance and Strategic and Operational Review Committees • Board-approved human rights policy statement |
• All committees are comprised solely of independent directors (other than the Chair of our new Strategic and Operational Review Committee (the “Strategic Committee”)) • Limits on director “overboarding” to protect against an under-commitment of time and attention • Ten of the twelve director nominees are independent • Non-employee director stock ownership and retention requirement – equal to 5X annual cash retainer | ||||||||||||
SHAREHOLDER INTEREST |
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| TRANSPARENCY | |||||||||||
| • Director & executive stock ownership and retention guidelines
• Succession and continuity planning |
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• Single voting class • Shareholder right to call special meetings • No super-majority vote requirement to amend any provision of the Certificate of Incorporation • Clawback policy |
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• Publicly available Insider Trading Policy |
| • Publicly available Board-approved Code of Ethics, known as our “Standards of Business Conduct,” applicable to all employees, officers, and directors
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24CATALENT, INC. | 20212023 Proxy Statement PROXY SUMMARY
Executive Compensation
For fiscal 2021, 91%2023, 88% of the target total direct compensation of our Chief Executive Officer (“CEO”) consisted of variable pay—pay that is either performance-based or tied to the price of our common stock—and 79%74% of his target compensation consisted of long-term equity awards. For our other executive officers discussed in this Proxy Statement (together with our CEO, our “Named Executive Officers” or “NEOs”), an average of 68%78% of their target total direct compensation was variable pay. The following charts illustrate the compensation mix for our CEO and NEOs. These charts do not include other compensation, pension values, and nonqualified deferred compensation earnings, which are shown in the Summary Compensation Table beginning on page 51 in this Proxy Statement.NEOs.
CEO Target Direct Compensation(1)
| Other NEOs Target Direct Compensation(1)
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(1) | Does not include any other compensation, pension values, and nonqualified deferred compensation earnings, which are shown in the Summary Compensation Table beginning on page |
The allocation of variable compensation for our CEO and other NEOs aligns with oursupports the organization’s strategic plan and initiatives, compensation philosophy, business goals, competitive outlook, operating objectives, and compensation and total reward strategies. This allocation of motivatingvariable compensation motivates our executive officers to achieve our overall performance objectives in the short term and to grow the business to create long-term value for our shareholders.
20212023 Executive Compensation Highlights
The following table provides highlights of the compensation of our CEO and other NEOs in fiscal 20212023 as reported in the 20212023 Summary Compensation Table beginning on page 5155 in this Proxy Statement. For the complete details of compensation, please review the entire Proxy Statement.
Name
| Base Salary
| Management (Annual Bonus) ($)
| Long-Term ($)
| All Other
| Total
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John Chiminski |
| 1,052,569 |
|
| 2,000,000 |
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| 9,412,196 |
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| 116,374 |
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| 12,581,139 |
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Thomas Castellano |
| 372,949 |
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| 337,003 |
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| 1,046,630 |
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| 21,964 |
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| 1,778,546 |
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Steven L. Fasman |
| 591,313 |
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| 670,036 |
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| 1,001,752 |
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| 54,504 |
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| 2,317,605 |
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Karen Flynn |
| 533,457 |
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| 558,640 |
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| 650,158 |
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| 54,425 |
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| 1,796,680 |
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Alessandro Maselli |
| 639,689 |
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| 770,144 |
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| 1,283,309 |
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| 2,369,297 |
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| 5,062,439 |
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Wetteny Joseph(2) |
| 525,735 |
|
| — |
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| 982,002 |
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| 81,112 |
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| 1,588,849 |
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Name (Position)
| Base Salary
| Management (Annual Bonus) ($)
| Long-Term ($)
| All Other
| Total
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Alessandro Maselli (President and Chief Executive Officer) |
| 925,000 |
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| - |
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| 5,500,235 |
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| 158,437 |
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| 6,583,672 |
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Thomas Castellano (Former Senior Vice President and Chief Financial Officer) (1) | 443,654 | - | 1,250,101 | 1,036,228 | 2,729,983 | |||||||||||||||
Ricky Hopson (President, Division Head for Clinical Development & Supply and Former Interim Chief Financial Officer) | 380,000 | 139,500 | 350,182 | 102,625 | 972,307 | |||||||||||||||
Steven L. Fasman (Former Executive Vice President and Chief Administrative Officer) (2) | 625,000 | 135,000 | 1,500,246 | 50,053 | 2,310,299 | |||||||||||||||
Aristippos Gennadios (Group President, Pharma and Consumer Health) |
| 600,000 |
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| 135,000 |
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| 3,000,294 |
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| 64,263 |
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| 3,799,557 |
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John Chiminski (Former Executive Chair) |
| 700,000 |
|
| - |
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| 4,000,069 |
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| 107,698 |
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| 4,807,767 |
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Manja Boerman (Former President, Division Head for Biomodalities) (3) |
| 511,387 |
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| - |
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| 2,650,239 |
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| 818,262 |
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| 3,979,888 |
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PROXY SUMMARY 2021 2023 Proxy Statement | CATALENT, INC.35
(1) |
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(2) | Mr. Fasman departed the Company on September 13, 2023. As a result, all of his outstanding unvested equity grants were cancelled/forfeited, including the grants awarded to him in fiscal 2023 that are reflected in this table. |
(3) | Dr. Boerman served as President, Division Head for Biomodalities until April 24, 2023, and, upon her removal from that position, 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 of her outstanding unvested equity grants will be cancelled/forfeited, including the grants awarded to her in fiscal 2023 that are reflected in this table, |
(4) | Amounts reported include a one-time restricted stock unit (“RSU”) grant to Dr. Gennadios valued at $2,000,097, in connection with his promotion to Group President, Pharma & Consumer Health in fiscal 2023 and a one-time performance restricted stock unit (“PRSU”) granted to Dr. Boerman valued at $2,000,088. As noted above, Dr. Boerman’s PRSUs will be cancelled/forfeited based on the existing terms of the award, in connection with her termination by mutual consent when such negotiations are complete, and she will not obtain any financial benefit from this grant. |
IN FAVOR OF OUR SAY-ON-PAY PROPOSAL
| At the |
Corporate Governance
We have in place what we believe are strong corporate governance standards and practices to assure effective management by our executives and oversight by our Board of Directors. We are committed to good governance because it promotes the long-term interests of shareholders, as well as accountability and trust in us.
Corporate Governance Highlights
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46CATALENT, INC. | 20212023 Proxy Statement PROXY SUMMARY
Annual Meeting
![]() | DATEANDTIME Thursday, 8:00 a.m. Eastern | |
| ACCESS The meeting can be accessed virtually at: www.virtualshareholdermeeting.com/ | |
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RECORDDATE Close of business on |
![]() | VOTING Only shareholders on the record date are entitled to vote, with one vote per each common share on each matter to be voted upon at the virtual |
ADMISSION To participate in the virtual |
Annual Meeting Proposals
Proposal
| Proposal
| Board Vote Recommendation
| Page Number Reference
| Proposal
| Board Vote Recommendation
| Page Number Reference
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1 | Elect Eleven Members of Our Board of Directors | FOR | 5 | Elect the Twelve Director Nominees Listed in this Proxy Statement | FOR | 7 | ||||||
2 | Ratification of Appointment of Independent Auditor for Fiscal 2022 | FOR | 64 | Ratification of Appointment of E&Y as Independent Auditor for Fiscal 2023 | FOR | 74 | ||||||
3 | Advisory Vote to Approve Our Executive Compensation (Say-on-Pay) | FOR | 67 | Advisory Vote to Approve Our Executive Compensation (Say-on-Pay) | FOR | 77 | ||||||
4 | Advisory Vote on the Frequency of Advisory Votes in Respect of Executive Compensation | EVERY YEAR | 68 | Approval of Amendment No. 1 to the Catalent, Inc. 2018 Omnibus Incentive Plan | FOR | 78 | ||||||
5 | Amend our Certificate of Incorporation to Remove the Limitation on Calling Shareholder Special Meetings | FOR | 69 | |||||||||
6 | Amend our Certificate of Incorporation to Add a Federal Forum Selection Provision | FOR | 73 | |||||||||
7 | Amend and Restate our Certificate of Incorporation to (i) Eliminate the Supermajority Vote Requirement for Amendments and (ii) Make Non-Substantive and Conforming Changes | FOR | 75 |
Our Board does not intend to bring any matter before the 20212023 Annual Meeting of Shareholders other than those set forth above and is not aware of any matter that anyone else proposes to present for action at the meeting. However, if any other matter properly comes before the meeting, yourexecuting our form of proxy gives authority to the designated proxy holder to vote on such matters in accordance with the holder’s best judgment.
PROPOSAL 1: ELECT ELEVEN MEMBERS OF OUR BOARD OF DIRECTORS 2021THE TWELVE DIRECTOR NOMINEES LISTED IN THIS PROXY STATEMENT 2023 Proxy Statement | CATALENT, INC.57
Elect Eleven Members of our Board of Directorsthe Twelve Director Nominees Listed in this Proxy Statement
(ITEM 1 ON THE PROXY CARD)
OurUpon the recommendation of the Nominating and Corporate Governance Committee (the “Nominating Committee”), the Board currentlyhas considered and nominated the eight incumbent directors listed below for election to the Board at the Annual Meeting. In addition, on August 28, 2023, we entered into a cooperation agreement (the “Cooperation Agreement”) with Elliott Investment Management L.P. and certain of its affiliates (together, “Elliott”). Under the Cooperation Agreement, the four directors that we added when we increased the size of the Board in August 2023 from twelve directors to sixteen directors—Steven K. Barg, Frank D’Amelio, Stephanie Okey, and Michelle R. Ryan—have each been nominated to stand for election at the Annual Meeting.
In accordance with another aspect of the Cooperation Agreement, the Board established the ad hoc Strategic Committee to conduct a review during the “Cooperation Period” (as defined in the Cooperation Agreement) of the Company’s business, strategy, and operations, as well as the Company’s capital-allocation priorities, in order to maximize the long-term value of the Company. The Strategic Committee consists of twelveJohn Greisch as committee chair, as well as Steven K. Barg, Gregory T. Lucier, Michelle R. Ryan, and Jack Stahl.
Elliott agreed in the Cooperation Agreement to abide by customary standstill restrictions and voting commitments. The Cooperation Agreement also includes procedures regarding the replacement of the new directors each of whom is serving a term that will expireduring the Cooperation Period.
Madhu Balachandran, Rosemary Crane, Karen Flynn and Dr. Christa Kreuzburg have decided not to stand for re-election at the 2021Annual Meeting. Accordingly, following the Annual Meeting, the size of the Board will be reduced from sixteen to twelve members. In connection with Cooperation Agreement, the Company agreed that, from the closing of the Annual Meeting until the 2024 Annual Meeting of Shareholders. Each of them, other than Peter Zippelius, is elected byShareholders, the votesize of the holders of our common stock, withBoard will be no greater than twelve (12) members.
The directors elected at the holders of our Series A Preferred voting as well on an as-converted basis. Our Board has nominated each of them to stand for re-election for a one-year term, and each has consented to being named in this Proxy Statement and to serve if elected. As described below under “Series A Preferred Director Nominee,” Mr. Zippelius is elected by the vote of the holders of our Series A Preferred voting separately.
Our Board unanimously recommends that you vote FOR the election of eachof the Boards nominees to serve as directors until our 2022 Annual Meeting ofShareholderswill hold office until the 2024 annual meeting of shareholders and until their successors are duly elected and qualified, or untiltheiruntil their earlier death, resignation or removal:Madhavan Balachandran Michael J. Barber John ChiminskiRosemary A. Crane J. Martin Carroll Rolf ClassonJohn J. Greisch Christa Kreuzburg Gregory T. LucierDonald E. Morel, Jr. Jack Stahlremoval. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. In the event that these nominees should become unavailable for election due to any presently unforeseen reason, the proxies that you designate may be able to vote for a substitute as designated by the Board, or alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board, in each case subject to any right that Elliott may have to designate a successor to certain of the nominees pursuant to the Cooperation Agreement.
8CATALENT, INC. | 2023 Proxy Statement PROPOSAL 1: ELECT THE TWELVE DIRECTOR NOMINEES LISTED IN THIS PROXY STATEMENT
Background to the Board’s
Recommendation in Favor of the Nominees
The Nominating and Corporate Governance Committee of our Board (the “Nominating Committee”) is directed under its charter to oversee searches for and identify qualified individuals to become directors, and to recommend individuals it identifies to our Board for nomination. The Nominating Committee considers a number of factors and principles in recommending the slate of director nominees for election, as described below under the heading “Director Nomination Process” on page 22.24.
The Nominating Committee evaluated each of the recommended individuals against the factors and principles it uses to select nominees for director. The Nominating Committee considered, among other things, that eachcertain of the nominees is anare existing membermembers of our Board, isare familiar with us and the risks and opportunities we face, and hashave demonstrated an ability to work collegially and productively with the other members of our Board. The Nominating Committee also considered particular aspects of each of the director nominees, as noted below within their biographies and in the nominee’s biography under the heading “Specific qualifications, experience, skills,Nominee Qualifications and expertise.”Experience Matrix.
Following its evaluation, the Nominating Committee voted to recommend the nominees to our Board as candidates for election to a new term of office. Based in part on the Nominating Committee’s evaluation and recommendation, our Board has concluded that it is in our best interest and the best interest of our shareholders for each of the proposed nominees to continue to serve as a director.
6CATALENT, INC. | 2021 Proxy Statement PROPOSAL 1: ELECT ELEVEN MEMBERS OF OUR BOARD OF DIRECTORS
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Nominee Qualifications and Experience | ||||||||||||||||||||||||
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| Barg | Carroll | Classon | D’Amelio | Greisch | Lucier | Maselli | Morel | Ryan | Okey | Stahl | ||||||||||||
Leadership experience with other public companies | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ||||||||||||||
Significant executive experience with pharmaceutical and
| ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | |||||||||||||
Extensive experience overseeing the manufacturing operations of a healthcare company
| ○ | ○ | ○ | ○ | ○ | ○ | ||||||||||||||||||
Extensive experience with the manufacturing and marketing of biologics-based pharmaceuticals and other biologics products
| ○ | ○ | ○ | ○ | ||||||||||||||||||||
Substantial expertise in advising and managing multi-national companies with multiple business units | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ||||||||||||||
Substantial experience serving as a director | ○ | ○ | ○ | ○ | ○ | ○ | ○ | |||||||||||||||||
Substantial experience with | ○ | ○ | ○ | ○ | ○ | ○ | ○ | |||||||||||||||||
Substantial experience reviewing and analyzing executive compensation programs | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | |||||||||||||||
Substantial expertise in advising and managing companies in various segments of the healthcare industry | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | |||||||||||||||
Extensive experience as a business leader in our industry | ○ | ○ | ○ | ○ | ○ | ○ | ○ | |||||||||||||||||
Substantial experience serving as a member of public | ○ | ○ | ○ | ○ | ○ | |||||||||||||||||||
Experience reviewing and analyzing complex public company financial statements | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ||||||||||||||
Substantial experience and leadership in managing a life sciences business performing contract development and manufacturing services | ○ | |||||||||||||||||||||||
Substantial experience in mergers and acquisitions | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ||||||||||||||||
Substantial experience with corporate finance and strategic business planning activities | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ |
PROPOSAL 1: ELECT THE TWELVE DIRECTOR NOMINEES LISTED IN THIS PROXY STATEMENT 2023 Proxy Statement | CATALENT, INC.9
Director Nominees
MICHAEL J. BARBER
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Director since 2021 Age: Committees: • Compensation and Leadership • |
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Director since 2023 Age: 61 Committees: • Quality and Regulatory Compliance • Strategic and Operational Review | Steven Barg has been a member of the Board since September 2023. Mr. Barg is Global Head of Engagement at Elliott Investment Management L.P. Prior to joining Elliott in February 2020, Mr. Barg spent 30 years in investment banking, most recently as a Participating Managing Director at Goldman Sachs. During his time at Goldman Sachs, Mr. Barg established and led what became the firm’s Global Activism and Shareholder Advisory practice; founded and led the M&A Capital Markets practice; and ran Asian Equity Capital Markets in Hong Kong. In addition, Mr. Barg served on both the Asian and Global Equity Commitments Committees and was Global Head of Diversity for the Investment Banking Division. Prior to joining Goldman Sachs, Mr. Barg served as a Managing Director in Equity Capital Markets at UBS and Credit Suisse, with postings in New York, Hong Kong, and London. Mr. Barg has served on the Board of Directors of Cardinal Health since September 2022. Mr. Barg holds an M.B.A. from the Stanford University Graduate School of Business and a B.A. from Wesleyan University. In addition, Mr. Barg was a Henry Luce Scholar in Hong Kong and a Coro Fellow in Public Affairs in New York. |
10CATALENT, INC. | 2023 Proxy Statement PROPOSAL 1: ELECT ELEVEN MEMBERS OF OUR BOARD OF DIRECTORS 2021 Proxy Statement | CATALENT, INC.7THE TWELVE DIRECTOR NOMINEES LISTED IN THIS PROXY STATEMENT
J. MARTIN CARROLL
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Director since 2015 Age: Committees: • Compensation and Leadership • Nominating and Corporate Governance • |
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8CATALENT, INC. | 2021 Proxy Statement PROPOSAL 1: ELECT ELEVEN MEMBERS OF OUR BOARD OF DIRECTORS
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Director since 2014 Age: Committees: • Audit • Compensation and Leadership • Nominating and Corporate Governance (chair) | Rolf Classon has been a member of the Board since August 2014. From October 2002 until his retirement in July 2004, Mr. Classon was Chairman of the Executive Committee of Bayer HealthCare AG, a subsidiary of Bayer AG. He served as President of Bayer Diagnostics from 1995 to 2002 and as Executive Vice President of Bayer Diagnostics from 1991 to 1995. Prior to 1991, Mr. Classon held various management positions with Pharmacia Corporation. Mr. Classon currently serves as Vice Chairman of the Supervisory Board of Fresenius Medical Care AG & Co. KGaA. He was previously Chairman of the Board of Directors of Perrigo Company plc
Mr. Classon was granted a waiver, which will end at our
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PROPOSAL 1: ELECT ELEVEN MEMBERS OF OUR BOARD OF DIRECTORS 2021THE TWELVE DIRECTOR NOMINEES LISTED IN THIS PROXY STATEMENT 2023 Proxy Statement | CATALENT, INC.911
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Director since 2023 Age: 66 Committees: • Compensation and Leadership • Quality and Regulatory Compliance | Frank D’Amelio has been a member of the Board since August 2023. Mr. D’Amelio is the former Chief Financial Officer and Executive Vice President, Global Supply, of Pfizer Inc. where he was responsible for all corporate finance functions including audit, controllers, tax, and treasury, as well as global supply. Prior to joining Pfizer, Mr. D’Amelio served as Senior Executive Vice President of Integration and Chief Administrative Officer of Alcatel-Lucent, responsible for the 2006 Alcatel-Lucent merger as well as procurement, real estate, IT, and supply chain. Prior to that, Mr. D’Amelio was the Chief Operating Officer of Lucent Technologies, responsible for leading business operations, including sales, the product groups, the services business, the supply chain, information technology operations, human resources, and labor relations. In 2001, he was appointed Executive Vice President and Chief Financial Officer of Lucent. In addition, Mr. D’Amelio held a number of roles while at Lucent Technologies, and before that, served in a variety of positions while at AT&T, including CFO, Transmission Systems and Controller, Network Systems. Mr. D’Amelio has served on the Board of Directors of Humana since September 2003, where he currently serves as Chair of the Audit Committee, on the Board of Directors of Zoetis, Inc. since July 2012, and on the Board of Directors of Hewlett Packard Enterprise since January 2023. He currently serves as a CFO in residence at the Deloitte CFO Academy. Mr. D’Amelio holds an M.B.A. in Finance from St. John’s University and a bachelor’s degree in Accounting from St. Peter’s College. | |||
JOHN J. GREISCH | ||||
Director since 2018 Executive Chair since August 2023 Age: Committees: •
| John Greisch has been a member of the Board since February 2018 and was appointed as Executive Chair on August 28, 2023. Mr. Greisch retired in May 2018 from his position as President and Chief Executive Officer of Hill-Rom Holdings, Inc., a position that he had held since 2010. Prior to that, Mr. Greisch was President International Operations for Baxter International, Inc., a position he held beginning in 2006. During his seven-year tenure with Baxter, he also served as
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1012CATALENT, INC. | 20212023 Proxy Statement PROPOSAL 1: ELECT ELEVEN MEMBERS OF OUR BOARD OF DIRECTORSTHE TWELVE DIRECTOR NOMINEES LISTED IN THIS PROXY STATEMENT
GREGORY T. LUCIER
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Director since 2015 Age: Committees: • Audit • Compensation and • | Gregory T. Lucier has been a member of the Board since April 2015. Mr. Lucier
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ALESSANDRO MASELLI | ||||
Director since 2022 Age: 51 | Alessandro Maselli was appointed Catalent’s President and
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DONALD E. MOREL, JR., PH.D.
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Director since 2015 Age: Committees: • Quality and Regulatory Compliance | Dr. Donald E. Morel has been a member of the Board since November 2015. Dr. Morel retired in June 2015 as Chairman of West Pharmaceutical Services, Inc.
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PROPOSAL 1: ELECT ELEVEN MEMBERS OF OUR BOARD OF DIRECTORS 2021THE TWELVE DIRECTOR NOMINEES LISTED IN THIS PROXY STATEMENT 2023 Proxy Statement | CATALENT, INC.1113
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Director since 2023 Age: 62 Committees: • Compensation and Leadership • Nominating and Corporate Governance | Stephanie Okey has been a member of the Board since August 2023. Ms. Okey is the former Senior Vice President, Head of North America, Rare Diseases, and U.S. General Manager, Rare Diseases at Genzyme, a Sanofi company, where she worked for 19 years in various executive management roles. By the time of her retirement in July 2015, Ms. Okey had acquired launch and commercialization experience with nine rare disease therapeutics and 4 large market therapeutics during her career. Prior to joining Genzyme, Ms. Okey served in various positions of increasing responsibility in the biopharmaceutical industry, having held roles in field sales and marketing at Bristol Myers Squibb and later Genentech, Inc. Ms. Okey is currently a member of the board of directors of PTC Therapeutics, Inc. and Crinetics Pharmaceuticals, Inc., both publicly traded biopharmaceutical companies. In addition, Ms. Okey previously served as a member of the board of directors of the California Life Sciences Association from October 2014 to January 2016, and on the board of directors of Albireo Pharma, Inc. from 2018 until its acquisition by Ipsen in March 2023. Ms. Okey holds a B.S. in Zoology from The Ohio State University and an M.S. in Immunology and Medical Microbiology from Wright State University. She has also completed executive training and education in manufacturing resource planning and organizational leadership. | |
MICHELLE R. RYAN | ||
Director since 2023 Age: 57 Committees: • Audit • Strategic and Operational Review | Michelle Ryan has been a member of the Board since August 2023. Ms. Ryan is the former Treasurer of Johnson & Johnson, where she worked for almost 30 years. As Treasurer, Ms. Ryan was responsible for providing financial oversight and insights to Johnson & Johnson’s M&A activities. Additionally, she was responsible for managing Johnson & Johnson’s global retirement assets, capital market transactions, and risk management activities. Prior to her role as Treasurer, Ms. Ryan worked in various financial leadership roles across Johnson & Johnson’s businesses, including as Chief Financial Officer of its Global Consumer Business and Chief Financial Officer of its Pharmaceutical Business of the Americas. Ms. Ryan has served on the board of directors of Aledade, Inc., a public benefit corporation helping independent practices, health centers, and clinics deliver better care to their patients and thrive in value-based care, since December 2021. Ms. Ryan received a B.S. in Accounting and an M.B.A. in Finance from the Wharton School of the University of Pennsylvania and is a Certified Public Accountant (inactive) and Certified Management Accountant (inactive). | |
14CATALENT, INC. | 2023 Proxy Statement PROPOSAL 1: ELECT THE TWELVE DIRECTOR NOMINEES LISTED IN THIS PROXY STATEMENT
JACK STAHL | ||
Director since 2014 Lead Independent Director since Age: Committees: • • | Jack Stahl has been a member of the Board since August 2014 and was appointed as Lead Independent Director on August 28, 2023. Mr. Stahl was the President and Chief Executive Officer of Revlon Inc. from 2002 until his retirement in 2006. Prior to joining Revlon, Mr. Stahl served as President and Chief Operating Officer of The Coca-Cola Company from 2000 to 2001, having previously served in various management positions at that company, including Executive Vice President of The Americas Group and earlier as Chief Financial Officer, since joining
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OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES FOR DIRECTOR.
12CORPORATE GOVERNANCE 2023 Proxy Statement | CATALENT, INC. | 2021 Proxy Statement PROPOSAL 1: ELECT ELEVEN MEMBERS OF OUR BOARD OF DIRECTORS15
Series A Preferred Director NomineeCorporate Governance
In connection with the Annual Meeting, the holders of the shares of Series A Preferred will vote on one director nominee to hold office for a one-year term. The nominee, Peter Zippelius, is a current Board member who was designated by the affiliates of Leonard Green & Partners, L.P. (“Leonard Green”) who are the holders of all of the outstanding shares of Series A Preferred. The holders of Series A Preferred will vote separately, as a class, on the election of this director. The holders of common stock do not vote on this director nominee. See below under “Transactions with Related Persons—Stockholders’ Agreement” for a description of the additional rights held by holders of our Series A Preferred.
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CORPORATE GOVERNANCE 2021 Proxy Statement | CATALENT, INC.13
We are committed to ensuring strongStrong corporate governance practices on behalf ofand responsible corporate behavior are foundational to delivering sustainable value for our shareholders. We believe strong corporate governance and an independent Board provide the foundation for financial integrity and shareholder confidence. As part our ongoing efforts to improve our governance profile, in January 2021February 2023 our Nominating Committee concluded that it was in the best interestsinterest of the companyCompany and our shareholders to reviseamend our Certificate of Incorporationbylaws (i) to enhance the advance notice provisions that apply when a shareholder intends to propose a director nomination or other business at a shareholder meeting, including to address the newly adopted universal proxy rules, (ii) to remove the restriction onrequirement that the calling ofCompany make the shareholder special meetings (and amend our bylawslist available during the Company’s annual meeting, and (iii) to allow for the holders of 40% of our outstanding shares of common stock the right to call for such a meeting); to include a federal forum selection provision for claims against us pursuant to the Securities Act of 1933 and to expand and clarify our current forum selection clause; and to eliminate the supermajority vote requirement for shareholders to amend portions of our Certificate of Incorporation, as well as to eliminate obsolete provisions and make certain other non-substantive and conformingtechnical changes. These revisions are described in greater detail in Proposals 5, 6, and 7, respectively, set forth later in this Proxy Statement. Based upon this recommendation, and conditioned on approval by our shareholders, our Board approved the proposed amendments to reflect these changes, and our Board unanimously recommends that shareholders vote in favor of these Proposals.effective February 2, 2023.
The Nominating Committee will continue to review our corporate governance practices as part of its continuing exercise of its Board-delegated authority and responsibilities.
Our commitment to good corporate governance is also evidenced by our Corporate Governance Guidelines (our “Governance Guidelines”), which are available on our corporate website at http://investor.catalent.com/corporate-governance.corporate-governance. Our Governance Guidelines set forth the principles and practices that our Board follows in carrying out its responsibilities, including ongoing review of our corporate governance practices in light of our business initiatives, the interests of our shareholders, and evolving best practices. The Governance Guidelines were last revised in fiscal 2021, based on the recommendation of the Nominating Committee, to reduce the number of boards inon which our directors can serve on (in addition to our Board) from four to three.
Key Corporate Governance Features
Important aspects of our corporate governance include the following:
Board Independence
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• Our Board has determined that
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• | |
Separate Chair & CEO | • Separate Chair and CEO. | |
Lead Independent Director | • To help facilitate independent Board oversight of • Because our Executive Chair, Mr. Greisch, is not independent, Mr. Stahl has been appointed as Lead Independent Director.
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Board Committees
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• We have • All of • Our fifth committee of the Board, the ad hoc Strategic Committee, is chaired by Mr. Greisch, our Executive Chair. • Each | |
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Executive Sessions
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• Our Board holds regular executive sessions of non-management directors, which are chaired by our Lead
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1416CATALENT, INC. | 20212023 Proxy Statement CORPORATE GOVERNANCE
Board Oversight of Risk
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• Risk management, including cybersecurity and social risk, is overseen by our Audit Committee. Our full Board also reviews cybersecurity matters, including cybersecurity risk, and environmental, social, and governance (“ESG”) matters, including social risk, at least once each annually.
• Our Compensation • Our Nominating Committee oversees risk associated with potential conflicts of interest as well as the effectiveness of our Governance Guidelines. • Our Quality | |
Corporate Governance Guidelines
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• Our Board operates under our Governance Guidelines, which define director qualification standards and other appropriate governance
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Majority Voting in Director Elections and Director Resignation Policy
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• • In contested elections, directors must garner a plurality of the votes cast.
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Accountability
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• Our authorized stock consists of one class of common stock and one class of preferred stock. Each share of our common stock is entitled to one vote. We have
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Stock Ownership
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• Each non-employee director is required to own shares of our common stock in an amount equal to five times the non-employee director annual cash
• Guidelines adopted by our Compensation | |
Open Lines of Communication |
• Our Board promotes open and frank discussions with senior management.
• Our directors have access to all members of management and other employees and are authorized to hire outside consultants or experts at our expense.
• Our shareholders have the ability to communicate with our independent directors to raise issues of concern. | |
Self-Evaluation
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• Our Board and each of
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Code of Ethics
| • Our Standards of Business Conduct, which, among other things, requires compliance with law and the maintenance of appropriate ethical standards, is applicable to all of our directors and employees.
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Overboarding
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• Without specific approval from our Board, no director • No Audit Committee member • It is expected that directors who also serve as CEOs or in equivalent positions at other public companies generally should not serve on more than one outside public company board.
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CORPORATE GOVERNANCE 2023 Proxy Statement | CATALENT, INC.17
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• Shareholders who satisfy the standards set forth in our bylaws have the ability to include
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The Board and Committees of the Board
We are governed by our Board, which provides overall direction to and oversight of our business. While eleven of our twelve Board members are currently assigned across three classes (Mr. Zippelius,The Board’s principal duty is to create and deliver sustainable shareholder value through setting corporate strategy, overseeing its implementation, and selecting the nominee ofCEO who will manage the Series A Preferred holders, is
CORPORATE GOVERNANCE 2021 Proxy Statement | CATALENT, INC.15
unassigned), this classification will expire at this Annual Meeting, and all of our directors will be part of a single class.business. All directors serve for a one-year term until the director’s successor is duly elected and qualified, or until the director’s earlier death, resignation, or removal.
Mr. Zippelius’s election is subject to a separate vote by the holders of the Series A Preferred, who have informed us that they will be electing him to a one-year term coinciding with that of the directors being elected at this Annual Meeting of Shareholders.
Four of the committees established by our Board—the Audit Committee, the Compensation and Leadership Committee, (the “Compensation Committee”), the Nominating Committee, and the Quality and Regulatory Compliance Committee (the “Quality Committee”)—Committee—each meet regularly. Our Board also has an ad hoc Strategic Committee, which was established under the Cooperation Agreement and will meet at least once a standing Mergers & Acquisitions Committee (the “M&A Committee”) that meets on an as-needed basis.month during the first year of its term. Each committee has a written charter, which can be found on our website at http://investor.catalent.com/corporate-governance, and is comprised solely of independent directors as determined under our Governance Guidelines and applicable NYSE listing standards and the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Committee Membership and Function
The following table lists each director’s Class, if any, and the Chair and current members of each of the Committees.
Current Committee Membership
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Name
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| Determination of Independence?
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| Compensation
| Nominating
| Quality and
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Michael J. Barber | 2023 | YES | ○ | ○ | ||||||||||||||||||
Steven K. Barg | 2023 | YES | ○ | ○ | ||||||||||||||||||
J. Martin Carroll | 2023 | YES | ○ | ○ | CHAIR | |||||||||||||||||
Rolf Classon | 2023 | YES | ○ | ○ | CHAIR | |||||||||||||||||
Rosemary A. Crane | 2023 | YES(3) | ||||||||||||||||||||
Frank A. D’Amelio | 2023 | YES | ○ | ○ | ||||||||||||||||||
Karen Flynn | 2023 | NO(1) (3) | ||||||||||||||||||||
John J. Greisch | 2023 |
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Christa Kreuzburg |
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Gregory T. Lucier |
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Alessandro Maselli |
| 2023 | NO(1) | |||||||||||||||||||
Donald E. Morel, Jr. |
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Jack Stahl(2) | 2023 | YES | CHAIR | ○ |
(1) | As |
(2) |
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(3) |
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1618CATALENT, INC. | 20212023 Proxy Statement CORPORATE GOVERNANCE
Audit Committee | ||
Membership: |
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Function: |
• Oversees the adequacy and integrity of our financial statements and our financial reporting and disclosure practices.
• Oversees the soundness of our system of internal controls to assure compliance with financial and accounting
• Retains and reviews the qualifications, performance, and independence of our independent auditor.
• Reviews and discusses with management and the independent auditor prior to public dissemination our annual audited financial statements, quarterly unaudited financial statements, earnings press releases and financial information and earnings guidance provided to analysts and rating agencies.
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• Oversees our guidelines and policies relating to risk assessment and risk management, and management’s plan for risk monitoring and control.
• Oversees our internal audit function.
• Reviews and approves or ratifies all transactions between us and any “Related Person” (as defined in the federal securities laws and regulations) that are required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange
• Oversees compliance with our Standards of Business Conduct.
• Prepares for and issues the Audit Committee Report contained in this Proxy Statement. | |
All members of the Audit Committee are “independent” in accordance with the NYSE listing standards and SEC rules applicable to boards of directors in general and audit committee members in particular. Our Board has determined that each member of the Audit Committee qualifies as an “audit committee financial expert” as defined in SEC
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CORPORATE GOVERNANCE 2021 2023 Proxy Statement | CATALENT, INC.1719
Compensation and Leadership Committee | ||
Membership: |
![]() ![]() | Gregory T. Lucier, Chair | Michael J. Barber
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Function: |
• Establishes and reviews our overall compensation philosophy.
• Evaluates the performance of the CEO and determines and approves the annual salary, bonus, and equity-based incentive and other benefits, of the CEO.
• Reviews and approves, or recommends to our Board, the annual salary, bonus, and equity-based incentives and other benefits of our other executive officers.
• Reviews and recommends to our Board on the compensation of directors. • Reviews and monitors the Company’s regulatory compliance with respect to compensation matters, including developing and recommending to the Board for approval one or more policies for the recovery or clawback of erroneously paid compensation. |
• Reviews all employment, severance, and termination agreements with our executive officers.
• Reviews and approves, or recommends to our Board, our incentive-compensation plans and equity-based plans.
• Oversees certain of our other benefit plans.
• Prepares for and issues the Compensation Committee Report contained in this Proxy Statement.
• As delegated by our Board, oversees management continuity and succession as well as executive officer development.
• Reviews and monitors compliance with stock ownership guidelines. • Reviews and assesses reports from management and make reports and recommendations to the Board on the Company’s culture, policies, and strategies relating to human capital management. | |
The Compensation Committee is permitted to delegate to one or more of our officers the authority to make awards to any non-Section 16 officer under our incentive-compensation or other equity-based plan. The Compensation Committee has delegated authority to management, on a non-exclusive basis, to make awards to employees, other than Section 16 officers, under prescribed conditions, including the condition that no individual award exceeds $250,000 in value, with a All members of the Compensation Committee are “independent” in accordance with NYSE listing standards and SEC rules applicable to boards of directors in general and compensation committees in particular.
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Compensation Committee Interlocks and Insider Participation
NoDuring fiscal 2023, no member of our Compensation Committee member is our currentwas an employee or officer or former employeeofficer of Catalent or officer. There is no interlock withhad any relationship requiring disclosure under Item 404 of Regulation S-K. None of our executive officers has served on the board of directors or compensation committee of any other boardentity that has or company.has had one or more executive officers who served as a member of our Board or our Compensation Committee during fiscal 2023.
1820CATALENT, INC. | 20212023 Proxy Statement CORPORATE GOVERNANCE
Nominating and Corporate Governance Committee | ||
Membership: |
![]() ![]() | Rolf Classon, Chair | Michael J. Barber | J. Martin Carroll
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Function: |
•
• Reviews the composition and size of our Board.
•
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• Recommends members of our Board to serve on Committees.
• As delegated by our Board, oversees and approves the management continuity planning process. • Oversees an annual evaluation of the Board of Directors and each Committee. |
All members of the Nominating Committee are “independent” in accordance with the NYSE listing standards and SEC rules applicable to boards of directors in general. |
Quality and Regulatory Compliance Committee
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Membership: |
![]() ![]() | J. Martin Carroll, Chair | Steven K. Barg | Frank D’Amelio | Donald E. Morel, Jr.
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Function: |
• Oversees our implementation of quality and regulatory compliance programs and compliance with drug development and manufacturing legal and regulatory requirements. As part of this, the Committee oversees the adequacy and effectiveness of policies and programs to ensure our compliance with laws and regulations applicable to our business and any and all associated risks, including, without limitation, in the areas of controlled substance compliance, and environmental, health, and safety compliance. | • Reviews and analyzes key performance indicators regarding the quality of the products we produce, including trends relevant to our business. • Oversees and reviews the recruitment, training, and development of our personnel
• |
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CORPORATE GOVERNANCE 2021 2023 Proxy Statement | CATALENT, INC.1921
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Membership: |
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•
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All members of |
BOARDAND COMMITTEE ATTENDANCE
During fiscal 2021,2023, our Board met 7twelve times and acted by unanimous written consent 2four times. TheOur Board’s Committees held the following number of meetings and acted by unanimous written consent the following number of times during fiscal 2021:2023, prior to the dissolutions described below:
Committee
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Meetings
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Consents
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Meetings
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Consents
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Audit Committee |
5 |
– |
6 |
– | ||||
Compensation Committee |
5 |
2 |
6 |
4 | ||||
Nominating Committee |
3 |
1 |
3 |
– | ||||
Quality Committee |
4 |
– |
4 |
– | ||||
M&A Committee |
7 |
– |
14 |
– | ||||
Finance & Capital Markets Committee |
3 |
– |
Each incumbent director attended 75% or more than 75% of the respectiveaggregate of the meetings of ourthe Board and ourof the committees if any,of the Board on which thatsuch director served.served during fiscal 2023. We strongly encourage members of our Board to attend our Annual Meetings of Shareholders. All of our then-serving directors attended our 20202022 Annual Meeting of Shareholders.
In August 2023, the Board determined it advisable and in the best interests of the Company and its shareholders to dissolve the Finance and Capital Markets Committee and the M&A Committee, and to form an ad hoc Strategic and Operational Review Committee.
22CATALENT, INC. | 2023 Proxy Statement CORPORATE GOVERNANCE
Director Independence
Our Governance Guidelines define an “independent” director in accordance with Section 303A.02 of the NYSE’s Listed Company Manual. In addition, members of the Audit Committee and Compensation Committee are subject to the additional independence requirements of applicable SEC rules and NYSE listing standards. Under our Governance Guidelines and the NYSE listing standards, a director is not independent if the director has or had certain specified relationships with us. As a resultpart of its review,process to approve for nomination the current slate of nominees, our Board determined that each of our current directorsdirector nominees is independent for purposes of our Governance Guidelines, applicable NYSE standards, and applicable SEC rules, including with respect to committee service, other than Mr. Chiminski,Maselli, who is also our CEO, and Mr. Greisch, who is our Executive Chair. The Board previously determined that each of our directors who is not seeking re-election at the Annual Meeting was independent, other than Ms. Flynn, due to her prior service as our Chief Commercial Officer and Interim President, Division Head for BioModalities. In addition, the Board had previously determined that Peter Zippelius, who retired from the Board effective January 31, 2023, was independent.
20CATALENT, INC. | 2021 Proxy Statement CORPORATE GOVERNANCE
Our Governance Guidelines, which can be found on our website at http://investor.catalent.com/corporate-governance, provide our Board flexibility in determining its leadership structure.
Our Board periodically considers its structure and leadership each year,and, in particular, whether the roles of Chair and CEO should be combined or separated, and whether the Chair should be independent, based on what it believes is in our best interests at a given point in time. Currently,In connection with our entry into the Cooperation Agreement, our Board determined that it was in the best interest of the Company and its shareholders to create an Executive Chair role of the Board, and appointed Mr. Chiminski servesGreisch as Executive Chair.
As required by our CEOGovernance Guidelines, because our Executive Chair is a director who does not qualify as well asan “independent director,” our independent directors appointed a Lead Independent Director. Mr. Stahl, our Lead Independent Director, provides a strong counterbalance to the Executive Chair, including by coordinating the efforts of the independent and non-management directors in the interest of ensuring that objective judgment is brought to bear on sensitive issues involving the management of the Company and, in particular, the performance of senior management.
At the present time, our Board.Board believes that our current structure is most appropriate for our Company. Our Board has determined that combining the positions is the appropriate leadership structure at this time. Mr. Chiminski,Greisch, given his primary responsibility for managing our day-to-day operations and his extensive knowledge and understanding of us, as well as his experience leading other boards of directors and serving as CEO and CFO of public healthcare companies, is best positioned to lead our Boardserve as Executive Chair at this time and to focus its attention on the issues of greatest importance to us and our shareholders. The Chair presides at all Board and shareholder meetings and performs such other duties as may be designated in our bylaws or by our Board as a whole.time. Our Board will continue to periodically to evaluate its leadership structure and determine whether continuing the combined roles of CEO and Chair is in our best interest based on circumstances existing at the time.
Our Governance Guidelines require that the independent directors on the Board elect from among themselves a Lead Director whenever the Chair of our Board is also the CEO or is a director who does not otherwise qualify as an independent director. Mr. Stahl is currently in the last of his 5 one-year terms as our independent Lead Director. The independent directors have elected Mr. Carroll as Lead Director, effective at the first meeting of the Board following this Annual Meeting. The Lead Director helps to assure the appropriate oversightleadership structure on a case-by-case basis, taking into account at any particular time our Board’s assessment of our management by our Board,its and the Company’s needs, as well as maintain the optimal functioning of our Board. Among other things, the Lead Director has the authority to:people and situation involved.
CORPORATE GOVERNANCE 2023 Proxy Statement | CATALENT, INC.23
convene meetings of the independent directors as the Lead Director deems necessary;
preside over all meetings of our Board at which the Chair is not present, including any executive sessions of the independent directors;
act as a liaison between the Chair and the independent directors; and
recommend to the other members of our Board the retention of consultants and advisors who directly report to it, without consulting or obtaining the advance authorization of any of our officers.
Board and Committee Evaluation Process |
The Nominating Committee leads an annual performance evaluation of our Board and each Board committee as described below.
Evaluate |
Compile |
Discuss |
Review | ||||||||||||||||||||||||
Each director completes a Board self-evaluation questionnaire and a separate questionnaire for each committee on which the director serves. The questionnaires request ratings and solicit suggestions for improving Board and committee governance processes and effectiveness. | Questionnaire results are compiled by the Corporate Secretary. Specific director comments are reported without attribution. Each director receives the Board self-evaluation results and the self-evaluation results for each committee on which the director serves. The Chair and the Lead Independent Director | Committee self-evaluation results are discussed by each committee, and Board self-evaluation results are discussed by the full Board, in each case in executive session. The committees and our Board each identify areas for further consideration and opportunities for improvement, and implement plans to address those matters. | Each committee and the full Board review progress with respect to any identified areas for further consideration. | ||||||||||||||||||||||||
CORPORATE GOVERNANCE 2021 Proxy Statement | CATALENT, INC.21
Board’s Role in Risk Oversight
Our Board as a whole and through its committees oversees our risk management, with senior management regularly reporting on areas of material risk. Our Board regularly reviews information regarding our strategy, finances, liquidity, operations, legal and regulatory developments, our research and development activities, and our competitive environment, as well as the risks related to these matters.
The Audit Committee oversees the management of risks related to financial reporting and monitors the annual internal audit risk assessment, which identifies and prioritizes risks related to our internal controls in order to develop internal audit plans for future fiscal years. The Audit Committee also periodically meets with members of our information technology department to assess information security risks (including cybersecurity risks) and to evaluate the status of our cybersecurity efforts, which include a broad range of tools and training initiatives that are designed to work together to protect the data and systems used in our business.business, and with members of our ethics and compliance and corporate responsibility groups to evaluate our regulatory compliance, environmental, sustainability and social efforts and overall strategies. The Board meets annually with members of the information technology department to review information security risks, including cybersecurity risks, and to evaluate the status of our cybersecurity efforts, and the Audit Committee meets with these members at quarterly intervals during the remainder of each year.efforts.
The Nominating Committee oversees the management of risks associated with our governance structure, as well as the independence of the members of our Board.
The Compensation Committee oversees risks relating to our compensation plans and arrangements.
The Quality Committee focuses on risks arising out of the extensive food, drug, and cosmetics regulations that govern our operations and our relationships with our customers. They also oversee the risk presented by environmental, health, and safety issues at our sites.
Each Committeeof the Board’s committees provides periodic reports, generally quarterly, to the full Board regarding its area of responsibility and oversight. We do not believe there is any relationship between how our Board oversees management of our risks and its leadership structure.
24CATALENT, INC. | 2023 Proxy Statement CORPORATE GOVERNANCE
Majority Voting in Director Elections and Director Resignation Policy
Under our bylaws, director nominees in uncontested elections shallmust be elected by the affirmative vote of a majority of the votes cast in respect of the shares present in person or represented by proxy at any annual or special meeting of shareholders for the election of directors and entitled to vote on the election of directors (meaning the number of shares voted for a nominee for director must exceed the total number of shares voted against such nominee for director, with abstentions and broker non-votes not counted as a vote cast either for or against that nominee for director’s election).
Pursuant to our Governance Guidelines, any incumbent director nominee who does not receive a majority of votes cast for such nominee’s election must offer to resign. The Nominating Committee then considers the offer and recommends to our Board whether to accept or reject it. Our Board will act on the recommendation within ninety days following the date of the shareholder meeting during which the election occurred, considering the factors considered by the Nominating Committee and any additional relevant information.
Any director who offers a resignation will not participate in the consideration of whether to accept such resignation. If a majority of the members of the Nominating Committee did not receive more for“for” votes than against“against” votes, then the independent directors (excluding those independent directors, if any, who did not receive more for“for” votes than against“against” votes in the most recent election) will appoint a Board committee solely for the purpose of considering the offered resignations and making a recommendation to our Board whether to accept them;provided, however, that if there are fewer than three independent directors who received more for“for” votes than against“against” votes in the election, then such committee will be comprised of all independent directors, and each independent director who is required by the Governance Guidelines to offer a resignation will not participate in the consideration by such committee and our Board concerning whether to accept that director’s offer to resign.
We will promptly publicly disclose the decision of our Board regarding any offer to resign, including an explanation of how the decision was reached and, if applicable, the reasons an offer to resign was not accepted, in a Current Report on Form 8-K to be filed or furnished with the SEC. If our Board determines to accept a director’s offer to resign, the Nominating Committee will recommend whether to fill such vacancy or whether to reduce the size of our Board.
22CATALENT, INC. | 2021 Proxy Statement CORPORATE GOVERNANCE
The Nominating Committee considers and recommends the annual slate of director nominees for approval by our Board (other than the director elected by holders of the Series A Preferred, who is considered and elected solely by such holders).Board. The Nominating Committee considers a number of factors and principles in making its recommendations, including the following:
individual qualifications, including strength of character, mature judgment, familiarity with our business and industry, independence of thought, an ability to work collegially, and all other factors it considers appropriate, which may include age, gender, and ethnic and racial background
existing commitments to other businesses or any other board of directors (or similar body)
potential conflicts of interest with other pursuits
legal considerations, such as antitrust issues
corporate governance background
varied and relevant career experience
relevant technical skills and education
relevant business or government acumen
financial and accounting background
executive compensation background
the size, composition, and combined expertise of the existing Board
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.shareholders in the same manner in which it evaluates any other candidate.
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 20222024 Annual Meeting of Shareholders by the dates specified under “Shareholder Proxy Access” on page 81.97.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 under http://at investor.catalent.com/corporate-governance.
CORPORATE GOVERNANCE 2021 Proxy Statement | CATALENT, INC.23
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.
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 under http://at
26CATALENT, 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 20212023 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 and a Registration Rights Agreementstockholders’ agreement (the “Stockholders’ Agreement”) with thecertain affiliates of Leonard Green & Partners, L.P. that purchased those securities Green Equity Investors VII, L.P. (“GEI VII”), Green Equity Investors Side VII, L.P. (“GEI Side VII”), LGP Associates VII-A LLC (“Associates VII-A”), and LGP Associates VII-B LLC (“Associates VII-B” and, together with GEI VII, GEI Side VII, and Associates VII-A, the(the “Leonard Green Investors”). AlongPursuant 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’s serviceZippelius 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 purchase makesappointment 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 its affiliates related persons. conditions, including certain customary indemnification obligations.
The followingforegoing 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 20212023 Annual Report.
24CORPORATE GOVERNANCE 2023 Proxy Statement | CATALENT, INC. | 2021 Proxy Statement CORPORATE GOVERNANCE27
STOCKHOLDERS’ AGREEMENT
Pursuant to the stockholders’ agreement by and among us and the Leonard Green Investors (the “Stockholders’ Agreement”), for so long as the holders of Series A Preferred and the holders of common stock issued upon conversion of Series A Preferred (together with the holders of Series A Preferred, the “Relevant Holders”) beneficially own shares of Series A Preferred or common stock having an aggregate value of at least $250 million, they have the right to have one designee nominated for election to our Board (as well as a non-voting observer if the aggregate value is at least $500 million) and certain customary access and information rights. Mr. Zippelius is the designated director. John Baumer, another Leonard Green partner, served as a non-voting observer until November 2020, when the conversion and sale of a portion of the Series A Preferred held by the Leonard Green Investors reduced the aggregate value of their positions below $250 million.
For so long as the Relevant Holders are entitled to designate a nominee to our Board, they are 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 are also subject to standstill restrictions that, subject to certain customary exceptions, prohibit them from purchasing our common stock, publicly proposing any merger or other extraordinary corporate transaction, initiating any stockholder proposal, or soliciting proxies until the later of (i) May 17, 2022 and (ii) the date on which they are no longer entitled to designate a nominee to our Board.
Subject to certain customary exceptions, holders of Series A Preferred are restricted from transferring their Series A Preferred or common stock issued upon conversion (A) until the earlier to occur of (i) November 17, 2021, and (ii) the occurrence of a transaction resulting in a change of control; and (B) to certain specified persons, including certain of our competitors, any person that has filed, or would be required to file, a report on Schedule 13D or Schedule 13G pursuant to Regulation 13D-G under the Exchange Act, or any person who is or has been an activist investor in the three prior years.
REGISTRATION RIGHTS AGREEMENT
Pursuant to the registration rights agreement by and among us and the Leonard Green Investors (the “Registration Rights Agreement”), we must provide to the Leonard Green Investors certain customary registration rights with respect to the shares of Series A Preferred and the shares of common stock issued upon any conversion thereof. The Registration Rights Agreement contains customary terms and conditions, including certain customary indemnification obligations.
CORPORATE GOVERNANCE 2021 Proxy Statement | CATALENT, INC.25
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Senior Vice President and Chief Human Resources Officer Age: 54 | Lisa Evoli was named Senior Vice President and Chief Human Resources Officer in August 2023. Prior to joining Catalent, Ms. Evoli served as Executive Vice President and Chief Human Resources Officer of Integra LifeSciences Holdings Corporation from January 2016 until July 2023. Prior to that, she served for over two decades in a number of senior HR leadership roles, including at
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2628CATALENT, INC. | 20212023 Proxy Statement CORPORATE GOVERNANCE
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CORPORATE GOVERNANCE 2021 Proxy Statement | CATALENT, INC.27
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28CORPORATE GOVERNANCE 2023 Proxy Statement | CATALENT, INC. | 2021 Proxy Statement CORPORATE GOVERNANCE29
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President, Division Head for BioProduct Delivery and Chief of Staff Age: 48 | Ricky Hopson was named President, Division Head for BioProduct Delivery and Chief of Staff in August 2023. From July 2022 until August 2023, he was President, Division Head for Clinical Development and Supply. Concurrently, from April 2023 through July 2023, he served as Interim Chief Financial Officer. Prior to that, he served as Vice President & Chief Accounting Officer since June 2021. Mr. Hopson has been with Catalent for more than 20 years, serving in a variety of finance roles, including Vice President & Corporate Controller, Global Vice President, Operational Finance, and Vice President of Finance for two different business units. Mr. Hopson graduated from the University of Portsmouth and is a chartered management accountant in the U.K. | |
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30CATALENT, INC. | 2023 Proxy Statement OWNERSHIP OF OUR COMMON AND PREFERRED STOCK 2021 Proxy Statement | CATALENT, INC.29
Ownership of Our Common and Preferred Stock
Securities Owned by Certain Beneficial Owners, Directors, and Management
The table below shows how many shares of our common stock and Series A Preferred were beneficially owned as of September 3, 2021December 4, 2023 by (1) owners of more than 5% of the outstanding shares of our common stock, or Series A Preferred, (2) our current directors, (3) our Named Executive Officers, and (4) all current directors and executive officers as a group. A person has beneficial ownership of shares if the person has voting or investment power over the shares or the right to acquire such power within 60 days. Investment power means the power to direct the sale or other disposition of the shares. Each person has (a) an address at 14 Schoolhouse Road, Somerset, NJ 08873 and (b) sole voting and investment power over the shares, in each case except as described below. The percent of class is based upon 180,641,272 shares of common stock outstanding as of December 4, 2023.
Name of Beneficial Owner
| Common Stock
| Series A Preferred
| ||||||||||||
Shares owned
|
Percent of Class
|
Shares owned
|
Percent of Class
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T. Rowe Price Associates, Inc.(1) | 20,351,855 | 11.9 | % | - | - | |||||||||
The Vanguard Group(2) | 17,470,863 | 10.2 | % | - | - | |||||||||
BlackRock, Inc.(3) | 13,286,853 | 7.8 | % | - | - | |||||||||
Janus Henderson Group plc(4) | 11,945,488 | 7.0 | % | - | - | |||||||||
Entities affiliated with Leonard Green(5) | - | (6) | - | (6) | 384,777 | 100% | ||||||||
John Chiminski(7) | 293,934 | * | - | - | ||||||||||
Thomas Castellano(7) | 13,328 | * | - | - | ||||||||||
Steven L. Fasman(7) | 78,640 | * | - | - | ||||||||||
Karen Flynn(7) | 8,604 | * | - | - | ||||||||||
Alessandro Maselli(7) | 57,575 | * | - | - | ||||||||||
Wetteny Joseph(8) | 26,717 | * | - | - | ||||||||||
Madhavan Balachandran(9) | 14,897 | * | - | - | ||||||||||
Michael J. Barber | - | * | - | - | ||||||||||
J. Martin Carroll | 26,635 | * | - | - | ||||||||||
Rolf Classon(9) | 30,777 | * | - | - | ||||||||||
Rosemary A. Crane(9) | 11,329 | * | - | - | ||||||||||
John J. Greisch(9) | 24,329 | * | - | - | ||||||||||
Christa Kreuzburg | 8,566 | * | - | - | ||||||||||
Gregory T. Lucier(9) | 24,775 | * | - | - | ||||||||||
Donald E. Morel, Jr. | 52,911 | * | - | - | ||||||||||
Jack Stahl | 30,777 | * | - | - | ||||||||||
Peter Zippelius(10) | 6,428 | * | - | - | ||||||||||
Directors and executive officers as a group (24 persons)(10) | 908,784 | * | - | - |
Name of Beneficial Owner
| Common Stock
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Shares owned
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Percent of Class
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The Vanguard Group(1) | 19,588,103 | 10.8 | % | |||||
Capital World Investors(2) | 18,029,128 | 10.0 | % | |||||
T. Rowe Price Investment Management, Inc.(3) | 16,578,946 | 9.2 | % | |||||
BlackRock, Inc.(4) | 13,788,094 | 7.6 | % | |||||
Veritas Asset Management LLP(5) | 11,169,815 | 6.2 | % | |||||
Alessandro Maselli(6) | 112,029 | * | ||||||
Thomas Castellano | 12,545 | * | ||||||
Ricky Hopson(6) | 20,544 | * | ||||||
Steven L. Fasman(6) | 76,467 | * | ||||||
Aristippos Gennadios(6) | 87,088 | * | ||||||
John Chiminski(6) | 548,321 | * | ||||||
Manja Boerman(6) | 25,897 | * | ||||||
Madhavan Balachandran(6)(7) | 22,172 | * | ||||||
Michael J. Barber(7) | 6,396 | * | ||||||
Steven K. Barg(9) | 0 | * | ||||||
J. Martin Carroll | 32,186 | * | ||||||
Rolf Classon(7) | 36,328 | * | ||||||
Rosemary A. Crane(6)(7) | 18,604 | * | ||||||
Frank A. D’Amelio(9) | 0 | * | ||||||
Karen Flynn(6) | 19,070 | * | ||||||
John J. Greisch(7) | 29,196 | * | ||||||
Christa Kreuzburg(6) | 13,537 | * | ||||||
Gregory T. Lucier(7) | 25,258 | * | ||||||
Donald E. Morel, Jr.(7) | 58,462 | * | ||||||
Stephanie Okey(9) | 0 | * | ||||||
Michelle R. Ryan(9) | 1,000 | * | ||||||
Jack Stahl(7) | 36,328 | * | ||||||
Current directors and executive officers as a group (24 persons)(8) | 561,161 | * |
* | Represents less than 1% |
(1) | Information shown is based on information reported by the filer on a Schedule 13G/A filed with the SEC on February |
OWNERSHIP OF OUR COMMON STOCK 2023 Proxy Statement | CATALENT, INC.31
(2) | Information shown is based on information reported by the filer on a Schedule 13G/A filed with the SEC on |
(3) | Information shown is based on information reported by the filer on a Schedule 13G/A filed with the SEC on |
(4) | Information shown is based on information reported by the filer on a Schedule 13G/A filed with the SEC on February |
(5) | Information shown is based on information reported by the |
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30CATALENT, INC. | 2021 Proxy Statement OWNERSHIP OF OUR COMMON AND PREFERRED STOCK
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The number of shares beneficially owned includes shares of common stock issuable upon (a) vesting of restricted stock units within 60 days after |
(7) | Includes vested restricted stock units that that have been deferred under our Deferred Compensation Plan (described below on page 63), as follows: Mr. Balachandran 15,687, Mr. Barber 4,149, Mr. Classon 25,258, Ms. Crane 8,337, Mr. Greisch 6,632, Mr. Lucier 23,856, Dr. Morel 11,548, and Mr. Stahl 8,337. |
(8) | Includes 485,957 shares of common stock issuable upon (a) vesting of restricted stock units within 60 days after December 4, 2023 or (b) exercise of options that are currently exercisable and/or will be exercisable within 60 days after |
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(9) | Mr. |
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Section 16(A)16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors, executive officers, and beneficial owners of 10% or more of our shares of common stock to file reports with the SEC about their ownership of and transactions in our common stock. Based solely on our recordsreview of reports filed with the SEC and other information,written representations from our executive officers and directors, we believe that all reports required to be filed under Section 16(a) during fiscal 20212023 were timely filed, except that filings with respect to two sales of our common stock in December 2019 and one sale of our common stock in January 2020 by Mr. Grippo were inadvertently not made on a timely basis. The Form 4 reporting these sales was filed on August 23, 2021.filed.
Equity Compensation Plan Information
The following table provides certain information as of June 30, 20212023 regarding our equity compensation plans.
Plan category
| (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)
| (b) Weighted-average exercise price of outstanding options, warrants and rights(2)
| (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
| (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | (b) Weighted-average exercise price of outstanding options, warrants and rights | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | ||||||||||||||||
Equity compensation plans approved by security holders(3) | 2,763,653 | 49.77 | 12,414,663(4) | |||||||||||||||||||
Equity compensation plans approved by security holders(1)
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| 2,772,082
| (2)
| $
| 71.19
| (3)
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| 7,882,520
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Employee Stock Purchase Plan approved by security holders(4) | - | - | 3,180,009 | |||||||||||||||||||
(1) |
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The amounts set forth in this row relate to grants under (a) our 2014 Omnibus Incentive Plan (the “2014 Omnibus Plan”), which was approved by a majority shareholder prior to our IPO, and (b) our 2018 Omnibus Incentive Plan (the “2018 Omnibus Plan” and, together with the 2014 Omnibus Plan, the “Omnibus Plans”), which was approved by our shareholders at the 2018 Annual Meeting of |
Under the terms of the 2018 Omnibus Plan, each issued RSU |
(2) | The amount shown includes 120,075 vested RSUs and PSUs that have been deferred under our Deferred Compensation Plan (described below on page 63), and (b) 616,531 Adjusted EPS PSUs and Relative Return PSUs at target (each as described in the Compensation Discussion & Analysis section (“CD&A”)), which may increase by up to an additional 445,596 shares (not included in the number above) representing the number of shares above target if the maximum performance thresholds are met. |
(3) | The weighted-average exercise price shown above reflects stock options only and does not take into account outstanding RSUs or PSUs as these forms of equity securities |
(4) | The amount set forth in this row relates to our 2019 Employee Stock Purchase Plan and reflects shares purchased through the end of the purchase period that ended on June 30, |
DIRECTOR COMPENSATION 202132CATALENT, INC. | 2023 Proxy Statement | CATALENT, INC.31OWNERSHIP OF OUR COMMON STOCK
We provide competitive compensation to our non-employee directors to attract and retain qualified individuals. The principal elements of our non-employee director compensation are an annual cash retainer; an annual equity award of restricted stock units,RSUs, each of which represents the right to receive one share of our common stock (“RSUs”);stock; and additional cash fees for our Lead Independent Director, Committee Chairs and(other than the Strategic Committee), Audit Committee members, and Strategic Committee members. We doIn addition, non-employee directors are reimbursed for reasonable out-of-pocket expenses. Mr. Maselli, our CEO, and Mr. Chiminski, our former Executive Chair, did not compensate our Chair, who is employed by us,receive additional compensation for servingtheir service as directors during fiscal 2023. Mr. Greisch received compensation as a director.non-employee director in fiscal 2023 and in fiscal 2024 until his election as Executive Chair, at which point he ceased being eligible for such compensation. In addition, Ms. Flynn, our former Interim President, Division Head for Biomodalities did not receive any additional compensation for her service as a director during her appointment to such position during fiscal 2023 and for the portion of fiscal 2024 in which she served in that role.
The Compensation Committee biennially reviews and considers information from its independent compensation consultant regarding the amounts and type of compensation paid to our non-employee directors at companies within the same peer groupComparison Group (as defined in the CD&A below under the heading “The Use of Market Data in Determining Compensation”) used by the committee to assess executive compensation. During fiscal 2021, the committee recommended, and the Board approved, aligning the timing of our annual RSU grant to our non-employee directors with each annual meeting of shareholders, rather than the beginning of each fiscal year, in order to better match our directors’ terms of service. As a result of the change in timing, we increased the fiscal 2021 grant by approximately $58,000 to cover the additional time that had elapsed since the fiscal 2020 grant.
Cash Retainer |
Equity Award |
Committee Fees |
Deferred Compensation | |||||||||
Annual $100,000 cash retainer, with an additional
| Annual RSU grant with a grant date fair value of
| Annual cash fees to the Chair and each member of the Audit Committee of $25,000 and $10,000, respectively. Annual cash fees to the Chair and each member of the Finance & Capital Markets Committee (prior to its dissolution) of $15,000 and $2,500, respectively, and annual cash fees to each member of the Strategic Committee of $5,000.
Annual cash fees to the Chair of the Compensation Committee of $12,500 and $10,000 to the Chairs of each of the Nominating and Quality | Directors may elect to defer any portion of their cash fees or RSUs on a pre-tax basis under our Deferred Compensation Plan.
The terms of the plan are described in the executive compensation section below beginning on page |
Matching Gift Program
Our directors may also participate in the Catalent Cares matching gift program, which matches on a 1-to-1 basis gifts made by our employees and non-employee directors to eligible health and human service nonprofit organizations, subject to a yearly maximum of $1,000.$2,000. In addition, gifts of up to $1,000 made during fiscal 20212023 to support humanitarian efforts in response to the COVID-19 pandemicUkraine were matched on a 2-to-1 basis.
OWNERSHIP OF OUR COMMON STOCK 2023 Proxy Statement | CATALENT, INC.33
Director Stock Ownership Policy
Each of our non-employee directors is required to own stock in an amount equal to five times the annual cash retainer. For purposes of this requirement, a director’s holdings include shares held directly or indirectly, individually or jointly, and shares held under a deferral or similar plan. Each non-employee director is required to retain 100% of the shares received following exercise of options or upon settlement of vested RSUs (net of shares used to satisfy applicable tax withholding obligation, if any) until the ownership level is met. All of our non-employee directors complied with the retention provisions of this policy throughout fiscal 20212023 and through the printing of this Proxy Statement.
32CATALENT, INC. | 2021 Proxy Statement DIRECTOR COMPENSATION
Director Compensation for Fiscal 20212023
For fiscal 2021, 2023, our non-employee directors received the amounts shown in the schedule below. All cash fees were paid on a quarterly basis, in arrears.
Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | ||||||||||||||||||
Madhavan Balachandran(3)(4) |
| 100,000 |
|
| 247,930 |
|
| 347,930 |
|
| 100,000 |
|
| 274,954 |
|
| 374,954 |
| ||||||
Michael J. Barber |
| 17,582 |
|
| 95,671 |
|
| 113,253 |
|
| 100,000 |
|
| 274,954 |
|
| 374,954 |
| ||||||
J. Martin Carroll |
| 110,000 |
|
| 247,930 |
|
| 357,930 |
|
| 151,401 |
|
| 274,954 |
|
| 426,355 |
| ||||||
Rolf Classon(3)(4) |
| 110,000 |
|
| 247,930 |
|
| 357,930 |
|
| 110,000 |
|
| 274,954 |
|
| 384,954 |
| ||||||
Rosemary A. Crane |
| 110,000 |
|
| 247,930 |
|
| 357,930 |
|
| 110,000 |
|
| 274,954 |
|
| 384,954 |
| ||||||
John J. Greisch(3) |
| 125,000 |
|
| 247,930 |
|
| 372,930 |
| |||||||||||||||
Karen Flynn(1) |
| 60,440 |
|
| 296,818 |
|
| 357,258 |
| |||||||||||||||
John J. Greisch(3)(4)(6) |
| 125,907 |
|
| 274,954 |
|
| 400,861 |
| |||||||||||||||
Christa Kreuzburg |
| 100,000 |
|
| 247,930 |
|
| 347,930 |
|
| 100,151 |
|
| 274,954 |
|
| 375,105 |
| ||||||
Gregory T. Lucier(3) |
| 112,500 |
|
| 247,930 |
|
| 360,430 |
|
| 112,651 |
|
| 274,954 |
|
| 387,605 |
| ||||||
Donald E. Morel, Jr.(3) |
| 120,000 |
|
| 247,930 |
|
| 367,930 |
| |||||||||||||||
Jack Stahl |
| 140,000 |
|
| 247,930 |
|
| 387,930 |
| |||||||||||||||
Peter Zippelius(6) |
| 100,000 |
|
| 247,930 |
|
| 347,930 |
| |||||||||||||||
Donald E. Morel, Jr. |
| 110,000 |
|
| 274,954 |
|
| 384,954 |
| |||||||||||||||
Jack Stahl(3) |
| 120,151 |
|
| 274,954 |
|
| 395,105 |
| |||||||||||||||
Peter Zippelius(5) |
| 58,611 |
|
| 274,954 |
|
| 333,565 |
|
(1) | Neither Mr. Chiminski |
(2) | Represents the aggregate grant date fair value of stock awards for fiscal |
(3) | Messrs. Balachandran, Barber, and Classon, Ms. Crane, Messrs. Greisch and Lucier and |
(4) | Messrs. Balachandran and |
(5) | Mr. |
|
(6) | The annual RSU award made to Mr. Greisch was reduced by |
34CATALENT, INC. | 2023 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS 2021 Proxy Statement | CATALENT, INC.33
Compensation Discussion and Analysis
Table of Contents
34CATALENT, INC. | 2021 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS 2023 Proxy Statement | CATALENT, INC.35
This CD&A explains our executive compensation philosophy and programs, and the decisions made by the Compensation Committee of our Board during fiscal 2021,2023, unless otherwise noted. Each reference in this section to a year is a reference to our fiscal year, which ends on June 30, unless otherwise noted.
This CD&A also discusses the elements of our executive compensation program during fiscal 20212023 for our Chief Executive Officer, our Senior Vice President andformer Chief Financial Officer, our former Interim Chief Financial Officer who served through the end of our fiscal year, our other three most highly compensated executive officers, and ourone former Chief Financial Officerexecutive officer who would have been one of the three most highly compensated executive officers had she still been serving as an executive officer as of the end of fiscal 2023 (these sixseven officers collectively are our “Named Executive Officers” or “NEOs”). In fiscal 2021,2023, our NEOs were:
EXECUTIVE | TITLE | |
|
| |
|
| |
|
| |
|
| |
Alessandro Maselli | President and Chief | |
| Former Senior Vice President and Chief Financial Officer | |
Ricky Hopson* | President, Division Head for Clinical Development & Supply and former Interim Chief Financial Officer | |
Steven L. Fasman | Former Executive Vice President & Chief Administrative Officer | |
Aristippos Gennadios | Group President, Pharma and Consumer Health | |
John Chiminski* | Former Executive Chair | |
Manja Boerman* | Former President, Division Head for Biomodalities |
* | Mr. |
Our executive compensation program is intended to attract, motivate, retain, and reward our leadership in a manner that will align their interests with those of our shareholders on an annual and long-term basis and promote increasedsustainable shareholder value.value creation. We believe attracting, motivating, retaining, and retainingrewarding superior talent is needed to maintain and improve our performance and shareholder returns. We therefore seek to maintain a competitive program that ties a significant portion of executive pay to our financial and stock price performance.
The following is a summary of important aspects of our executive compensation program.
Balanced mix of pay components and incentives.Our compensation program targets a market-based mix of cash and equity compensation, and of short- and long-term incentives. The principal elements of our program are base salary; performance-based annual bonus; and long-term equity awards, split 80/20 between stock options) and time-vested (RSUs). |
Pay for Performance. We emphasize pay-for-performance to align executive compensation with our business strategy. Approximately |
Share Retention. Our Compensation Committee has established stock ownership guidelines directing our executive officers to hold a multiple of annual salary in the form of shares of common stock in order to align management and shareholder interests. |
Pledging and Hedging. Our executives are prohibited from pledging our shares (absent our General Counsel’s permission, which has never been granted) or hedging against the economic risk of such ownership. |
Use of Independent Consultant. The Compensation Committee has engaged an independent, third-party consultant, Frederic W. Cook & Co., Inc. (“FW Cook”), to assist it in designing our compensation program and making compensation decisions. |
36CATALENT, INC. | 2023 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS
Clawback/Forfeiture Provisions. The terms of our long-term, equity-based awards and our short-term, cash-based award plan allow us in certain circumstances to “claw back” shares and cash received pursuant to such awards or, in the case of the equity-based awards, to require the repayment of all gains realized on the vesting or exercise of such awards. In connection with the revisions to our audited consolidated financial statements for fiscal 2022, under the clawback provisions of the MIP, the Compensation Committee approved a clawback of a portion of the amounts paid under the MIP for fiscal 2022 for all NEOs who received a MIP payment for such fiscal year. The amount of the clawback was determined in the same manner as the original MIP payment by calculating the value of the appropriate business factor in light of the revision to the audited consolidated financial statements and was equal to approximately 3% of the value of the original fiscal 2022MIP payout to each NEO for fiscal 2022 performance. For NEOs who are active employees, each NEO’s 2023 MIP payment or other amounts due to them are being reduced by the amount of the clawback. |
COMPENSATION DISCUSSION AND ANALYSIS 2021 Proxy Statement | CATALENT, INC.35
Compensation Peer Group. The Compensation Committee uses a group of peer companies, selected with the assistance of FW Cook to be aligned with corporate governance best practices, to benchmark target total direct compensation levels, other executive compensation-related programs and policies, and benefit packages. |
ShareholderSay-on-Pay. At the |
Overview of 2021 Business2023 Financial Performance and Executive Compensation
2021BUSINESS2023 FINANCIAL PERFORMANCE
|
| |||||||
|
| |||||||
Net revenue declined 11%, from $4.8 billion to $4.3 billion on a reported basis and from $4.8 billion to $4.4 billion on a constant-currency basis.
Net earnings decreased 151%, from earnings of $499 million to a loss of $256 million.
Adjusted EBITDA declined 43%, from $1.3 billion to $0.7 billion on a constant-currency basis.
|
Our net leverage ratio increased from 2.9x at the end of fiscal 2022 to 6.6x at the end of fiscal 2023.
|
|
In fiscal 2023, our financial performance was muted, with Budget-Based Revenue and Budget-Based EBITDA (both as defined below) missing target by 24% and 50%, respectively. As a result, our performance-based compensation awarded in fiscal 2023 and paid out in fiscal 2023 from prior awards was meaningfully below target. The fiscal 2023 MIP, comprised of 70% business performance and 30% personal goals performance, for our executive officers other than the CEO who remained in service at the payout date, including each of our NEOs besides Mr. Castellano (who departed Catalent prior to payout and therefore received nothing from the MIP), and Dr. Boerman and Mr. Maselli (who received no payout under the MIP), was awarded materially below target, as the business performance factor was 0% for the fiscal year. In addition, our financial performance in fiscal 2023 resulted in materially lower payouts under the long-term incentive program compared to fiscal 2022 payouts, with our Relative Return PSUs, as described below, for the fiscal 2021-2023 performance period having 0% payout, and our Adjusted EPS PSUs, as described below, for the fiscal 2021-2023 performance period vesting at 106%, modestly above target due to our strong performance in fiscal 2021 and 2022 relative to fiscal 2020. Similarly, the values of time-vested RSUs at their vesting in early fiscal 2024 were materially lower than their stated values at the time of their grant due to the decline in our stock price compared to our stock price in early fiscal 2021 when awarded. As of the end of fiscal 2023, outstanding PSUs aligned to both the fiscal 2022-2024 and fiscal 2023-2025 performance periods were also tracking meaningfully below targets.
36COMPENSATION DISCUSSION AND ANALYSIS 2023 Proxy Statement | CATALENT, INC. | 2021 Proxy Statement37
As highlighted above, in fiscal 2021 we delivered strong financial performance. In addition, the Compensation Committee determined that our CEO exceeded his individual goals for the year and each of our other NEOs still employed by us at the end of fiscal 2021 met or exceeded their respective individual goals as well. Our performance in fiscal 2021 resulted in higher payouts under the short- and long-term incentive programs, with a 30.7% increase over fiscal 2020 in the aggregate total compensation for our Continuing NEOs as reported in the Summary Compensation Table beginning on page 51 in this Proxy Statement (excluding Mr. Castellano, who became an NEO in fiscal 2021, and Mr. Joseph, whose employment with us ended on June 1, 2021).
The majority of target total direct compensation for our NEOs during 2021fiscal 2023 consisted of variable pay elements. The Compensation Committee believes this allocation aligns with our pay-for-performance compensation philosophy of motivating our NEOs to achieve our performance objectives in the short termshort-term and to grow the business to create sustainable value for our shareholders in the long term.
CEO Target Direct Compensation(1) |
| Other NEOs Target Direct Compensation(1) | ||
![]() ![]() | ![]() ![]() |
(1) | Does not include other compensation, pension values, and nonqualified deferred compensation earnings, which are shown in the Summary Compensation Table beginning on page |
CEO 2021 2023 TARGET DIRECT COMPENSATIONOVERVIEW
BASE SALARY |
• | |
MANAGEMENT INCENTIVE PLAN (MIP) |
• | |
LONG-TERM INCENTIVE AWARD |
• |
2021 Proxy Statement | CATALENT, INC.37
Our Executive Compensation Program
OURCOMPENSATIONPHILOSOPHYANDPRINCIPLES
Our executive compensation program ties pay delivery to the successful execution of our overall business goals and adherence to our core values, which we believe best serves the interests of our shareholders. We believe that attracting, motivating, retaining, and rewarding superior executive talent is a key to delivering attractive shareholder returns, and that an appropriately structured executive compensation program is critical to that end, with each element supporting the achievement of our compensation philosophy.
38CATALENT, INC. | 2023 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS
Our executives must be of a caliber and level of experience necessary to manage our complex, global business effectively. Given the long-cycle nature of most of our businesses, the complexity and highly regulated nature of our operations, and the competitive nature of our industry, it is especially important for us to retain our executive talent to ensure continuity of management. We seek to implement this philosophy by following three key principles:
• Competitive compensation.Providing a competitive compensation opportunity that enables us to attract, motivate, retain, and reward superior executive talent. | • Alignment with shareholder interests.Aligning our executives’ interests with our shareholders’ through equity compensation, short- and long-term absolute and relative performance metrics and share retention guidelines. | |
• Linking compensation to performance.Fostering a pay-for-performance philosophy by tying a significant portion of pay to financial and stock-price performance as well as other goals that support the creation of sustainable long-term shareholder value. |
EXECUTIVECOMPENSATIONPROGRAMELEMENTS
COMPONENT | DESCRIPTION | OBJECTIVES AND COMMENTS | ||
Cash Compensation | ||||
Base Salary | Fixed cash compensation that is based on | • Attract, motivate, and retain superior talent.
• Provide a fixed, baseline level of compensation.
• Annual increase, if any, based on market positioning and individual performance.
| ||
Annual Bonus Opportunity: Management Incentive Plan (MIP) | Annual cash payment tied to our financial results and a set of individually tailored financial and strategic performance objectives. | • Variable pay for short-term achievement of financial results and individual goals.
• For fiscal
|
1 | Note that “Budget-Based Revenue” and “Budget-Based EBITDA” are non-GAAP financial measures and subject to important limitations. For a discussion of these measures and how they reconcile to our results reported under U.S. GAAP, please see the Appendix entitled |
38COMPENSATION DISCUSSION AND ANALYSIS 2023 Proxy Statement | CATALENT, INC. | 2021 Proxy Statement39
COMPONENT | DESCRIPTION | OBJECTIVES AND COMMENTS | ||
Long-Term Incentive | ||||
Awards under our Long-TermIncentive Plan (LTIP) | Annual grants of equity-based awards under our 2018 Omnibus Plan intended to drive (1) absolute and relative long-term performance relative to pre-established objectives and (2) robust, continuous executive retention. Includes grants of Nonqualified Stock Options, RSUs, and PSUs. | • Align compensation with the creation of shareholder value and achievement of long-term performance objectives.
• Increase equity ownership by executives.
• Promote executive retention.
• Reward absolute and relative stock price performance over a multi-year period. | ||
Retirement Benefits | ||||
U.S. Savings Plan | A tax-qualified 401(k) defined contribution plan that allows U.S. participants to defer a portion of their compensation, subject to Internal Revenue Code (the “Code”) limits, and receive a partial employer matching contribution. | • Attract, motivate, and retain superior talent. | ||
U.K. Retirement Plan | A defined contribution retirement plan open to U.K. participants, which also permits a partial employer match on contributions. | • Attract, motivate, and retain superior talent. | ||
Deferred Compensation Plan | A
The plan allows NEOs and certain other executives to defer up to 80% of total cash compensation, to receive matching contributions equal to 50% of the first 6% of compensation deferred, and to invest cash amounts deferred in a variety of investment options. In addition, the plan allows for U.S.-based executives to defer certain grants received under our | • Attract, motivate, and retain superior talent. | ||
Severance Benefits | ||||
Executive Severance and Change-in-Control Benefits | Severance benefits provided to NEOs and certain other senior executives upon company-initiated involuntary termination of employment without cause, or upon a “good reason” termination by the executive.
Equity grants | • Attract, motivate, and retain superior talent.
• Facilitate recruitment and retention of executives by providing income security in the event of involuntary job loss. |
202140CATALENT, INC. | 2023 Proxy Statement | CATALENT, INC.39COMPENSATION DISCUSSION AND ANALYSIS
The Compensation Process
THEROLEOFTHECOMPENSATIONCOMMITTEE,,ITSCONSULTANT,,ANDMANAGEMENT
The Compensation Committee oversees the compensation program for our CEO and our other executive officers, including our other NEOs. Management typically formulates the initial proposalnew proposals concerning a new aspect of executive compensation, including, proposingbut not limited to salary levels, and the form and content of various compensation programs, including incentive or other compensation programs, and benefit programsbenefits such as healthcare and retirement programs (though management does not propose or otherwise participate in the setting of our CEO’s compensation). All management proposals as they relate to our NEOs are subject to Compensation Committee review and approval. The Compensation Committee has retained an independent consultant, FW Cook, to help it fulfill its responsibilities, including its review of management proposals. Among other things, FW Cook benchmarks compensation levels using available market data and trends and the Comparison Group approved by the Compensation Committee (see discussion of Comparison Group below). In compliance with the NYSE’s listing standards and SEC rules, the Compensation Committee in April 20212023 conducted its annual independence assessment of FW Cook and concluded that it remains independent of management and that its work did not raise any conflict of interest.
THECOMPENSATIONCOMMITTEE’S COMMITTEE’S PROCESS
In accordance with its charter, the Compensation Committee is responsible for, among other duties:
reviewing and approving our overall executive compensation philosophy;
overseeing the administration of compensation and benefit programs, policies, and practices;
reviewing and approving the identification of our peer companies with respect to various benchmarking activities and data sources used in evaluating our compensation competitiveness;
evaluating the performance of the CEO against performance goals and objectives approved by our Board; and
approving the performance metric and corresponding goals, evaluating the performance, and approving the compensation of our executive officers.
THEUSEOFMARKETDATAINDETERMININGCOMPENSATION
The Compensation Committee considers numerous factors as it formulates, reviews, and approves pay components and the overall structure of our executive compensation program. Among these factors are survey data, scoped to focus on companies with revenue comparable to ours, and the compensation practices of select peer companies, which we refer to as the “Comparison Group.” For fiscal 2021,In January 2022, the Compensation Committee used areviewed the Comparison Group recommended by FW Cook with input from management based on, among other things, similaritiesthat would be used to inform pay decisions for fiscal 2023. One of the peers, Varian Medical, was acquired, leaving 15 companies in our linethe Comparison Group. Catalent’s trailing four quarter revenue and market cap at the time the peers in the Comparison Group was reviewed were both near the median of the remaining 15 peers. Additionally, all remaining peers were found to be within a reasonable range of Catalent’s revenue and market cap at the time, and the Compensation Committee determined not to make any change to the Comparison Group (other than removing Varian Medical due to its acquisition).
COMPENSATION DISCUSSION AND ANALYSIS 2023 Proxy Statement | CATALENT, INC.41
Six of the 15 peer companies are pharmaceutical / biotechnology companies, and the remaining peer companies are health care equipment/supplies or life sciences tools/services companies. Other factors that are reviewed during the annual Comparison Group selection process include business revenue, earnings, market capitalization,similarity, profitability, enterprise value, and number of employees. The Compensation Committee further believes that reference to the Comparison Group wasis appropriate when reviewing our compensation program for fiscal 20212023 because it believesof the potential likelihood that this group may have competed with us for executive talent. The 1615 companies in the Comparison Group that informed compensation decisions for fiscal 20212023 were:
| •
•
•
• Hologic, Inc.
•
•
• STERIS plc
•
| • Align Technology, Inc. • Bio-Rad Laboratories, Inc.
• The Cooper Companies, Inc.
• Horizon Pharma plc
•
• Perrigo plc
• West Pharmaceutical Services, Inc.
|
40CATALENT, INC. | 2021 Proxy Statement
The peer group remained unchanged from the prior year, with the exception of the replacement of Mallinckrodt plc, which fell below the Compensation Committee’s targeted market capitalization range, with Perrigo plc by the Compensation Committee in January 2020. With Catalent’s inclusion in the S&P 500 Index beginning in the fall of calendar 2020, the Compensation Committee made more significant changes to the peer group for use during fiscal 2022.
The Compensation Committee sets the target compensation of our executive officers at levels that are generally at the median ofalso considers other factors in addition to the market data (persons holding the same or similar positions among the Comparison Group and survey companies), as adjusted for issues of comparability with the Comparison Group data set and with deviations as appropriate based onbenchmarks, including individual factors, includingexecutives’ tenure, proficiency in role, and criticality to our performance. The Compensation Committee concluded that this targetingour pay strategy is appropriate to assure the attraction and retention of top talent in a competitive market, particularly as we have movedcontinue to move into areas where the competition for top talent is particularly fierce, such as biologics (includingincluding cell &and gene therapy),therapy, and demands on our senior executives have increased as the business has expandedgrown and become more complex. TheWhile the Compensation Committee then generally seeks to approve compensation elements for our NEOs within a competitive range, assuming payout of performance-based compensation at target. Actual compensation will vary based on our financialconsiders peer and market performancedata, it does not target a specific market position when determining executive target compensation levels. In addition to referencing market data, as described above, the Compensation Committee considered prior year compensation history and each executive’s performance relativecompensation levels of other Company executives to their individual goals and objectives, as reflected through annual incentive payouts and the value realized upon vesting and exercise of stock-based, long-term incentive awards.provide context for fiscal 2023 executive compensation.
Details of Total Direct Compensation Elements
For fiscal 2021,2023, compensation paid to our NEOs consisted of base salary; short-term incentive pay in the form of participation in the MIP; equity-based, long-term incentive awards subject to multi-year time- and performance-vesting criteria; and the opportunity to participate in certain benefit programs and other perquisites. We generally review the base salary and other incentive compensation target amounts of our executive officers, including our NEOs, annually, consistent with the process for our employees generally.
Base salary is the principal fixed component of target total direct compensation for NEOs, and is determined by considering the executive’s job responsibilities, market data, and the individual’s performance and contributions.
SUMMARY
The MIP is an annual cash incentive program that rewards performance against annual individual and overall business goals. We extend MIP participation to a broad group of our executives, including our NEOs. For fiscal 2021,2023, 70% of a participant’s MIP target payout was based on business goals applicable to that participant and 30% was based on the participant’s individual goals. The Compensation Committee selects the overall business goals applicable to the NEOs participating in the MIP from among the corporate financial and strategic growth objectives set each year by our Board. The individual goals for each of our NEOs other than our CEO and former Executive Chair are set jointly by that NEO and the NEO’s direct manager (who is either the CEO or our President and Chief Operating Officer), and theCEO. The individual goals for our CEO and former Executive Chair are set jointly by our CEOeach of these individuals and the Compensation Committee. These individual goals relate generally to the following categories but are not assigned numerical weightings or measuring criteria: quality and compliance, operational excellence, customer innovation/growth, organizational vitality/leadership, and financial accountability.
2021
42CATALENT, INC. | 2023 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS
2023 PERFORMANCETARGETS
For fiscal 2021,2023, the Compensation Committee based the business goals portion of our MIP on achievement of our Budget-Based EBITDA goal (as defined in Appendix A to this Proxy Statement) and our Budget-Based Revenue goal (also as defined in Appendix A). The Compensation Committee uses Budget-Based EBITDA and Budget-Based Revenue because:
(a) it believes that they are important indicators of our increasing value and growth,
(b) they are the primary measures by which we set and measure performance for the fiscal year,
2021 Proxy Statement | CATALENT, INC.41
(c) they exclude certain items that would normally be part of a calculation of net earnings but that we believe are not representative of our core business, and
(d) they are widely used measures of overall financial performance.
The Compensation Committee concluded for fiscal 20212023 that (x)(1) using a combination of these two measures would provide a balanced set of business performance targets that focus on growth, profitability, and the most efficient conversion of revenue to profit, (y)(2) at the time the goals are set, the performance targets provide a reasonably achievable, but challenging, set of goals for our NEOs and other MIP participants, and (z)(3) linking our NEOs’ bonuses to company-wide performance goals encourages collaboration across the executive leadership team. These goals are intended to incentivize all participants to maximize their performance for the benefit of our shareholders.
CALCULATING 2021 2023 MIPAWARDS
For fiscal 2021,When determining MIP awards, the Compensation Committee adoptedused a matrix approach that simultaneously evaluates performance of the two components that comprise the business-goal portion of the MIP. Performance at target for each of the metrics results in achievement of the business-goal portion of the MIP award at 100% of a participant’s target amount. Performance below or above the targets, subject to a range of 80% to 125% and a minimum 80% achievement of Budget-Based EBITDA target, results in an achievement of the business-goal portion of the MIP award in the manner set forth in the following table (at (at 0-200% of target), with linear interpolation applied for results that fall between two consecutive revenue or EBITDA achievement levels:
Revenue Goal Achievement (as a percentage of budget) | ||||||||||||||||||||||||
<80% | 80% | 85% | 90% | 95% | 100% | 105% | 110% | 115% | 120% | 125% | ||||||||||||||
![]() EBITDA Goal Achievement(as a percentage of budget)<80% | <80% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | ||||||||||||
80% | 32% | 32% | 39% | 46% | 53% | 60% | 62% | 64% | 66% | 68% | 70% | |||||||||||||
85% | 49% | 49% | 49% | 56% | 63% | 70% | 72% | 74% | 76% | 78% | 80% | |||||||||||||
90% | 66% | 66% | 66% | 66% | 73% | 80% | 80% | 80% | 80% | 80% | 80% | |||||||||||||
95% | 75% | 75% | 75% | 78% | 85% | 85% | 85% | 85% | 85% | 85% | 85% | |||||||||||||
100% | 90% | 95% | 95% | 95% | 96% | 100% | 105% | 110% | 115% | 115% | 115% | |||||||||||||
105% | 95% | 98% | 100% | 104% | 109% | 113% | 120% | 125% | 125% | 125% | 125% | |||||||||||||
110% | 100% | 109% | 113% | 117% | 122% | 126% | 133% | 140% | 140% | 140% | 140% | |||||||||||||
115% | 104% | 122% | 126% | 130% | 135% | 139% | 146% | 153% | 160% | 160% | 160% | |||||||||||||
120% | 117% | 135% | 139% | 143% | 148% | 152% | 159% | 166% | 173% | 175% | 175% | |||||||||||||
125% | 130% | 148% | 152% | 156% | 161% | 165% | 172% | 179% | 186% | 193% | 200% |
Revenue Goal Achievement (as a percentage of budget) | ||||||||||||||||||||||||
<80% | 80% | 85% | 90% | 95% | 100% | 105% | 110% | 115% | 120% | 125% | ||||||||||||||
EBITDA Goal Achievement (as a percentage of budget)![]() | <80% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | ||||||||||||
80% | 32% | 32% | 39% | 46% | 53% | 60% | 62% | 64% | 66% | 68% | 70% | |||||||||||||
85% | 49% | 49% | 49% | 56% | 63% | 70% | 72% | 74% | 76% | 78% | 80% | |||||||||||||
90% | 66% | 66% | 66% | 66% | 73% | 80% | 80% | 80% | 80% | 80% | 80% | |||||||||||||
95% | 75% | 75% | 75% | 78% | 85% | 85% | 85% | 85% | 85% | 85% | 85% | |||||||||||||
100% | 90% | 95% | 95% | 95% | 96% | 100% | 105% | 110% | 115% | 115% | 115% | |||||||||||||
105% | 95% | 98% | 100% | 104% | 109% | 113% | 120% | 125% | 125% | 125% | 125% | |||||||||||||
110% | 100% | 109% | 113% | 117% | 122% | 126% | 133% | 140% | 140% | 140% | 140% | |||||||||||||
115% | 104% | 122% | 126% | 130% | 135% | 139% | 146% | 153% | 160% | 160% | 160% | |||||||||||||
120% | 117% | 135% | 139% | 143% | 148% | 152% | 159% | 166% | 173% | 175% | 175% | |||||||||||||
125% | 130% | 148% | 152% | 156% | 161% | 165% | 172% | 179% | 186% | 193% | 200% |
Achievement by each participant, including each of our NEOs, against individual goals can result in payment of the individual performance portion of the MIP award between 0% and 150%200% of the target amount. Payout of the MIP requires achievement of the minimum thresholds of both the business-goal portion and the individual performanceindividual-performance portion. The target amount for each participant in our MIP, including each of our NEOs, is a fixed sum and is reviewed annually by the Compensation Committee, consistent with the process for our employees generally.
For fiscal 2021,2023, the business goals were collectively weighted at 70% of the total payout, and the individual goals were weighted at 30%. Thus,, and the maximum payout under our MIP is 185%was 200% of each executive target opportunity (200% x 70%, plus 150%200% x 30%). The Compensation Committee approves the funding for our MIP based on performance relative to the target.
CLAWBACK/COMPENSATION DISCUSSION AND ANALYSIS 2023 Proxy Statement | CATALENT, INC.43
CLAWBACK/FORFEITURE
Participation in the MIP may be cancelled or forfeited and repaid to us if the participant engages in any “Detrimental Activity,” such asincluding but not limited to fraud, breaches of restrictive covenants, and disparagement of the company, as defined in the 2018 Omnibus Plan. In addition, if a participant receives any amount in excess of what the participant should have received for any reason (including by reason of a financial restatement, mistake in calculation, or other administrative error), the participant must repay the excess. Without limiting the foregoing, all MIP awards are subject to reduction, cancellation, forfeiture, or recoupment to the extent necessary to comply with applicable law.
In connection with the revisions to our audited consolidated financial statements for fiscal 2022, under the clawback provisions of the MIP, the Compensation Committee approved a clawback of a portion of the amounts paid under the MIP for fiscal 2022 for all NEOs who received a MIP payment for such fiscal year. The amount of the clawback was determined in the same manner as the original MIP payment by calculating the value of the appropriate business factor in light of the revision to the audited consolidated financial statements and was equal to approximately 3% of the value of the original fiscal 2022MIP payout to each NEO for fiscal 2022 performance. For NEOs who are active employees, each NEO’s 2023 MIP payment or other amounts due to them are being reduced by the amount of the clawback.
In October 2023, the Company adopted a Clawback Policy in accordance with Section 10D of the Exchange Act and Rule 10D-1 promulgated thereunder and intended to comply with the NYSE listing standards.
42CATALENT, INC. | 2021 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS
20212023 MIPAWARDS
The business performance goals and achievement levels for fiscal 2021,2023, which collectively represented 70% of the overall target MIP award, are as follows (in millions of U.S. dollars, using our internal budget-based currency exchange rates, or percentages):
Performance Measure
| Threshold /
| Actual
| Business
| Threshold /
| Actual
| Business
| ||||||||||
Budget-Based Revenue
| 2,875 / 3,594 / 4,493
|
| 3,905
|
| 143.8%
| $4,232 / 5,290 / 6,612
| $
| 4,263
|
| 0%
| ||||||
Budget-Based EBITDA
| 713 / 891 / 1,114
|
| 996
|
|
td,126 / 1,407 / 1,759 |
$ |
698 |
|
(1) | When calculating Budget-Based EBITDA and Budget-Based Revenue performance, the target, threshold, and maximum are adjusted by the Compensation Committee for the projected pro forma performance from completed acquisitions over the measurement period. |
The CEO, together with the Senior Vice President and Chief Human Resources Officer during fiscal 2023, evaluated the individual performance of each of our executive officers, including the NEOs other than the CEO, based on theeach individual’s fiscal 20212023 goals and objectives. After combining the individual performance metric with the business performance metrics, management determined a recommended MIP award for each such executive officer, which they presented to the Compensation Committee. In approving MIP awards for the NEOs other NEOs,than the CEO, the Compensation Committee considered our financial performance in fiscal 20212023 and the individual assessment of performance and accomplishments relative to their respective goals and objectives.
The CEO also presented to the Compensation Committee an assessment of his own individual performance, which the Compensation Committee evaluated in determining the CEO’s MIP award. The CEO’s MIP award was based on his fiscal 20212023 goals and objectives in the areas of: (1) continuing to progress Catalent’s strategic ambition to build on its broad base of progressing our Board-approved strategy,offerings and to expand its position as the preferred strategic CDMO partner in core and advanced technologies, integrated solutions, and first-to-scale innovation, including solidifying and accelerating growth in Catalent’s base of product offerings, maximizing growth in Catalent’s biologics division, and continuing to invest in growth enablers; (2) strengthening Catalent’s foundation, including addressing variabilities in performance and On Time Delivery and driving continuous improvement centrally, including by continuing to enhance the COVID-19 pandemicIACP audit program and its effects on achieving our long-term strategy, directing our mergers & acquisitions activity,improving IT; (3) offsetting inflationary pressures with total cost excellence (TCE) and other cost control and restructuring programs; (4) leveraging a strong financial position to increase M&A selectivity, pursuing portfolio management, delivering fiscal year 2023 financials and making working capital structure,improvements; and enhancing(5) improving on our culture and organizational vitality. Of particular distinction in fiscal 2021 were our superlative performance in delivering hundreds of millions of doses of COVID-19 vaccines while significantly elevating our brandvitality, including executing on cultural assimilation, continuing to find ways to deepen Catalent’s Patient First culture, and reputation, delivering record financial performance in a year of unprecedented challenges, accelerating the execution of our strategic plan, managing operational challenges, delivering strongly on commercial targets, improving our capital structure, prudently managing our tax planning, achieving further diversification while maintaining the quality of our investor base,measurable
44CATALENT, INC. | 2023 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS
progress against stated D&I and successfully managing unprecedented staffing growth while enhancing talent developmentESG goals and our commitments to diversity and inclusion.targets. The Compensation Committee did not assign weights in considering these areas, but took account of the differing levels of focus in each area as the year progressed. After consideration of all of these factors, the Compensation Committee decided not to award the CEO any MIP bonus for fiscal 2023.
LONG-TERMThe former Executive Chair also presented to the Compensation Committee an assessment of his own individual performance, which the Compensation Committee evaluated in determining the former Executive Chair’s MIP award, based on his fiscal 2023 goals and objectives in the areas of: (1) advancing our culture and values through acceleration of our ESG goals and targets, focused on sustainability (waste, water usage, and emissions), and acceleration of our TCE goals, including reactivating a LEAN culture; (2) executive coaching to advance our CEO’s transition and to activate CEO succession planning; (3) enhancing Board processes to create better interaction among directors; (4) driving key executive and senior leadership talent acquisition, with a primary focus on senior leadership positions within the finance, operations and quality functions in our Biologics segment and development a bench of industry leaders poised for ELT roles; (5) providing active counsel and support to the company on matters of M&A strategy and execution, transformational projects, and emerging biotech customer development, among others; and (6) leading the Board through setting meeting agendas, working closely with the Lead Independent Director and CEO to set content and manage Board logistics. The Compensation Committee did not assign weights in considering these areas but took account of the differing levels of focus in each area as the year progressed. After consideration of all of these factors, the Compensation Committee decided not to award the former Executive Chair any MIP bonus for fiscal 2023.
LONG-TERM INCENTIVEAWARDS
Our long-term incentive compensation program is potentially available to all our employees, including our NEOs, and includes one or some combination of three types of equity-based awards:
time-based stock options;options, in which there is a fixed grant to the recipient subject only to a time- and service-based vesting requirement;
time-based RSUs, in which there is a fixed grant to the recipient subject only to a time- and service-based vesting requirement; and
performance-based restricted stock units (“PSUs”), in which vesting is based on the achievement of pre-established performance criteria over a multi-year performance period, subject to continuing service through the date of performance-period certification.
• | performance-based PSUs, in which vesting is based on the achievement of pre-established performance criteria over a multi-year performance period, subject to continuing service through the date of certification of final performance by the Compensation Committee. |
By awarding grants with multi-year performance or vesting periods, we appropriately align program participants with the long-term best interests of our shareholders. Those interests are also protected by restrictive covenants that are imposed on our participants, including a confidentiality obligation, a one-yearlimitation on competing with us for the greater of one year post-departure and the final vesting of outstanding equity-based awards, and an agreement not to solicit our employees for one year after leaving our employ.
GrantsAwards to our NEOs arefor the fiscal 2023-25 performance period, awarded in early fiscal 2023, were divided into PSUs (with the target number of shares providing 50% of the target value awarded), stock options (30% of the target value awarded), and RSUs (20% of the target value awarded). In turn, the target value awarded as PSUs iswas divided evenly between PSUs that use our Adjusted Net Income per diluted share (“Adjusted EPS”) as their performance metric and
COMPENSATION DISCUSSION AND ANALYSIS 2021 Proxy Statement | CATALENT, INC.43
those that use relative total shareholder return (“Relative Return”), as described below in this section. Note that Adjusted Net Income is a non-GAAP financial measure, is not a measure of operating income, operating performance, or liquidity presented in accordance with U.S. GAAP and is subject to important limitations. For a discussion of Adjusted Net Income and a reconciliation to the most directly comparable U.S. GAAP measure, please see Appendix A to this Proxy Statement, entitled “Non-GAAP Financial Measures,” beginning on page A-1.1 The target size for our NEOs’ LTIP awards iswas set by the Compensation Committee using a market-based determination of LTIP grant value, individual performance, and other factors.
Awards to our NEOs for the fiscal 2023-25 performance period, awarded in early fiscal 2023 under our LTIP arewere generally determined and approved by the Compensation Committee on a dollar-value basis, which is then translated into a fixed or target number of options, RSUs, or PSUs by dividing the award by the per-instrument price, using thea Black-Scholes methodvaluation for options, grant date share price for RSUs and Adjusted EPS PSUs, and the value derived from a Monte Carlo pricing model for Relative Return PSUs, and then rounding up to the nearest whole number of shares.
Subject to the recipient’s continued service with us through each applicable vesting date, options granted as part of our annual award of long-term incentives vest in equal installments over the first four each anniversaries of the grant date, RSUs granted as part of our annual award of long-term incentives vest on the third anniversary of the grant date, and the PSUs vest when and if we determine that the performance criteria are met at the end of the three-year performance period. The continued service requirement is waived
COMPENSATION DISCUSSION AND ANALYSIS 2023 Proxy Statement | CATALENT, INC.45
in the event of a participant’s disability or retirement in accordance with the “Rule of 65,” which applies if a participant retires on or after the date on which the sum of the participant’s age and period of service with us equals sixty-five (65) years, so long as they are at least the age of fifty-five (55) and give at least six-months’ notice and, beginning with grants awarded in fiscal 2021, have completed at least five years of service with us.
The performance criteria for the PSUs granted during fiscal 20212023 are as follows:
Adjusted EPS is separately calculated for each fiscal year in the 3-year performance period and then totaled and compared to the 3-year, cumulative target set by the Compensation Committee at the beginning of the performance period.
• | Adjusted EPS is separately calculated for each fiscal year in the 3-year performance period and then totaled and compared to the 3-year, cumulative target set by the Compensation Committee at the beginning of the performance period. |
Achievement of the target Adjusted EPS will earn the participant the number of shares equal to 100% of the target number of Adjusted EPS PSUs. At 75% achievement, 50% of the target will be earned, with no shareshares earned for achievement below that threshold. At the maximum achievement level of 125%, the resulting earnout is 200% of the target. Earnouts are interpolated for levels of performance between threshold and target, and between target and maximum. (Beginning in fiscal 2022, the maximum achievement level will change to the greater of (i) 150% of target Adjusted EPS and (ii) the amount determined using the financial goals set forth for the performance period portion of the most recent strategic planning period.)period, the resulting earnout is 200% of the target. Earnouts are interpolated for levels of performance between threshold and target, and between target and maximum.
Relative total shareholder return is the percentile rank of our total shareholder return during the 3-year performance period relative to the total shareholder return of each of the companies comprising the S&P Composite 1500 Healthcare Index (with total shareholder return being the change in the price per share over the performance period, assuming reinvestment of dividends, if any, paid during the performance period). As of July 1, 2021, 145 companies, including Catalent, are in the comparison group. (The comparison group will change in fiscal 2022 to the S&P 500 Healthcare Index, reflecting Catalent’s inclusion in the S&P 500 Index beginning in the fall of calendar 2020.)
• | Relative Return is the percentile rank of our total shareholder return during the 3-year performance period relative to the total shareholder return of each of the companies comprising the S&P 500 Healthcare Index (with total shareholder return being the change in the price per share over the performance period, assuming reinvestment of dividends, if any, paid during the performance period). There were 63 other companies in the comparison group at the start of the fiscal year 2023-2025 three-year performance period. |
• | Achievement of the median |
The Compensation Committee believes that the performance targets for both the Adjusted EPS PSUs and the Relative Return PSUs represent reasonably achievable but challenging goals and are intended to incentivize all participants to maximize their performance for the long-term benefit of our shareholders.
1 | Note that Adjusted Net Income is a non-GAAP financial measure, is not a measure of operating income, operating performance, or liquidity presented in accordance with U.S. GAAP and is subject to important limitations. For a discussion of Adjusted Net Income and a reconciliation to the most directly comparable U.S. GAAP measure, please see Appendix A to this Proxy Statement, entitled “Non-GAAP Financial Measures,” beginning on page A-1. |
44CATALENT, INC. | FISCAL 2021-2023 PSU PERFORMANCE
In fiscal 2021, Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS
Thethe Compensation Committee granted PSUs representing 50% of the total long-term incentives to executives for the fiscal 2021-23 performance period, awarded one-half as Adjusted EPS PSUs and performance-based restricted stock (“Performance Shares”) (the functional equivalent ofone-half as Relative Return PSUs. These PSUs issued in order to minimize costs associated with Code § 162(m)) issued in respect of the fiscal 2019-212021-23 performance period vested early in fiscal 20222024 at a performance level of 200%106% of target for the Adjusted EPS PSUs and 122.22%0% of target for the Relative Return PSUs earned by our NEOs (due to the application of the 300% total value cap).NEOs.
Fiscal 2021-2023 Performance Targets |
Performance Schedule | Corresponding Earnout | |||||||||||||||||||||
| Threshold | Goal | Maximum | Thresh. | Goal | Max. | ||||||||||||||||
Adjusted EPS PSUs and Performance Shares
|
| $5.69
|
|
| $7.58
|
|
| $9.48
|
|
| 50
| %
|
| 100
| %
| 200%
| ||||||
Relative Return PSUs and Performance Shares
|
| 25th Percentile
|
|
| 50th Percentile
|
|
| 75th Percentile
|
|
| 50
| %
|
| 100
| %
| 150%
|
Fiscal
|
Performance Schedule | Corresponding Earnout | |||||||||||||||||||||
| Threshold | Goal | Maximum | Thresh. | Goal | Max. | ||||||||||||||||
Adjusted EPS PSUs and Performance Shares
|
| $3.98
|
|
| $5.31
|
|
| $6.64
|
|
| 50
| %
|
| 100
| %
| 200%
| ||||||
Relative Return PSUs and Performance Shares
|
| 25th Percentile
|
|
| 50th Percentile
|
|
| 75th Percentile
|
|
| 50
| %
|
| 100
| %
| 150%
|
Actual Performance | ||||||
| Achievement Level | % of Goal | Earnout as % of Target | |||
Adjusted EPS PSUs | $7.69 | 101% | 106% | |||
Relative Return PSUs | 15th Percentile | N/A | 0% |
46CATALENT, INC. | 2023 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS
|
Actual Performance | ||||||
| Achievement Level | % of Goal | Earnout as % of Target | |||
Adjusted EPS PSUs & Performance Shares | $6.93 | 130.5% | 200% | |||
Relative Return PSUs & Performance Shares | 93rd Percentile | N/A | 122.22%(1) |
|
Other Benefits Under Our Executive Compensation Program
We provide to all our employees, including our NEOs, broad-based benefits that are intended to attract and retain employees while providing them with retirement and health and welfare security. Broad-based employee benefits available to our NEOs include:
a 401(k) savings plan for U.S. NEOs, and an equivalent plan under U.K. law for our U.K.-domiciled NEO, both of which provide for a partial employer match of employee contributions;
an employee stock purchase plan, allowing the purchase of shares of our common stock at a 10% discount;
medical, dental, vision, life and accident insurance, disability coverage, and health savings, dependent care, and healthcare flexible spending accounts; and
employee assistance program benefits.
Under our 401(k) savings plan and the equivalent U.K. plan, we match a portion of the funds set aside by the employee. In the U.S., we match 100% of up to 4% of eligible annual compensation contributed, up to federal tax law limits on both eligible compensation that may be considered for contribution and the amount employees may contribute. In the U.K., the plan provides for an employer matching contribution of 5.5-8% of eligible base salary compensation dependent on the participant contributing 3.5-6% of eligible base salary compensation.
Our Employee Stock Purchase Plan is designed to allow our eligible employees to purchase shares of our common stock at designated intervals at a discounted price of 10% through their accumulated payroll deductions or other contributions. Employees who are United States tax residents may benefit from favorable tax treatment as the Employee Stock Purchase Plan is intended to qualify as an employee stock purchase plan under Section 423 of the Code.
We provide basic life and accident insurance coverage valued at two times the employee’s annual base salary at no cost to our employees. The employee may also select supplemental life and accident insurance, for a premium to be paid by the employee.
We also provide our NEOs with limited perquisites and personal benefits that are not generally available to all employees, such as executive relocation assistance and financial counseling services. We provide these limited perquisites and personal benefits in order to further our goal of attracting and retaining our executive talent and to avoid unnecessary personal
COMPENSATION DISCUSSION AND ANALYSIS 2021 Proxy Statement | CATALENT, INC.45
distractions that may impede maximum personal performance. These benefits and perquisites are reflected in the “All Other Compensation” column of the Summary Compensation Table and the accompanying footnotes in accordance with SEC rules. DuringOther than with respect to tax equalization and related tax gross-up payments made in respect of two of our NEOs, Mr. Maselli and Dr. Boerman, who lived and worked, at our request, in a jurisdiction other than his or her primary tax domicile, as described below in note 6(C) to our Fiscal 2023 Summary Compensation Table starting on page 55, during fiscal 2021,2023 we did not “gross up” for the income tax consequences of any benefit or perquisite (though there were some tax equalization and related tax gross-up payments made in respect of one of our NEOs, Mr. Maselli, as described below in note 5(D) to our Fiscal 2021 Summary Compensation Table starting on page 51).perquisite.
Our Deferral Plan permitsdeferred compensation programs (collectively, the “Deferred Compensation Plan”) permit a broad group of U.S.- and U.K.-based executives, including all of our NEOs (other than Mr. Maselli)Dr. Boerman), to defer up to 80% of base salary, commissions (not applicable to NEOs), and MIP bonus. We credit the first 6% of cash compensation deferred with a matching contribution equal to 50% of the amount deferred. Participants are immediately vested in all amounts they contribute and the related investment gains, but matching contributions and their related investment gains vest ratably over the participant’s first four years of service. Participants may choose from a variety of investment options for the cash amounts deferred. (Mr. Maselli is ineligible to participate in our plan for U.K.-based executives as he is a registered director of the entity that sponsors the plan, and he is ineligible to participate in our U.S.-based plan as he is an expatriate employee.)
Under the DeferralDeferred Compensation Plan, we also credit each participant’s deferral account with notional earnings and/or losses based on the deemed investment of the accounts in one or more of a variety of investment alternatives selected by such participant. Participants may elect from a variety of forms of payout, including lump-sum payment and various types of annual installments, with the timing depending on the form selected.
COMPENSATION DISCUSSION AND ANALYSIS 2023 Proxy Statement | CATALENT, INC.47
In addition, our DeferralDeferred Compensation Plan permits U.S. participants to defer unvested incentive compensation grants (other than options) in order to delay recognition of income on these awards upon vesting.
Cash and equity deferrals, company contributions, and applicable gains are held in a “rabbi” trust. “Rabbi” trust assets are ultimately controlled by us. Operating the DeferralDeferred Compensation Plan this way permits participants to defer recognition of income for tax purposes on the amounts deferred until they are paid to the participants.
Our U.S.- and U.K.-based directors can also participate in the Deferred Compensation Plan on the same terms as our executives, though they are not provided a matching contribution on their cash deferrals.
We believe that providing the NEOs and other eligible participants with deferred compensation opportunities is a market-based benefit plan necessary for us to deliver competitive benefit packages. Additional details of the DeferralDeferred Compensation Plan follow the table entitled “Fiscal 2021 Non-Qualified2023 Nonqualified Deferred Compensation Table,” following this CD&A.
SEVERANCEANDPAYMENTSONACHANGEOFCONTROL
Our NEOs are eligible for severance benefits in connection with a termination of employment and/or a change of control in certain circumstances. The amounts of such benefits and the conditions for their payment are described in the Fiscal 20212023 Potential Payments upon Employment Termination or Change of Control Tables beginning on page 59,64, including the accompanying notes.
46CATALENT, INC. | 2021 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS
Compensation Determinations for 20212023
We generally review the base salary and other incentive compensation target amounts of our executive officers, including our NEOs, annually, consistent with the process for our employees generally. For fiscal 2021,2023, compensation paid to our NEOs consisted of base salary, short-term incentive pay in the form of participation in the MIP, equity-based, long-term incentive awards subject to multi-year time- and performance-vesting criteria, and the opportunity to participate in certain benefit programs and other perquisites.
The Compensation Committee observed at the beginning of fiscal 2022 that executive compensation opportunities were meaningfully low versus peer and market data overall and the Compensation Committee determined to move targeted pay levels over a multi-year period which resulted in larger pay increases than in the past for certain individuals, particularly in their long-term incentive award grant values. It continued with this strategy when setting fiscal 2023 target pay opportunities in July 2022. Despite the target total direct compensation increases, and due to continued market movement, Catalent’s fiscal 2023 target total direct compensation levels generally remained below the market median (except for two NEOs who were provided one-time promotion awards in fiscal 2023 to recognize their increased responsibilities and incentivize continued performance). In line with the above, the Compensation Committee does not target a specific market position when determining executive target compensation levels.
|
• • MIP: Zero bonus, equal to
• LTIP: Award with a grant date fair value of |
48CATALENT, INC. | 2023 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS
Thomas Castellano
|
• Base Salary:
• MIP:
• LTIP: Award with a grant date fair value of | |
Ricky Hopson | • Base Salary: $380,000
• • LTIP: Award with a grant date fair value of • Monthly stipend in the amount of $10,000 for | |
Steven L. Fasman
|
• • MIP: $135,000 bonus, equal to
• LTIP: Award with a grant date fair value of
| |
|
• • MIP: $135,000 bonus, equal to 2022) • LTIP: Award with a grant date fair value of • Award of RSUs with a grant date fair value of $2,000,097 granted in July 2022 in connection with his promotion and additional responsibilities
| |
|
• • MIP: Zero bonus, equal to
• LTIP: Award with a grant date fair value of |
COMPENSATION DISCUSSION AND ANALYSIS 2023 Proxy Statement | CATALENT, INC.49
|
• Base Salary: Increased by
• MIP:
• LTIP: Award with a grant date fair value of • 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
|
1 | Converted from pounds sterling to U.S. dollars at an exchange rate of |
COMPENSATION DISCUSSION AND ANALYSIS 2021 Proxy Statement | CATALENT, INC.47
Other Compensation Practices and Policies
The following is a description of Mr. Chiminski’s employment agreement, as well as of the provisions of employment agreements and offer letters with our other NEOs, (other than Mr. Joseph, whose employment with us ended on June 1, 2021), as in effect during fiscal 2021.2023. 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 2021“Fiscal 2023 Potential Payments upon Employment Termination or Change of Control TablesTables” and accompanying notes, beginning on page 59.64.
EMPLOYMENTAGREEMENTOFJOHNCHIMINSKI 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.”
50CATALENT, 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 current employment agreement, providesas amended, provided for a three-year employment term commencing August 23, 2017, which automatically extendsextended for successive one-year periods unless aeither party givesgave notice of non-renewal at least 60 days before the end of the then-current term. Notice of non-renewal was not given, so the agreement has automatically extended by its terms until at least August 23, 2022.
The terms includeincluded (1) an annual base salary of $1,025,000,$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, and (3) continued participation in our annual LTIP with a minimum annual target grant value of $5,625,000.
Under his agreement, Mr. Chiminski is entitled to participate$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.
On August 11, 2020, we entered into a further amendment ofEffective June 30, 2023, Mr. Chiminski retired from the Company. In connection with Mr. Chiminski’s employment agreement that increasedretirement from the Company, all of his base salarythen-outstanding equity awards will continue to $1,075,000, effective as of July 30, 2020, and increased his annual LTIP award to at least $9,075,000, effectivevest in accordance with the grant for the fiscal 2021-2023 performance period.
OFFERLETTERFORTHOMASCASTELLANO
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 our chief financial officer, setting forth certain terms of his promotion. The letter set his base salaryoutstanding award agreements and MIP target at $500,000 and $400,000, respectively, and provides that he willcontinues to be recommendedeligible to receive an LTIP grant for fiscal 2022 of $600,000.
OFFERLETTERFORSTEVENL.FASMAN
On March 13, 2018, we provided a letterfinancial planning reimbursements up 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 provides that he will 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.
OFFERLETTERFORKARENFLYNN
On November 20, 2019, we provided a letter to Ms. Flynn setting forth certain terms of her employment, with immediate effect. The letter set her base salary and MIP target at $540,000 and $400,000, respectively, offered a sign-on bonus of $200,000, and provides that she will be recommended to receive an LTIP grant for fiscal 2021 of $650,000 and an initial LTIP grant of $2,000,000 in consideration of her hire as a senior executive.
OFFERLETTERANDEMPLOYMENTAGREEMENTFORALESSANDROMASELLI
On January 31, 2019, we provided a letter to Mr. Maselli, with an effective date of February 13, 2019, in connection with his appointment as our president and chief operating officer, setting forth certain terms of his employment. The letter set his$15,000 (per calendar
48CATALENT, INC. | 2021 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS 2023 Proxy Statement | CATALENT, INC.51
base salary and MIP target at £385,000 and £310,000, respectively, and provides that he will receive an LTIP grantyear) for fiscal 2020one-year following his departure in accordance with the policy approved by the Compensation Committee for all members of $700,000. In addition, consistent with U.K. practice, wethe 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 ininto an employment agreement with Mr. MaselliCatalent 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 additional and customary terms of his employment. We increased Mr. Maselli’sher 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 July 2020,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 $640,000.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.
EXECUTIVESTOCKOWNERSHIPGUIDELINES
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
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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.
52CATALENT, INC. | 2023 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS
All of our NEOs complied with these guidelines during fiscal 2021.2023 and have remained in compliance through the date of this Proxy Statement.
Our Insider Trading Policy prohibits directors and all of our employees, including our executive officers, from engaging in any transactions that are designed to hedge or offset any decrease in the market value of our securities, including, but not limited to, through the use of financial instruments such as exchange funds, variable forward contracts, equity swaps, puts, calls, and other derivative instruments, or through the establishment of a short position in our securities. Though our Insider Trading Policy allows the pledging by our directors and employees, including our executive officers, of our securities in situations approved by our General Counsel, our current policy and practice is that no such pledging is allowed.
RISKASSESSMENTOFCOMPENSATIONPRACTICESANDPOLICIES
With the assistance of its independent consultant, the Compensation Committee annually reviews our compensation program from a risk perspective. Based on that review, the Compensation Committee believes that our program is not reasonably likely to have a material adverse effect on us and our shareholders. Our compensation program achieves this by striking an appropriate balance between short-term and long-term incentives, using a diversity of metrics to assess performance and payout under our incentive programs, placing caps on our incentive award payout opportunities, and having stock ownership and retention requirements. For example, our current long-term equity incentive program incorporates our financial performance and stock price into its performance measures and generally magnifies the impact of changes in our stock price as well as relative total shareholder returnRelative Return performance.
REPORT OF THE COMPENSATION COMMITTEE 2021 2023 Proxy Statement | CATALENT, INC.4953
SECTION 162(M)OFTHEINTERNALREVENUECODE
Subject to certain limitations and terms, § 162(m) of the Code and its implementing regulations provide that we may not deduct compensation of more than $1,000,000 paid in any year to our CEO and certain other executive officers. While we intend to structure executive compensation so as to minimize any limitation imposed by Code § 162(m), we will continue to maintain flexibility and the ability to pay competitive compensation by not requiring all compensation to be deductible to the extent that doing so is consistent with the best interests of our company and shareholders.
Report of the Compensation Committee
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on its review and discussions, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this Proxy Statement as filed on Schedule 14A with the SEC.
Submitted by the Compensation Committee:
Gregory T. Lucier, Chair
Michael J. Martin CarrollBarber
John J. GreischRolf Classon
Donald E. Morel, Jr.Frank D’Amelio
Stephanie Okey
Date: August 25, 2021December 6, 2023
5054CATALENT, INC. | 20212023 Proxy Statement EXECUTIVE COMPENSATION TABLES
The following tables summarize our NEO compensation:
Fiscal
PAGE
|
This table summarizes the compensation earned by or paid to our NEOs for fiscal years
| |
Fiscal
PAGE
|
This table summarizes all grants of plan-based awards made to our NEOs during fiscal
| |
Fiscal
PAGE
|
This table summarizes the unvested stock awards and all stock options held by our NEOs as of June 30,
| |
Fiscal
PAGE
|
This table summarizes our NEOs’ option exercises and stock award vesting during fiscal
| |
Fiscal
PAGE
|
This table summarizes the activity during fiscal
| |
Fiscal Payments upon Employment Termination or Change of Control Tables
PAGE
|
These tables summarize payments, rights, and benefits that would be provided to our NEOs in the event of certain employment terminations or a change of control, assuming such event occurred on June 30,
|
EXECUTIVE COMPENSATION TABLES 2021 2023 Proxy Statement | CATALENT, INC.5155
Fiscal 20212023 Summary Compensation Table
Name and Principal position
| Year
| Salary
| Bonus
| Stock
| Option
| Non-Equity
| All
| Total ($)(7)
| ||||||||||||||||||||||||
John Chiminski
|
| 2021
|
|
| 1,052,569
|
|
| -
|
|
| 6,689,674
|
|
| 2,722,522
|
|
| 2,000,000
|
|
| 116,374
|
|
| 12,581,139
|
| ||||||||
Chair and Chief Executive Officer
|
| 2020
|
|
| 963,915
|
|
| -
|
|
| 4,620,211
|
|
| 1,980,009
|
|
| 1,488,443
|
|
| 113,617
|
|
| 9,166,195
|
| ||||||||
2019 | 1,025,000 | - | 4,147,771 | 1,777,507 | 1,432,485 | 132,224 | 8,514,987 | |||||||||||||||||||||||||
Thomas Castellano(8)
|
| 2021
|
|
| 372,949
|
|
| -
|
|
| 964,123
|
|
| 82,507
|
|
| 337,003
|
|
| 21,964
|
|
| 1,778,546
|
| ||||||||
Senior Vice President and Chief Financial Officer
| ||||||||||||||||||||||||||||||||
Steven L. Fasman
|
| 2021
|
|
| 591,313
|
|
| -
|
|
| 791,744
|
|
| 210,008
|
|
| 670,036
|
|
| 54,504
|
|
| 2,317,605
|
| ||||||||
Senior Vice President, General Counsel & Secretary
|
| 2020
|
|
| 570,841
|
|
| -
|
|
| 722,661
|
|
| 202,501
|
|
| 468,585
|
|
| 52,086
|
|
| 2,016,674
|
| ||||||||
2019 | 550,000 | - | 455,109 | 195,003 | 437,705 | 50,715 | 1,688,532 | |||||||||||||||||||||||||
Karen Flynn(8)
|
| 2021
|
|
| 533,457
|
|
| -
|
|
| 455,156
|
|
| 195,002
|
|
| 558,640
|
|
| 54,425
|
|
| 1,796,680
|
| ||||||||
President, Biologics & Chief Commercial Officer
| 2020 | 251,491 | 200,000 | 2,000,010 | - | 190,789 | 23,091 | 2,665,381 | ||||||||||||||||||||||||
Alessandro Maselli
|
| 2021
|
|
| 639,689
|
|
| -
|
|
| 908,287
|
|
| 375,022
|
|
| 770,144
|
|
| 2,369,297
|
|
| 5,062,439
|
| ||||||||
President and Chief Operating Officer
|
| 2020
|
|
| 483,005
|
|
| -
|
|
| 490,140
|
|
| 210,008
|
|
| 436,827
|
|
| 1,174,679
|
|
| 2,794,659
|
| ||||||||
2019 | 450,266 | 315,096 | 135,010 | 299,518 | 680,669 | 1,880,559 | ||||||||||||||||||||||||||
Wetteny Joseph(9)
|
| 2021
|
|
| 525,735
|
|
| -
|
|
| 696,990
|
|
| 285,012
|
|
| -
|
|
| 81,112
|
|
| 1,588,849
|
| ||||||||
Senior Vice President and Chief Financial Officer
|
| 2020
|
|
| 516,812
|
|
| -
|
|
| 560,136
|
|
| 240,007
|
|
| 417,020
|
|
| 54,565
|
|
| 1,788,540
|
| ||||||||
2019 | 498,489 | - | 560,096 | 240,011 | 376,440 | 61,292 | 1,736,328 |
Name and Principal position(1)
| Year
| Salary
| Bonus
| Stock
| Option
| Non-Equity
| All
| Total ($)(7)
| ||||||||||||||||||||||||
Alessandro Maselli
|
| 2023
|
|
| 925,000
|
|
| -
|
|
| 3,850,216
|
|
| 1,650,019
|
|
| -
|
|
| 158,437
|
|
| 6,583,672
|
| ||||||||
President and Chief Executive Officer
|
| 2022
|
|
| 654,183
|
|
| -
|
|
| 1,190,169
|
|
| 510,008
|
|
| 733,000
|
|
| 146,670
|
|
| 3,234,030
|
| ||||||||
2021 | 639,689 | - | 908,287 | 375,022 | 770,144 | 1,866,588 | 4,559,730 | |||||||||||||||||||||||||
Thomas Castellano(8)
|
| 2023
|
|
| 443,654
|
|
| -
|
|
| 875,098
|
|
| 375,003
|
|
| -
|
|
| 1,036,228
|
|
| 2,729,983
|
| ||||||||
Former Senior Vice President and Chief Financial Officer
| 2022 | 500,000 | - | 420,150 | 180,016 | 548,240 | 22,661 | 1,671,067 | ||||||||||||||||||||||||
2021 | 372,949 | - | 964,123 | 82,507 | 337,003 | 21,964 | 1,778,546 | |||||||||||||||||||||||||
Ricky Hopson(9)
|
| 2023
|
|
| 380,000
|
|
| -
|
|
| 245,150
|
|
| 105,032
|
|
| 139,500
|
|
| 102,625
|
|
| 972,307
|
| ||||||||
President, Division Head for Clinical Development & Supply and Former Interim Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Steven L. Fasman(10)
|
| 2023
|
|
| 625,000
|
|
| -
|
|
| 1,050,221
|
|
| 450,025
|
|
| 135,000
|
|
| 50,053
|
|
| 2,310,299
|
| ||||||||
Former Executive Vice President & Chief Administrative Officer |
| 2022
|
|
| 600,000
|
|
| -
|
|
| 1,200,253
|
|
| 300,016
|
|
| 644,276
|
|
| 54,978
|
|
| 2,799,523
|
| ||||||||
2021 | 591,313 | - | 791,744 | 210,008 | 670,036 | 54,504 | 2,317,605 | |||||||||||||||||||||||||
Aristippos Gennadios(9)
|
| 2023
|
|
| 600,000
|
|
| -
|
|
| 2,700,277
|
|
| 300,017
|
|
| 135,000
|
|
| 64,263
|
|
| 3,799,557
|
| ||||||||
Group President, Pharma and Consumer Health
|
| 2022
|
|
| 485,769
|
|
| -
|
|
| 850,275
|
|
| 150,008
|
|
| 572,240
|
|
| 67,212
|
|
| 2,125,504
|
| ||||||||
John Chiminski
|
| 2023
|
|
| 700,000
|
|
| -
|
|
| 4,000,069
|
|
| -
|
|
| -
|
|
| 107,698
|
|
| 4,807,767
|
| ||||||||
Former Executive Chair
|
| 2022
|
|
| 1,075,000
|
|
| -
|
|
| 6,510,335
|
|
| 2,790,005
|
|
| 1,890,810
|
|
| 141,367
|
|
| 12,407,517
|
| ||||||||
2021 | 1,052,569 | - | 6,689,674 | 2,722,522 | 2,000,000 | 116,374 | 12,581,139 | |||||||||||||||||||||||||
Manja Boerman(9) (11)
|
| 2023
|
|
| 511,387
|
|
| -
|
|
| 2,455,217
|
|
| 195,022
|
|
| -
|
|
| 818,262
|
|
| 3,979,888
|
| ||||||||
Former President, Division Head for Biomodalities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
(1) |
|
(2) | Values reflect the amounts paid to the NEOs for each fiscal year reported. Amounts reported include the portion, if any, of base salary each NEO elected to defer under the Deferred Compensation Plan, as applicable. The |
(3) | Represents the aggregate grant date fair value of stock awards for fiscal years |
Name
|
| |||||||||
| ASC Topic 718 Value |
| ||||||||
Alessandro Maselli | 4,812,785 |
| ||||||||
Thomas Castellano | 1,093,889 | |||||||||
Ricky Hopson | 306,425 | |||||||||
Steven L. Fasman | 1,312,769 | |||||||||
Aristippos Gennadios
|
| 875,206 |
| |||||||
| ||||||||||
| ||||||||||
| ||||||||||
| 568,979
|
|
Relative Return PSUs are subject to market conditions, |
52CATALENT, INC. | 2021 Proxy Statement EXECUTIVE COMPENSATION TABLES
subject to forfeiture, respectively, on the vesting dates will depend on (x) our share price on such dates and (y) our performance according to the applicable performance criteria. |
56CATALENT, INC. | 2023 Proxy Statement EXECUTIVE COMPENSATION TABLES
The amount reported for |
(4) | Reflects nonqualified stock options |
(5) | Amounts reported reflect the MIP awards earned by our NEOs, |
(6) | The amounts set forth as “All Other Compensation” for fiscal |
Name | Employer 401(k) Matching Contributions ($)(A) | Employer Non- Qualified | Employer Qualified Non-US DC/ Pension Plan Contributions ($)(C) | Relocation Allowances & Benefits ($)(D) | Financial Services Reimbursement ($)(E) | Life Insurance Policy Reimbursement ($)(F) | Employer Health Benefit Cost | Other ($)(G) | Total ($) | Employer 401(k) Matching Contributions ($)(A) | Employer Non- Qualified | Assignment- Related Allowances & Benefits ($)(C) | Financial Services Reimbursement ($)(D) | Severance Benefits | Other ($)(F) | Total ($) | ||||||||||||||||||||||||||||||||||||||||||||||||
John Chiminski | 8,747 | 75,923 | - | - | 13,929 | 8,775 | 9,000 | - | 116,374 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Alessandro Maselli | - | - | 139,104 | 19,333 | - | - | 158,437 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Thomas Castellano | 12,964 | - | - | - | - | - | 9,000 | - | 21,964 | 10,831 | - | - | - | 1,025,397 | - | 1,036,228 | ||||||||||||||||||||||||||||||||||||||||||||||||
Ricky Hopson | 12,800 | 23,386 | - | 16,439 | - | 50,000 | 102,625 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Steven L. Fasman | 12,357 | 17,625 | - | - | 15,522 | - | 9,000 | - | 54,504 | 12,700 | 18,724 | - | 16,629 | - | 2,000 | 50,053 | ||||||||||||||||||||||||||||||||||||||||||||||||
Karen Flynn | 14,026 | 15,911 | - | - | 15,488 | - | 9,000 | - | 54,425 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aristippos Gennadios | 14,200 | 35,063 | - | 15,000 | - | - | 64,263 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Alessandro Maselli | - | - | 35,183 | 2,281,691 | 18,136 | - | 34,287 | - | 2,369,297 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
John Chiminski | 10,044 | 78,114 | - | 10,765 | - | 8,775 | 107,698 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Wetteny Joseph | 13,170 | 7,362 | - | - | 15,522 | - | 8,250 | 36,808 | 81,112 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Manja Boerman | - | - | 818,262 | - | - | - | 818,262 |
(A) |
|
(B) | Represents company contributions under our |
(C) | Mr. Maselli |
|
$562,616. The amounts reported in this column for Dr. Boerman also include allowances paid during May 2023 and June 2023 while we were continuing to negotiate the terms of her separation for car, cost of living, housing and pension in the amounts of $4,192, $6,378, $11,742 and $15,105, respectively. Dr. Boerman became eligible for health care coverage in the U.S. effective September 1, 2022. The amount reported includes the U.S. employer health benefit cost during fiscal 2023 in the amount of $27,735, including costs paid prior to the start of her assignment in October 2022 and while negotiating the terms of her separation (during May 2023 and June 2023) in the amount of $8,367. Amounts reported in this column include certain benefits that were paid in |
Each of the NEOs, pursuant to the terms of an employment agreement or otherwise, is entitled to services, which may be |
(E) | The amount reported for Mr. Castellano includes a severance benefit in the amount of $1,000,012 that will be paid over a one-year period following his separation from Catalent on April 21, 2023 and a one-time payment of $25,385 representing unused paid-time-off for fiscal 2023. |
(F) | The amount reported for Mr. Hopson includes an aggregate stipend of $50,000 paid in connection with Mr. Hopson’s services as Interim Chief Financial Officer from April through June 2023. The amount reported for Mr. Fasman represents contributions we made under our Catalent Cares matching gift program. Mr. Chiminski’s employment agreement |
|
(7) | We have not included columns reporting any amount as “Change in Pension Value and Nonqualified Deferred Compensation Earnings” because none of our NEOs received or earned any above-market or preferential earnings during |
(8) | The grants awarded to Mr. Castellano in fiscal 2023 were cancelled in accordance with their terms when his employment ended on April 21, 2023. |
(9) | Mr. Hopson, Dr. Gennadios, and |
|
(11) | All outstanding unvested equity-based awards granted to Dr. Boerman, including the awards granted during fiscal 2023 and shown in the table above, will be cancelled in accordance with their terms upon her termination by mutual consent when such negotiations are complete. |
EXECUTIVE COMPENSATION TABLES 2021 2023 Proxy Statement | CATALENT, INC.5357
Fiscal 20212023 Grants of Plan-Based Awards Table
Estimated Possible Payouts Incentive Plan Awards(1) |
Estimated Future Payments under Equity Incentive Plan Awards(2) | All Other (#)
| All Other
| Exercise
| Grant Date Option
| |||||||||||||||||||||||||||||||||||||||||||
Name
| Grant
| Threshold
| Target
| Max
| Threshold (#)
| Target
| Max
| |||||||||||||||||||||||||||||||||||||||||
John Chiminski |
|
|
|
| 302,400 |
|
| 1,350,000 |
|
| 2,497,500 |
|
|
|
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||||
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| - |
|
| - |
|
| - |
|
| - |
|
| 111,762 |
|
| 88.10 |
|
| 2,722,522 |
| |||||||||||||
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| - |
|
| - |
|
| - |
|
| 20,602 |
|
| - |
|
| - |
|
| 1,815,036 |
| |||||||||||||
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| 12,876 |
|
| 25,752 |
|
| 51,504 |
|
| - |
|
| - |
|
| - |
|
| 2,268,751 |
| |||||||||||||
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| 11,144 |
|
| 22,287 |
|
| 33,431 |
|
| - |
|
| - |
|
| - |
|
| 2,268,817 |
| |||||||||||||
| 8/27/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,843 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 337,070 |
| |||||||||||||
Thomas Castellano |
|
|
|
| 54,052 |
|
| 241,303 |
|
| 446,411 |
|
|
|
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||||
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| - |
|
| - |
|
| - |
|
| - |
|
| 3,387 |
|
| 88.10 |
|
| 82,507 |
| |||||||||||||
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| - |
|
| - |
|
| - |
|
| 625 |
|
| - |
|
| - |
|
| 55,063 |
| |||||||||||||
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| 391 |
|
| 781 |
|
| 1,562 |
|
|
|
|
| - |
|
| - |
|
| 68,806 |
| |||||||||||||
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| 338 |
|
| 676 |
|
| 1,014 |
|
|
|
|
| - |
|
| - |
|
| 68,817 |
| |||||||||||||
| 8/27/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 21,314 |
| |||||||||||||
| 1/27/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4,565 |
|
|
|
|
|
|
|
| 500,096 |
| |||||||||||||
| 6/1/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,451 |
|
|
|
|
|
|
|
| 250,027 |
| |||||||||||||
Steven L. Fasman |
|
|
|
| 103,040 |
|
| 460,000 |
|
| 851,000 |
|
|
|
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||||
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8,621 |
|
| 88.10 |
|
| 210,008 |
| |||||||||||||
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,590 |
|
|
|
|
|
|
|
| 140,079 |
| |||||||||||||
| 7/30/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,838 |
|
|
|
|
|
|
|
| 250,028 |
| |||||||||||||
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| 994 |
|
| 1,987 |
|
| 3,974 |
|
|
|
|
|
|
|
|
|
|
| 175,055 |
| |||||||||||||
| 7/30/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 860 |
|
| 1,720 |
|
| 2,580 |
|
|
|
|
|
|
|
|
|
|
| 175,096 |
| |||||||||||||
| 8/27/2020 |
|
| - |
|
| - |
|
| - |
|
|
|
|
|
|
|
| 587 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 51,486 |
| |||||||||||||
Karen Flynn |
|
|
|
| 89,600 |
|
| 400,000 |
|
| 740,000 |
|
|
|
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||||
| 7/30/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8,005 |
|
| 88.10 |
|
| 195,002 |
| |||||||||||||
| 7/30/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,476 |
|
|
|
|
|
|
|
| 130,036 |
| |||||||||||||
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| 923 |
|
| 1,845 |
|
| 3,690 |
|
|
|
|
|
|
|
|
|
|
| 162,545 |
| |||||||||||||
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| 799 |
|
| 1,597 |
|
| 2,396 |
|
|
|
|
|
|
|
|
|
|
| 162,575 |
| |||||||||||||
Alessandro Maselli |
|
|
|
| 118,435 |
|
| 528,727 |
|
| 978,145 |
|
|
|
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||||
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 15,395 |
|
| 88.10 |
|
| 375,022 |
| |||||||||||||
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,838 |
|
|
|
|
|
|
|
| 250,028 |
| |||||||||||||
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| 1,774 |
|
| 3,548 |
|
| 7,096 |
|
|
|
|
|
|
|
|
|
|
| 312,579 |
| |||||||||||||
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| 1,535 |
|
| 3,070 |
|
| 4,605 |
|
|
|
|
|
|
|
|
|
|
| 312,526 |
| |||||||||||||
| 8/27/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 33,154 |
| |||||||||||||
Wetteny Joseph(6) |
|
|
|
| 105,280 |
|
| 470,000 |
|
| 869,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
| 7/30/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 11,700 |
|
| 88.10 |
|
| 285,012 |
| |||||||||||||
| 7/30/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,157 |
|
|
|
|
|
|
|
| 190,032 |
| |||||||||||||
| 7/30/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,348 |
|
| 2,696 |
|
| 5,392 |
|
|
|
|
|
|
|
|
|
|
| 237,518 |
| |||||||||||||
| 7/30/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,167 |
|
| 2,334 |
|
| 3,501 |
|
|
|
|
|
|
|
|
|
|
| 237,601 |
| |||||||||||||
| 8/27/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 363 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 31,839 |
| |||||||||||||
Estimated Possible Payouts Incentive Plan Awards(1) |
Estimated Future Payments under Equity Incentive Plan Awards(2) | All Other (#)
| All Other
| Exercise
| Grant Date Option
| |||||||||||||||||||||||||||||||||||||||||||
Name
| Grant
| Threshold
| Target
| Max
| Threshold (#)
| Target
| Max
| |||||||||||||||||||||||||||||||||||||||||
Alessandro Maselli |
|
|
|
| 228,032 |
|
| 1,018,000 |
|
| 2,036,000 |
|
|
|
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||||
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| - |
|
| - |
|
| - |
|
| - |
|
| 44,427 |
|
| 107.63 |
|
| 1,650,019 |
| |||||||||||||
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| - |
|
| - |
|
| - |
|
| 10,221 |
|
| - |
|
| - |
|
| 1,100,086 |
| |||||||||||||
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| 6,388 |
|
| 12,776 |
|
| 25,552 |
|
| - |
|
| - |
|
| - |
|
| 1,375,081 |
| |||||||||||||
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| 6,948 |
|
| 13,895 |
|
| 20,843 |
|
| - |
|
| - |
|
| - |
|
| 1,375,049 |
| |||||||||||||
Thomas Castellano(6) |
|
|
|
| 100,800 |
|
| 450,000 |
|
| 900,000 |
|
|
|
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||||
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| - |
|
| - |
|
| - |
|
| - |
|
| 10,097 |
|
| 107.63 |
|
| 375,003 |
| |||||||||||||
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| - |
|
| - |
|
| - |
|
| 2,323 |
|
| - |
|
| - |
|
| 250,024 |
| |||||||||||||
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| 1,452 |
|
| 2,904 |
|
| 5,808 |
|
| - |
|
| - |
|
| - |
|
| 312,558 |
| |||||||||||||
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| 1,579 |
|
| 3,158 |
|
| 4,737 |
|
| - |
|
| - |
|
| - |
|
| 312,516 |
| |||||||||||||
Ricky Hopson |
|
|
|
| 69,440 |
|
| 310,000 |
|
| 620,000 |
|
|
|
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||||
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| - |
|
| - |
|
| - |
|
| - |
|
| 2,828 |
|
| 107.63 |
|
| 105,032 |
| |||||||||||||
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| - |
|
| - |
|
| - |
|
| 651 |
|
| - |
|
| - |
|
| 70,067 |
| |||||||||||||
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| 407 |
|
| 813 |
|
| 1,626 |
|
| - |
|
| - |
|
| - |
|
| 87,503 |
| |||||||||||||
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| 443 |
|
| 885 |
|
| 1,328 |
|
| - |
|
| - |
|
| - |
|
| 87,580 |
| |||||||||||||
Steven L. Fasman(7) |
|
|
|
| 112,000 |
|
| 500,000 |
|
| 1,000,000 |
|
|
|
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||||
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| - |
|
| - |
|
| - |
|
| - |
|
| 12,117 |
|
| 107.63 |
|
| 450,025 |
| |||||||||||||
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| - |
|
| - |
|
| - |
|
| 2,788 |
|
| - |
|
| - |
|
| 300,072 |
| |||||||||||||
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| 1,743 |
|
| 3,485 |
|
| 6,970 |
|
| - |
|
| - |
|
| - |
|
| 375,091 |
| |||||||||||||
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| 1,895 |
|
| 3,790 |
|
| 5,685 |
|
| - |
|
| - |
|
| - |
|
| 375,058 |
| |||||||||||||
Aristippos Gennadios |
|
|
|
| 112,000 |
|
| 500,000 |
|
| 1,000,000 |
|
|
|
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||||
| 7/01/2022 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| - |
|
| - |
|
| - |
|
| 18,689 |
|
| - |
|
| - |
|
| 2,000,097 |
| |||||||||||||
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| - |
|
| - |
|
| - |
|
| - |
|
| 8,078 |
|
| 107.63 |
|
| 300,017 |
| |||||||||||||
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| - |
|
| - |
|
| - |
|
| 1,859 |
|
| - |
|
| - |
|
| 200,084 |
| |||||||||||||
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| 1,162 |
|
| 2,323 |
|
| 4,646 |
|
| - |
|
| - |
|
| - |
|
| 250,024 |
| |||||||||||||
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| 1,264 |
|
| 2,527 |
|
| 3,791 |
|
| - |
|
| - |
|
| - |
|
| 250,072 |
| |||||||||||||
John Chiminski |
|
|
|
| 156,800 |
|
| 700,000 |
|
| 1,400,000 |
|
|
|
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||||
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| - |
|
| - |
|
| - |
|
| 37,165 |
|
| - |
|
| - |
|
| 4,000,069 |
| |||||||||||||
Manja Boerman(8) |
|
|
|
| 89,600 |
|
| 400,000 |
|
| 800,000 |
|
|
|
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||||
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| - |
|
| - |
|
| - |
|
| - |
|
| 5,251 |
|
| 107.63 |
|
| 195,022 |
| |||||||||||||
|
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| - |
|
| - |
|
| - |
|
| 1,208 |
|
| - |
|
| - |
|
| 130,017 |
| ||||||||||||
|
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| 755 |
|
| 1,510 |
|
| 3,020 |
|
| - |
|
| - |
|
| - |
|
| 162,521 |
| ||||||||||||
|
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| 822 |
|
| 1,643 |
|
| 2,465 |
|
| - |
|
| - |
|
| - |
|
| 162,591 |
| ||||||||||||
|
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
|
|
|
| 9,292 |
|
| 18,583 |
|
| 37,166 |
|
| - |
|
| - |
|
| - |
|
| 2,000,088 |
|
(1) | For each NEO, represents potential cash payments for fiscal |
54CATALENT, INC. | 2021 Proxy Statement EXECUTIVE COMPENSATION TABLES
(2) |
|
58CATALENT, INC. | 2023 Proxy Statement EXECUTIVE COMPENSATION TABLES
(3) | Represents RSUs granted to the NEOs during fiscal |
(4) | Represents |
(5) | The values of equity-based grants presented in this table were calculated in accordance with FASB ASC Topic 718 using the assumptions discussed in Note 14, “Stock-Based Compensation,” to the consolidated financial statements included in our |
(6) |
|
(7) | The grants awarded to Mr. Fasman in fiscal 2023 were cancelled in accordance with their terms when his employment ended on September 13, 2023. |
(8) | All outstanding unvested equity-based awards granted to Dr. Boerman, including the awards granted during fiscal 2023 and shown in the table above, will be cancelled in accordance with their terms upon her termination by mutual consent when such negotiations are complete. |
Fiscal 2023 Outstanding Equity Awards at Year-End Table
Option Awards(1) | Stock Awards | |||||||||||||||||||||||||||||||||||||
Name | Grant | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date(2) | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Market or Rights That Have Not ($)(4)(5) | |||||||||||||||||||||||||||||
(a)
| Date
| (b)
| (c)
| (e)
| (f)
| (g)
| (h)
| (i)
| (j)
| |||||||||||||||||||||||||||||
Alessandro Maselli |
| 7/26/2022 |
|
| - |
|
| 44,427 |
|
| 107.63 |
|
| 7/26/2032 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 10,221 |
|
| 443,183 |
|
| - |
|
| - |
| ||||||||||
|
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 6,388 |
|
| 276,984 |
| ||||||||||
|
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 6,948 |
|
| 301,265 |
| ||||||||||
|
| 7/26/2021 |
|
| 3,892 |
|
| 11,676 |
|
| 113.00 |
|
| 7/26/2031 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/26/2021 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 3,009 |
|
| 130,470 |
|
| - |
|
| - |
| ||||||||||
|
| 7/26/2021 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 1,881 |
|
| 81,560 |
| ||||||||||
|
| 7/26/2021 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 1,949 |
|
| 84,509 |
| ||||||||||
|
| 7/30/2020 |
|
| 7,696 |
|
| 7,699 |
|
| 88.10 |
|
| 7/30/2030 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 2,838 |
|
| 123,056 |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 3,761 |
|
| 163,077 |
|
| - |
|
| - |
| ||||||||||
|
| 7/22/2019 |
|
| 10,299 |
|
| 3,436 |
|
| 54.94 |
|
| 7/22/2029 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/23/2018 |
|
| 10,523 |
|
| - |
|
| 43.88 |
|
| 7/23/2028 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/24/2017 |
|
| 10,375 |
|
| - |
|
| 36.02 |
|
| 7/24/2027 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 9/08/2016 |
|
| 11,093 |
|
| - |
|
| 23.89 |
|
| 9/8/2026 |
|
|
| - |
|
| - |
|
| - |
|
| - |
|
EXECUTIVE COMPENSATION TABLES 2021 2023 Proxy Statement | CATALENT, INC.5559
Option Awards(1) | Stock Awards | |||||||||||||||||||||||||||||||||||||
Name | Grant | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date(2) | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Market or Rights That Have Not ($)(4)(5) | |||||||||||||||||||||||||||||
(a)
| Date
| (b)
| (c)
| (e)
| (f)
| (g)
| (h)
| (i)
| (j)
| |||||||||||||||||||||||||||||
Thomas Castellano(6) |
| 7/26/2021 |
|
| 1,373 |
|
| - |
|
| 113.00 |
|
| 7/26/2031 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| 1,692 |
|
| - |
|
| 88.10 |
|
| 7/30/2030 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/22/2019 |
|
| 2,698 |
|
| - |
|
| 54.94 |
|
| 7/22/2029 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/23/2018 |
|
| 2,806 |
|
| - |
|
| 43.88 |
|
| 7/23/2028 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/24/2017 |
|
| 1,730 |
|
| - |
|
| 36.02 |
|
| 7/24/2027 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
Ricky Hopson |
| 7/26/2022 |
|
| - |
|
| 2,828 |
|
| 107.63 |
|
| 7/26/2032 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 651 |
|
| 28,227 |
|
| - |
|
| - |
| ||||||||||
|
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 407 |
|
| 17,648 |
| ||||||||||
|
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 443 |
|
| 19,208 |
| ||||||||||
|
| 7/26/2021 |
|
| 641 |
|
| 1,924 |
|
| 113.00 |
|
| 7/26/2031 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/26/2021 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 496 |
|
| 21,507 |
|
| - |
|
| - |
| ||||||||||
|
| 7/26/2021 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 310 |
|
| 13,442 |
| ||||||||||
|
| 7/26/2021 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 321 |
|
| 13,919 |
| ||||||||||
|
| 6/01/2021 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 3,432 |
|
| 148,812 |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| 1,526 |
|
| 1,529 |
|
| 88.10 |
|
| 7/30/2020 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 563 |
|
| 24,412 |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 747 |
|
| 32,390 |
|
| - |
|
| - |
| ||||||||||
|
| 7/22/2019 |
|
| 2,432 |
|
| 1,218 |
|
| 54.94 |
|
| 7/22/2029 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/23/2018 |
|
| 2,622 |
|
| - |
|
| 43.88 |
|
| 7/23/2028 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/24/2017 |
|
| 1,550 |
|
| - |
|
| 36.02 |
|
| 7/24/2027 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
Steven L. Fasman(7) |
| 7/26/2022 |
|
| - |
|
| 12,117 |
|
| 107.63 |
|
| 7/26/2032 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 2,788 |
|
| 120,888 |
|
| - |
|
| - |
| ||||||||||
|
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 1,743 |
|
| 75,576 |
| ||||||||||
|
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 1,895 |
|
| 82,167 |
| ||||||||||
|
| 1/03/2022 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 4,017 |
|
| 174,177 |
|
| - |
|
| - |
| ||||||||||
|
| 7/26/2021 |
|
| 2,289 |
|
| 6,869 |
|
| 113.00 |
|
| 7/26/2031 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/26/2021 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 1,770 |
|
| 76,747 |
|
| - |
|
| - |
| ||||||||||
|
| 7/26/2021 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 1,107 |
|
| 48,000 |
| ||||||||||
|
| 7/26/2021 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 1,147 |
|
| 49,734 |
| ||||||||||
|
| 7/30/2020 |
|
| 2,155 |
|
| 4,311 |
|
| 88.10 |
|
| 7/30/2030 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 1,590 |
|
| 68,942 |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 2,838 |
|
| 123,056 |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 2,107 |
|
| 91,360 |
|
| - |
|
| - |
| ||||||||||
|
| 7/22/2019 |
|
| 3,311 |
|
| 3,311 |
|
| 54.94 |
|
| 7/22/2029 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/23/2018 |
|
| 3,802 |
|
| - |
|
| 43.88 |
|
| 7/23/2028 |
|
|
| - |
|
| - |
|
| - |
|
| - |
|
Fiscal 2021 Outstanding Equity-Based Awards at Year-End Table
Option Awards(1) | Stock Awards | |||||||||||||||||||||||||||||||||||||
Name | Grant | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date(2) | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stocks That Have Not Vested ($)(4) | Equity Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Payout Value Rights That Have Not ($)(4) | |||||||||||||||||||||||||||||
(a)
| Date
| (b)
| (c)
| (e)
| (f)
| (g)
| (h)
| (i)
| (j)
| |||||||||||||||||||||||||||||
John Chiminski |
| 7/30/2020 |
|
| - |
|
| 111,762 |
|
| 88.10 |
|
| 7/30/2030 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 20,602 |
|
| 2,227,488 |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 51,504 |
|
| 5,568,612 |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 33,431 |
|
| 3,614,560 |
| ||||||||||
|
| 7/22/2019 |
|
| - |
|
| 97,123 |
|
| 54.94 |
|
| 7/22/2029 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/22/2019 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 24,027 |
|
| 2,597,799 |
|
| - |
| - |
| |||||||||||
|
| 7/22/2019 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 60,066 |
|
| 6,494,336 |
| ||||||||||
|
| 7/22/2019 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 39,209 |
|
| 4,239,277 |
| ||||||||||
|
| 7/23/2018 |
|
| - |
|
| 69,273 |
|
| 43.88 |
|
| 7/23/2028 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/23/2018 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 27,006 |
|
| 2,919,889 |
|
| - |
|
| - |
| ||||||||||
|
| 7/23/2018 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 67,514 |
|
| 7,299,614 |
| ||||||||||
|
| 7/23/2018 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 46,519 |
|
| 5,029,634 |
| ||||||||||
|
| 8/23/2017 |
|
| - |
|
| 15,264 |
|
| 34.91 |
|
| 8/23/2027 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/24/2017 |
|
| - |
|
| 25,939 |
|
| 36.02 |
|
| 7/24/2027 |
|
|
|
|
|
|
|
|
| - |
|
| - |
| ||||||||||
Thomas Castellano |
| 6/1/2021 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 2,451 |
|
| 265,002 |
|
| - |
|
| - |
| ||||||||||
|
| 1/27/2021 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 4,565 |
|
| 493,568 |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| 3,387 |
|
| 88.10 |
|
| 7/30/2030 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 625 |
|
| 67,575 |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 1,562 |
|
| 168,883 |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 1,014 |
|
| 109,634 |
| ||||||||||
|
| 7/22/2019 |
|
| - |
|
| 4,047 |
|
| 54.94 |
|
| 7/22/2029 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/22/2019 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 1,002 |
|
| 108,336 |
|
| - |
|
| - |
| ||||||||||
|
| 7/22/2019 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 2,504 |
|
| 270,732 |
| ||||||||||
|
| 7/22/2019 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 1,635 |
|
| 176,776 |
| ||||||||||
|
| 7/23/2018 |
|
| - |
|
| 2,806 |
|
| 43.88 |
|
| 7/23/2028 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/23/2018 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 1,094 |
|
| 118,283 |
|
| - |
|
| - |
| ||||||||||
|
| 7/23/2018 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 2,736 |
|
| 295,816 |
| ||||||||||
|
| 7/23/2018 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 1,886 |
|
| 203,914 |
| ||||||||||
|
| 7/24/2017 | (6) |
| - |
|
| 1,730 |
|
| 36.02 |
|
| 7/24/2027 |
|
|
| - |
|
| - |
|
| - |
|
| - |
|
5660CATALENT, INC. | 20212023 Proxy Statement EXECUTIVE COMPENSATION TABLES
Option Awards(1) | Stock Awards | |||||||||||||||||||||||||||||||||||||
Name | Grant | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date(2) | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stocks That Have Not Vested ($)(4) | Equity Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Payout Value Rights That Have Not ($)(4) | |||||||||||||||||||||||||||||
(a)
| Date
| (b)
| (c)
| (e)
| (f)
| (g)
| (h)
| (i)
| (j)
| |||||||||||||||||||||||||||||
Steven L. Fasman |
| 7/30/2020 |
|
| - |
|
| 8,621 |
|
| 88.10 |
|
| 7/30/2030 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 1,590 |
|
| 171,911 |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 2,838 |
|
| 306,845 |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 3,974 |
|
| 429,669 |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 2,580 |
|
| 278,950 |
| ||||||||||
|
| 7/22/2019 |
|
| 3,311 |
|
| 9,933 |
|
| 54.94 |
|
| 7/22/2029 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/22/2019 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 2,458 |
|
| 265,759 |
|
| - |
|
| - |
| ||||||||||
|
| 7/22/2019 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 6,144 |
|
| 664,289 |
| ||||||||||
|
| 7/22/2019 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
|
|
|
| - |
|
| 4,011 |
|
| 433,669 |
| ||||||||||
|
| 7/22/2019 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 4,551 |
|
| 492,054 |
|
| - |
|
| - |
| ||||||||||
|
| 7/23/2018 |
|
| - |
|
| 7,601 |
|
| 43.88 |
|
| 7/23/2028 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/23/2018 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 2,963 |
|
| 320,360 |
|
| - |
|
| - |
| ||||||||||
|
| 7/23/2018 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 7,407 |
|
| 800,845 |
| ||||||||||
|
| 7/23/2018 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 5,104 |
|
| 551,844 |
| ||||||||||
|
| 7/24/2017 |
|
| - |
|
| 4,683 |
|
| 36.02 |
|
| 7/24/2027 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
Karen Flynn |
| 1/8/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 26,465 |
|
| 2,861,396 |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| 8,005 |
|
| 88.10 |
|
| 7/30/2030 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 1,476 |
|
| 159,585 |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 3,690 |
|
| 398,963 |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 2,396 |
|
| 259,056 |
| ||||||||||
Alessandro Maselli |
| 7/30/2020 |
|
| - |
|
| 15,395 |
|
| 88.10 |
|
| 7/30/2030 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 2,838 |
|
| 306,845 |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 7,096 |
|
| 767,220 |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 4,605 |
|
| 497,893 |
| ||||||||||
|
| 7/22/2019 |
|
| 3,433 |
|
| 10,302 |
|
| 54.94 |
|
| 7/22/2029 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/22/2019 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 2,549 |
|
| 275,598 |
|
| - |
|
| - |
| ||||||||||
|
| 7/22/2019 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 6,372 |
|
| 688,941 |
| ||||||||||
|
| 7/22/2019 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 4,160 |
|
| 449,779 |
| ||||||||||
|
| 7/23/2018 |
|
| 5,260 |
|
| 5,263 |
|
| 43.88 |
|
| 7/23/2028 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/23/2018 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 2,052 |
|
| 221,862 |
|
| - |
|
| - |
| ||||||||||
|
| 7/23/2018 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 5,128 |
|
| 554,439 |
| ||||||||||
|
| 7/23/2018 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 3,534 |
|
| 382,096 |
| ||||||||||
|
| 7/24/2017 |
|
| 7,779 |
|
| 2,596 |
|
| 36.02 |
|
| 7/24/2027 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 9/8/2016 |
|
| 11,093 |
|
| - |
|
| 23.89 |
|
| 9/8/2026 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
Wetteny Joseph(6) |
|
|
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| - |
|
| - |
|
Option Awards(1) | Stock Awards | |||||||||||||||||||||||||||||||||||||
Name | Grant | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date(2) | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Market or Rights That Have Not ($)(4)(5) | |||||||||||||||||||||||||||||
(a)
| Date
| (b)
| (c)
| (e)
| (f)
| (g)
| (h)
| (i)
| (j)
| |||||||||||||||||||||||||||||
Aristippos Gennadios |
| 7/26/2022 |
|
| - |
|
| 8,078 |
|
| 107.63 |
|
| 7/26/2032 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 1,859 |
|
| 80,606 |
|
| - |
|
| - |
| ||||||||||
|
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 1,162 |
|
| 50,384 |
| ||||||||||
|
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 1,264 |
|
| 54,807 |
| ||||||||||
|
| 7/01/2022 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 18,689 |
|
| 810,355 |
|
| - |
|
| - |
| ||||||||||
|
| 1/03/2022 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 4,017 |
|
| 174,177 |
|
| - |
|
| - |
| ||||||||||
|
| 7/26/2021 |
|
| 1,144 |
|
| 3,435 |
|
| 113.00 |
|
| 7/26/2031 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/26/2021 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 885 |
|
| 38,374 |
|
| - |
|
| - |
| ||||||||||
|
| 7/26/2021 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 554 |
|
| 24,021 |
| ||||||||||
|
| 7/26/2021 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 574 |
|
| 24,889 |
| ||||||||||
|
| 7/30/2020 |
|
| 3,078 |
|
| 3,080 |
|
| 88.10 |
|
| 7/30/2030 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 1,136 |
|
| 49,257 |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 1,505 |
|
| 65,257 |
|
| - |
|
| - |
| ||||||||||
|
| 7/22/2019 |
|
| 6,621 |
|
| 2,209 |
|
| 54.94 |
|
| 7/22/2029 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/23/2018 |
|
| 10,523 |
|
| - |
|
| 43.88 |
|
| 7/23/2028 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/24/2017 |
|
| 3,243 |
|
| - |
|
| 36.02 |
|
| 7/24/2027 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
John Chiminski |
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 37,165 |
|
| 1,611,474 |
|
| - |
|
| - |
| ||||||||||
|
| 7/26/2021 |
|
| 21,291 |
|
| 63,874 |
|
| 113.00 |
|
| 7/26/2031 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/26/2021 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 16,461 |
|
| 713,749 |
|
| - |
|
| - |
| ||||||||||
|
| 7/26/2021 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 6,859 |
|
| 297,406 |
| ||||||||||
|
| 7/26/2021 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 7,107 |
|
| 308,160 |
| ||||||||||
|
| 7/30/2020 |
|
| 55,880 |
|
| 55,882 |
|
| 88.10 |
|
| 7/30/2030 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 20,602 |
|
| 893,303 |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 27,298 |
|
| 1,183,641 |
|
| - |
|
| - |
| ||||||||||
|
| 7/22/2019 |
|
| 64,748 |
|
| 32,375 |
|
| 54.94 |
|
| 7/22/2029 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/23/2018 |
|
| 34,638 |
|
| - |
|
| 43.88 |
|
| 7/23/2028 |
|
|
| - |
|
| - |
|
| - |
|
| - |
|
|
EXECUTIVE COMPENSATION TABLES 2021 2023 Proxy Statement | CATALENT, INC.5761
Option Awards(1) | Stock Awards | |||||||||||||||||||||||||||||||||||||
Name | Grant | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date(2) | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Market or Rights That Have Not ($)(4)(5) | |||||||||||||||||||||||||||||
(a)
| Date
| (b)
| (c)
| (e)
| (f)
| (g)
| (h)
| (i)
| (j)
| |||||||||||||||||||||||||||||
Manja Boerman(8) |
| 7/26/2022 |
|
| - |
|
| 5,251 |
|
| 107.63 |
|
| 7/26/2032 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 1,208 |
|
| 52,379 |
|
| - |
|
| - |
| ||||||||||
|
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 755 |
|
| 32,737 |
| ||||||||||
|
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 822 |
|
| 35,642 |
| ||||||||||
|
| 7/26/2022 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 18,583 |
|
| 805,759 |
| ||||||||||
|
| 1/03/2022 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 4,017 |
|
| 174,177 |
|
| - |
|
| - |
| ||||||||||
|
| 7/26/2021 |
|
| 1,144 |
|
| 3,435 |
|
| 113.00 |
|
| 7/26/2031 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/26/2021 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 885 |
|
| 38,374 |
|
| - |
|
| - |
| ||||||||||
|
| 7/26/2021 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 554 |
|
| 24,021 |
| ||||||||||
|
| 7/26/2021 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
|
| - |
|
| 574 |
|
| 24,889 |
| ||||||||||
|
| 7/30/2020 |
|
| 3,078 |
|
| 3,080 |
|
| 88.10 |
|
| 7/30/2030 |
|
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 1,136 |
|
| 49,257 |
|
| - |
|
| - |
| ||||||||||
|
| 7/30/2020 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 1,505 |
|
| 65,257 |
|
| - |
|
| - |
| ||||||||||
|
| 12/2/2019 |
|
| 6,333 |
|
| 2,112 |
|
| 51.43 |
|
| 12/2/2029 |
|
|
| - |
|
| - |
|
| - |
|
| - |
|
(1) | Unvested outstanding time-based options are scheduled to vest on the applicable anniversaries of the |
(2) |
|
(3) | The |
The amounts shown also include PSUs granted on July 30, 2020 that were earned as of the end of the three-year performance period ending on June 30, 2023 and vested on December 8, 2023, the date the Compensation Committee certified the attainment of actual performance levels achieved relative to the pre-determined Adjusted EPS performance targets. No portion of the PSUs granted on July 30, 2020 were earned based on performance relative to pre-determined Relative Return performance targets.
As described in the section of the Proxy Statement entitled “Fiscal 2023 Potential Payments Upon Employment Termination or Change in Control,” all or a portion of the RSUs or PSUs may vest earlier in connection with a change of control of our company or certain terminations of employment.
(4) | Shares/units are valued based on the |
(5) |
|
(6) | Mr. |
(7) | Mr. Fasman’s employment ended on September 13, 2023. As a result of his departure, all of his outstanding unvested awards were immediately forfeited. In addition, Mr. Fasman has the right to exercise all vested stock options within 90 days of his departure. |
(8) | Dr. Boerman was offered “garden leave” for the entirety of the six months’ notice period under her employment agreement while we continue to negotiate the terms of her separation. All of her outstanding unvested awards will be forfeited based on the existing terms of the awards, in connection with her termination by mutual consent when such negotiations are complete. Dr. Boerman will have the right to exercise all vested stock options within 90 days of her separation. |
62CATALENT, INC. | 2023 Proxy Statement EXECUTIVE COMPENSATION TABLES
Fiscal 20212023 Option Exercises and Stock Vested Table
Option Awards | Stock Awards | Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||
Name | Number of (#) | Value Realized ($)(1) |
| Number of (#)(2) | Value Realized ($) | Number of (#) | Value Realized ($) |
| Number of (#)(1) | Value Realized ($)(2) | ||||||||||||||||||||||||||||||
John Chiminski |
| 363,379 |
|
| 22,373,695 |
|
| 170,616 |
|
| 14,829,242 |
| ||||||||||||||||||||||||||||
Alessandro Maselli |
| - |
|
| - |
|
| 13,081 |
|
| 1,355,829 |
| ||||||||||||||||||||||||||||
Thomas Castellano |
| 6,875 |
|
| 483,080 |
|
| 18,138 |
|
| 1,876,491 |
|
| - |
|
| - |
|
| 5,141 |
|
| 532,859 |
| ||||||||||||||||
Ricky Hopson |
| - |
|
| - |
|
| 6,256 |
|
| 560,623 |
| ||||||||||||||||||||||||||||
Steven L. Fasman |
| 36,672 |
|
| 2,428,849 |
|
| 25,088 |
|
| 2,246,021 |
|
| - |
|
| - |
|
| 17,164 |
|
| 1,797,055 |
| ||||||||||||||||
Karen Flynn |
| - |
|
| - |
|
| 9,180 |
|
| 1,029,635 |
| ||||||||||||||||||||||||||||
Aristippos Gennadios |
| - |
|
| - |
|
| 8,410 |
|
| 871,687 |
| ||||||||||||||||||||||||||||
Alessandro Maselli |
| - |
|
| - |
|
| 11,282 |
|
| 982,564 |
| ||||||||||||||||||||||||||||
John Chiminski |
| - |
|
| - |
|
| 123,302 |
|
| 12,780,095 |
| ||||||||||||||||||||||||||||
Wetteny Joseph |
| 60,362 |
|
| 4,708,903 |
|
| 24,451 |
|
| 2,445,994 |
| ||||||||||||||||||||||||||||
Manja Boerman |
| - |
|
| - |
|
| 11,136 |
|
| 912,408 |
|
(1) |
|
Represents the |
(2) | Value realized reflects (i) the closing price per share of our common stock on the vesting date, multiplied by (ii) the number of RSUs or PSUs, as applicable, that vested. |
58CATALENT, INC. | 2021 Proxy Statement EXECUTIVE COMPENSATION TABLES
Fiscal 2021 Non-Qualified2023 Nonqualified Deferred Compensation Table
Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(4) | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(4) | ||||||||||||||||||||||||||||||
John Chiminski | 530,092 | 75,923 | 1,108,138 | - | 6,385,310 | |||||||||||||||||||||||||||||||||||
Alessandro Maselli(5) | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
Thomas Castellano | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
Ricky Hopson | 123,700 | 23,386 | 60,360 | - | 593,774 | |||||||||||||||||||||||||||||||||||
Steven L. Fasman | 35,249 | 17,625 | 44,632 | - | 232,237 | 37,448 | 18,724 | 28,532 | - | 327,706 | ||||||||||||||||||||||||||||||
Karen Flynn | 410,523 | 15,911 | 57,786 | - | 621,577 | |||||||||||||||||||||||||||||||||||
Aristippos Gennadios | 70,127 | 35,063 | 151,802 | - | 1,271,889 | |||||||||||||||||||||||||||||||||||
Alessandro Maselli(5) | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
John Chiminski | 911,327 | 78,114 | 731,608 | - | 7,999,846 | |||||||||||||||||||||||||||||||||||
Wetteny Joseph | 24,538 | 7,362 | 327,835 | - | 1,255,117 | |||||||||||||||||||||||||||||||||||
Manja Boerman | - | - | - | - | - |
(1) |
|
Name | Fiscal 2020 Bonus ($) | Fiscal 2021 Salary Deferral ($) | Total Executive ($) | Fiscal 2022 Bonus ($) | Fiscal 2023 Salary Deferral ($) |
| ||||||||||||||||||
John Chiminski | 372,111 | 157,981 | 530,092 | |||||||||||||||||||||
Alessandro Maselli | - | - | ||||||||||||||||||||||
Thomas Castellano | - | - | - | - | - | |||||||||||||||||||
Ricky Hopson | 80,114 | 43,586 | ||||||||||||||||||||||
Steven L. Fasman | - | 35,249 | 35,249 | - | 37,448 | |||||||||||||||||||
Karen Flynn | - | 410,523 | 410,523 | |||||||||||||||||||||
Aristippos Gennadios | 34,334 | 35,793 | ||||||||||||||||||||||
Alessandro Maselli | - | - | - | |||||||||||||||||||||
John Chiminski | 661,784 | 249,543 | ||||||||||||||||||||||
Wetteny Joseph | - | 24,538 | 24,538 | |||||||||||||||||||||
Manja Boerman | - | - |
EXECUTIVE COMPENSATION TABLES 2023 Proxy Statement | CATALENT, INC.63
(2) | The amounts reported for Messrs. Hopson, Fasman, Chiminski and |
(3) | The amounts reported in this column are not |
(4) | Includes |
(5) |
|
We provide certain of our U.S.- and U.K.-based executives, including our U.S.- and U.K.-based NEOs, with the opportunity to participate in the DeferralDeferred Compensation Plan, which allows participating executives to defer receipt of a portion of their compensation. Deferrals occur and may be invested notionally on a pre-tax basis, in addition to the amounts that the executive is allowed to contribute to our tax-qualified 401(k) and U.K. pension plans.
The DeferralDeferred Compensation Plan permits a broad group of U.S.- and U.K.-based executives, including our U.S.- and U.K.-based NEOs,participants may elect to defer up to 80% of base salary, commissions (not applicable to NEOs), and MIP bonus. In addition, U.S.-based executives may elect to defer their PSU and RSU grants. We credit the first 6% of cash compensation deferred with a matching contribution equal to 50% of the amount deferred. Participants are immediately vested in all amounts they contribute and the related investment gains, but matching contributions and their related investment gains vest ratably over the participant’s first four years of service.
EXECUTIVE COMPENSATION TABLES 2021 Proxy Statement | CATALENT, INC.59
service to the Company. Participants in the Deferred Compensation Plan may elect from a variety of payout options under the plan, including lump-sum or installment payments, with the timing depending on the form selected at the time of the deferral election.
Under the DeferralDeferred Compensation Plan, we also credit each participant’s deferral account with notional earnings and/or losses based on the deemed investment of the accounts in one or more of a variety of investment alternatives we make available from time to time. Participants selectunder the investment alternatives in which they wanted their accounts to be deemed to be invested and are credited with earnings and/or losses based on the performance of the relevant investments.plan. Participants are able to change themake changes to their investment elections for their accounts on a daily basis.
Newport and Intertrust Group serve as the plan administrative services providers for our U.S. and U.K. Deferral Plans, respectively. Participants in the Deferral Plan may elect from a variety of forms of payout under the plan, including lump-sum payment and various types of annual installments, with the timing depending on the form selected.
The accounts of U.S.-based participants in the prior version of the DeferralDeferred Compensation Plan that are paid out in a lump-sum cash payment are paid on the 15th day of the month immediately following the month that includes the six-month anniversary of the participant’s separation from our service (other than due to death) (“separation” as defined by Section 409A of the Code). In the event of the death of a participant prior to the commencement of the distribution of benefits under the plan, such benefits will be paid no later than the later of (x) December 31 of the year in which the participant’s death occurs and (y) the 90th day following the date of the participant’s death. The accounts for U.K.-based participants are paid in a lump sum cash payment in the next available paycheck following the elected distribution date.
A U.S.-based participant in the DeferralDeferred Compensation Plan may also elect to receive a payout in annual installments over a period of five or ten years after the participant’s separation from service (including death), although, notwithstanding any such election, the participant’s account will be paid in a lump-sum cash payment in connection with a participant’s separation from service within two years following a change of control. The DeferralDeferred Compensation Plan also permits participants to receive a distribution in connection with an unforeseeable emergency, in accordance with the requirements of Section 409A of the Code. A U.K.-based participant receives a lump sum payout of all outstanding cash deferrals six months after the participant’s separation from service.
Cash and equity deferrals, employer contributions, and applicable gains are held in a “rabbi”“rabbi trust. “Rabbi”” Rabbi trust assets are ultimately controlled by us. Operating the Deferral Plan this way permitsus, permitting participants to defer recognition of income for tax purposes on the amounts deferred until they are paid toin accordance with their elections.
Our U.S.- and U.K.-based directors can also participate in the participants.Deferred Compensation Plan by deferring receipt of their cash retainers, though they are not provided a matching contribution.
64CATALENT, INC. | 2023 Proxy Statement EXECUTIVE COMPENSATION TABLES
Fiscal 20212023 Potential Payments upon Employment Termination or Change of Control Tables
POTENTIALPAYMENTSUPONTERMINATIONORCHANGEOFCONTROL—JOHNCHIMINSKI (CEO)Except in the case of Messrs. Castellano and Chiminski, the tables below set out what the specified NEOs would have received assuming a termination of employment effective as of June 30, 2023. With respect to Mr. Castellano, the table below sets out the actual payments that Mr. Castellano was contractually entitled to receive, which includes a severance payment equal to the sum of his annual base salary and target annual bonus, payment for any unused paid-time-off days accrued in fiscal 2023, and the right to exercise all vested stock options within 90 days of his departure, in each case, as a result of his termination without “cause” effective April 21, 2023. With respect to Mr. Chiminski, all of his outstanding equity awards will continue to vest and he continues to be eligible to receive financial planning reimbursements for one-year following his departure as a result of his retirement on June 30, 2023 in accordance with the policy approved by the Compensation Committee for all members of the Executive Leadership Team following their retirement from the Company.
ALESSANDRO MASELLI (CEO)
Triggering Event | Value of Option/RSU/PSU/ Restricted Stock/ Performance Share Acceleration ($)(1) | Value of Base Salary and Bonus Payments | Value of Continued Benefits Participation ($)(3) | Total ($) | ||||||||||||
Death or Disability(4)
|
| 40,855,619
|
|
| 1,350,000
|
|
| -
|
|
| 42,205,619
|
| ||||
Termination by Us Without Cause or By Mr. Chiminski for Good Reason
|
| -
|
|
| 6,200,000
|
|
| 33,221
|
|
| 6,233,221
|
| ||||
Termination by Us Without Cause Within 18 Months Following a Change of Control (assuming awards have been assumed, continued, or substituted)
|
| 40,855,619
|
|
| 6,200,000
|
|
| 33,221
|
|
| 47,088,840
|
| ||||
Retirement(5)
|
| 35,374,187
|
|
| 35,374,187
|
|
Triggering Event | Value of Option/RSU/PSU/ Restricted Stock/ Performance Share Acceleration ($)(1) | Value of Base Salary and Bonus Payments | Value of Continued Benefits Participation ($)(3) | Total ($) | ||||||||||||
Death or Disability(4) |
| 2,472,214
|
|
| 1,018,000
|
|
| -
|
|
| 3,490,214
|
| ||||
Termination by Us Without Cause or By Mr. Maselli for Good Reason |
| -
|
|
| 4,904,000
|
|
| 36,670
|
|
| 4,940,670
|
| ||||
Termination by Us Without Cause Within 2 Years Following a Change of Control (assuming awards have been assumed, continued, or substituted)
|
| 1,604,103
|
|
| 4,904,000
|
|
| 36,670
|
|
| 6,544,773
|
| ||||
Termination by Us For Cause or By Mr. Maselli without Good Reason
|
| -
|
|
| -
|
|
| -
|
|
| -
|
|
(1) | Amounts reported for a termination by us without cause within 18 months following a change of control (assuming awards have been assumed, continued, or substituted) represent accelerated vesting of unvested equity-based awards and |
(a) the “spread” value of the options, equal to $20.02 per share for 111,762 options granted on July 30, 2020, $53.18 per share for 97,123 options granted on July 22, 2019, $64.24 per share for 69,273 options granted on July 23, 2018, $73.21 per share for 15,264 options granted on August 23, 2017, and $72.10 per share for 25,939 options granted on July 24, 2017, in each case representing the difference between the $108.12 closing price per share of our common stock on June 30, 2021 (the last trading day of fiscal 2021), as reported on the NYSE (the “Fiscal 2021 Closing Price”), and the exercise price of the option; and
(b) 20,602 RSUs granted on July 30, 2020, 24,027 RSUs granted on July 22, 2019, 27,006 shares of Restricted Stock granted on July 23, 2018, 33,757 Performance Shares (Adjusted EPS) and 31,013 Performance Shares (Relative Return) on July 23, 2018, 30,033 PSUs (Adjusted EPS) (20,050 in the case of retirement) and 26,139 PSUs (Relative Return) (17,450 in the case of retirement) granted on July 22, 2019, and 25,752 PSUs (Adjusted EPS) (8,584 in the case of retirement) and 22,287 PSUs (Relative Return) (7,429 in the case of retirement) granted on July 30, 2020, valued at the Fiscal 2021 Closing Price.
The amount reported for Mr. Maselli for (i) termination by us without cause within 18 months following a change of control (assuming awards have been assumed, continued, or substituted), 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 that vest in connection with a change of control may vary based on when a change of control occurs during a performance period. |
60CATALENT, INC. | 2021 Proxy Statement EXECUTIVE COMPENSATION TABLES
Amounts reported also 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. 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. Chiminski is actively employed.
Distribution of shares underlying PSUs are accelerated upon termination due to death. In the event Mr. Maselli 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 amount would equal $1,604,103 when taking into account assumptions for future performance as disclosed in the “Fiscal 2023 Outstanding Equity Awards at Year-End” and accompanying footnote in this Proxy Statement. |
(2) | Upon termination due to death or disability, Mr. |
(3) | The amount reported represents income attributable to the health care premiums paid by us with respect to Mr. |
(4) | Receipt of shares in the event of disability occurs when the relevant vesting period for each grant ends rather than being accelerated to the date of disability. |
EXECUTIVE COMPENSATION TABLES 2023 Proxy Statement | CATALENT, INC.65
MESSRS. HOPSON, FASMAN, CASTELLANO, CHIMINSKI AND DRS. GENNADIOS AND BOERMAN
Triggering Event | Value of Option/RSU/PSU/ Restricted Stock/ Performance Shares Acceleration(1) | Value of Base Salary and Target Bonus Payment(2) | Value of Continued Benefits Participation/ | Total ($) | ||||||||||||
Death or Disability(4)
| ||||||||||||||||
Ricky Hopson
|
| 408,278 |
|
| 690,000 |
|
| 18,204 |
|
| 1,116,482 |
| ||||
Steven L. Fasman
|
| 1,235,370 |
|
| 1,125,000 |
|
| 12,762 |
|
| 2,373,132 |
| ||||
Aristippos Gennadios
|
| 1,575,572 |
|
| 1,100,000 |
|
| 6,155 |
|
| 2,681,727 |
| ||||
Termination by Us Without Cause or By the Executive Officer for Good Reason
| ||||||||||||||||
Ricky Hopson
|
| - |
|
| 690,000 |
|
| 18,204 |
|
| 708,204 |
| ||||
Steven L. Fasman
|
| - |
|
| 1,125,000 |
|
| 12,762 |
|
| 1,137,762 |
| ||||
Thomas Castellano
|
| - |
|
| 1,000,012 |
|
| 25,385 |
|
| 1,025,397 |
| ||||
Aristippos Gennadios
|
| - |
|
| 1,100,000 |
|
| 6,155 |
|
| 1,106,155 |
| ||||
Manja Boerman(6)
|
| - |
|
| 900,000 |
|
| 35,083 |
|
| 935,083 |
| ||||
Termination by Us Without Cause Within 18 Months Following a Change of Control
| ||||||||||||||||
Ricky Hopson
|
| 319,563 |
|
| 690,000 |
|
| 18,204 |
|
| 1,027,767 |
| ||||
Steven L. Fasman
|
| 910,647 |
|
| 1,125,000 |
|
| 12,762 |
|
| 2,048,409 |
| ||||
Aristippos Gennadios
|
| 1,372,127 |
|
| 1,100,000 |
|
| 6,155 |
|
| 2,478,282 |
| ||||
Retirement(5)
| ||||||||||||||||
Steven L. Fasman(7)
|
| 475,703
|
|
| -
|
|
| -
|
|
| 475,703
|
| ||||
Aristippos Gennadios
|
| 301,222
|
|
| -
|
|
| -
|
|
| 301,222
|
| ||||
John Chiminski
|
| 5,007,733
|
|
| -
|
|
| -
|
|
| 5,007,733
|
|
(1) | For Mr. Hopson, the amounts reported 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 $0 per share for the 2,828 options (same in the case of death) granted on July 26, 2022 (award is underwater as of June 30, 2023 and has no value), $0 per share for the 1,924 options (same in the case of death) granted on July 26, 2021 (award is underwater as of June 30, 2023 and has no value), $0 per share for the 1,529 options (same in the case of death) granted on July 30, 2020 (award is underwater as of June 30, 2023 and has no value) and $0 per share for the 1,218 options (same in the case of death) 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 of the option, and (b) 651 RSUs (same in the case of death) granted on July 26, 2022, 496 RSUs (same in the case as death) granted on July 26, 2021, 3,432 RSUs (same in the case as death) granted on June 1, 2021, 563 RSUs (same in the case as death), granted on July 30, 2020, 747 PSUs (Adjusted EPS) (704 in the case of death) and 0 PSUs (Relative Return) granted on July 30, 2020 (610 in the case of death), 310 PSUs (Adjusted EPS) (620 in the case of death) and 321 PSUs (Relative Return) (642 in the case of death) granted on July 26, 2021 and 407 PSUs (Adjusted EPS) (813 in the case of death) and 443 PSUs (Relative Return) (885 in the case of death) granted on July 26, 2022, multiplied by the Fiscal 2023 Closing Price. |
For Mr. Fasman, the amounts reported 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 $0 per share for the 12,117 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 the 6,869 options (same in the case of death and retirement) granted on July 26, 2021 (award is underwater as of June 30, 2023 and has no value), $0 per share for the 4,311 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 the 3,311 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) 2,788 RSUs (same in the case of death and retirement) granted on July 26, 2022, 4,017 RSUs (same in the case of death) granted on January 3, 2022 (as to which the retirement provisions do not apply), 1,770 RSUs (same in the case of death and retirement) granted on July 26, 2021, 1,590 RSUs (same in the case of death and retirement) granted on July 30, 2020, 2,838 RSUs (same in the case of death) granted on July 30, 2020 (as to which the retirement provisions do not apply), 2,107 PSUs (Adjusted EPS) (same in the case of retirement and 1,987 in the case of death) and 0 PSUs (Relative Return) (1,720 in the case of death and 0 in the case of retirement) granted on July 30, 2020, 1,107 PSUs (Adjusted EPS) (2,213 in the case of death and 738 in the case of retirement) and 1,147 PSUs (Relative Return) (2,293 in the case of death and 765 in the case of retirement) granted on July 26, 2021, and 1,743 PSUs (Adjusted EPS) (3,485 in the case of death and 581 in the case of retirement) and 1,895 PSUs (Relative Return) (3,790 in the case of death and 632 in the case of retirement) granted on July 26, 2022, 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 Mr. Fasman is actively employed.
66CATALENT, 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—$1,372,127.
The amounts reported for Messrs. Hopson and Fasman and Dr. Gennadios for (i) termination by us without cause within 18 months following a change of control (assuming awards have been assumed, continued, or substituted) and (ii) for Messrs. Fasman and Chiminski and Dr. Gennadios under retirement, take into account future performance as disclosed in the “Fiscal 2023 Outstanding Equity Awards at Year-End” and accompanying footnote in this Proxy Statement; however, the number of Relative Return PSUs may vary based on when a change of control occurs during a performance period.
(2) | The amounts reported represent, for each executive, the sum of that executive’s annual base salary and target annual bonus. |
(3) | The amounts reported for Messrs. Hopson and Fasman, Dr. Gennadios, and Dr. Boerman represent income attributable to the health care premiums paid by us with respect to their continued participation in our employee benefit plans for a one-year period. Each executive would also be entitled to be paid for any unused paid-time-off days accrued during 2023. The amount reported for Mr. Castellano represents payment for unused paid-time-off accrued in fiscal 2023 as a result of his departure on April 21, 2023. |
(4) | Receipt of shares in the event of disability occurs when the relevant vesting period for each grant ends rather than being accelerated to the date of disability. |
(5) | Messrs. Chiminski and Fasman and Dr. Gennadios were the only NEOs eligible for retirement as of June 30, 2023. Receipt of shares occurs when the relevant vesting period for each grant ends rather than being accelerated to the date of retirement. |
POTENTIALPAYMENTSUPONTERMINATIONORCHANGEOFCONTROL—MESSRS.CASTELLANOANDFASMAN,MS.FLYNN,ANDMR.MASELLI(1)
Triggering Event | Value of Option/RSU/PSU/ Restricted Stock/ Performance Shares Acceleration(2) | Value of Base Salary and Target Bonus Payment(3) | Value of Continued Benefits Participation(4) | Total ($) | ||||||||||||
Death or Disability(5)
| ||||||||||||||||
Thomas Castellano
| 2,335,345 | 760,000 | 15,659 | 3,111,004 | ||||||||||||
Steven L. Fasman
| 4,874,157 | 1,060,000 | 16,079 | 5,950,236 | ||||||||||||
Karen Flynn
| 3,553,390 | 940,000 | 16,079 | 4,509,469 | ||||||||||||
Alessandro Maselli |
| 4,077,415 |
|
| 1,189,636 |
|
| - |
|
| 5,267,051 |
| ||||
Termination by Us Without Cause or By the Executive Officer for Good Reason
| ||||||||||||||||
Thomas Castellano
| - | 760,000 | 15,659 | 775,659 | ||||||||||||
Steven L. Fasman
| - | 1,060,000 | 16,079 | 1,076,079 | ||||||||||||
Karen Flynn
| - | 940,000 | 16,079 | 956,079 | ||||||||||||
Alessandro Maselli |
| - |
|
| 1,189,636 |
|
| - |
|
| 1,189,636 |
| ||||
Termination by Us Without Cause Within 18 Months Following a Change of Control
| ||||||||||||||||
Thomas Castellano
| 2,335,345 | 760,000 | 15,659 | 3,111,004 | ||||||||||||
Steven L. Fasman
| 4,874,157 | 1,060,000 | 16,079 | 5,950,236 | ||||||||||||
Karen Flynn
| 3,553,390 | 940,000 | 16,079 | 4,509,469 | ||||||||||||
Alessandro Maselli |
| 4,077,415 |
|
| 1,189,636 |
|
| - |
|
| 5,267,051 |
| ||||
Retirement(6)
| ||||||||||||||||
Steven L. Fasman
|
| 4,093,855
|
|
| -
|
|
| -
|
|
| 4,093,855
|
|
|
|
For Mr. Fasman, 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 8,621 options granted on July 30, 2020, $53.18 per share for the 9,933 options granted on July 22, 2019, $64.24 per share for the 7,601 options granted on July 23, 2018, and $72.10 per share for the 4,683 options granted on July 24, 2017, representing the difference between the Fiscal 2021 Closing Price and the exercise price of the option, and (b) 1,590 RSUs granted on July 30, 2020, 2,838 RSUs granted on July 30, 2020 (as to which grant the retirement provisions do not apply), 7,009 RSUs granted on July 22, 2019, 2,963 shares of Restricted Stock granted on July 23, 2018, 3,704 Performance Shares (Adjusted EPS) and 3,403 Performance Shares (Relative Return) granted on July 23, 2018, 3,072 PSUs (Adjusted EPS) (2,051 in the case of retirement)
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.
|
|
|
Mr. Fasman |
Payments that would be made under our DeferralDeferred Compensation Plan upon the death of a participating NEO are described above in the notes to the Fiscal 2021 Non-Qualified2023 Nonqualified Deferred Compensation Table.
SEVERANCEANDPAYMENTSONACHANGEOFCONTROL
MR. CHIMINSKI’SMR. MASELLI’S SEVERANCE,,TERMINATION,,ANDCHANGEOFCONTROLBENEFITS
Mr. Chiminski’sMaselli’s employment agreement, the Omnibus Plan,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 bonus year, would be paid within 21⁄2 months of the end of the fiscal year in which the date of termination occurred.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. Chiminski’sMaselli’s 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.
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. ChiminskiMaselli receives certain accrued amounts and benefits and a pro-rata portion of any annual bonus he would have earned for the year of termination.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. ChiminskiMaselli 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. ChiminskiMaselli of the restrictive covenants contained in the employment agreement.
In addition to the payments described above, if Mr. Chiminski’sMaselli’s employment is terminated by us without cause, by Mr. ChiminskiMaselli for good reason, or due to our election not to extend the term, Mr. ChiminskiMaselli (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.
62CATALENT, INC. | 2021 Proxy Statement EXECUTIVE COMPENSATION TABLES
For grants under the Omnibus Plans, if Mr. ChiminskiMaselli 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, Restricted Stock, PSU, or Performance Shares.PSU. Any vested option will remain outstanding and exercisable generally for 90 days, and vested options will terminate immediately if we terminate Mr. Chiminski’sMaselli’s employment for cause. Any vested option that he does not exercise within the applicable post-termination exercise period will terminate.
SEVERANCE,,TERMINATION,,ANDCHANGEOFCONTROLBENEFITSFORMESSRS.CASTELLANO MESSRS. HOPSON ANDFASMAN,MS.FLYNN,ANDMR. MASELLI DR. GENNADIOS
Mr. Castellano’s, Mr. Fasman’s, Ms. Flynn’s,The severance and Mr. Maselli’s severanceequity 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 of current base salary (currently, $750,000 (Castellano)the benefit would pay a total of $637,500 (with respect to Mr. Hopson), $900,000 (Fasman)$937,500 (with respect to Mr. Fasman), and $810,000 (Flynn)). Our U.K. life assurance plan provides for a death benefit equal$900,000 (with respect to 4 times current base salary ($2,643,635 (Maselli), after converting to U.S. dollars)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. Messrs. Castellano and Fasman and Ms. FlynnThe 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.
UnderOn December 8, 2023, the Omnibus Plans,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 change in control, totermination by the extent the acquiring or successor entity does assume, continue, or substitute for a granted option, if the NEO were to incur a terminationCompany without cause duringor by the eighteenexecutive for good reason within 18 months following the consummation of sucha change in control, the grants thereunderexecutive would become fully vested and exercisable.
Other than inbe entitled to increased cash severance equal to two times the casessum of change of control, death, or disability, a termination will resultannual base salary plus target annual bonus, payable in the cancellation of unvested awards under the Omnibus Plans held by any of the NEOs.
PAY RATIO 202168CATALENT, INC. | 2023 Proxy Statement | CATALENT, INC.63EXECUTIVE COMPENSATION TABLES
equal installments over the one-year period following the date of termination, subject to entering into a release of claims and certain other terms and conditions. In addition, the new Severance Agreements provide that if any of the payments provided for under such Severance Agreement or otherwise payable to the individual would constitute “parachute payments” within the meaning of Section 280G of the Code and would be subject to the related excise tax under Section 4999 of the Code, then such individual will be entitled to receive either full payment of benefits or such lesser amount that would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to such individual. The new Severance Agreements also include certain technical changes to the prior severance agreements with the executives, but otherwise are substantially the same as the prior severance agreements.
SEVERANCE, TERMINATION, AND CHANGE OF CONTROL BENEFITS FOR DR. BOERMAN
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. Under Dr. Boerman’s employment agreement with the Company, if each of Dr. Boerman and the Company agree to termination by mutual consent and enter into a written settlement agreement in that regard, she is entitled to six months’ notice of such termination and a severance payment equal to her base salary and target MIP following a termination without cause (as such term is defined under Dutch law). 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.
SEVERANCE AND TERMINATION BENEFITS FOR MR. CASTELLANO
In connection with Mr. Castellano’s separation from the Company effective April 21, 2023, he is contractually entitled to receive a severance payment equal to the sum of his annual base salary and target annual bonus equivalent to $1,000,012, payment for any unused paid-time-off days accrued in fiscal 2023, and the right to exercise all vested stock options within 90 days of his departure. In fiscal 2023, Mr. Castellano received $153,848 of severance pay and $25,385 representing unused paid-time-off days he accrued in fiscal 2023.
SEVERANCE AND TERMINATION BENEFITS FOR MR. CHIMINSKI
In connection with Mr. Chiminski’s retirement from the Company effective June 30, 2023, all 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 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.
PAY RATIO 2023 Proxy Statement | CATALENT, INC.69
Pay Ratio
Presented below is the ratio of annual total compensation in fiscal 2023 of our CEO to the annual total compensation of our median employee (excluding our CEO). We believe the ratio presented below is a reasonable estimate calculated in a manner consistent with the rules set forth in Item 402(u) of Regulation S-K promulgated under the Exchange Act (the “Pay Ratio Rule”Rules”).
In identifying our median employee, we calculated the target annual total cash compensation for fiscal 20212023 of each employee as of June 30, 2021.2023. For these purposes, annual total cash compensation included base salary or hourly wages, cash incentives, commissions, and comparable cash elements of compensation in non-U.S. jurisdictions and was calculated using internal human resources records. All amounts were annualized for permanent employees who did not work for the entire year, such as new hires, employees on paid or unpaid leave of absence and employees called for active military duty. We did not apply any cost-of-living adjustment as part of the calculation.
We selected the median employee from among 15,82617,219 full-time and part-time workers who were employed as of June 30, 2021.2023. We did not exclude any employee (whether pursuant to the de minimis exemption for foreign employees or any other permitted exclusion).
In accordance with the Pay Ratio Rule,Rules, we calculated the median employee’s annual total compensation in the same manner as the CEO’s annual total compensation was calculated in the Fiscal 20212023 Summary Compensation Table on page 51.55. The median employee’s annual total compensation was $61,477.$59,026. The CEO’s annual total compensation was $12,581,139,$6,583,672, the amount reported in the “Total” column of the Summary Compensation Table. Accordingly, the ratio of our CEO’s total compensation to our median employee’s total compensation for fiscal 20212023 was 204.6112 to 1.
In considering this pay ratio, please note that the Pay Ratio Rule permitsRules permit companies to calculate pay ratios using a variety of methods, both in determining the median employee and in determining the compensation to be used in calculating the ratio. Thus, our ratio may not be comparable to the ratio determined by any other company.
642021
$100 Investment
Based on
A.
($)
Actually Paid
Actually Paid
to Former
CEO
Compensation
Actually Paid
NEOs
TSR ($)
Healthcare
Index TSR
($)
Earnings
($M)
Based
EBITDA
($M) 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:
Year2023 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: 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 ) 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 (28,291 ) 3,478,592 3,572,291 - - - Total Adjustments (7,711,653 ) 6,814,494 30,024,129 (A) (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: 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 ) 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 (141,860 ) 252,790 406,853 (547,718 ) - (807,891 ) (7,112,397 ) 612,310 1,345,343 (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) (5) We refer to net income as net earnings. (6) Budget-Based EBITDA Budget-Based Revenue Adjusted Earnings per Share Relative TSR
74CATALENT, INC. | 2023 Proxy Statement PROPOSAL 2: RATIFICATION OF APPOINTMENT OF E&Y AS INDEPENDENT AUDITOR FOR FISCAL 20222024
Ratification of Appointment of E&Y as Independent Auditor for Fiscal 20222024
(ITEM 2ONTHEPROXYCARD) CARD)
The Audit Committee of our Board has selected Ernst & Young LLP (“Ernst & Young”) as our independent auditor for the fiscal year ending June 30, 2022.2024. Ernst & Young has served as our independent auditor since prior to our IPO.IPO in 2014. Our Board unanimously recommends this appointment, and we are asking shareholders to ratify the appointment of Ernst & Young for 2022.2024. Although ratification is not required by our bylaws or otherwise, our Board is submitting the selection of Ernst & Young to our shareholders for ratification because we value our shareholders’ views on the choice of independent auditor. If shareholders fail to ratify the appointment, the Audit Committee will reconsider the appointment of such firm. A representative of Ernst & Young is expected to be present at the 20212023 Annual Meeting of Shareholders to respond to appropriate questions, and to make a statement if desired.
Our Board unanimously recommends that you vote FOR the ratification of the appointment of Ernst & Young as our independent auditor for fiscal 20222024 because it believes that Ernst & Young has appropriately and professionally audited our financial statements for the last several years, it has the resources to do a proper audit of a company of our size and complexity, and it is familiar with our business, our business model, and our personnel, which will enhance the efficiency and effectiveness of the audit and is in our best interest and in the best interests of our shareholders. The Audit Committee, under its charter, reviews, at least annually, the qualifications, performance, and independence of the auditor and considers, among other matters, the following: the auditor’s internal quality control procedures, the selection of the lead audit partner, the rotation of the audit partners on the audit engagement team, the qualifications and experience of the members of the audit engagement team, and the views of management, including our internal audit group, concerning the performance and capabilities of the auditor.
The following table presents the fees for professional services rendered by Ernst & Young for the audit of our annual financial statements for the fiscal years that ended on June 30, 20212023 and June 30, 2020,2022, and the fees billed for other services rendered by Ernst & Young during those same periods.
SERVICES
| 2021
| 2020
| 2023
| 2022
| ||||||||||||
Audit Fees(1)
| $
| 5,462,700
|
| $
| 5,491,000
|
| $
| 12,967,500
|
| $
| 6,229,100
|
| ||||
Audit-Related Fees(2)
| $
| 568,000
|
| $
| 359,000
|
| $
| 7,200
|
| $
| 366,200
|
| ||||
Tax Fees(3)
| $
| 604,500
|
| $
| 849,000
|
| $
| 597,500
|
| $
| 1,283,700
|
| ||||
All Other Fees
|
| -
|
|
| -
|
| ||||||||||
All Other Fees(4)
| $
| 0
|
| $
| 0
|
| ||||||||||
Total
| $
| 6,635,200
|
| $
| 6,699,000
|
| $
| 13,572,200
|
| $
| 7,879,000
|
|
(1) | Includes fees associated with the integrated audit of our annual consolidated financial statements and internal |
(2) | Includes the aggregate fees recognized in each of the last two fiscal years for professional services rendered by Ernst & Young that are reasonably related to the performance of the audit of our financial statements. Specifically, these costs include fees for accounting and audit consultation and other attest services. |
(3) | Includes the aggregate fees recognized in each of the last two fiscal years for professional services rendered by Ernst & Young for tax compliance, tax advice, and tax planning. |
(4) | Ernst & Young did not provide any “other services” during the last two fiscal years. |
All of the services covered under the captions “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” and “All Other Fees” were pre-approved by the Audit Committee, and all approved non-audit services performed by Ernst & Young were consistent with maintaining Ernst & Young’s independence.Committee.
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF E&Y AS INDEPENDENT AUDITOR FOR FISCAL 2022 20212024 2023 Proxy Statement | CATALENT, INC.6575
Pre-Approval of Audit and Non-Audit Services
Consistent with requirements of the SEC and the Public Company Accounting Oversight Board regarding auditor independence, the Audit Committee charter provides that the Audit Committee has responsibility for appointing, setting compensation for, and overseeing the work of the independent auditor. Accordingly, all audit and permitted non-audit services for which Ernst & Young was engaged were pre-approved by the Audit Committee.
Prior to engagement of the independent auditor for 2022,2024, management will submit for Audit Committee approval a list of services and related fees expected to be rendered in 20222024 within each of the following categories of services:
• | Audit services include audit work performed on the financial statements and internal control over financial reporting, as well as work that generally only the independent auditor can reasonably be expected to provide, including comfort letters, statutory audits, and discussions surrounding the proper application of financial accounting and/or reporting standards. |
• | Audit-Related services are for assurance and related services that are traditionally performed by the independent auditor, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements. |
• | Tax services include all services, except those services specifically related to the financial statements, performed by the independent auditor’s tax personnel, including tax analysis; assisting with coordination of execution of tax-related activities, primarily in the area of corporate development; supporting other tax-related regulatory requirements; tax planning; and tax compliance and reporting. |
• | All Other services are those services not captured in the audit, audit-related or tax categories. |
Our Board unanimously recommends a vote "FOR" the ratification of the appointment of Ernst & Young LLP as our independent auditor for fiscal 2022.
6676CATALENT, INC. | 20212023 Proxy Statement REPORT OF THE AUDIT COMMITTEE
The Audit Committee assists our Board in its oversight of our financial reporting process. All four members of the Audit Committee qualify as independent directors under the listing standards of the NYSE for public companies and the independence requirements of Rule 10A-3 promulgated under the Exchange Act and all are qualified as audit committee financial experts within the meaning of Item 407(d)(5) of Regulation S-K, promulgated under the Exchange Act. Additionally, our Board has also determined that each Audit Committee member has accounting and related financial management expertise within the meaning of the NYSE’s listing standards. The Audit Committee’s charter can be viewed online on our website at http://investor.catalent.com/corporate-governance.corporate-governance.
In fulfilling its duties, the Audit Committee reviewed and discussed the audited financial statements contained in Catalent’s Annual Report on Form 10-K for fiscal 20212023 with management and the independent auditor, Ernst & Young LLP. Management is responsible for the financial statements and the reporting process, including the systems for internal control over financial reporting. The independent auditor is responsible for performing an independent audit of Catalent’s financial statements in conformance with accounting principles generally accepted in the United States, and for expressing an opinion on these financial statements based on the audit.
The Audit Committee met with the independent auditor with and without management present and discussed those matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission. The Audit Committee has also received the written disclosures and the letter from the independent auditor required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence and discussed with the independent auditor its independence.
Based on the above reviews and discussions, the Audit Committee recommended to our Board, and our Board approved, that the audited financial statements be included in Catalent’s Annual Report on Form 10-K for fiscal 2021,2023, for filing with the U.S. Securities and Exchange Commission.
Submitted by the Audit Committee:
John J. Greisch,Jack Stahl, Chair
Rolf Classon
Rosemary A. CraneGregory T. Lucier
Donald E. Morel, Jr.Michelle R. Ryan
Date: August 26, 2021November 27, 2023
PROPOSAL 3: ADVISORY VOTE TO APPROVE OUR EXECUTIVE COMPENSATION (SAY-ON-PAY) 2021 2023 Proxy Statement | CATALENT, INC.6777
Advisory Vote to Approve Our Executive Compensation (Say-on-Pay)
(ITEM 3ONTHEPROXYCARD) CARD)
The compensation we provide to our Named Executive Officers is described in detail in the Compensation Discussion and Analysis section of this Proxy Statement. Section 14A of the Exchange Act requires that we provide shareholders with the opportunity to vote, on a non-binding, advisory basis, on the compensation of our Named Executive Officers. Accordingly, you are being asked to vote on the following resolution:
“RESOLVED, that Catalent’s shareholders APPROVE, on an advisory basis, the compensation of the named executive
|
Our Board unanimously recommends that you vote FOR this resolution because it believes that our executive compensation program promotes the following objectives and philosophies, as described in detail in the Compensation Discussion and Analysis section of this Proxy Statement:
competitive compensation to attract, maintain, retain, and reward high-caliber executive talent,
paying for performance, and
alignment with shareholder interests.
This vote is advisory, which means that the vote is not binding on us, our Board, or the Compensation Committee. Nonetheless, our Board and the Compensation Committee will consider the outcome of the vote when considering future compensation decisions.
Consistent with the outcome of a shareholder vote that occurred during our 20152021 Annual Meeting of Shareholders, our Board has resolved that a shareholder advisory vote on Named Executive Officer compensation should occur every year. Unless this changes,Accordingly, the next advisory vote on named executive officer compensation willis expected to be held at the 20222024 Annual Meeting of Shareholders. A shareholder advisory vote on the frequency of future advisory votes on named executive officerNamed Executive Officer compensation is put forth for consideration in Proposal 4 in this Proxy Statement.
will be conducted again no later than our 2027 Annual Meeting of Shareholders.
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL ON AN ADVISORY BASIS OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.
6878CATALENT, INC. | 20212023 Proxy Statement PROPOSAL 4: ADVISORY VOTE ON APPROVAL OF AMENDMENT NO. 1 TO THE FREQUENCY OF ADVISORY VOTES IN RESPECT OF EXECUTIVE COMPENSATIONCATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN
Advisory Vote onApproval of Amendment No. 1 to the FrequencyCatalent, Inc. 2018 Omnibus Incentive Plan
(ITEM 4 ON THE PROXY CARD)
We are asking our shareholders to approve Amendment No. 1 (the “Plan Amendment”) to the Catalent, Inc. 2018 Omnibus Incentive Plan (the “2018 Omnibus Plan”). The 2018 Omnibus Plan is structured to provide flexibility in designing equity incentive programs with a broad array of Advisory Votes in Respect of Executive Compensation
(ITEM 4ONTHEPROXYCARD)
Section 14A of the Exchange Act requiresequity incentives, including stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards, and performance compensation awards, so that we providemay implement competitive incentive compensation programs for our employees, officers, and non-employee directors. Our Board originally adopted the 2018 Omnibus Plan on August 23, 2018, and our shareholders withapproved the opportunity to vote,plan on a non-binding, advisory basis, whether future advisory votes onOctober 31, 2018, at the compensation of our Named Executive Officers should occur every one, two, or three years. We are required to conduct such non-binding, advisory vote on the frequency of such future advisory votes on named executive officer compensation at least once every six years. At our 20152018 Annual Meeting of Shareholders,Shareholders. Our Board adopted the Plan Amendment on December 13, 2023, subject to approval by shareholders at the 2023 Annual Meeting. If approved, the Plan Amendment will become effective as of January 25, 2024 (the “Plan Amendment Effective Date”). The Plan Amendment amends the 2018 Omnibus Plan in the following respects, which are explained in more detail below:
Changes to the number of shares of our shareholders votedcommon stock available for issuance (the “share reserve”):
○ | The number of shares available for issuance is increased by 7,625,000 shares; |
○ | The “fungible ratio” used to reduce the share reserve with respect to full-value grants is reduced from 2.25 to 1.7; and |
○ | Shares that are used to pay the exercise price or withholding tax upon exercise of stock options or stock appreciation rights, shares not issued or delivered as a result of the net settlement of options and stock appreciation rights, and shares that we reacquire with the amount received upon the exercise of options by grant recipients will not be added back to the share reserve. |
• | Increase in the maximum dollar value of equity awards and cash paid to non-employee directors in any single fiscal year from $600,000 to $650,000. |
• | All awards will include a minimum 1-year vesting requirement, subject to certain exceptions. |
Clarifications to recommend annual shareholder advisory votes on named executive officer compensation, and that was the frequency that our Board adopted. 2018 Omnibus Plan with respect to the potential clawback of awards as required under applicable law, stock exchange listing requirements, or any recoupment policy we may promulgate.
We are now seeking a new advisory vote byasking you to approve the Plan Amendment because the existing 2018 Omnibus Plan does not have sufficient shares available for continued equity awards to our shareholders onemployees, non-employee directors, consultants, and advisors over the topic.
Our Board unanimously recommends that future advisory votes on named executive officer compensationnext few years. If you do not approve this proposal, the Plan Amendment will not take effect, and the existing 2018 Omnibus Plan will continue to occur every yearbe administered in its current form until such time as the shares available for issuance thereunder have been depleted (or its expiration, whichever occurs first). Our Board believes that this isFollowing the most appropriate frequencytermination or expiration of the 2018 Omnibus Plan, we would be unable to maintain our current equity grant practices, which, we believe, would place us at a significant competitive disadvantage relative to our competitors for us as it will providerecruiting, retaining, and motivating talented individuals critical to our shareholderssuccess. We also could be forced to replace equity incentive awards with an opportunity each year to evaluatecash compensation, which may not align the effectivenessinterests of our overall compensation plansexecutives and practices against our business results. We appreciate that our shareholders may have different perspectives on the frequencyemployees with those of an advisory vote on executive compensation, so we look forward to hearing from our shareholders as effectively as equity incentive awards, would reduce resources available to their preferences.meet our business needs, and may potentially lead to increased indebtedness or loss of needed financial flexibility.
This vote is advisory, which means that the vote is not binding on us, our Board, or the Compensation Committee. While our Board and the Compensation Committee will consider the outcomeWe are seeking shareholder approval of the votePlan Amendment because we value your views in determining the frequency of future advisory votes on named executive officer compensation, they may decide that it is in our and our shareholders’ best interests to hold such a vote more or less frequently than the frequency receiving the most votes cast by our shareholders.
Shareholders may cast a vote on the preferred voting frequency by selecting the option of one year, two years, three years, or to abstain from such voting, when voting in responsematters relating to the resolution set forth below,use of our equity and therefore, shareholders will not be votingalso to approve or disapprove the Board of Directors’ recommendation.
Our Board unanimously recommends a vote(i) meet NYSE listing standards and (ii) allow for the optiongrant of incentive stock options that meet the requirements of Section 422 of the Code with respect to hold an advisoryvote on named executive officer compensation EVERY YEAR.the additional shares added by the Plan Amendment.
Number of Shares Available for Awards under the 2018 Omnibus Plan
As of the Plan Amendment Effective Date, no more than 15,507,520 shares of our common stock will be available for awards under the 2018 Omnibus Plan (which share limit is comprised of 7,625,000 new shares authorized for issuance plus
PROPOSAL 5: AMEND OUR CERTIFICATE4: APPROVAL OF INCORPORATIONAMENDMENT NO. 1 TO REMOVE THE LIMITATION ON 2021CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN 2023 Proxy Statement | CATALENT, INC.69
CALLING SHAREHOLDER SPECIAL MEETINGS79
Amend our Certificate7,882,520 shares that remained available for future grants as of Incorporation to Remove the Limitation on Calling Shareholder Special Meetings
(ITEM 5ONTHEPROXYCARD)
Our Certificate of Incorporation does not permit our shareholders to call a special meeting of shareholders, limiting that right to our Board acting as a whole and the Chair of our Board acting individually. As part of its continuing review of the elements of our corporate governance standards and practices, and informed by feedback from our investors, the Nominating Committee concluded that the existing practice was unnecessarily restrictive and recommended to our Board the removal of the limitation and a corresponding amendment to our bylaws to implement the change. Based in part on that recommendation, our Board determined that it is in the best interests of our company and our shareholders to remove this restriction. Contingent on the approval and adoption of this proposal, our Board also decided to amend our bylaws to allow shareholders owning an aggregate of 40% or more of our outstanding common stock to call for a special meeting of shareholders.
We are seeking shareholder approval to delete Article VIII.B of our Certificate of Incorporation, which currently limits the right to call a special meeting of shareholders to our Board and the Chair of our Board.
EFFECTOFTHEAMENDMENT
Removing the restriction on shareholder-called special meetings from our Certificate of Incorporation, together with the proposed revision to our bylaws implementing a mechanism for such action, represents a meaningful increase in the voting rights of our shareholders and is consistent with investor feedback as well as our and our Board’s continuing commitment to corporate governance excellence. In keeping with that spirit, given the highly concentrated nature of our ownership, our Board believes it appropriate to set the threshold for exercising the right at 40% of our outstanding shares, in the aggregate.
LANGUAGEOFPROPOSEDAMENDMENT
If approved, the amendment would enable us to amend our Certificate of Incorporation by deleting Article VII.B and renumbering Article VIII.C accordingly. As amended, Article VIII would read as follows, with the changes from our current Certificate of Incorporation marked:
ARTICLE VIII.
CONSENT OF STOCKHOLDERS IN LIEU OF MEETING,AND SPECIAL ANNUAL MEETINGS OF STOCKHOLDERS
A. Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders; provided, however, that any action required or permitted to be taken by the holders of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable certificate of designation relating to such series of Preferred Stock.
B. Except as otherwise required by law andJune 30, 2023), subject to the rightsadjustments described in the section titled “Securities Subject to the 2018 Omnibus Plan,” and further detailed in the text of the holders2018 Omnibus Plan, which is an appendix to the Company’s 2018 Proxy Statement and is also available as an exhibit to our SEC filings, including our 2023 Annual Report, which may be found on investor.catalent.com/financials/sec-filings. The foregoing number of any seriesshares will be reduced by one share for each share subject to an option or stock appreciation right granted under the 2018 Omnibus Plan on or after June 30, 2023 and prior to the Plan Amendment Effective Date, and by 1.7 shares for each share subject to awards (other than options and stock appreciation rights) granted under the 2018 Omnibus Plan on or after June 30, 2023 and prior to the Plan Amendment Effective Date.
In determining the number of Preferred Stock, special meetingsshares to recommend for the reserve under the Plan Amendment, our Board considered a number of factors, including the number of shares remaining available under the 2018 Omnibus Plan, our past share usage (sometimes called our “burn rate”), our estimate of the stockholdersnumber of shares needed for future awards, a dilution analysis, competitive data from relevant peer companies, and the current and anticipated future accounting expenses associated with our equity award practices.
As described in more detail below, we use the so-called “fungible” share counting method to reduce the share reserve as we issue shares under the 2018 Omnibus Plan, pursuant to which (a) each share of our common stock issued pursuant to a stock option or stock appreciation right will reduce the share reserve on a one-for-one basis, and (b) each share of our common stock issued pursuant to an award other than a stock option or stock appreciation right, such as restricted stock or restricted stock units, will reduce the share reserve by more than one share, which previously was 2.25 shares, but pursuant to the Plan Amendment will be, if you approve, 1.7 shares for awards granted on or after June 30, 2023.
Minimum Vesting
The Plan Amendment provides that all awards will be subject to a minimum 1-year vesting provision, meaning that no portion of the Corporationaward may vest before the first anniversary of the grant date. The minimum vesting requirement enhances the “pay for any purpose or purposesperformance” element of our equity awards. The Plan Amendment includes some limited exceptions to this rule:
The Compensation Committee can grant awards, using up to 5% of the share reserve, that vest sooner than the first anniversary of grant. This provides the Compensation Committee with the flexibility to address specific situations where a shorter vesting period may be called at any time only byappropriate.
• | The following awards are not subject to minimum vesting provision: substitute awards, shares delivered in lieu of fully vested cash awards, and any award to a non-employee director that vests on the earlier of the one-year anniversary of the grant date and the next annual meeting of shareholders that is at least 50 weeks after the immediately preceding year’s annual meeting. |
The Compensation Committee has flexibility to accelerate the vesting or atexercisability of awards under the direction2018 Omnibus Plan, as amended, including awards subject to the minimum vesting requirement, including in cases of retirement, termination, death, disability or a change in control, as set forth in the terms of the Boardaward or otherwise.
Current Overview of Directors orOutstanding Equity Awards
We currently have awards outstanding under the Chair2018 Omnibus Plan and its predecessor, the 2014 Omnibus Plan. The total shares of the Boardour common stock outstanding as of Directors.June 30, 2023 was 180,273,081.
C.B. An annual meeting of stockholders for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, if any, on such date, and at such time as shall be fixed exclusively by resolution of the Board of Directors or a duly authorized committee thereof.
Plans as of June 30, 2023
| Shares
| Shares
| Shares
| |||||||||
2018 Omnibus Plan
|
| 802,785
|
|
| 1,687,789
|
|
| 7,882,520
|
| |||
2014 Omnibus Plan | 205,962 | 75,546 | 0 | |||||||||
7080CATALENT, INC. | 20212023 Proxy Statement PROPOSAL 5: AMEND OUR CERTIFICATE4: APPROVAL OF INCORPORATIONAMENDMENT NO. 1 TO REMOVE THE LIMITATION ONCATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN
CALLING SHAREHOLDER SPECIAL MEETINGS
(1) | As of June 30, 2023, the 802,785 stock options outstanding under the 2018 Omnibus Plan had a weighted average exercise price per share of $79.83 and a weighted average life of 6.8 years. As of June 30, 2023, the 205,962 stock options outstanding under the 2014 Omnibus Plan had a weighted average exercise price per share of $37.51 and a weighted average life of 3.8 years. |
(2) | 2018 Omnibus Plan consists of RSUs and PSUs. The amounts shown includes (a) 44,529 vested RSUs and PSUs that have been deferred under our Deferred Compensation Plan, and (b) 616,531 Adjusted EPS PSUs and Relative Return PSUs at target, which may increase by up to an additional 445,596 shares (not included in the number above) representing the number of shares above target if the maximum performance thresholds are met. 2014 Omnibus Plan includes 75,546 vested RSUs and PSUs that have been deferred under our Deferred Compensation Plan. |
(3) | Under the terms of the 2018 Omnibus Plan, each issued RSU and PSU reduces the amount remaining available by 2.25 shares, which is reflected in the amount shown, as well as incremental shares underlying PSUs representing performance at maximum above the respective targets. |
Based on our shares of common stock outstanding as of June 30, 2023, the 9,645,855 shares issuable under existing grants or available for future grants, as set forth in the table above, represent “fully diluted overhang” of approximately 5.1% of our shares of common stock (if shares available for future grant are expressed in stock options). If you approve the Plan Amendment, the additional 7,625,000 shares available for issuance would increase the overhang to approximately 8.8% if shares available for future grant are expressed in stock options, or 5.7% if shares available for future grant are expressed in full-value shares. We calculate “fully diluted overhang” as (a) the total number of shares underlying outstanding awards plus shares available for issuance under future equity awards, divided by (b) the total number of shares outstanding, shares underlying outstanding awards, and shares available for issuance under future equity awards.
We recognize that equity awards dilute existing shareholders. In connection with our stock-based compensation programs, we are committed to using equity incentive awards prudently and within reasonable limits. Accordingly, we closely monitor our stock award “burn rate” each year. Our annual burn rate is determined by dividing the number of shares of our common stock subject to stock-based awards we grant in a fiscal year by the weighted average number of our fully diluted shares of our common stock outstanding for that fiscal year.
Fiscal Year
| Options
| RSUs &
| PSUs &
| Total
| Weighted
| Burn
| ||||||||||||||||||
2023 | 151,454 | 719,028 | 377,915 | 1,248,397 | 181,000,000 | 0.7 | % | |||||||||||||||||
2022 | 182,751 | 324,091 | 300,890 | 807,732 | 176,000,000 | 0.5 | % | |||||||||||||||||
2021 | 231,352 | 283,495 | 462,535 | 977,382 | 168,000,000 | 0.6 | % | |||||||||||||||||
3-Year Average | 0.6 | % | ||||||||||||||||||||||
(1) | PSUs reflect vested amounts in each year. |
Based on our current equity award practices, the Compensation Committee’s independent consultant, FW Cook, has estimated that the authorized shares under the 2018 Omnibus Plan, including the Plan Amendment, should be sufficient to provide us with an opportunity to grant equity awards for approximately 2-3 years of awards (including fiscal 2024), in amounts determined appropriate by the Compensation Committee, which administers the 2018 Omnibus Plan (as discussed below). This is only an estimate, and circumstances could cause the share reserve to be used more quickly or more slowly. These circumstances include, but are not limited to, the future price of shares of our common stock, the mix of options and full-value awards provided as long-term incentive compensation, grant amounts provided by our competitors, payout of performance-based awards in excess of target in the event of superior performance, hiring activity, and promotions during the next few years.
Highlights of the 2018 Omnibus Plan
The 2018 Omnibus Plan contains a number of provisions that we believe are consistent with best practices in equity compensation and protect our shareholders’ interests, as described below.
• | No evergreen authorization: The 2018 Omnibus Plan does not have an evergreen provision, which would permit an automatic annual increase in the share pool without further shareholder approval. |
• | Reasonable limit on full-value awards: Stock options and stock appreciation rights include an exercise price or strike price that limits the recipient’s benefit to any increase in stock value subsequent to grant. In contrast, restricted stock, restricted stock units, and similar awards are referred to as full-value awards because they provide the recipient with the full value of the shares, without being reduced by an exercise price or strike price. For purposes of calculating the shares that remain |
PROPOSAL 4: APPROVAL OF AMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN 2023 Proxy Statement | CATALENT, INC.81
available for issuance under the 2018 Omnibus Plan, grants of options and stock appreciation rights reduce the share reserve on a one-for-one basis, meaning that the reserve is reduced by one share for each one share subject to a granted award. In contrast, grants of full-value awards will reduce the 2018 Omnibus Plan’s share reserve at the rate of 1.7 shares for every share actually granted after June 30, 2023 (if you approve the Plan Amendment—the current ratio is higher, at 2.25:1). This effectively limits the number of full-value awards that can be granted. For example, if only full-value awards are granted, the 7,625,000 shares added to the share reserve by the Plan Amendment would only permit the issuance of 4,485,294 shares. |
• | Prohibition on repricing: The 2018 Omnibus Plan prohibits reducing the exercise price or strike price of outstanding options or stock appreciation rights, including indirect reduction in the exercise price or strike price by means of cancelling and replacing stock options or stock appreciation rights with a grant with a lower exercise price or a cash buyout of an underwater option or stock appreciation right (except as permitted in a change in control, as defined in the 2018 Omnibus Plan, or in the case of an adjustment event as described in the section titled “Changes in Capitalization and Similar Events” below or with shareholder approval). |
• | Minimum Vesting Period: At least 95% of the shares under the 2018 Omnibus Plan must be issued pursuant to grants that include a minimum one-year vesting requirement, such that no portion of the award may vest before the first anniversary of the grant date, with certain limited exceptions as described above. |
• | No automatic vesting upon a change in control: The 2018 Omnibus Plan does not provide for automatic vesting upon a change in control, but grants the Compensation Committee flexibility to address the treatment of awards under the 2018 Omnibus Plan, including providing for an acquiring corporation to assume or cancel outstanding awards, accelerating the vesting of outstanding awards, or requiring that participants exchange outstanding accelerated awards for cash. |
• | No discounted stock options or stock appreciation rights: Stock options and stock appreciation rights must have an exercise price or strike price at or above the fair market value on the date of grant. |
• | Limit on director pay: 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 (measured as of the grant date of the applicable awards) if the Plan Amendment is approved (previously, this number was $600,000). |
• | No tax gross-up: The 2018 Omnibus Plan does not provide for any tax gross-up. |
• | Limitation on dividends and dividend equivalents: Any dividend or dividend equivalent must be subject to the same vesting restrictions as the underlying award and will not be paid until and unless such vesting restrictions are satisfied. |
• | Administered by an independent committee: The 2018 Omnibus Plan will be administered by our Compensation Committee, which consists entirely of independent directors. Our Board or the Compensation Committee may delegate administration of certain aspects of the 2018 Omnibus Plan to one or more officers, and our Board, which is majority-independent, retains certain authority as described in more detail below. |
Summary Description of 2018 Omnibus Plan
The principal terms and provisions of the 2018 Omnibus Plan are set forth below. This summary, however, is not intended to be a complete description of all the terms of the 2018 Omnibus Plan and is qualified in its entirety by reference to the complete text of the 2018 Omnibus Plan, which is an appendix to the Company’s 2018 Proxy Statement and is also available as an exhibit to our SEC filings, including our 2023 Annual Report, which may be found on investor.catalent.com/financials/sec-filings, and the Plan Amendment, which is annexed to this Proxy Statement as Appendix B.
Purpose. The purpose of the 2018 Omnibus Plan is to assist the Company and its affiliates in attracting and retaining selected employees, directors, consultants and/or advisors by providing such individuals with equity compensation, thereby strengthening their long-term commitment to the welfare of the Company and its affiliates.
Types of Awards. The following types of awards may be granted under the 2018 Omnibus Plan: options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards, and performance compensation awards. The principal features of each type of award are described below.
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Set forthAdministration. 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 Appendix Bour 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 this Proxy Statement isparticipate 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 formnumber of the Fourth Amended & Restated Certificate of Incorporation thatconsultants and other advisors who are or would be adopted should each of Proposals 5, 6, and 7eligible to be approved (though none of them is conditioned on or otherwise requiresgranted awards under the approval of any other).
If the proposed amendment to the Certificate of Incorporation is approved and implemented, Section 2.02 of our bylaws will be amended to read as follows, with the changes from our current bylaws marked:
Section 2.02 Special Meetings.Special meetings of the stockholders may only be called in the manner provided in the Corporation’s certificate of incorporation as then in effect (as the same may be amended and/or restated2018 Omnibus Plan from time to time, we have never granted awards under the “Certificate of Incorporation”)2018 Omnibus Plan to consultants.
Securities Subject to 2018 Omnibus Plan. Subject to the capitalization adjustments and may be held at such place, if any, either within or without the State of Delaware, and at such time and dateadd-back provisions, each as the Board of Directors or the Chairdescribed below, as of the Board of DirectorsPlan Amendment Effective Date, no more than 15,507,520 shares shall determine and state inbe available for awards under the notice of meeting. The Board of Directors may postpone, reschedule or cancel any special meeting of stockholders previously scheduled2018 Omnibus Plan, as amended by the BoardPlan Amendment. This share reserve is comprised of Directors(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 Chair2018 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 Boardfull number of Directors.
(A) Exceptshares to which the award related (referred to as otherwise required by law and“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 rights2018 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 holdersexercise price or withholding tax upon the exercise of any series of Preferred Stock (as defined in the Certificate of Incorporation), special meetingsoptions or stock appreciation rights, shares not issued or delivered as a result of the stockholdersnet settlement of options or stock appreciation rights, and shares reacquired by the Corporation mayCompany with the amount received upon exercise of options will not again be called,available for any purposesubsequent issuance under the 2018 Omnibus Plan. For the avoidance of doubt, shares withheld by the Company or purposes, only (1)tendered by the participant in payment of withholding taxes on awards other than options or atstock appreciation rights will continue to be deemed to constitute shares not issued to the direction ofparticipant and will be added to the Board of Directors orshares available for awards under the Chair of the Board of Directors, or (2)2018 Omnibus Plan in accordance with the provisions of Section 2.02(B), by the Secretary of the Corporation. Subject to the provisions of this Section 2.02, any such special meeting of the stockholders of the Corporation may be held at such place, if any, either within or without the State of Delaware, and at such time and date as the Board of Directors or the Chair of the Board of Directors shall determine and state in the notice of meeting. The Board of Directors may postpone, reschedule or, subject to the provisions of Section 2.02(B)(5) with respect to any special meeting of stockholders called in accordance with the provisions of Section 2.02(B), cancel any special meeting of stockholders previously scheduled in accordance with this Section 2.02. The Board of Directors may, in its sole discretion, determine that any such special meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as described in Section 2.11. At any special meeting of the stockholders of the Corporation, only such business shall be conducted as shall have been properly brought before the meeting pursuant to the Corporation’s notice of meeting.
(B) Subject to the provisions of this Section 2.02(B) and all other applicable sections of these Bylaws, a special meeting of stockholders of the Corporation shall be called by the Secretary of the Corporation upon written request (a “Special Meeting Request”) to the Secretary of the Corporation of one or more record holders of shares of capital stock of the Corporation (or, if a record holder of shares of capital stock of the Corporation holds such shares on behalf of one or more beneficial owners, such beneficial owner(s)) representing not less than forty percent (40%) of the voting power of the issued and outstanding shares of capital stock of the Corporation (the “Requisite Percentage”). The Board of Directors shall have the sole authority to determine whether all requirementsratios set forth in this Section 2.02(B) have been satisfied and such determination shall be binding on the Corporation and its stockholders.
(1) A Special Meeting Request must be delivered by hand or by registered or certified U.S. mail, postage prepaid, return receipt requested, or nationally recognized overnight courier service, postage prepaid, to the attention of the Secretary of the Corporation at the principal executive offices of the Corporation. A Special Meeting Request shall only be valid if it is signed and dated by each stockholder of record submitting the Special Meeting Request and the beneficial owners, if any, on whose behalf the Special Meeting Request is being made, or such stockholder’s or beneficial owner’s duly authorized agent (each, a “Requesting Stockholder”), and includes: (a) a statement of the specific purpose or purposes of the special meeting and the matters proposed to be acted on at the special meeting, the language of any proposal or business (including the text of any resolution proposed for consideration and, in the event that such business includes a proposal to amend these Bylaws or any other document governing the affairs of the Corporation, the Board of Directors or any committee thereof, the language of the proposed amendment), the reasons for conducting such business at the special meeting, and any material interest in such business of the Requesting Stockholders; (b) in the case of any director nomination proposed to be presented at such special meeting, the information required pursuant to clauses (a) and (c) of Section 2.03(A)(3) to be set forth in a stockholder’s notice pursuant to Section 2.03(A)(3); (c) in the case of any matter other than a director nomination proposed to beabove.
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CALLING SHAREHOLDER SPECIAL MEETINGS83
presented at such special meeting, the information requiredThe maximum number of shares of our common stock that may be issued pursuant to clause (c)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, Section 2.03(A)(3)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 orstock 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 set forthmade, (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 stockholder’s noticeterm 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 2.03(A)(3)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
84CATALENT, INC. | 2023 Proxy Statement PROPOSAL 4: APPROVAL OF AMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN
stock option unless the applicable award agreement expressly states that the option is intended to be an incentive stock option.
Upon cessation of service, the optionee will have a limited period in which to exercise outstanding vested options, with the length of the period varying depending on the reason for the termination of employment. The Compensation Committee will have discretion to waive certain terms of the options when an optionee departs, including waiving the time limit on the post-service exercise period, waiving the requirement of continued service for vesting, or accelerating the vesting of options in whole or in part. Such discretion may be exercised at any time while the options remain outstanding.
The holder of an option shall not have any rights of a shareholder with respect to the shares subject to that option unless and until such holder has exercised the option, paid or otherwise satisfied the exercise price for the purchased shares and shares have been issued in respect of the option exercise.
Stock Appreciation Rights. We will be able to issue two types of stock appreciation rights under the 2018 Omnibus Plan:
Tandem stock appreciation rights granted in conjunction with an option, which provides the holder with the right to surrender the related option following its vesting in exchange for an appreciation distribution from us in an amount equal to the excess of (i) the fair market value of the shares subject to the surrendered option over (ii) the aggregate strike price payable under the option for those shares.
Stand-alone stock appreciation rights, which allows the holder to exercise the right as to that number of shares stated in the grant of the right and receive in exchange an appreciation distribution from us in an amount equal to the excess of (i) the fair market value of the shares as to which the right is exercised over (ii) the aggregate strike price under the right for those shares.
The strike price per share for each stock appreciation right may not be less than the fair market value per share of our common stock on the grant date of the stock appreciation right, and the right may not have a term in excess of ten (10) years.
The appreciation distribution on any exercised stock appreciation right will be paid in (i) cash, (ii) shares of our common stock, or (iii) a combination of cash and shares, as determined by the Compensation Committee. Upon cessation of service with us, the holder of a vested stock appreciation right will have a limited period in which to exercise that right, with the length of the period varying depending on the reason for the termination of employment. The Compensation Committee will have discretion to waive certain terms of the stock appreciation rights when a holder departs, including waiving the time limit on the post-service exercise period, waiving the requirement of continued service for vesting, or accelerating the vesting of stock appreciation rights in whole or in part. Such discretion may be exercised at any time while the stock appreciation rights remain outstanding.
The holder of a stock appreciation right will not have any rights of a shareholder with respect to the shares subject to that right unless and until such holder has exercised the right and shares have been in respect of the stock appreciation right.
Repricing. The Compensation Committee may not implement any of the following repricing programs (except in the case of a corporate transaction as described in the section titled “Changes in Capitalization and Similar Events” below) without shareholder approval: (i) a reduction of the exercise price in effect for an outstanding option or stock appreciation right, (ii) cancellation of an outstanding option or stock appreciation right in return for a new option or stock appreciation right with a lower exercise price per share, (iii) cancellation of an outstanding option or stock appreciation right with an exercise price per share in excess of the then-current fair market value per share for consideration payable in cash or another award, or (iv) any other action that is considered a “repricing” under a rule of the NYSE (or such other securities exchange on which our securities are listed).
Restricted Stock and Restricted Stock Units. Shares of our common stock may be issued under the 2018 Omnibus Plan subject to specified restrictions. Shares of our common stock may also be issued under the 2018 Omnibus Plan pursuant to restricted stock units that entitle the recipients to receive those shares (or cash in lieu of shares), upon vesting or a later date determined by the Compensation Committee, subject to specified restrictions. In either case, the specified restrictions may include a requirement that the recipient remain continuously employed or providing services to us for a specified period or a requirement that certain performance-based goals are met.
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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); (d)(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 representationper-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.
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The Compensation Committee may specify adjustments or modifications to be made to the calculation of a performance goal for such performance period, based on and in order to appropriately reflect the following events: (i) an asset write-down; (ii) litigation or any claim judgment or settlement; (iii) the effect of a changes in tax law, an accounting principle, or another law, stock exchange listing standard, or regulatory rule affecting reported results; (iv) any reorganization or restructuring program; (v) any unusual, infrequently occurring, or nonrecurring item or event, or as described in management’s discussion and analysis of financial condition and results of operations appearing in our annual report to shareholders for the applicable year; (vi) any acquisition or divestiture; (vii) any other specific, unusual, infrequently occurring, or nonrecurring event, or objectively determinable category thereof; (viii) any foreign exchange gain or loss; (ix) discontinued operations and nonrecurring charges; and (x) a change in our fiscal year.
Unless otherwise provided in the applicable award agreement, (i) a participant must be employed by us on the last day of a performance period to be eligible for payment in respect of a performance compensation award for such performance period and (ii) a participant will only be eligible to receive payment in respect of a performance compensation award to the extent that the performance goals for such period are achieved. However, unless otherwise provided in the applicable award agreement, the Compensation Committee shall have the discretion to (i) provide payment in respect of performance compensation awards for a performance period if the performance goals have not been attained or (ii) increase a performance compensation award, subject to the applicable limitations set forth in the section titled “Securities Subject to 2018 Omnibus Plan” above.
New Plan Benefits
No award has been or will be granted under the 2018 Omnibus Plan with respect to the shares to be added by the Plan Amendment unless and until you approve the Plan Amendment. Any award following approval of this Proposal shall be at the discretion of the Compensation Committee. Accordingly, the benefits or amounts that may be received by or allocated to each Requesting Stockholder,of (i) the officers listed in the Summary Compensation Table, (ii) each of the nominees for election as a director, (iii) all non-employee directors as a group, (iv) all of our present executive officers as a group, and (v) all of our employees, including all other current officers, as a group under the 2018 Omnibus Plan are not determinable at this time.
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History of Grants Under the 2018 Omnibus Plan
The following table shows the aggregate number of shares of our common stock underlying options, restricted stock units and performance restricted stock units granted to the identified persons under the 2018 Omnibus Plan since its inception through December 4, 2023. No award has been granted under the 2018 Omnibus Plan to any associate of any director, director nominee, or executive officer, and no other person has been granted 5% or more of the total amount of awards granted under the 2018 Omnibus Plan. As of December 4, 2023, the closing price of our common stock on the NYSE was $39.97 per share.
Name | Shares of (#) | Restricted Stock Units(1) | Performance (#) | |||||||||
Named Executive Officers and Position |
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Alessandro Maselli(3) – President and Chief Executive Officer | 192,485 | 65,328 | 106,703 | |||||||||
Steven L. Fasman – Former Executive Vice President & Chief Administrative Officer | 69,613 | 32,283 | 39,558 | |||||||||
Aristippos Gennadios – Group President, Pharma and Consumer Health | 47,401 | 37,374 | 26,921 | |||||||||
Ricky Hopson – President, Division Head for BioProduct Delivery, Chief of Staff, and Former Interim Chief Financial Officer | 23,983 | 19,513 | 13,456 | |||||||||
John Chiminski – Former Executive Chair | 326,424 | 98,255 | 172,310 | |||||||||
Thomas Castellano – Former Senior Vice President and Chief Financial Officer | 24,375 | 12,261 | 14,605 | |||||||||
Manja Boerman – Former President, Division Head for Biomodalities | 24,433 | 15,864 | 32,171 | |||||||||
All current executive officers as a group | 558,072 | 222,597 | 271,581 | |||||||||
All current directors who are not executive officers as a group | — | 257,164 | — | |||||||||
Director Nominees |
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| |||
Michael J. Barber | — | 13,389 | — | |||||||||
Steven K. Barg | | — | | | 7,711 | | | — | | |||
J. Martin Carroll | — | 19,052 | — | |||||||||
Rolf Classon | — | 18,497 | — | |||||||||
Frank D’Amelio | — | 7,972 | — | |||||||||
John J. Greisch(4) | 127,096 | 11,504 | 22,353 | |||||||||
Gregory T. Lucier | — | 18,497 | — | |||||||||
Donald E. Morel, Jr. | — | 18,497 | — | |||||||||
Stephanie Okey | — | 7,972 | — | |||||||||
Michelle R. Ryan | — | 7,972 | — | |||||||||
Jack Stahl | — | 18,497 | — | |||||||||
All employees, including all current officers who are not executive officers, as a group | 1,216,319 | 2,838,306 | 945,672 |
(1) | Number of stock options and restricted stock units shown above have not been reduced to reflect forfeitures, cancellations, or exercises, as applicable. |
(2) | Includes performance share units and performance restricted stock awards. The amounts shown above reflects shares earned with respect to completed performance periods, and target awards granted with respect to ongoing performance periods. |
(3) | Mr. Maselli is also a director nominee. |
(4) | Mr. Greisch is also an executive officer. |
General Provisions
Changes in Capitalization and Similar Events. In the event of (a) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of our common stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of shares of common stock or other of our securities, issuance of warrants or other rights to acquire shares of common stock or other of our securities, or other similar corporate transaction or event (including a change in control) that
88CATALENT, INC. | 2023 Proxy Statement PROPOSAL 4: APPROVAL OF AMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN
affects the shares of our common stock, or (b) unusual or nonrecurring events (including a change in control) affecting us, any affiliate, or our financial statements or those of any affiliate, or changes in applicable rules, rulings, regulations, or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles, or law, such that in either case an adjustment is determined by the Compensation Committee in its sole discretion to be necessary or appropriate, then the Compensation Committee shall make any such adjustments in such manner as it may deem equitable, including any or all of the following:
adjusting any or all of (A) the number of shares available for grant under the 2018 Omnibus Plan, (B) the number of shares of common stock or other securities (or number and kind of other securities or other property) that may be issued in respect of awards or with respect to which awards may be granted under the 2018 Omnibus Plan (including adjusting any or all of the limitations as set forth above in the section titled “Securities Subject to 2018 Omnibus Plan”) and (C) the terms of any outstanding award;
providing for a substitution or assumption of awards (or awards of an acquiring company), accelerating the exercisability of, lapse of restrictions on, or termination of, awards or providing for a period (which shall not be required to be more than ten (10) days) for participants to exercise outstanding awards prior to the occurrence of such event (and any such award not so exercised shall terminate upon the occurrence of such event); and
• | cancelling any one or more outstanding awards and causing to be paid to the holders of vested awards (including any award that would vest as a result of the occurrence of such event but for such cancellation) the value of such awards, if any, as determined by the Compensation Committee (which if applicable may be based upon the price per share of common stock received or to be received by our other shareholders in such event), including, in the case of an outstanding option or stock appreciation right, a cash payment in an amount equal to the excess, if any, of the fair market value (as of a date specified by the Compensation Committee) of the shares of common stock subject to such option or stock appreciation right over the aggregate exercise price of such option or stock appreciation right, respectively (it being understood that, in such event, any option or stock appreciation right having a per-share exercise price equal to, or in excess of, the fair market value of a share of common stock subject thereto may be canceled and terminated without any payment or consideration therefor). |
Valuation. The fair market value per share of our common stock on any relevant date under the 2018 Omnibus Plan is deemed to be equal to the closing selling price per share on that date as determined by the NYSE (or if there was no sale on that date, on the last preceding date on which a sale was reported). As of December 4, 2023, the fair market value of our common stock determined on such basis was $39.97 per share.
Transferability. Awards under the 2018 Omnibus Plan (a) may not be assigned, alienated, pledged, attached, sold, or otherwise transferred or encumbered by a participant other than by will or the laws of descent and distribution and (b) may only be exercised by a participant during the participant’s lifetime or, if permissible under applicable law, by the participant’s legal guardian, representative or devisee. However, the Compensation Committee may permit awards (other than incentive stock options) to be transferred (without consideration) to one or more members of the award recipient’s family, to a trust established for the award recipient or one or more qualified representativessuch family members, or to such other transferee as permitted under the 2018 Omnibus Plan, subject to such rules as the Compensation Committee may adopt.
Withholding taxes. A participant shall be required to pay us any required withholding or any other applicable taxes or other amounts due from the participant in respect of an award. Alternatively, we shall have the right to withhold from any cash, share, or other securities or property issuable under any award or from any other compensation, any required withholding or any other applicable taxes or other amounts due from the participant in respect of an award. The Compensation Committee also may allow such individuals to deliver previously acquired shares of our common stock in payment of such withholding tax liability. Any shares withheld in excess of the shares required to satisfy a withholding liability at the minimum statutory withholding rates will not be added back to the share reserve under the recycling rules of the plan.
Clawback/Forfeiture. An award agreement may provide that the Compensation Committee may cancel such award, or require that the participant forfeit any gain realized on the vesting, exercise, or settlement of such award, if the participant
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 the term “qualified representative” is defined in Section 2.03(C)(2))the 2018 Omnibus Plan). The Compensation Committee may also provide in an award agreement that, if the participant receives any amount in excess of eachwhat 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 stockholder, intendsexcess amount. Without limiting the generality of the foregoing, all awards shall be subject to appear in personreduction, cancellation, forfeiture, or by proxy at the special meeting to present the proposal(s) or business to be brought before the special meeting; (e) an agreement by the Requesting Stockholders to notify the Corporation promptly in the event of any disposition priorrecoupment to the record date for voting atextent necessary to comply with applicable law. In addition, if the special meeting of shares of capitalstock of the Corporation owned of record and an acknowledgement thatPlan Amendment is approved, all Awards (and/or any such disposition shall be deemed to be a revocation of such Special Meeting Requestamount received with respect to (andsuch Awards) will be subject to reduction, cancellation, forfeiture or recoupment to the extent of) such disposed shares; and (f) documentary evidence thatnecessary to comply with applicable law, stock exchange listing requirements, and/or any clawback or recoupment policy we may promulgate.
Minimum Vesting. Pursuant to the Requesting Stockholders own the Requisite Percentage asPlan Amendment, all awards will be subject to one-year minimum vesting. No portion of the date on whichaward may vest before the Special Meeting Request is delivered to the Secretaryfirst anniversary of the Corporation; provided, however, that, ifgrant date. After the Requesting Stockholders are not the beneficial ownersone-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 representingauthorized under the Requisite Percentage, then to be valid, the Special Meeting Request must also include documentary evidence (or, if not simultaneously provided2018 Omnibus Plan with the Special Meeting Request, such documentary evidence must be delivered to the Secretary of the Corporation within ten (10) days after the date on which the Special Meeting Request is delivered to the Secretary of the Corporation)vesting that the beneficial owners on whose behalf the Special Meeting Request is made beneficially own the Requisite Percentage as of the date on which such Special Meeting Request is delivered to the Secretary of the Corporation. In addition, the Requesting Stockholders and the beneficial owners, if any, on whose behalf the Special Meeting Request is being made shall promptly provide such other information reasonably requested by the Corporation and, if requested by the Corporation on or prior to the record date for such special meeting, the information required under clauses (b)—(f) of this Section 2.02(B)(1) shall be supplemented by such Requesting Stockholders and beneficial owners, if any, not later than ten (10) days after the record date for such special meeting to disclose such information as of the record date (and with respect to the information required under clause (f) of this Section 2.02(B)(1), as of a date not more than five (5) business days before the scheduled date of the special meeting to which the Special Meeting Request relates).
(2) In determining whether a special meeting of stockholders has been requested by the Requisite Percentage of record holders in accordance with the procedures set forth in this Section 2.02, multiple Special Meeting Requests delivered to the Secretary of the Corporation will be considered together only if (a) each such Special Meeting Request identifies substantially the same business to be brought before the special meeting (as determined in good faith by the Board of Directors), and (b) such Special Meeting Requests have been dated and delivered to the Secretary of the Corporation within forty-five (45) days of the earliest dated Special Meeting Request identifying such business.
(3) A Special Meeting Request shall not be valid, and the special meeting requested by the Requesting Stockholders shall not be held, if: (a) the Special Meeting Request does not comply with this Section 2.02(B); (b)rule (i.e., where the Special Meeting Request relates to an item of business thatinitial vesting is less than one year after the grant date). In addition, the follow awards are not a proper subject for stockholder action under applicable law; (c) the Special Meeting Request is delivered during the period commencing one hundred twenty (120) days prior to the first anniversaryminimum vesting requirement: substitute awards, shares delivered in lieu of the date of the immediately preceding annual meeting of stockholdersfully vested cash awards and ending onawards to non-employee directors that vest at the date of the next annual meeting of stockholders; (d) an identical 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 substantially similar item (as determinedexercisability of awards, including in good faithcases 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 Board,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 “Similar Item”),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 election2018 Omnibus Plan may be either incentive stock options, which satisfy the requirements of directors, was presentedSection 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 an annualthe 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 special meetingotherwise made the subject of stockholders held notcertain 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 twelve (12) months beforetwo (2) years after the Special Meeting Requestdate the option for the shares involved in such sale or disposition is delivered; (e) a Similar Item was presented at an annual or special meeting of stockholders held notgranted and more than one hundred twenty (120) days before the Special Meeting Request is delivered (and, for purposes of this clause (e), the election of directors shall be deemed to be a “Similar Item” with respect to all items of business involving the election or removal of directors, changing the size of the Board of Directors and the filling of vacancies and/or newly created directorships resulting from any increase in the authorized number of directors); (f) a Similar Item is included in the corporation’s notice of meeting as an item of business to be brought before an annual or special meeting of stockholders that has been called but not yet held or that is called for a date within one hundred twenty (120) days of the receipt by the corporation of a Special Meeting Request; or (g) the Special Meeting Request was made in a manner that involved a violation of Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other applicable law. For purposes of this Section 2.02(B)(3),(1) year after the date of delivery of the Special Meeting Request shall beoption is exercised for those shares. If the sale or disposition occurs before these two periods are satisfied, then a disqualifying disposition will result.
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CALLING SHAREHOLDER SPECIAL MEETINGSCATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN
Upon a qualifying disposition, the first date on which valid Special Meeting Requests constituting the Requisite Percentage have been deliveredoptionee will recognize long-term capital gain in an amount equal to the Secretaryexcess, if any, of (i) the amount realized upon the sale or other disposition of the Corporation.purchased shares over (ii) the exercise price paid for the shares. If there is a disqualifying disposition of the shares, then the excess of (i) the fair market value of those shares on the exercise date or (if less) the amount realized upon such sale or disposition over (ii) the exercise price paid for the shares will be taxable as ordinary income to the optionee. Any additional gain or loss recognized upon the disposition will be a capital gain or loss.
(4) Special meetingsIf the optionee makes a disqualifying disposition of stockholders called pursuantthe purchased shares, then generally we will be entitled to thisan income tax deduction, for the taxable year in which such disposition occurs, equal to the amount of ordinary income recognized by the optionee as a result of the disposition. We will not be entitled to any income tax deduction if the optionee makes a qualifying disposition of the shares.
Nonqualified Stock Options. The holder of a nonqualified stock option does not recognize taxable income at the time of the option grant. The optionee will, in general, recognize ordinary income when the option is exercised, equal to the excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares, and the optionee will be required to satisfy the tax withholding requirements applicable to such income. Generally, we will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the optionee with respect to the exercised non-statutory option. The deduction will in general be allowed for our taxable year in which such ordinary income is recognized by the optionee.
Stock Appreciation Rights. No taxable income is recognized upon receipt of a stock appreciation right. The holder will recognize ordinary income in the year in which the stock appreciation right is exercised, in an amount equal to the excess of the fair market value of the underlying shares on the exercise date over the base price in effect for the exercised right, and the holder will be required to satisfy the tax withholding requirements applicable to such income. Generally, we will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the holder in connection with the exercise of the stock appreciation right. The deduction will in general be allowed for the taxable year in which such ordinary income is recognized.
Restricted Stock. The recipient of unvested shares of common stock will not recognize any taxable income at the time those shares are issued but will have to report as ordinary income, as and when those shares subsequently vest, an amount equal to the excess of (i) the fair market value of the shares on the vesting date over (ii) the cash consideration (if any) paid for the shares. The recipient may, however, elect under Section 2.02(B) shall83(b) of the Code to include as ordinary income in the year the unvested shares are issued an amount equal to the excess of (i) the fair market value of those shares on the issue date over (ii) the cash consideration (if any) paid for such shares. If the Section 83(b) election is made, the recipient will not recognize any additional income as and when the shares subsequently vest. Generally, we will be heldentitled to an income tax deduction equal to the amount of ordinary income recognized by the recipient with respect to the unvested shares, whether at grant (pursuant to a Section 83(b) election) or at vesting. The deduction will in general be allowed for our taxable year in which such place,ordinary income is recognized by the recipient.
Restricted Stock Units. No taxable income is recognized upon receipt of restricted stock units. The holder will recognize ordinary income when the holder receives the shares or the value of the shares subject to the units. The amount of that income will be equal to the fair market value of the shares on the date of issuance, if shares are issued, and the amount of cash, if cash is paid, and the holder will be required to satisfy the tax withholding requirements applicable to such date,income. Generally, we will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the holder at the time the restricted stock units are settled. The deduction will in general be allowed for the taxable year in which such ordinary income is recognized.
Other Stock-Based Award. The tax consequences of other stock-based awards will depend on the nature of such awards. However, in general, taxable income is recognized when stock-based awards are actually settled and the participant receives shares or the value of shares, and at such time as the Boardparticipant will be required to satisfy the tax withholding requirements applicable to such income. Generally, we will be entitled to an income tax deduction equal to the amount of Directors or the Chair of the Board of Directors shall determine; provided, however, that the special meeting shall not be held more than ninety (90) days after the first date on which valid Special Meeting Requests constituting the Requisite Percentage have been receivedordinary income recognized by the Corporation.
(5) The Requesting Stockholders may revoke a Special Meeting Request by written revocation delivered to the Secretary of the Corporationparticipant at the principal executive officestime of settlement. The deduction will in general be allowed for the Corporation at any time prior to the special meeting. If, followingtaxable year in which such revocation (or deemed revocation pursuant to clause (e) of Section 2.02(B)(1)), there are unrevoked requests from Requesting Stockholders holding in the aggregate less than the Requisite Percentage, the Board of Directors, in its sole discretion, may cancel the special meeting.
(6) If none of the Requesting Stockholders appear or send a qualified representative to present the business to be presented for consideration specified in the Special Meeting Request, the Corporation need not present such business for a vote at the special meeting, notwithstanding that proxies in respect of voting on such business may have been received by the Corporation.
VOTEREQUIRED
Approval of this Proposal requires the affirmative vote of 66-2/3% in voting power of all outstanding shares entitled to vote thereon (each share conferring one vote). Abstentions and broker non-votes (if any) will have the effect of a vote against the Proposal.
Our Board unanimously recommends a vote "FOR" the approval of the amendment of our Certificate of Incorporation to remove the limitation on calling shareholder special meetings as disclosed in this Proxy Statement.ordinary income is recognized.
PROPOSAL 6: AMEND OUR CERTIFICATE4: APPROVAL OF INCORPORATIONAMENDMENT NO. 1 TO ADD A FEDERAL FORUM SELECTION PROVISION 2021THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN 2023 Proxy Statement | CATALENT, INC.7391
Amend our CertificateDividends and Dividend Equivalent Rights. No taxable income is recognized upon receipt of Incorporationa right to Adddividend or dividend equivalents. The holder will recognize ordinary income in the year in which a Federal Forum Selection Provision
(ITEM 6ONTHEPROXYCARD)
Our Certificatedividend or distribution, whether in cash, securities, or other property, is paid to the holder. The amount of Incorporation has a forum selection clause that does not include a federal forum provision for claims underincome will be equal to the Securities Act of 1933, as amended (the “Federal Securities Act”). As part of its continuing reviewfair market value of the elementscash, securities, or other property received, and the holder will be required to satisfy the tax withholding requirements applicable to such income. Generally, we will be entitled to an income tax deduction equal to the amount of the ordinary income recognized by the holder at the time the dividend or distribution is paid to such holder. That deduction will in general be allowed for the taxable year in which such ordinary income is recognized.
Section 162(m) of the Code. Section 162(m) of the Code imposes a $1 million limit on the amount a public company may deduct for compensation paid to a company’s chief executive officer, chief financial officer, or any of the company’s three other most highly compensated executive officers. As in prior years, while deductibility of executive compensation for federal income tax purposes is among the factors the Compensation Committee considers when structuring our corporate governance standardsexecutive compensation arrangements, it is not the sole or primary factor considered. Our Board and practices, the NominatingCompensation Committee concludedretain the flexibility to authorize compensation that including a federal forum clause was a helpful change that would improve the fairness and uniform adjudication of actions arising under the Federal Securities Act and recommended to our Board that it implement this provision. Based in part on that recommendation, our Board determined thatmay not be deductible if they believe it is in our best interests.
Accounting Treatment
Pursuant to FASB ASC Topic 718, we must expense all share-based payments, including grants of stock options, stock appreciation rights, restricted stock, restricted stock units and all other stock-based awards under the best interests2018 Omnibus Plan. Accordingly, stock options and stock appreciation rights which are granted to our employees and non-employee directors and payable in shares will have to be valued at fair value as of the grant date under an appropriate valuation formula, and that value will then have to be charged as a direct compensation expense against our reported earnings over the designated vesting period of the award. Stock appreciation rights that are to be settled in cash will be subject to variable mark-to-market accounting until the settlement date. For shares issuable upon the vesting of restricted stock units awarded under the 2018 Omnibus Plan, we will be required to amortize over the vesting period a compensation cost equal to the fair value of the underlying shares on the date of the award. If any other shares are unvested at the time of their direct issuance, then the fair value of those shares at that time will be charged to our reported earnings ratably over the vesting period. Such accounting treatment for restricted stock units and direct stock issuances will be applicable whether vesting is tied to service periods or performance goals, although, for performance-based awards, the grant date fair value will initially be determined on the basis of the probable outcome of performance goal attainment. The issuance of a fully vested stock bonus will result in an immediate charge to our earnings equal to the fair value of the bonus shares on the issuance date. Dividends or dividend equivalents paid on the portion of an award that vests will be charged against our retained earnings. If the award holder is not required to return the dividends or dividend equivalents if they forfeit their awards, dividends or dividend equivalents paid on instruments that do not vest will be recognized by us as additional compensation cost.
Finally, it should be noted that the compensation expense accruable for performance-based awards under the 2018 Omnibus Plan will, in general, be subject to adjustment to reflect the actual outcome of the applicable performance goals, and any expense accrued for such performance-based awards will be reversed if the performance goals are not met, unless those performance goals are deemed to constitute market conditions (i.e., because they are tied to the price of shares of our company and our shareholders to propose that change, as well as to revise the existing forum selection clause to include claims concerning the interpretation of our Certificate of Incorporation or bylaws and to specify the sequence of Delaware courts that should hear claims made against us.common stock) under FASB ASC Topic 718.
We are seeking shareholder approval to amend Article X of our Certificate of Incorporation to provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Federal Securities Act; the federal and state courts in Delaware shall be the exclusive forum for any action requiring the interpretation of our Certificate of Incorporation or bylaws; and the Delaware courts hearing claims subject to the forum selection clause (other than those under the Federal Securities Act) shall be, in order of preference, the Delaware Chancery Court, the Delaware Superior Court, and the U.S. District Court for the District of Delaware, subject to their respective jurisdictions.
EFFECTOFTHEAMENDMENT
Having the federal forum selection provision allows for (a) the consolidation of multi-jurisdiction litigation, (b) avoidance of state court forum-shopping and (c) efficiencies in managing the procedural aspects of securities litigation, all of which should also reduce the cost to us of resolving such matters. Including actions concerning the interpretation of our constitutive documents within the scope of the Delaware forum selection clause promotes the consistent and predictable application of Delaware law. And specifying the order in which the courts in Delaware should be petitioned provides for less ambiguity in how the forum selection should be applied.
Although we are seeking approval of these provisions for the reasons cited above, if they are approved and implemented, the effects of this amendment may include, but are not limited to, discouraging claims or limiting investors’ ability to bring a claim in an otherwise permissible judicial forum that they find favorable.
LANGUAGEOFPROPOSEDAMENDMENT
If approved, the amendment would enable us to amend our Certificate of Incorporation by amending Article X to read as follows, with the changes from our current Certificate of Incorporation marked (and including the changes to Article X(A) that would only be applicable if the changes in Proposal 7 were to be approved and adopted):
“ARTICLE X.
MISCELLANEOUS
A. If any provision or provisions of thisThirdFourth Amended and Restated Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of thisThirdFourth Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any paragraph of thisThirdFourth Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (ii) to
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the fullest extent possible, the provisions of thisThirdFourth Amended and Restated Certificate of Incorporation (including, without limitation, each such portion of any paragraph of thisThirdFourth Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service or for the benefit of the Corporation to the fullest extent permitted by law.
B. Unless the Corporation consents in writing to the selection of an alternative forum, (1) the federal district courts of theStateUnited States ofDelawareAmerica shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, and (2) the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware also does not have jurisdiction, the United States District Court for the District of Delaware) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, creditors or other constituents, (iii) any action asserting a claim against the Corporation or any director or, officer or other employee of the Corporation arising pursuant to any provision of the DGCL or thisThirdFourth Amended and Restated Certificate of Incorporation or the Bylaws (as either may be amended and/or restated from time to time), (iv) any action relating to the interpretation, application, enforcement or validity of this Fourth Amended and Restated Certificate of Incorporation or the Bylaws (as either may be amended and/or restated from time to time), or (ivv) any action asserting a claim against the Corporation or any director or, officer or other employee of the Corporation governed by the internal affairs doctrine, in(each such case subject to said courts having, a “Covered Proceeding” and the applicable court referenced by this Article X(B), a “Permitted Court”). This Article X(B) shall not apply to any claim brought to enforce any liability or duty created by the Exchange Act.
C. If any action the subject matter of which is a Covered Proceeding is filed in a court other than a Permitted Court (each, a “Foreign Action”) in the name of any person or entity (a “Claiming Party”) without the prior approval of the Corporation, such Claiming Party shall be deemed to have consented to (1) the personal jurisdictionoverof theindispensable parties named as defendants therein; provided, that, if and only if no court of the State of Delaware shall have jurisdiction over suchapplicable Permitted Court in connection with any action, such action may be brought ina federal court sitting in the State of Delaware, or, if not there, in any other court in the United States having jurisdiction oversuch Permitted Court to enforce Articles X(B) or X(D) (an “Enforcement Action”), and (2) having service of process made upon such Claiming Party in any such Enforcement Action by service upon such Claiming Party’s counsel in the Foreign Action as agent for suchactionClaiming Party.
D. To the fullest extent permitted by applicable law, any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of andprovided consentconsented to the provisions ofthisArticle X(B) - Article X(D) and waived any argument relating to the inconvenience of the forums referenced above in connection with any Covered Proceeding.”
Set forth in Appendix B to this Proxy Statement is a form of the Fourth Amended & Restated Certificate of Incorporation that would be adopted should each of Proposals 5, 6, and 7 be approved (though none of them is conditioned on or otherwise requires the approval of any other).
VOTEREQUIREDVote Required
Approval of this Proposalthe 2018 Omnibus Plan requires the affirmative vote of a majority of the outstanding shares entitled to vote thereon (each share conferring one vote). Abstentionsvotes cast, with abstentions considered “votes cast” under current NYSE rules and broker non-votes will havetherefore having the effect of a vote againstagainst. Should such shareholder approval not be obtained, then the Proposal.
Our Board unanimously recommends a vote "FOR"Plan Amendment will not become effective and awards will continue to be granted under the approval of the amendment of our Certificate of Incorporation2018 Omnibus Plan, subject to add a federal forum selection clause and revise our existing forum selection clause as disclosed in this Proxy Statement.previously authorized share limits.
PROPOSAL 7: AMEND AND RESTATE OUR CERTIFICATE OF INCORPORATION TO (I) ELIMINATE THE SUPERMAJORITY 202192CATALENT, INC. | 2023 Proxy Statement |PROPOSAL 4: APPROVAL OF AMENDMENT NO. 1 TO THE CATALENT, INC.75
VOTE REQUIREMENT FOR AMENDMENTS AND (II) MAKE NON-SUBSTANTIVE AND CONFORMING CHANGES 2018 OMNIBUS INCENTIVE PLAN
Amend and Restate our Certificate of Incorporation to (i) Eliminate the Supermajority Vote Requirement for Amendments and (ii) Make Non-Substantive and Conforming Changes
(ITEM 7ONTHEPROXYCARD)
Our Certificate of Incorporation requires a supermajority vote comprised of 66-2/3% of all outstanding shares of our common stock in order to amend the articles of our Certificate of Incorporation that deal with electing the members of our Board; limitations on director liability; shareholder action by written consent; calling of shareholder special meetings; and entering into transactions with interested shareholders. As part of its continuing reviewRecommendation of the elementsBoard of our corporate governance standards and practices, and informed by feedback from our investors, the Nominating Committee concludedDirectors
Our Board recommends that the supermajority requirement was unnecessarily restrictive and recommended to ourshareholders vote FOR the approval of the Plan Amendment. Our Board that we permit amendment of these aspects of our Certificate of Incorporation by a simple majority vote of our shareholders. Based in part on that recommendation, our Board determinedbelieves that it is in our best interest and yours to provide certain employees, non-employee directors, and certain consultants and advisors with the bestopportunity to acquire an ownership interest in the company through their participation in the 2018 Omnibus Plan and thereby encourage them to remain in the company’s service and more closely align their interests with those of our companythe shareholders. Our Board believes that the Plan Amendment is necessary for us to be able to continue equity grants under the 2018 Omnibus Plan, and, our shareholdersthereby, to makeattract and retain the changeservices of individuals essential to our Certificate of Incorporation described in this item.long-term growth and success.
We are seeking shareholder approval to amend Article V of our Certificate of Incorporation to remove the supermajority restrictions on the amendment of certain portions of our Certificate of Incorporation. Amendments would be subject to shareholder approval in the manner required by the General Corporation Law of the State of Delaware (the “DGCL”), which is generally a majority of our outstanding shares of common stock. We also propose retaining a limited form of the supermajority approval standard for amendments to Article IX, which governs business combinations with interested shareholders, by amending that Article to provide that any such amendment would be subject to a majority vote of the holders of common stock that are not interested shareholders under that Article. Lastly, we propose to make additional non-substantive and conforming changes to amend and restate the Certificate of Incorporation, including (a) revising Article VI, Board of Directors, to remove obsolete language, and (b) updating the self-references in the Certificate of Incorporation to reflect that it is the Fourth Amended and Restated version.
EFFECT OF THE AMENDMENT
Removing the supermajority voting requirement will make future amendment of aspects of our certificate of incorporation possible with the affirmative votes of fewer shareholders. Restricting the ability of interested shareholders to vote in connection with amending the provisions of Article IX defends the integrity of that Article’s protections for non-interested shareholders.
LANGUAGE OF PROPOSED AMENDMENT
If approved, the amendment would enable us to amend our Certificate of Incorporation by amending Article V(A) to read as follows, with the changes from our current Certificate of Incorporation marked:
“ARTICLE V.
AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS
A.Notwithstanding anything contained in this Third Amended and Restated Certificate of Incorporation to the contrary, in addition to any vote required by applicable law, the following provisions in this Third Amended and Restated Certificate of Incorporation may be amended, altered, repealed or rescinded, in whole or in part, or any provision
76ANNUAL MEETING, VOTING, AND PROCEDURES 2023 Proxy Statement | CATALENT, INC. | 2021 Proxy Statement PROPOSAL 7: AMEND AND RESTATE OUR CERTIFICATE OF INCORPORATION TO (I) ELIMINATE THE SUPERMAJORITY
VOTE REQUIREMENT FOR AMENDMENTS AND (II) MAKE NON-SUBSTANTIVE AND CONFORMING CHANGES93
inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least 662/3% in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class: this Article V, Sections (A), (B) and (C) of Article VI, Article VII, Article VIII and Article IX; provided, however, that the provisions of this sentence relating to Sections (A) and (C) of Article VI will expire at the 2021 annual meeting of stockholders. For the purposes of this Third Amended and Restated Certificate of Incorporation, beneficial ownership of shares shall be determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor provision thereto.The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Fourth Amended and Restated Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights conferred upon the stockholders, directors, and officers of the Corporation herein are granted subject to this reservation.”
The approval would also allow the amendment of Article IX of the Certificate of Incorporation by adding a new sub-section, Article IX(D), as follows:
D. Notwithstanding any other provision of this Fourth Amended and Restated Certificate of Incorporation to the contrary, the affirmative vote of a majority in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon that are not then held by any interested stockholder, voting together as a single class, shall be required to amend or repeal, or adopt any provision inconsistent with, this Article IX.
Set forth in Appendix B to this Proxy Statement is a form of the Fourth Amended & Restated Certificate of Incorporation that would be adopted should each of Proposals 5, 6, and 7 be approved (though none of them is conditioned on or otherwise requires the approval of any other).
VOTE REQUIRED
Approval of this Proposal requires the affirmative vote of 66-2/3% in voting power of all outstanding shares entitled to vote thereon (each share conferring one vote). Abstentions and broker non-votes (if any) will have the effect of a vote against the Proposal.
Our Board unanimously recommends a vote FOR the approval of the amendment of our Certificate of Incorporation to eliminate the supermajority approvalrequirement for amendments, subject to excluding interested shareholders from amendment of the Article specific to them, and making additional non-substantive and conforming changes as disclosed in this Proxy Statement.
ANNUAL MEETING, VOTING, AND PROCEDURES 2021 Proxy Statement | CATALENT, INC.77
Annual Meeting, Voting, and Procedures
We are making this Proxy Statement available to our shareholders in connection with the solicitation of proxies by our Board for our 20212023 Annual Meeting of Shareholders. We are holding our 20212023 Annual Meeting of Shareholders at 8:00 a.m. Eastern on Thursday, October 28, 2021January 25, 2024 via a virtual meeting that can be attended at www.virtualshareholdermeeting.com/CTLT2021.CTLT2023.
We will limit attendance to shareholders of record on the record date, September 3, 2021,December 4, 2023, or their proxy holders.In order to access the virtual meeting, you will need the16-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
IMPORTANTNOTICEREGARDINGTHE AVAILABILITYOFPROXYMATERIALSFORTHE ANNUALSHAREHOLDERSMEETINGTOBEHELD ON
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We are furnishing proxy materials to our shareholders via “Notice and Access” delivery. On or about September 17, 2021December 15, 2023, we mailed to our shareholders a Notice of Internet Availability of Proxy Materials. This notice contains instructions on how to access our 20212023 Proxy Statement and 20212023 Annual Report and vote online. Our 20212023 Proxy Statement and 20212023 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 noticeNotice mailed on or about September 17, 2021December 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, call1-800-579-1639, or send an email, with your 16-digit control number in the subject line, to sendmaterial@proxyvote.com.sendmaterial@proxyvote.com. Please make the request on or before October 14, 2021January 11, 2024 to facilitate timely delivery.
Who is Entitled to Vote at the Annual Meeting?
Only holders of Catalent, Inc. common stock and Series A Preferred at the close of business on September 3, 2021,December 4, 2023, the record date fixed by our Board, may vote the shares of common stock and Series A Preferred that they hold on that date at the 20212023 Annual Meeting of Shareholders with respect to the matters submitted for vote. EachIn deciding all matters at the Annual Meeting, each share of common stock is entitled torepresents one vote. Each share of Series A Preferred is entitled to vote with the common stock on an as-converted basis. As of September 3, 2021, (a)December 4, 2023, there were 170,860,130180,641,272 shares of our common stock outstanding and (b) the 384,777 shares of Series A Preferred were entitled to vote the equivalent of 7,833,726 shares of common stock on an as-converted basis.outstanding.
A list of the holders of record as of September 3, 2021December 4, 2023 will be available for inspection by appointment during ordinary business hours at our headquarters at 14 Schoolhouse Road, Somerset, NJ 08873, from October 18, 2021January 15, 2024 to October 27,
78CATALENT, INC. | 2021 Proxy Statement ANNUAL MEETING, VOTING, AND PROCEDURES
2021.January 24, 2024. Appointments can be made by emailing our Corporate Secretary at CorpSec@catalent.com. Participants in the virtual Annual Meeting will be able to access the list during the meeting.
94CATALENT, INC. | 2023 Proxy Statement ANNUAL MEETING, VOTING, AND PROCEDURES
Rights Afforded to Virtual Meeting Participants
The virtual meeting format for the Annual Meeting will enable full and equal participation by attending shareholders from any place in the world at little to no cost. We designed the format of the virtual meeting to ensure that our shareholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We will take the following steps to ensure such an experience:
providing shareholders with the ability to submit appropriate questions in advance of the meeting to ensure thoughtful responses from management and the Board;
providing shareholders with the ability to submit appropriate questions real-time via the meeting website, limiting questions to one per shareholder unless time otherwise permits; and
answering as many questions submitted in accordance with the meeting rules of conduct as possible in the time allotted for the meeting without discrimination.
We encourage you to vote as soon as possible, even if you plan to attend the meeting virtually on October 28, 2021.January 25, 2024. Your vote is important. You may vote shares that you owned as of the close of business on September 3, 2021,December 4, 2023, which is the record date set by our Board.
If you own shares registered directly in your name as the shareholder of record, you are a “record owner” and have the right to give your proxy directly to our vote tabulating agent. You may vote by proxy in the following ways:
Review Your Proxy Statement and Vote in One of Four Ways:
VIRTUALLY
| Online at www.virtualshareholdermeeting.com/
8:00 a.m. Eastern on January 25, 2024. | BY INTERNET
| Online at
24 hours a day until 11:59 p.m. Eastern on | |||||
BY TELEPHONE
| By calling 1-800-690-6903 (toll free) in the United States or Canada.
24 hours a day until 11:59 p.m. Eastern on | BYMAIL
| By returning a properly completed, signed and dated proxy card or voting instruction form in the postage-paid envelope. If you have not already received a proxy card, you may request a proxy card from us by following the instructions on your Notice of Internet Availability.
Allow sufficient time for us to receive your proxy card or voting instruction form before the date of the meeting.
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For telephone and internet voting, as well as for accessing the virtual meeting, you will need the 16-digit control number included included on your notice or on your proxy card.card or voting instruction form.
If you own shares in street name, the institution holding the shares is the record owner and you are a “beneficial owner” of those shares. You will receive voting instructions from your broker, bank, or plan trustee, and you may direct them how to vote on your behalf by complying with those voting instructions. Those instructions will include a control number for telephone and internet voting as well as for accessing and voting at the virtual meeting, and applicable deadlines.
ANNUAL MEETING, VOTING, AND PROCEDURES 2021 2023 Proxy Statement | CATALENT, INC.7995
If you own shares registered directly in your name as the shareholder of record, you can revoke your proxy at any time before the vote occurs by:
Submitting a written revocation to our Corporate Secretary, which must be received no later than 5:00 p.m. Eastern on October 27, 2021January 24, 2024 at Catalent, Inc., 14 Schoolhouse Road, Somerset, NJ 08873, Attention: Corporate Secretary;
Submitting a later-dated proxy;
Providing subsequent telephone or internet voting instructions no later than 11:59 p.m. Eastern on October 27, 2021;January 24, 2024 for shares held directly and no later than 11:59 p.m. on January 22, 2024 for shares held in a Plan; or
Voting online at the virtual meeting.
If you hold your shares in street name, you must contact your broker, bank, or other nominee for specific instructions on how to change or revoke your vote.
Only the latest, validly executed proxy that you submit will be counted. Your attendance at the 20212023 Annual Meeting of Shareholders will not by itself revoke a proxy you have given unless you file a written notice of such revocation as noted above.
We will have a quorum and will be able to conduct the business of the 20212023 Annual Meeting of Shareholders if a majority of the outstanding shares of our common stock entitled to vote at the meeting are present, either in person or by proxy. Each share of common stock is entitled to one vote on each matter to be voted upon at the 20212023 Annual Meeting of Shareholders. Each share of Series A Preferred is similarly entitled, on an as-converted basis, to 20.36 votes on each matter to be voted upon at the meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining whether a quorum is present for the meeting.
The table below describes the vote requirements and the effect of abstentions and broker non-votes, as prescribed under our bylaws and Delaware law, for the election of directors and the approval of the other items on the agenda for the meeting.
Proposal | Vote Required | Effect of Abstentions and Broker Non-Votes* | Board Recommendations | |||
| Majority of the votes cast.** | Abstentions and broker non-votes will have no effect on the outcome of the election. | FOR | |||
Ratification of Appointment of E&Y as Independent Auditor for Fiscal | Majority in voting power of the shares present in person or represented by proxy and entitled to vote on the subject matter. | Abstentions will have the effect of a vote against. | FOR | |||
Advisory Vote to Approve Our Executive Compensation (Say-on-Pay) | Majority in voting power of the shares present in person or represented by proxy and entitled to vote on the subject matter. | Abstentions will have the effect of a vote against. Broker non-votes will have no effect on the outcome. |
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80CATALENT, INC. | 2021 Proxy Statement ANNUAL MEETING, VOTING, AND PROCEDURES
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| FOR | |||
| Majority of the | Abstentions and broker non-votes will have no effect on the |
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| FOR |
* | A broker non-vote occurs when a broker submits a proxy but does not vote on a Proposal because it is not a “routine” item under NYSE rules and the broker has not received voting instructions from the beneficial owner of the shares. Your broker may vote without your instructions only on Proposal 2—Ratification of Appointment of E&Y as Independent Auditor for Fiscal |
** | Pursuant to our Governance Guidelines, any incumbent director nominee who does not receive a majority of votes cast for such nominee’s election must offer to resign. The Nominating Committee considers the offer and recommends to our Board whether to accept or reject it. Our Board will act on the recommendation within ninety days following the date of the shareholder meeting during which the election occurred, considering the factors considered by the Nominating Committee and any additional relevant information. |
96CATALENT, INC. | 2023 Proxy Statement ANNUAL MEETING, VOTING, AND PROCEDURES
Effect of not Casting yourYour Vote
If we timely receive a proxy specifying your voting choice, your shares will be voted in accordance with that choice. If you are a registered shareholder and you do not cast your vote, no vote will be cast on your behalf on any of the Proposals at the Annual Meeting of Shareholders. If you sign and return a proxy card without specific voting instructions, your shares will be voted in accordance with our Board’s voting recommendations stated above.
If you hold your shares in street name, you will receive a voting instruction form that lets you instruct your bank, broker, or other nominee how to vote your shares. Under NYSE rules, if you do not provide voting instructions to your broker, the broker is permitted to exercise discretionary voting authority only on “routine” matters. The only “routine” item on this year’s Annual Meeting of Shareholders agenda is Proposal 2—Ratification of Appointment of E&Y as Independent Auditor for Fiscal 2022.2024. If you hold your shares in street name, and you wish to have your shares voted on all proposals in this Proxy Statement, you must provide voting instructions.If you do not return your voting instruction form, your shares will not be voted on any item, except that your broker may vote in its discretion on Proposal 2.
We will pay the cost of preparing, assembling, printing, mailing, and distributing these proxy materials. We will provide copies of these proxy materials to banks, brokerage houses, fiduciaries, and custodians holding in their names shares of our common stock beneficially owned by others so that they may forward these proxy materials to the beneficial owners. Our directors, officers, or employees may solicit proxies or votes for us in person, or by mail, telephone, or electronic communication. They will not receive any additional compensation for these solicitation activities.
Availability of Voting Results
We expect to announce preliminary voting results at the 20212023 Annual Meeting of Shareholders. We will disclose the final voting results in a Current Report on Form 8-K to be filed with the SEC following the meeting.
INFORMATION ABOUT 20222024 ANNUAL MEETING 2021 2023 Proxy Statement | CATALENT, INC.8197
Information About 20222024 Annual Meeting
Shareholder Proposals for the 20222024 Annual Meeting of Shareholders
We currently intend to hold our 2022 Annual Meeting of Shareholders on October 27, 2022.
Proposals Pursuant to Rule14a-8. Pursuant to Rule 14a-8 promulgated under the Exchange Act (“(“Rule 14a-8”), shareholders may present proper proposals for inclusion in our Proxy Statement. To be eligible for inclusion in our 20222023 Proxy Statement under Rule 14a-8, your proposal must be received by us no later than the close of business on May 20, 2022August 17, 2024 and must otherwise comply with Rule 14a-8. While our Board will consider shareholder proposals, we reserve the right to omit from our proxy statement shareholder proposals that we are not required to include under the Exchange Act and its implementing rules, including Rule 14a-8.
Business Proposals and Nominations Pursuant to Our Bylaws. Under our bylaws, in order to nominate a director or bring any other business before the shareholders at the 20222024 Annual Meeting of Shareholders, you must comply with the advance notice eligibility and procedural requirements in our bylaws (unless you wish to nominate a director in accordance with the proxy access provisions included in our bylaws, as described below). In addition, assuming the date of the 20222024 Annual Meeting of Shareholders is not more than 30 days before and not more than 70 days after the anniversary date of the 20212023 Annual Meeting of Shareholders, you must notify us in writing, and such written notice must be delivered to our Corporate Secretary at Catalent, Inc., 14 Schoolhouse Road, Somerset, NJ 08873 no earlier than June 30, 2022,28, 2024, and no later than July 30, 2022.28, 2024.
In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the company’s nominees must provide a notice that sets forth the information required by Rule 14a-19 promulgated under the Exchange Act.
Shareholder Proxy Access.Our bylaws allow for proxy access, which allows a shareholder, or a group of up to 20 shareholders, that has continuously owned for three years or more at least 3% of our outstanding common stock to nominate and include in our Proxy Statement for each Annual Meeting of Shareholders their own qualifying director nominees constituting up to the greater of two or 20% of the number of directors then serving on our Board (subject to certain limitations as set forth in our bylaws). Each of our Board (prior to each Annual Meeting of Shareholders) or the chair of any Annual Meeting of Shareholders shall have the power to determine whether a director nominee has been nominated in accordance with the requirements of the proxy access provision. Notice of director nominees submitted under the proxy access provision must include the information required under our bylaws and must be delivered to our Corporate Secretary at Catalent, Inc., 14 Schoolhouse Road, Somerset, NJ 08873 no earlier than the close of business on April 20, 2022July 18, 2024 and no later than the close of business on May 20, 2022,August 17, 2024, unless the date of the fiscal 20222024 Annual Meeting of Shareholders is more than thirty (30) days before or after October 28, 2022,January 25, 2025, in which case such notice must be received by our Corporate Secretary by the close of business on the later of the 180th day prior to the 20222024 Annual Meeting of Shareholders or the close of business on the 10th day following the day on which public announcement of the date of the 20222024 Annual Meeting of Shareholders is first made. 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.
A copy of our bylaws may be obtained free of charge from our website, http://investor.catalent.com/corporate-governance, or from our Corporate Secretary. We are not required to consider a nomination or proposal that does not comply with the procedures set forth in our bylaws, and compliance with these procedures does not necessarily require us to include the proposed nominee or proposal in our proxy solicitation material.
8298CATALENT, INC. | 20212023 Proxy Statement INFORMATION ABOUT 20222024 ANNUAL MEETING
Householding of Shareholder Documents
SEC rules permit us to satisfy delivery requirements for proxy statements and notices with respect to two or more shareholders sharing the same address by delivering a single proxy statement or a single notice addressed to those shareholders. This process, which is commonly referred to as “householding,” reduces the cost of the proxy solicitation process. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can also request, and we will promptly deliver, a separate copy of the Notice of Internet Availability or the proxy materials by emailing our Corporate Secretary at CorpSec@catalent.com.
Additional Filings
Our reports on Forms 10-K, 10-Q, and 8-K, as well as all amendments to those reports, are available without charge through our website, investor.catalent.com/financials/sec-filings, as soon as reasonably practicable after they are electronically filed with the SEC.
You may request a copy of our SEC filings, including a copy of the Annual Report on Form 10-K for the fiscal year ended June 30, 2023, as well as the foregoing corporate documents, at no cost to you, by writing to the Company address appearing in this Proxy Statement or by e-mailing our Corporate Secretary at CorpSec@catalent.com.
APPENDIX A: NON-GAAP FINANCIAL MEASURES 2021 2023 Proxy Statement | CATALENT, INC.A-1
Non-GAAP Financial Measures
Use of EBITDA from operations, Adjusted EBITDA
Management measures operating performance based on consolidated earnings from operations before interest expense, expense/(benefit) for income taxes and depreciation and amortization, adjusted for the income or loss attributable to non-controlling interests (“EBITDA from operations”). EBITDA from operations is not defined under U.S. generally accepted accounting principles (“U.S. GAAP”), is not a measure of operating income, operating performance, or liquidity presented in accordance with U.S. GAAP, and is subject to important limitations.
We believe that the presentation of EBITDA from operations enhances an investor’s understanding of our financial performance. We believe this measure is a useful financial metric to assess our operating performance across periods and use this measure for business planning purposes. In addition, given the significant investments that we have made in the past in property, plant and equipment, depreciation and amortization expenses represent a meaningful portion of our cost structure. We believe that disclosing EBITDA from operations will provide investors with a useful tool for assessing the comparability between periods of 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. We present EBITDA from operations in order to provide supplemental information that we consider relevant for those reviewing our financial results, and such information is not meant to replace or supersede U.S. GAAP measures. Our definition of EBITDA from operations may not be the same as similarly titled measures used by other companies. The most directly comparable measure to EBITDA from operations defined under U.S. GAAP is net earnings. A reconciliation of net earnings to EBITDA from operations is provided below.
Under our credit agreement and the indentures that govern our outstanding debt securities, our ability to engage in certain activities, such as incurring certain additional indebtedness, making certain investments, and paying certain dividends, is tied to ratios based on Adjusted EBITDA (which is defined as “Consolidated EBITDA” in the credit agreement and “EBITDA” in the indentures). Adjusted EBITDA is a covenant compliance measure in our credit agreement and indentures, particularly those covenants governing debt incurrence and restricted payments. Adjusted EBITDA is based on the definitions in the credit agreement, is not defined under U.S. GAAP, is not a measure of operating income, operating performance, or liquidity presented in accordance with U.S. GAAP, and is subject to important limitations. Because not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.
In addition, we use Adjusted EBITDA as a performance metric that guides management in its operation of and planning for the future of the business and drives certain management compensation programs. Management believes that Adjusted EBITDA provides a useful measure of our operating performance from period to period by excluding certain items that are not representative of our core business, including interest expense and non-cash charges like depreciation and amortization.
The measure under U.S. GAAP most directly comparable to Adjusted EBITDA is net earnings. In calculating Adjusted EBITDA, we add back certain non-cash, non-recurring, and other items that are deducted when calculating EBITDA from operations and net earnings, consistent with the requirements of the credit agreement. Adjusted EBITDA, among other things:
does not include non-cash stock-based employee compensation expense and certain other non-cash charges;
• | does not include non-cash stock-based employee compensation expense and certain other non-cash charges; |
does not include cash and non-cash restructuring, severance and relocation costs incurred to realize future cost savings and enhance operations;
• | does not include cash and non-cash restructuring, severance and relocation costs incurred to realize future cost savings and enhance operations; |
adds back any non-controlling interest expense, which represents minority investors’ ownership of non-wholly owned consolidated subsidiaries and is, therefore, not available; and
• | adds back any non-controlling interest expense, which represents minority investors’ ownership of non-wholly owned consolidated subsidiaries and is, therefore, not available; and |
includes estimated cost savings that have not yet been fully reflected in our results.
A-2CATALENT, INC. | 2023 Proxy Statement APPENDIX A: NON-GAAP FINANCIAL MEASURES
A reconciliation of net earnings to Adjusted EBITDA is provided below.
A-2CATALENT, INC. | 2021 Proxy Statement APPENDIX A: NON-GAAP FINANCIAL MEASURES
Use of Adjusted Net Income and Adjusted Net Income per share
We use Adjusted Net Income and Adjusted Net Income per share (which we sometimes refer to as “Adjusted EPS”) as performance metrics. Adjusted Net Income is not defined under U.S. GAAP, is not a measure of operating income, operating performance, or liquidity presented in accordance with U.S. GAAP, and is subject to important limitations. We believe that providing information concerning Adjusted Net Income and Adjusted Net Income per share enhance an investor’s understanding of our financial performance. We believe that these measures are useful financial metrics to assess our operating performance from period to period by excluding certain items that we believe are not representative of our core business, and we use these measures for business planning and executive compensation purposes. We define Adjusted Net Income as net earnings adjusted for (1) earnings or loss from discontinued operations, net of tax, (2) amortization attributable to purchase accounting, and (3) income or loss from non-controlling interest in majority-owned operations. We also make adjustments for other cash and non-cash items (as shown above in the description of Adjusted EBITDA), partially offset by our estimate of the tax effects as a result of such cash and non-cash items. Our definition of Adjusted Net Income may not be the same as similarly titled measures used by other companies. Adjusted Net Income per share is computed by dividing Adjusted Net Income by the weighted average diluted shares outstanding. A reconciliation of net earnings to Adjusted Net Income and a computation of Adjusted Net Income per share are provided below.
Use of Constant Currency, Budget-Based Revenue, and Budget-Based EBITDA
As exchange rates are an important factor in understanding period-to-period comparisons, we believe the presentation of results on a constant-currency basis in addition to reported results helps improve investors’ ability to understand our operating results and evaluate our performance in comparison to prior periods. Constant-currency information compares results between periods as if exchange rates had remained constant period-over-period. We use results on a constant-currency basis as one measure to evaluate our performance. We calculate constant currency by calculating current-year results using prior-year foreign currency exchange rates. We generally refer to such amounts calculated on a constant-currency basis as excluding the impact of foreign exchange. These results should be considered in addition to, not as a substitute for, results reported in accordance with U.S. GAAP. Results on a constant-currency basis, as we present them, may not be comparable to similarly titled measures used by other companies and are not measures of performance presented in accordance with U.S. GAAP. When we set the financial goals that we use to operate the business, including the goals that our executives must meet to qualify for our fiscal 2021 performance-based incentive compensation, and when we determine whether those goals have been met, we use, among other metrics, revenue and Adjusted EBITDA computed using the currency exchange rates that we use internally in budgeting and in measuring performance against budget, in part because we believe that the compensation of our executives should not be affected, to the extent practicable, by factors beyond those executives’ control. We refer in this Proxy Statement to revenue and Adjusted EBITDA computed on this type of constant-currency basis as “Budget-Based Revenue” and “Budget-Based EBITDA,” respectively.
Results on a constant-currency basis, Budget-Based Revenue, and Budget-Based EBITDA should be considered in addition to, not as a substitute for, results reported in accordance with U.S. GAAP. Results on a constant-currency basis, Budget-Based Revenue, and Budget-Based EBITDA, as we present them, may not be comparable to similarly titled measures used by other companies and are not measures of performance presented in accordance with U.S. GAAP.
The reconciliation in this Appendix of net earnings to Adjusted EBITDA also includes a reconciliation to Budget-Based EBITDA. The reconciliation of fiscal 20212023 consolidated net revenue reported in accordance with U.S. GAAP to net revenue on a constant-currency basisat budgeted foreign exchange rates is as follows (in millions of U.S. dollars):
Revenue (GAAP) |
| $ |
| |
Foreign exchange impact | (108) | |||
Budget-Based Revenue |
| $ |
|
APPENDIX A: NON-GAAP FINANCIAL MEASURES 2021 2023 Proxy Statement | CATALENT, INC.A-3
Catalent, Inc.
Reconciliation of Net Earnings to EBITDA from operations,
Adjusted EBITDA and Budget-Based EBITDA
Fiscal Year Ended June 30,
| Fiscal Year Ended June 30,
| |||||||||||||
(In millions of U.S. dollars) | 2021 | 2020 | 2023 | 2022 | 2021 | |||||||||
Net earnings |
| 585 |
| 221 | ||||||||||
Depreciation and amortization |
| 289 |
| 254 | ||||||||||
Net (loss) earnings |
| (256 | ) | 499 | 585 | |||||||||
Depreciation and Amortization |
| 422 |
| 378 | 289 | |||||||||
Interest expense, net |
| 110 | 126 |
| 186 |
| 123 | 110 | ||||||
Income tax expense |
| 130 | 39 | |||||||||||
Income tax (benefit) expense |
| (86 | ) | 80 | 130 | |||||||||
EBITDA from operations |
| 1,114 |
| 640 |
| 266 |
| 1,080 | 1,114 | |||||
Goodwill impairment charges |
| 210 |
| - | ||||||||||
Stock-based compensation |
| 51 |
| 48 |
| 35 |
| 54 | 51 | |||||
Impairment charges and (gain) loss on sale of assets |
| 9 |
| 5 | ||||||||||
Impairment charges and gain/loss on sale of assets |
| 98 |
| 31 | 9 | |||||||||
Financing-related expenses and other |
| 18 |
| 16 |
| - |
| 4 | 18 | |||||
Restructuring costs |
| 10 |
| 6 |
| 66 |
| 10 | 10 | |||||
Acquisition, integration, and other special items |
| 21 |
| 37 |
| 31 |
| 46 | 21 | |||||
(Gain) loss on sale of subsidiary |
| (182 | ) | 1 | ||||||||||
Foreign exchange loss (included in other, net)(1) |
| (4 | ) | 1 | ||||||||||
Other adjustments(2) |
| (17 | ) | (3) | ||||||||||
Gain on sale of subsidiary |
| - |
| (1) | (182) | |||||||||
Foreign exchange loss (gain) (included in other, net)(1) |
| (11 | ) | 31 | (4) | |||||||||
Inventory fair value step-up charges |
| - |
| 7 | - | |||||||||
Other adjustments |
| 2 |
| (3) | (17) | |||||||||
Adjusted EBITDA |
| 1,020 |
| 751 |
| 697 |
| 1,259 | 1,020 | |||||
Favorable (unfavorable) FX impact |
| 27 |
|
| (17 | ) | (23) | 27 | ||||||
Adjusted EBITDA at constant currency |
| 993 |
|
| 714 |
| 1,282 | 993 | ||||||
Adjusted EBITDA |
| 1,020 |
|
| 697 |
| 1,259 | 1,020 | ||||||
Foreign exchange impact |
| (24 | ) |
| (1 | ) | (30) | (24) | ||||||
Budget-Based EBITDA |
| 996 |
|
| 698 |
| 1,289 | 996 |
(1) | Foreign exchange gain of |
Foreign exchange gain of $31 million for the fiscal year ended June 30, 2022, includes: (a) $12 million of unrealized gains related to foreign trade receivables and payables, (b) |
|
|
A-4CATALENT, INC. | 20212023 Proxy Statement APPENDIX A: NON-GAAP FINANCIAL MEASURES
Catalent, Inc.
Reconciliation of Net Earnings to Adjusted Net Income and
Adjusted Net Income per share
Fiscal Year Ended June 30,
| ||||||
(In millions of U.S. dollars, except per share data) | 2021 | 2020 | ||||
Net Earnings |
| 585 |
| 221 | ||
Amortization(1) |
| 93 | 89 | |||
Stock-based compensation |
| 51 | 48 | |||
Impairment charges and (gain) loss on sale of assets |
| 9 | 5 | |||
Financing-related expenses |
| 18 | 16 | |||
Restructuring costs |
| 10 | 6 | |||
Acquisition, integration, and other special items |
| 21 | 37 | |||
(Gain) loss on sale of subsidiary |
| (182 | ) | 1 | ||
Foreign exchange loss/(gain) (included in other, net)(2) |
| (4 | ) | 1 | ||
Other adjustments(3) |
| (17 | ) | (4) | ||
Estimated tax effect of adjustments(4) |
| 3 | (47) | |||
Discrete income tax benefit items(5) |
| (38 | ) | (23) | ||
Adjusted net income (ANI) |
| 549 |
| 350 | ||
| ||||||
ANI per share: | ||||||
ANI per basic share(6) |
| $ 3.27 |
| $ 2.34 | ||
ANI per diluted share(7) |
| $ 3.04 |
| $ 2.11 |
Fiscal Year Ended June 30,
| ||||||
(In millions of U.S. dollars, except per share data) | 2023 | 2022 | ||||
Net (Loss) Earnings |
| (256 | ) | 499 | ||
Amortization(1) |
| 136 |
| 123 | ||
Goodwill impairment charges |
| 210 |
| - | ||
Stock-based compensation |
| 35 |
| 54 | ||
Impairment charges and gain/loss on sale of assets |
| 98 |
| 31 | ||
Financing-related expenses |
| - |
| 4 | ||
Restructuring Costs |
| 66 |
| 10 | ||
Acquisition, integration, and other special items |
| 31 |
| 46 | ||
Gain on sale of subsidiary |
| - |
| (1) | ||
Foreign exchange (gain) loss (included in other, net)(2) |
| (11 | ) | 31 | ||
Inventory fair value step-up charges |
| - |
| 7 | ||
Other adjustments |
| 2 |
| (4) | ||
Estimated tax effect of adjustments(3) |
| (126 | ) | (72) | ||
Discrete income tax benefit items(4) |
| (18 | ) | (54) | ||
Adjusted net income (ANI) |
| 167 |
| 674 | ||
| ||||||
ANI per share: | ||||||
ANI per basic share(5) |
| $ 0.92 |
| $ 3.82 | ||
ANI per diluted share(6) |
| $ 0.92 |
| $ 3.73 |
(1) | Represents the amortization attributable to purchase accounting for previously completed business combinations. |
(2) | Foreign exchange |
Foreign exchange loss of $31 million for the fiscal year ended June 30, 2022, includes: (a) $12 million of unrealized gains related to foreign trade receivables and payables, (b) |
|
(3) |
|
We computed the tax effect of adjustments to |
Discrete period income tax expense (benefit) items are unusual or infrequently occurring items, primarily including: changes in judgment related to the realizability of deferred tax assets in future years, changes in measurement of a |
Represents Adjusted Net Income divided by the weighted average number of |
Represents Adjusted Net Income divided by the weighted average sum of (a) the number of shares of |
APPENDIX B: PROPOSED FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OFAMENDMENT NO. 1 TO THE CATALENT, INC. 2021 2018 OMNIBUS INCENTIVE PLAN 2023 Proxy Statement | CATALENT, INC.B-1
Proposed Fourth Amended and Restated Certificate of Incorporation ofAmendment No. 1 to the Catalent, Inc. 2018 Omnibus Incentive Plan
THIRDFOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
AMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN
The present name of the corporation isWHEREAS, Catalent, Inc. (the “CorporationCompany”). The Corporation was incorporated 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 name “PTS Holdings Corp.” byPlan;
WHEREAS, the filing of its original Certificate of Incorporation withBoard has determined, following the Secretary of Staterecommendation of the State of Delaware on March 14, 2007, which original Certificate of Incorporation was amendedCommittee and restated on August 5, 2014, and; which amended and restated Certificate of Incorporation was further amended and restated on November 2, 2017; and which amended and restated Certificate of Incorporation was further amended and restated on October 31, 2018. ThisThirdFourth Amended and Restated Certificate of Incorporationthe Committee’s independent compensation consultant, that it is in the best interests of the Corporation, which restatesCompany and integrates and also further amendsits stockholders to amend the provisions ofPlan, subject to stockholder approval, to (i) increase the Corporation’s Certificate of Incorporation, as amended and restated, was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware. The Certificate of Incorporation of the Corporation, as amended and restated, is hereby amended, integrated and restated to read in its entirety as follows:
ARTICLE I.
NAME
The name of the Corporation is Catalent, Inc.
ARTICLE II.
REGISTERED OFFICE AND AGENT
The name and address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, County of New Castle.
ARTICLE III.
PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).
ARTICLE IV.
CAPITAL STOCK
The totalaggregate number of shares of all classesCommon 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 Corporation shall have authorityPlan as of June 30, 2023 minus (C) INTERIM GRANTS representing shares subject to issueAwards 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 1,100,000,000, which shall be divided into two classes as follows:equal to the lesser of (1) 15,507,520 and (2) NEW plus REMAIN minus INTERIM GRANTS,
1,000,000,000 shares of common stock, par value $0.01 per share (“Common Stock”);(x) ‘NEW’ is equal to 7,625,000,
(y) ‘REMAIN’ is equal to 7,882,520, and 100,000,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”).
B-2CATALENT, INC. | 20212023 Proxy Statement APPENDIX B: PROPOSED FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OFAMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN
I. Capital Stock.
A. Common Stock and Preferred Stock may be issued from time
(z) ‘INTERIM GRANTS’ is equal to time by the Corporation for such consideration as may be fixed by the Board of Directors of the Corporation. The Board of Directors is hereby expressly authorized, by resolution or resolutions, to provide, out of the unissued shares of Preferred Stock, for(1) one or more series of Preferred Stock and, with respect to each such series, to fix, without further stockholder approval, the designation of such series, the powers (including voting powers), preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions thereof, of such series of Preferred Stock and the number of shares of such series. The powers, preferences and relative, participating, optional and other special rights of, and the qualifications, limitations or restrictions thereof, of each series of Preferred Stock, if any, may differ from those of any and all other series at any time outstanding.
B. Each holder of record of Common Stock, as such, shall have one voteshare for each share of Common Stock which is outstanding in his, hersubject to an Option or its name onSAR granted under the books ofPlan after June 30, 2023 and prior to the Corporation on all matters on which stockholders are entitled to vote generally. Except as otherwise required by law, holdersAmendment No. 1 Effective Date plus (2) 1.7 shares for each share of Common Stock shall not be entitledsubject to vote on any amendment to thisThirdFourth Amendedan Award (other than an Option or SAR) granted under the Plan after June 30, 2023 and Restated Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) that relates solelyprior to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to thisThirdFourth Amended and Restated Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) or pursuant to the DGCL.Amendment No. 1 Effective Date.
C. Except as otherwise required by law, holders of any series of Preferred Stock(ii) The Absolute Share Limit shall be entitled to only such voting rights, if any, as shall expressly be granted theretoreduced after the Amendment No. 1 Effective Date by thisThirdFourth Amended and Restated Certificate(A) one share for each share of Incorporation (including any certificate of designation relating to such series of Preferred Stock).
D. Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Common Stock with respectsubject to an Option or SAR granted under the paymentPlan and (B) 1.7 shares for each share of dividends, dividends may be declared and paid ratably on the Common Stock out ofsubject to an Award (other than an Option or SAR) granted under the assetsPlan.”
3. | Section 5(c) of the Plan is hereby amended and restated to read in its entirety as follows: |
“(c) Awards granted under the Corporation which are legally available for this purpose at such times and in such amounts as the Board of Directors in its discretionPlan shall determine.
E. Upon the dissolution, liquidation or winding up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation andbe subject to the rights, if any,following limitations: (i) subject to Section 12 of the holdersPlan, grants of any outstanding seriesOptions or SARs under the Plan in respect of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Common Stock with respect to the distribution of assets of the Corporation upon such dissolution, liquidation or winding up of the Corporation, the holdersno more than 1,500,000 shares of Common Stock shallmay be entitledmade to receive the remaining assetsany individual Participant during any single fiscal year of the Corporation available for distribution to its stockholders ratablyCompany (for this purpose, if a SAR is granted in proportiontandem with an Option (such that the SAR expires with respect to the number of shares held by them.
F. Theof Common Stock for which the Option is exercised), only the shares underlying the Option shall count against this limitation); (ii) subject to Section 12 of the Plan, no more than the number of authorized shares of PreferredCommon Stock orequal to the Absolute Share Limit may be issued in the aggregate pursuant to the exercise of Incentive Stock Options granted under the Plan; (iii) subject to Section 12 of the Plan, during any single fiscal year of the Company, no individual Participant may be granted Performance Compensation Awards that are denominated in shares of Common Stock pursuant to Section 11 of the Plan under which more than 750,000 shares of Common Stock may be increased or decreased (but not belowearned in the aggregate; (iv) the maximum number of shares thereofof Common Stock subject to Awards granted during a single fiscal year to any Non-Employee Director, taken together with any cash fees paid to such Non-Employee Director for services rendered for such fiscal year, shall not exceed $650,000 in total value (calculating the value of any such Award based on the grant date fair value of such Awards for financial reporting purposes and counting compensation towards this limit for the year in which it is earned, and not a later year, in the event payment of the compensation is deferred); and (v) subject to Section 12 of the Plan, during any single fiscal year of the Company, no individual 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.”
4. | Section 5(d) of the Plan is hereby amended and restated to read in its entirety as follows: |
“Other than with respect to Substitute Awards, to the extent that (i) an Award under the Plan expires or is canceled, forfeited, terminated, settled in cash, or otherwise is settled without a delivery to the Participant of the full number of shares of Common Stock to which the Award related, or (ii) after June 30, 2018, an award granted under the 2014 Plan expires or is canceled, forfeited, terminated, settled in cash, or otherwise is settled without a delivery to the Participant of the full number of shares of Common Stock to which the award related, then, outstanding)in each case, the undelivered shares shall thereupon be added to the shares of Common Stock available for Awards under the Plan in accordance with Section 5(e) of the Plan. Shares of Common Stock withheld by the affirmative voteCompany or tendered by the Participant in payment of the holdersExercise Price or taxes and other amounts relating to an Award (or, after June 30, 2018, shares of a majorityCommon Stock withheld or tendered to pay the exercise price or taxes or other amounts relating to an award under the 2014 Plan) shall be deemed to constitute shares of Common Stock not issued to the Participant and shall in voting powereach case thereupon be added to the shares available for Awards under the Plan in accordance with Section 5(e) of the stockPlan; provided, however, that such shares shall not become available for issuance hereunder if either (i) the applicable shares are withheld or surrendered following the termination of the Corporation entitled to vote thereon irrespectivePlan or (ii) at the time the applicable shares are withheld or surrendered, it would constitute a material revision of the provisions of Section 242(b)(2)Plan subject to stockholder approval under any then-applicable rule of the DGCL (or any successor provision thereto), and no vote of the holders of any ofnational securities exchange on which the Common Stock is listed. Upon the exercise of any SAR under the Plan or any stock appreciation right under the Preferred Stock voting separately as a class2014 Plan, the Absolute Share Limit shall be required therefor, unless a vote of any such holder is required pursuant to thisThirdFourthAmended and Restated Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock).
ARTICLE V.
AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS
A.Notwithstanding anything contained in this Third Amended and Restated Certificate of Incorporation to the contrary, in addition to any vote required by applicable law, the following provisions in this Third Amended and Restated Certificate of Incorporation may be amended, altered, repealed or rescinded, in whole or in part, or any provision
APPENDIX B: PROPOSED FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CATALENT, INC. 2021 Proxy Statement | CATALENT, INC.B-3
inconsistent therewith or herewith may be adopted,reduced only by the affirmative vote of the holders of at least 662/3% in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class: this Article V, Sections (A), (B) and (C) of Article VI, Article VII, Article VIII and Article IX; provided, however, that the provisions of this sentence relating to Sections (A) and (C) of Article VI will expire at the 2021 annual meeting of stockholders. For the purposes of this Third Amended and Restated Certificate of Incorporation, beneficial ownershipnet number of shares shall be determined in accordance with Rule 13d-3 promulgated underissued upon such exercise and not by the Securities Exchange Actgross number of 1934,shares as amended (the “Exchange Act”), or any successor provision thereto.The Corporation reserves theto which such right to amend, alter, change or repeal any provision contained in this Fourth Amended and Restated Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights conferred upon the stockholders, directors, and officers of the Corporation herein are granted subject to this reservation.
B. The Board of Directors is expressly authorized to make, repeal, alter, amend and rescind, in whole or in part, the bylaws of the Corporation (as in effect from time to time, the “Bylaws”) without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or thisThirdFourth Amended and Restated Certificate of Incorporation.exercised. Notwithstanding anything to the contrary contained in thisThirdFourth Amended and Restated Certificate of Incorporation, the affirmative vote of a majority in voting power of allforegoing, after June 30, 2023, the then-outstandingfollowing shares of stockCommon Stock may not again be made available for issuance as Awards under the Plan: (i) shares of Common Stock not issued or
delivered as a result of the Corporation entitlednet settlement of an outstanding Option or SAR, (ii) shares of Common Stock used to vote thereon, voting togetherpay the Exercise Price or withholding taxes related to any outstanding Option or SAR, or (iii) shares of Common Stock reacquired by the Company as a single class, shall be required in order for the stockholderspart of the Corporation to alter, amend, repeal or rescind, in whole or in part, any provisionamount received upon exercise of the Bylaws or to adopt any provision inconsistent therewith.an Option.”
ARTICLE VI.
BOARD OF DIRECTORS
A. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Except as otherwise provided for or fixed pursuant to the provisions of Article IV (including any certificate of designation with respect to any series of Preferred Stock) and this Article VI relating to the rights of the holders of any series of Preferred Stock to elect additional directors, the total number of directors shall be determined from time to time exclusively by resolution adopted by the Board of Directors.
B.1. BeginningDirectors shall be elected atthe 2021any annual or special meeting of stockholders, directors shall be elected to hold office for aone-year term expiring at the next succeeding annual meeting of stockholders, and the directors shall not be divided into classes, with all directors elected at the 2021 annual meeting of stockholders and each annual meeting thereafter being elected in accordance with this Section (A)(1) of Article VI; provided that, prior to the 2021 annual meeting of stockholders, the Board of Directors shall be divided into classes in the manner set forth below in Section (A)(2) of this Article VI. The term of each director shall continue until the annual meeting at which such director’s term expires and until such director’s successor shall be elected and qualified, or, if earlier, such director’s death, resignation, retirement, disqualification or removal from office.
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B-4CATALENT, INC. | 2021 Proxy Statement APPENDIX B: PROPOSED FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OFAMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN 2023 Proxy Statement | CATALENT, INC.B-3
5. | Section 5(e) of the Plan is hereby amended and restated to |
C.B. Subject“(e) Any share of Common Stock that again becomes available for Awards under the Plan pursuant to this Section 5 shall be added as (i) one share for each share subject to an Option or SAR granted under the Plan or options or stock appreciation rights granted under the 2014 Plan, and (ii) for each share that again becomes available with respect to an Award granted (A) on or prior to June 30, 2023, 2.25 shares, and (B) after June 30, 2023, 1.7 shares, in each case, for each share subject to an Award (other than an Option or SAR) granted under the Plan or an award (other than an option or stock appreciation right) granted under the 2014 Plan.”
6. | A new subsection (h) is hereby added to the end of Section 5 of the Plan to read in its entirety as follows: |
“(h) Notwithstanding anything to the rightscontrary in any other provision of this Plan, equity-based Awards granted under the Plan on or after the Amendment No. 1 Effective Date shall be subject to a minimum vesting period of not less than one year from the date of grant of the award; provided, however, that the following Awards shall not be subject to the holdersforegoing minimum vesting requirement: (i) Substitute Awards, (ii) shares delivered in lieu of fully vested cash Awards, (iii) any one or more series of Preferred Stock then outstanding, any newly created directorshipAward to a non-employee director that vests on the Board of Directors that results from an increase in the number of directors and any vacancy occurring in the Board of Directors (whether by death, resignation, retirement, disqualification, removal or other cause) shall be filled by a majorityearlier of the directors then in office, although less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy occurring in the Board of Directors (whether by death, resignation, retirement, disqualification, removal or other cause) shall hold office for a term equal to the then-existing remainderone-year anniversary of the termdate of the director originally elected to hold the directorship now vacantgrant and shall remain in office until such director’s successor shall be elected and qualified, or such director’s earlier death, resignation, retirement, disqualification or removal. Any director elected to fill a newly created directorship on the Board of Directors resulting from an increase in the number of directors shall hold office for a term expiring at the next annual meeting of stockholders that is at least 50 weeks after the immediately preceding year’s annual meeting; and shall remain(iv) Awards granted by the Committee that do not, in office until such director’s successor shall be elected and qualified, or until such director’s earlier death, resignation, retirement, disqualification or removal.
D.C. Anyor allthe aggregate, exceed 5% of the directors elected (other thanAbsolute Share Limit; provided, further, that the directors elected byrestrictions in this Section 5(h) do not apply to the holdersCommittee’s discretion to provide for accelerated exercisability or vesting of any seriesAward, including in cases of Preferred Stock of the Corporation, voting separately asretirement, Termination, death, Disability or a series or together with one or more other such series, as the case may be) for a term of more than one year (as well as any successor to such director if such director does not serve the entirety of such term) may be removed from office at any time but only for cause and only by the affirmative vote of a majorityChange in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class. ExceptControl, as set forth in the immediately preceding sentence, anyor allterms of the directors (other than the directors elected by the holders of any series of Preferred Stock of the Corporation, voting separately as a seriesAward or together with one or more other such series, as the case may be) may be removed from office at any time, with or without cause, by the affirmative vote of a majority in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class.
E.D. Elections of directors need not be by written ballot unless the Bylaws shall so provide.
F.E. During any period when the holders of any series of Preferred Stock have the right to elect additional directors pursuant to the provisions of such Preferred Stock, then upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions, and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to such director’s earlier death, resignation, retirement, disqualification or removal. Except as otherwise provided by the Board of Directors in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such Preferred Stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total authorized number of directors of the Corporation shall be reduced accordingly.
ARTICLE VII.
LIMITATION OF DIRECTOR LIABILITY
A. To the fullest extent permitted by the DGCL or any other law of the State of Delaware (as they exist on the date hereof or as they may hereafter be amended), a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty owed to the Corporation or its stockholders.
APPENDIX B: PROPOSED FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CATALENT, INC. 2021 Proxy Statement | CATALENT, INC.B-5
B. Neither the amendment nor repeal of this Article VII, nor the adoption of any provision of thisThirdFourth Amended and Restated Certificate of Incorporation, nor, to the fullest extent permitted by the DGCL or any other law of the State of Delaware (as they exist on the date hereof or as they may hereafter be amended), any modification of law shall eliminate, reduce or otherwise adversely affect any right or protection of a current or former director of the Corporation existing at the time of such amendment, repeal, adoption or modification.
ARTICLE VIII.
CONSENT OF STOCKHOLDERS IN LIEU OF MEETING, ANNUALAND SPECIAL MEETINGS OF STOCKHOLDERS
A. Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders; provided, however, that any action required or permitted to be taken by the holders of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable certificate of designation relating to such series of Preferred Stock.
B. Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock, special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time only by or at the direction of the Board of Directors or the Chair of the Board of Directors.
B.C. An annual meeting of stockholders for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, if any, on such date, and at such time as shall be fixed exclusively by resolution of the Board of Directors or a duly authorized committee thereof.
ARTICLE IX.
DGCL SECTION 203 AND BUSINESS COMBINATIONS
A. The Corporation hereby expressly elects not to be governed by Section 203 of the DGCL.
B. Notwithstanding the foregoing, the Corporation shall not engage in any business combination (as defined below), at any point in time at which the Corporation’s Common Stock is registered under Section 12(b) or 12(g) of theExchange ActSecurities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor provisions thereto, with any interested stockholder (as defined below) for a period of three (3) years following the time that such stockholder became an interested stockholder, unless:otherwise.”
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B-6CATALENT, INC. | 2021 Proxy Statement APPENDIX B: PROPOSED FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CATALENT, INC.
C. For purposes of this Article IX, references to:
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APPENDIX B: PROPOSED FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CATALENT, INC. 2021 Proxy Statement | CATALENT, INC.B-7
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D. Notwithstanding any other provision of this Fourth Amended and Restated CertificatePlan or any agreement setting forth terms of Incorporationand/or conditions to an Award, each Award granted under the Plan (and/or any amount received with respect to any such Award) shall be subject to reduction, cancellation, forfeiture or recoupment to the contrary, the affirmative vote of a majority in voting power of all the then-outstanding shares ofextent necessary to comply with any applicable law, stock exchange listing requirement, and/or clawback or recoupment policy of the Corporation entitled to vote thereon that are not then held by any interested stockholder, voting together as a single class, shall be required to amend or repeal, or adopt any provision inconsistent with, this Article IX.
B-8CATALENT, INC. | 2021 Proxy Statement APPENDIX B: PROPOSED FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CATALENT, INC.Company.”
8. | Except as expressly set forth in this Amendment No. 1, all other terms and conditions of the Plan shall remain in full force and effect. |
IN WITNESS WHEREOF, the Company has caused this Amendment No. 1 to the Plan to be executed by its duly authorized officer to be effective as of the Amendment No. 1 Effective Date.
ARTICLE X.
MISCELLANEOUS
A. If any provision or provisions of thisThirdFourth Amended and Restated Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of thisThirdFourthAmended and Restated Certificate of Incorporation (including, without limitation, each portion of any paragraph of thisThirdFourth Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions of thisThirdFourth Amended and Restated Certificate of Incorporation (including, without limitation, each such portion of any paragraph of thisThirdFourth Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service or for the benefit of the Corporation to the fullest extent permitted by law.
B. Unless the Corporation consents in writing to the selection of an alternative forum, (1) the federal district courts of theStateUnited States ofDelawareAmerica shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, and (2) the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware also does not have jurisdiction, the United States District Court for the District of Delaware) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any directoror, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, creditors or other constituents, (iii) any action asserting a claim against the Corporation or any directoror, officer or other employee of the Corporation arising pursuant to any provision of the DGCL or thisThirdFourth Amended and Restated Certificate of Incorporation or the Bylaws (as either may be amended and/or restated from time to time), (iv) any action relating to the interpretation, application, enforcement or validity of this Fourth Amended and Restated Certificate of Incorporation or the Bylaws (as either may be amended and/or restated from time to time),or (ivv) any action asserting a claim against the Corporation or any directoror, officer or other employee of the Corporation governed by the internal affairs doctrine, in(eachsuch case subject to said courts having, a “Covered Proceeding” and the applicable court referenced by this Article X(B), a “Permitted Court”). This Article X(B) shall not apply to any claim brought to enforce any liability or duty created by the Exchange Act.
C. If any action the subject matter of which is a Covered Proceeding is filed in a court other than a Permitted Court (each, a “Foreign Action”) in the name of any person or entity (a “Claiming Party”) without the prior approval of the Corporation, such Claiming Party shall be deemed to have consented to (1) the personal jurisdictionoverof theindispensable parties named as defendants therein; provided, that, if and only if no court of the State of Delaware shall have jurisdiction over suchapplicable Permitted Court in connection with any action, such action may be brought ina federal court sitting in the State of Delaware, or, if not there, in any other court in the United States having jurisdiction oversuch Permitted Court to enforce Articles X(B) or X(D) (an “Enforcement Action”), and (2) having service of process made upon such Claiming Party in any such Enforcement Action by service upon such Claiming Party’s counsel in the Foreign Action as agent for suchactionClaiming Party.
D. To the fullest extent permitted by applicable law, any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of andprovided consentconsented to the provisions ofthis Article X(B) - Article X(D) and waived any argument relating to the inconvenience of the forums referenced above in connection with any Covered Proceeding.
more products. better treatments. reliably supplied. TM2020 Catalent, Inc. All rights reserved.
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SCAN TO VIEW MATERIALS & VOTE CATALENT, INC. 14 SCHOOLHOUSE ROAD SOMERSET, NJ 08873 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on January 24, 2024 for shares held directly and by 11:59 p.m. Eastern Time on January 22, 2024 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/CTLT2023 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on January 24, 2024 for shares held directly and by 11:59 p.m. Eastern Time on January 22, 2024 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
D57690-P60043 V26874-P01596 KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY CATALENT, INC. The Board of Directors recommends you vote FOR the following proposal: 1. Election of Twelve Director Nominees: Nominees: For Against Abstain 1a. Michael J. Barber 1b. Steven K. Barg 1c. J. Martin Carroll 1d. Rolf Classon 1e. Frank A. D’Amelio 1f. John J. Greisch 1g. Gregory T. Lucier 1h. Alessandro Maselli For Against Abstain 1i. Donald E. Morel, Jr. 1j. Stephanie Okey 1k. Michelle R. Ryan 1l. Jack Stahl The Board of Directors recommends you vote FOR the following proposals: For Against Abstain 2. Ratification of Appointment of Ernst & Young LLP as Independent Auditor for Fiscal 2024. 3. Advisory Vote to Approve Our Executive Compensation (Say-on-Pay). 4. Approval of Amendment to Catalent, Inc. 2018 Omnibus Incentive Plan. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The 20212023 Proxy Statement and 20212023 Annual Report are available at www.proxyvote.com.
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D57691-P60043
V26875-P01596 CATALENT, INC.
Annual Meeting of Shareholders
October 28, 2021 January 25, 2024 8:00 AM
Eastern Time This proxy is solicited by the Board of Directors
The shareholder hereby appoints Alessandro Maselli and Thomas Castellano,Matti Masanovich, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of Catalent, Inc. that the shareholder is entitled to vote at the Annual Meeting of Shareholders to be held at 8:00 AM Eastern Time on October 28, 2021,January 25, 2024, at www.virtualshareholdermeeting.com/CTLT2021CTLT2023 and any adjournment or postponement thereof, as indicated on this proxy (with discretionary authority under Proposal 1 to vote for a substitute nominee if any nominee is unable to serve or for good cause will not serve) and on such other matters as may properly come before said meeting.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.
Continued and to be signed on reverse side