Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
New Chief Financial Officer
On June 20, 2023, Catalent, Inc. (“Catalent” and, together with its subsidiaries, the “Company”), announced the appointment of Matti Masanovich as Senior Vice President and Chief Financial Officer, effective as of July 5, 2023. Mr. Masanovich will become a member of the Company’s Executive Leadership Team and serve as its principal financial officer. As of July 5, 2023, Ricky Hopson will cease to serve as Interim Chief Financial Officer and principal financial officer of the Company and, after supporting Mr. Masanovich in his transition, will return to a business leadership role at the Company.
Prior to joining the Company, Mr. Masanovich, age 51, served as Executive Vice President & Chief Financial Officer of Tenneco Automotive from August 2020 until November 2022, when Tenneco was acquired by funds managed by Apollo affiliates. Prior to that, Mr. Masanovich served as Executive Vice President & Chief Financial Officer of Superior Industries International from September 2018 until August 2020 and Senior Vice President & Chief Financial Officer of General Cable Corporation from November 2016 until July 2018. Earlier in his career, Mr. Masanovich had a series of roles of increasing responsibility in the finance functions of a variety of companies in the automotive industry and began his career with PriceWaterhouseCoopers LLP. He has a Bachelor of Commerce, Finance & Accounting and M.B.A. degrees from the University of Windsor and is a Chartered Accountant in Canada.
The Company confirms, as required by the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that (1) there is no arrangement or understanding between Mr. Masanovich and any other person pursuant to which he was elected as an officer of the company, (2) there is no family relationship between Mr. Masanovich and any director or executive officer of the Company, and (3) there is no direct or indirect transaction between Mr. Masanovich and the Company that would require disclosure under Item 404(a) of Regulation S-K under the Exchange Act.
The Company has entered into an offer letter, dated June 15, 2023, with Mr. Masanovich (the “Offer Letter”), as well as a severance agreement which provides for terms applicable to all senior executives other than Catalent’s Chief Executive Officer and is substantially in the form provided as Exhibit 10.3 to the Annual Report on Form 10-K filed September 17, 2010 by Catalent’s wholly owned subsidiary, Catalent Pharma Solutions, Inc. (the “Form Severance Agreement”). The terms of the Offer Letter and the Form Severance Agreement are summarized as follows:
Base Salary. Mr. Masanovich’s annual base salary will be $800,000.
Bonus. Mr. Masanovich will be eligible for a cash bonus under the terms of the Company’s Management Incentive Plan, the incentive-based annual cash bonus plan for the Company’s executives, with a target amount of $640,000, beginning with the Company’s 2024 fiscal year, pro-rated based on his hire date.
Long-Term Incentive Award. Mr. Masanovich will be eligible to participate in Catalent’s Long-Term Incentive Plan with an initial annual grant target of $5,000,000 for the Company’s 2024 fiscal year, and in future years, an annual grant target of $2,500,000, allocated in the same manner as applies to all members of the Company’s Executive Leadership Team, under Catalent’s 2018 Omnibus Incentive Plan, a copy of which is provided as Exhibit 10.1 to Catalent’s Quarterly Report on Form 10-Q filed November 6, 2018.
Termination of Employment. Under his severance agreement, if Mr. Masanovich is involuntarily terminated for any reason other than “Cause” (as defined in that agreement), leaves his employment due to death or disability, or terminates his employment for “Good Reason,” as defined in that agreement, he would be entitled to (i) a severance payment equal to the sum of annual base salary and target annual bonus, payable in equal installments over the one-year period following the date of termination; and (ii) continued participation for up to one year in the Company’s group health plans (to the extent he was receiving such coverage as of the termination date), at the same premium rates as may be charged from time to time to the Company’s U.S. employees generally.
