Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Appointment of Chief Financial Officer
On
June 30, 2016, Amarin Corporation plc (the Company) issued a press release announcing that it has named Michael Kalb as its Senior Vice President and Chief Financial Officer, effective immediately. Mr. Kalb will act as the
Companys principal financial officer and principal accounting officer.
Mr. Kalb served as Group Vice President, Chief Financial Officer and
Chief Accounting Officer of Taro Pharmaceutical Industries Ltd. (
Taro
) from August 2014 to June 2016. Prior to that, Mr. Kalb was Interim CFO from November 2010 to August 2014 and GVP, Interim CFO and CAO from May 2010 to June
2016. Mr. Kalb joined Taro in June 2009 as VP, Chief Financial Officer U.S. He has over twenty years of financial and accounting advisory experience. From June 2004 to June 2009, Mr. Kalb served as a Director in the Accounting and
Financial Consulting Group of Huron Consulting Group Inc. His experience also includes over ten years at Ernst & Young, LLP within the Transaction Advisory Services Group and Audit and Assurance Services Group. Mr. Kalb received a
Bachelor of Science in Accounting from the University at Albany, State University of New York.
On May 9, 2016, in connection with
Mr. Kalbs appointment, the Company entered into an employment agreement with Michael Kalb (the Kalb Agreement). Pursuant to the Kalb Agreement, Mr. Kalb will report to the Companys Chief Executive Officer, and his
initial base annual salary will be $400,000. Mr. Kalb will also receive a one-time special bonus of $25,000, and going forward he will be eligible to receive an annual performance bonus targeted at 40% of his base salary, with the actual amount
of such bonus, if any, to be determined by the Board of Directors. Mr. Kalb will also be entitled to continue to participate in the benefits and insurance programs generally available to all Company employees.
In connection with his hiring, Mr. Kalb will receive nonqualified options to purchase 625,000 shares of the Companys ordinary shares represented by
American Depositary Shares with a ten-year term and an exercise price equal to the closing price of the Companys American Depositary Shares on the NASDAQ Global Market on the date of grant. Twenty-five percent of the options vest on the first
anniversary of the grant date with the remaining seventy-five percent to vest ratably over the subsequent thirty-six-month period, subject to Mr. Kalbs continued employment with the Company over such period. The grant was approved by the
Remuneration Committee of the Companys Board of Directors.
The Kalb Agreement provides further that, if Mr. Kalb is terminated without cause,
he will be entitled to severance as follows: continuation of base salary for six (6) months; continuation of group health plan benefits for up to six (6) months to the extent authorized by and consistent with COBRA; six (6) months of
accelerated vesting on all outstanding equity incentive awards to the extent subject to time-based vesting. If Mr. Kalb is terminated without cause or he quits for good reason, in either case, within the twenty-four (24) months following a
change in control, then he will be entitled to severance as follows: continuation of base salary for twelve (12) months; continuation of group health plan benefits for up to twelve (12) months to the extent authorized by and consistent
with COBRA; a lump sum cash payment equal to the full target annual performance bonus for the year during which the termination occurred; and 100% acceleration of vesting on all outstanding equity inventive awards. All references to
cause, good reason and change in control are as defined in the Kalb Agreement.
The foregoing summary of the Kalb
Agreement is qualified in its entirety by reference to the complete text of the Kalb Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the press release
announcing Mr. Kalbs appointment is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
There are no family relationships between Mr. Kalb with any other executive officers of the Company or members of the Board of Directors, and he has no
direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.