Catalent, Inc.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant                       Filed by a Party other than the Registrant  

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material Pursuant to §240.14a-12

CATALENT, INC.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check all boxes that apply):

 

  No fee required.
  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  Fee paid previously with preliminary materials.
  Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 


LOGO


 

 

 

 

 

 

 

September 16, 2022

 

 

   

 

 

Fellow Catalent Shareholders:

 

The 2022 Annual Meeting of Shareholders of Catalent, Inc. will be conducted via a virtual meeting to be held at 8:00 a.m. Eastern on Thursday, October 27, 2022. You are invited to attend, submit questions, and vote via the internet at www.virtualshareholdermeeting.com/CTLT2022.

 

At the meeting, shareholders will vote on a number of important proposals. Please take the time to read each of the proposals, which we describe in our Proxy Statement for the 2022 Annual Meeting of Shareholders. We will primarily use the internet to furnish our shareholders with our Proxy Statement and other proxy materials, including our form of ballot. We believe using the internet to distribute our proxy materials expedites shareholders’ receipt of the materials, lowers the costs of conducting the meeting, and conserves natural resources. We are sending a Notice of Internet Availability of Proxy Materials on or about September 16, 2022 to our shareholders of record as of the close of business on September 6, 2022. The notice contains instructions concerning how to access our Proxy Statement and 2022 Annual Report and vote online. If you would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the internet, please follow the instructions for requesting such materials included in the Notice.

 

Your vote is important. You may vote by participating virtually in the 2022 Annual Meeting of Shareholders, by proxy on the internet or by telephone, or by completing and mailing the enclosed proxy card in the return envelope provided.

 

Thank you for your support of Catalent.

 

LOGO  

Sincerely yours,

 

 

LOGO

 

John Chiminski

Executive Chair of the Board

 

 

LOGO

Alessandro Maselli

Chief Executive Officer

       LOGO


 

 

      

 

 

 

 

Notice of 2022 Annual Meeting

of Shareholders

 

 

Annual Meeting of Shareholders

 

  

 

Items of Business:

• Elect the fourteen director nominees listed in the Proxy Statement;

• Ratify the appointment of Ernst & Young LLP as our independent auditor for fiscal 2023;

• Conduct an advisory and non-binding vote to approve our executive compensation (“say-on-pay”); and

• Consider any other business as may properly come before the 2022 Annual Meeting of Shareholders and any adjournments or postponements thereof.

 

Record Date:

Only shareholders of record at the close of business on September 6, 2022 will be entitled to attend and vote at the 2022 Annual Meeting of Shareholders. A list of these shareholders will be available electronically during the Annual Meeting at www.virtualshareholdermeeting.com/CTLT2022 when you enter your 16-digit control number.

 

LOGO   

Date:

Thursday

October 27, 2022

 

 

LOGO

  

 

 

Time:

8:00 a.m.

Eastern

 

 

LOGO

  

 

 

Access:

The meeting can be accessed virtually at:

www.virtualshareholder meeting.com/CTLT2022

      

Your vote is important. Review your Proxy Statement and vote in one of four ways:

 

LOGO    VIRTUALLY. Vote electronically during the 2022 Annual Meeting of Shareholders, which can be accessed at www.virtualshareholdermeeting.com/CTLT2022, and vote in real-time.
LOGO    BY TELEPHONE. By calling 1-800-690-6903 (toll free) in the United States or Canada and following the instructions on your proxy card.
LOGO    BY INTERNET. By visiting www.proxyvote.com and following the instructions on your Notice of Internet Availability or proxy card.
LOGO    BY MAIL. By returning a properly completed, signed and dated proxy card 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 notice regarding the availability of proxy materials for the Annual Meeting: You may obtain this 2022 Proxy Statement and our 2022 Annual Report at www.proxyvote.com.

By order of the Board of Directors,

 

 

LOGO

Steven L. Fasman

Corporate Secretary

September 16, 2022


 

i        CATALENT, INC.  |  2022 Proxy Statement        TABLE OF CONTENTS

 

 

 

 

 

Table of Contents

 

  1      PROXY SUMMARY
  6      PROPOSAL 1: Elect Fourteen Members of our Board of Directors
  6      Background to the Board’s Recommendation in Favor of the Nominees
  7      Nominee Qualifications and Experience; Diversity of Nominees
  8      Director Nominees
  15      CORPORATE GOVERNANCE
  15      Key Corporate Governance Features
  17      The Board and Committees of the Board
  17      Committee Membership and Function
  19      Compensation Committee Interlocks and Insider Participation
  21      Director Independence
  22      Board Leadership Structure
  22      Board and Committee Evaluation Process
  23      Board’s Role in Risk Oversight
  23      Majority Voting and Director Resignation Policy
  24      Director Nomination Process
  24      Proxy Access
  25      Communications with the Board of Directors
  25      Standards of Business Conduct
  25      Transactions with Related Persons
  27      Executive Officers
  33      OWNERSHIP OF OUR COMMON AND PREFERRED STOCK
  33      Securities Owned by Certain Beneficial Owners, Directors, and Management
  34      Equity Compensation Plan Information
  35      DIRECTOR COMPENSATION
  37      COMPENSATION DISCUSSION AND ANALYSIS
  38      Introduction
  38      Executive Summary
  39      Overview of 2022 Business Performance and Executive Compensation
  41      Our Executive Compensation Program
  43      The Compensation Process
  44      Details of Total Direct Compensation Elements
  48      Other Benefits under Our Executive Compensation Program
  50      Compensation Determinations for 2022
  51      Other Compensation Practices and Policies
  54      REPORT OF THE COMPENSATION COMMITTEE
  55      EXECUTIVE COMPENSATION TABLES
  56      Fiscal 2022 Summary Compensation Table
  58      Fiscal 2022 Grants of Plan-Based Awards Table
  59      Fiscal 2022 Outstanding Equity-Based Awards at Year-End Table
  62      Fiscal 2022 Option Exercises and Stock Vested Table
  62      Fiscal 2022 Non-Qualified Deferred Compensation Table
  63      Deferred Compensation
  64      Fiscal 2022 Potential Payments upon Employment Termination or Change of Control Tables
  66      Severance and Payments on a Change of Control
  68      PAY RATIO
  69      PROPOSAL 2: Ratification of Appointment of Independent Auditor for Fiscal 2023
  71      REPORT OF THE AUDIT COMMITTEE
  72      PROPOSAL 3: Advisory Vote to Approve Our Executive Compensation (Say-On-Pay)
  73      ANNUAL MEETING, VOTING, AND PROCEDURES
  73      Annual Meeting Information
  73      Availability of Proxy Materials
  73      Who is Entitled to Vote at the Annual Meeting?
  74      Rights Afforded to Virtual Meeting Participants
  74      How to Vote
  75      Revoking a Proxy
  75      Quorum and Required Vote
  75      Proposals to be Voted on and Board Recommendation
  75      Effect of Not Casting Your Vote
  76      Solicitation
  76      Availability of Voting Results
  77      INFORMATION ABOUT 2023 ANNUAL MEETING
  A-1      APPENDIX A: Non-GAAP Financial Measures
 


 

PROXY SUMMARY        2022 Proxy Statement  |  CATALENT, INC.        1

 

 

 

 

 

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 16, 2022. As it is only a summary, please review the complete Proxy Statement and our 2022 Annual Report before you vote.

2022 Financial Performance Highlights

The following summary of our financial results for the twelve months ended June 30, 2022 (which we often call “fiscal 2022” in this Proxy Statement) highlights our progress in growing our business.

 

 

REVENUE OF

$4.8 BILLION

GROWTH OF 23% ON CONSTANT-CURRENCY BASIS(1)

 

  

 

 

 

LOGO

 

 

    

 

NET EARNINGS OF

$519 MILLION

DECREASE OF 9% ON CONSTANT-CURRENCY BASIS(1)

  

 

 

 

LOGO  

 

 

 

ADJUSTED EBITDA(2) OF

$1.3 BILLION

GROWTH OF 28% ON CONSTANT-CURRENCY BASIS(1)

 

  

 

 

 

LOGO

 

 

    

 

NET LEVERAGE RATIO OF

2.9x

INCREASE FROM 2.2X AT END OF FISCAL 2021

  

 

 

 

LOGO  

 

 

 

CONTINUED RECORD OF DELIVERING SUPERIOR TOTAL SHAREHOLDER RETURNS(3)

 

                        

LOGO

 

CONTINUED TO REINVEST A SIGNIFICANT PORTION OF OUR FREE CASH FLOW IN ATTRACTIVE, STRATEGIC, GROWTH-DRIVING ASSETS

 

 

(1)

Amounts at “constant currency,” or constant exchange rates, assume that exchange rates from foreign currencies into the U.S. dollar, the currency in which we report our financial results, did not fluctuate from those used to calculate the corresponding fiscal 2021 amounts. Percent change at constant currency is a financial reporting measure not prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and is subject to important limitations. For a further discussion of this measure and other measures used in this Proxy Statement that are not prepared in accordance with U.S. GAAP (“non-GAAP”), please see the Appendix entitled “Non-GAAP Financial Measures,” beginning on page A-1.

 

(2)

Adjusted EBITDA 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 an explanation of how we determine Adjusted EBITDA, and how this non-GAAP measure reconciles to our reported results, please see the Appendix entitled “Non-GAAP Financial Measures,” beginning on page A-1.

 

(3)

Cumulative total shareholder return over the one-, three-, and five-year periods ended June 30, 2022. One- and three-year performance is shown versus the S&P 500 and S&P 500 Healthcare indices, reflecting our inclusion in those indices as of September 2020. Five-year performance is shown versus the S&P 1500 and S&P 1500 Healthcare indices, reflecting our membership in those indices for most of the period.


 

2         CATALENT, INC.  |  2022 Proxy Statement        PROXY SUMMARY

 

 

 

 

 

Corporate Responsibility and Sustainability Highlights

 

Our corporate responsibility (CR) strategy and commitments represent how we put our values into action to run our business and achieve our mission to help people live better, healthier lives. Our corporate responsibility 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 are contributing 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.

 

LOGO

PATIENTS

 

LOGO

PLANET

 

LOGO

PEOPLE

 

LOGO

COMMUNITY

Nearly 80 billion

doses manufactured each year for our customers and their patients around the world

 

42%

proposed reduction of Scope 1 & 2 carbon emissions, per the Science Based Target Initiative (SBTi) commitment our CEO signed in fiscal 2022, after exceeding our initial target two years early

 

4700+

new hires in fiscal 2022

 

3500

employees volunteered in Catalent Month of Service in fiscal 2022

150

new products launched by customers each year

 

2024

is when we will publish our Scope 3 baseline and reduction, per our SBTi commitment

 

2022

Best Places to Work for People with Disabilities, based on the Disabilities Equality Index

 

$1.3 million

donated to our communities through employee matching gifts, disaster response and grants to promote STEM and serve patients, our largest contribution to date

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

 

57%

lower injury rate per 100 employees than reported industry averages

 

625

nonprofits supported by our Catalent Cares grants and community programs

   

55%

Increase in the number of employee resource group (ERG) chapters vs. fiscal 2021, a key element of our Diversity & Inclusion efforts

 
     
      LOGO

Human Rights

   

 

In fiscal 2022, we completed our external assessment of human rights in our supply chain and operations, in alignment with the United Nations Guiding Principles on Business and Human Rights (UNGPs). We established an internal working group, supported by two executive sponsors, to implement key recommendations from the assessment.

 


 

PROXY SUMMARY        2022 Proxy Statement  |  CATALENT, INC.        3

 

 

 

 

 

Executive Compensation

For fiscal 2022, 91% 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% 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 71% of their target total direct compensation was variable pay. The following charts illustrate the compensation mix for our CEO and other NEOs.

 

CEO Target Direct Compensation(1)

 

    

Other NEOs Target Direct Compensation(1)

 

LOGO      LOGO

 

(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 56.

The allocation of variable compensation for our CEO and other NEOs aligns with our compensation philosophy of motivating 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.

2022 Executive Compensation Highlights

The following table provides highlights of the compensation of our CEO and other NEOs in fiscal 2022 as reported in the 2022 Summary Compensation Table beginning on page 56 in this Proxy Statement. For the complete details of compensation, please review the entire Proxy Statement.

 

Name

    

    

Base Salary
($)

 

      

Management
Incentive Plan
(MIP)

(Annual Bonus)

($)

 

      

Long-Term
Incentive Plan
(LTIP)(1)

($)

 

      

All Other
Compensation
($)

 

      

Total
Compensation
($)

 

 

John Chiminski

    

 

1,075,000

 

    

 

1,890,810

 

    

 

9,300,340

 

    

 

141,367

 

    

 

12,407,517

 

Thomas Castellano

    

 

500,000

 

    

 

548,240

 

    

 

600,166

 

    

 

22,661

 

    

 

1,671,067

 

Steven L. Fasman

    

 

600,000

 

    

 

644,276

 

    

 

1,500,269

 

    

 

54,978

 

    

 

2,799,523

 

Aristippos Gennadios

    

 

485,769

 

    

 

572,240

 

    

 

1,000,283

 

    

 

67,212

 

    

 

2,125,504

 

Alessandro Maselli

    

 

654,183

 

    

 

733,000

 

    

 

1,700,177

 

    

 

146,670

 

    

 

3,234,030

 

 

(1)

Amounts reported include a one-time restricted stock unit (“RSU”) grant to each of Mr. Fasman and Dr. Gennadios valued at $500,076, granted in connection with the fiscal 2023 CEO transition.


 

4         CATALENT, INC.  |  2022 Proxy Statement        PROXY SUMMARY

 

 

 

 

 

    96.8%    

    IN FAVOR OF OUR  SAY-ON-PAY PROPOSAL    

 

  

At the 2021 Annual Meeting, our shareholders demonstrated their concurrence that our executive compensation program reflects a pay-for-performance philosophy.

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

 

 

 

ACCOUNTABILITY

 

    

 

 

BOARD PRACTICES

 

• Annual election of Board members

 

• 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 Mergers & Acquisitions Committees

 

• Board-approved statement on human rights

    

• Regular meetings of Committees

 

• Engaged, independent Lead Director

 

• All committees other than the Mergers and Acquisitions Committee are comprised solely of independent directors

 

• Limits on director “overboarding”

 

• Eleven of our fourteen directors are independent

    

 

 

SHAREHOLDER INTEREST

 

    

 

 

TRANSPARENCY

 

• Emphasize pay-for-performance

 

• Director & executive stock ownership goals

 

• Succession and continuity planning

 

• Proxy access

 

• Single voting class

 

• Shareholder right to call special meetings

 

• No super-majority vote requirement to amend any provision of the Certificate of Incorporation

    

• Corporate Governance Guidelines

 

• Securities trading policy

 

• Board-approved Code of Ethics, known as our “Standards of Business Conduct,” applicable to all employees, officers, and directors

 


 

PROXY SUMMARY        2022 Proxy Statement  |  CATALENT, INC.        5

 

 

 

 

 

Annual Meeting

 

 

      
LOGO   

DATE AND TIME

Thursday, October 27, 2022

8:00 a.m. Eastern

 

LOGO

  

ACCESS

The meeting can be accessed virtually at: www.virtualshareholdermeeting.com/CTLT2022

 

LOGO

 

  

 

RECORD DATE

Close of business on September 6, 2022.

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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 2022 Annual Meeting of Shareholders.

LOGO

  

ADMISSION

To participate in the virtual 2022 Annual Meeting of Shareholders (e.g., submit questions or vote), each shareholder will need the control number provided on their proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials. You will not be able to attend the 2022 Annual Meeting of Shareholders in person. If you are neither a shareholder nor in possession of a control number, you may not access the meeting as a guest.

 

 

 

Annual Meeting Proposals

 

Proposal

 

 

Board Vote

    Recommendation    

 

 

    Page Number    

Reference

 

1

  

Elect the Fourteen Director Nominees Listed in this Proxy Statement

 

FOR

 

6

2

  

Ratification of Appointment of E&Y as Independent Auditor for Fiscal 2023

 

FOR

 

69

3

  

Advisory Vote to Approve Our Executive Compensation (Say-on-Pay)

 

FOR

 

72

Our Board does not intend to bring any matter before the 2022 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, your proxy gives authority to the designated proxy holder to vote on such matters in accordance with the holder’s best judgment.


 

6         CATALENT, INC.  |  2022 Proxy Statement        PROPOSAL 1: ELECT THE FOURTEEN DIRECTOR NOMINEES LISTED IN THIS PROXY STATEMENT

 

 

 

 

 

Proposal 1:

Elect the Fourteen Director Nominees Listed in this Proxy Statement

(ITEM 1 ON THE PROXY CARD)

Our Board currently consists of fourteen directors. Upon the recommendation of the Nominating and Corporate Governance Committee (the “Nominating Committee”), the Board has considered and nominated the fourteen incumbent directors listed below for election to the Board at the Annual Meeting. Effective July 1, 2022, John Chiminski, our former CEO, transitioned into the role of Executive Chair and, as part of a planned leadership succession, Alessandro Maselli became CEO and a member of the Board. Effective September 15, 2022, Karen Flynn, our former Senior Vice President & Chief Commercial Officer, was also appointed as a member of the Board. Peter Zippelius has been designated as a director nominee pursuant to a stockholders’ agreement by and among us and certain of our investors. See “Transactions with Related Persons” on page 25.

The directors elected at the Annual Meeting will hold office until the 2023 annual meeting of shareholders and until their successors are duly elected and qualified. 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, proxies will be voted 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.

 

 

LOGO

Background to the Board’s

Recommendation in Favor of the Nominees

The Nominating Committee is directed under its charter to 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 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 each of the nominees is an existing member of our Board, is familiar with us and the risks and opportunities we face, and has 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 in their biographies and in the Nominee Qualifications and Experience Matrix.


 

PROPOSAL 1: ELECT THE FOURTEEN DIRECTOR NOMINEES LISTED IN THIS PROXY STATEMENT        2022 Proxy Statement  |  CATALENT, INC.        7

 

 

 

 

 

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.

 

    Nominee Qualifications and Experience
Qualification/Experience   Balachandran   Barber   Chiminski   Crane   Carroll   Classon   Flynn   Greisch   Kreuzburg   Lucier   Maselli   Morel   Stahl   Zippelius
Leadership experience with other public companies   ¡   ¡   ¡           ¡   ¡   ¡       ¡       ¡   ¡    
Significant executive experience with pharmaceutical and other healthcare companies   ¡   ¡   ¡   ¡   ¡   ¡   ¡   ¡   ¡   ¡   ¡   ¡       ¡
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 sales and marketing issues           ¡   ¡   ¡       ¡   ¡       ¡       ¡   ¡    
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 company audit committees               ¡       ¡   ¡   ¡               ¡   ¡    
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           ¡           ¡       ¡       ¡   ¡   ¡   ¡   ¡

 

 

LOGO


 

8         CATALENT, INC.  |  2022 Proxy Statement        PROPOSAL 1: ELECT THE FOURTEEN DIRECTOR NOMINEES LISTED IN THIS PROXY STATEMENT

 

 

 

 

 

Director Nominees

 

 

MADHAVAN “MADHU” BALACHANDRAN

 

 

LOGO

 

Director since 2017

Age: 71

Committees:

• Nominating and Corporate Governance

• Quality and Regulatory Compliance

  

Madhu Balachandran has been a board member since May, 2017. Mr. Balachandran was Chief Operating Officer of Nutcracker Therapeutics, a developer of mRNA therapeutics, from September 2020 until March 2022. He previously served as the Chief Executive Officer of ADRx Inc., a preclinical stage biotechnology company, from August 2019 until October 2020. Prior to that he was Executive Vice President, Operations of Amgen Inc., a global biotechnology company, from August 2012 until July 2016 and retired as an Executive Vice President in January 2017. Mr. Balachandran joined Amgen in 1997 as Associate Director, Engineering. He became Director, Engineering in 1998, and, from 1999 to 2001, he held the position of Senior Director, Engineering and Operations Services before moving to the position of Vice President, Information Systems from 2001 to 2002. Thereafter, Mr. Balachandran was Vice President, Puerto Rico Operations from May 2002 to February 2007. From February 2007 to October 2007, Mr. Balachandran was Vice President, Site Operations, and, from October 2007 to August 2012, he held the position of Senior Vice President, Manufacturing. Prior to his tenure at Amgen, Mr. Balachandran held leadership positions at Copley Pharmaceuticals, now a part of Teva Pharmaceuticals Industries Ltd., and Burroughs Welcome Company, a predecessor through mergers of GlaxoSmithKline plc. He has served as a director of A2 Biotherapeutics since September 2019, as a director of Stevanato Group since September 2018, and as a director of uniQure NV since September 2017. He is on the Audit Committee at A2, on the Compensation Committee at uniQure, and on the Remuneration, Strategy, and Nominating and Governance Committees at Stevanato Group. Mr. Balachandran holds a Master of Science degree in Chemical Engineering from The State University of New York at Buffalo and an MBA from East Carolina University.

 

  
 

 

MICHAEL J. BARBER

 

 

LOGO

 

Director since 2021

Age: 62

• Compensation and Leadership

• Quality and Regulatory Compliance

  

Michael J. Barber has been a board member since April 2021. He retired as the Chief Diversity Officer for General Electric Company in January 2022. During his forty-year career at GE, Mr. Barber held a variety of progressively senior roles in engineering, operations, and product management, including service as President and CEO of GE Molecular Imaging and Computed Tomography from 2016 until 2020; as Chief Engineer, GE Healthcare and Chief Operating Officer, GE Healthcare Systems from 2013 until 2015; as VP and General Manager, Molecular Imaging, GE Healthcare in 2012; as Vice President, healthymagination (GE Corporate) from 2009 until 2011; and as Vice President and CTO, GE Healthcare from 2007 until 2008. Among other prestigious awards, he was named a “Master of Innovation” by Black Enterprise in 2009 and elected a Fellow of the American Institute of Medical and Biological Engineering in 2014. He served as a director of Talix, Inc. from 2017 until it was acquired by Edifecs in 2021, and served as a director of Healthline, Inc. from 2009 until its acquisition by Summit Partners in 2016. He also served as a board member of the National Action Council for Minorities in Engineering (NACME) from 2009 until 2022. Mr. Barber received a B.S. in electrical engineering and an honorary doctorate in engineering from the Milwaukee School of Engineering, where he also serves as a Regent.

 


 

PROPOSAL 1: ELECT THE FOURTEEN DIRECTOR NOMINEES LISTED IN THIS PROXY STATEMENT        2022 Proxy Statement  |  CATALENT, INC.        9

 

 

 

 

 

 

J. MARTIN  CARROLL

 

 

LOGO

 

Director since 2015

Lead Director since 2021

Age: 72

Committees:

• Nominating and Corporate Governance (chair)

• Mergers & Acquisitions

  

J. Martin Carroll has been a director since July 2015 and has served as our lead independent director since October 2021. He served as President and Chief Executive Officer of Boehringer Ingelheim Corporation and of Boehringer Pharmaceuticals, Inc. from 2003 until 2011 and as Head, Corporate Strategy and Development of Boehringer Ingelheim GmbH from 2012 until his retirement in 2013. He served as a director of Boehringer Ingelheim Corporation from 2003 until December 2012. Mr. Carroll joined the Boehringer Ingelheim organization in 2002 as President of Boehringer Pharmaceuticals, Inc. Mr. Carroll worked at Merck & Company, Inc. from 1976 to 2001. From 1972 to 1976, he served in the United States Air Force where he attained the rank of Captain. Mr. Carroll has been chairperson of the board of directors of Esperion Therapeutics since June 2022. He served as a director of Durata Therapeutics, Inc. from August 2014 until November 2014 when it was acquired by Actavis, as a director of Vivus, Inc. from May 2013 until September 2014, as a director of Therapeutics MD from March 2015 until December 2021, and as a director of Mallinckrodt plc from June 2013 until May 2022. He also served as a director of Inotek from April 2016 to June 2016 and as Chairman of its Board from June 2016 until January 2018 when Inotek was sold to Rocket Pharmaceutical. Mr. Carroll received a B.A. in accounting and economics from the College of the Holy Cross and an M.B.A. from Babson College.

 

  

 

JOHN CHIMINSKI

 

 

LOGO

 

Director since 2009

Chair since 2016

Age: 58

Committees:

• Mergers & Acquisitions

  

John Chiminski was appointed Catalent’s Executive Chair in July 2022. Prior to that he had served as Catalent’s Chief Executive Officer since 2009. He joined Catalent after more than 20 years of experience at GE Healthcare in engineering, operations, and senior leadership roles. From 2007 to 2009, Mr. Chiminski was President and Chief Executive Officer of GE Medical Diagnostics, a global business with sales of $1.9 billion. From 2005 to 2007, he served as Vice President and General Manager of GE Healthcare’s Global Magnetic Resonance Business, and from 2001 to 2005, as Vice President and General Manager of Global Healthcare Services. Earlier at GE, he held a series of cross-functional leadership positions in both manufacturing and engineering, including a GE Medical Systems assignment in France. Mr. Chiminski has served as a director of Berkeley Lights since May 2021. Mr. Chiminski holds a BS from Michigan State University and an M.S. from Purdue University, both in electrical engineering, as well as a Master’s Degree in Management from the Kellogg School of Management at Northwestern University.

 


 

10         CATALENT, INC.  |  2022 Proxy Statement        PROPOSAL 1: ELECT THE FOURTEEN DIRECTOR NOMINEES LISTED IN THIS PROXY STATEMENT

 

 

 

 

 

 

ROLF CLASSON

 

    
 

LOGO

 

Director since 2014

Age: 77

Committees:

• Audit

• Compensation and Leadership

  

Rolf Classon has been a board member 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 from 2018 to 2022, having joined that board as a director in 2017, and Chairman of the Board of Directors of Tecan Group Ltd., serving from 2009 until April 2018. Mr. Classon served as Chairman of the Board of Directors of Hill-Rom Corporation from 2006 until March 2018, also serving as Vice Chairman of the Board from 2003 through May 2005 and as interim chief executive officer from May 2005 until March 2006. From 2005 to 2015, Mr. Classon served as Chairman of the Board of Directors of Auxilium Pharmaceuticals, Inc., and as Vice Chairman from March 2005 to April 2005. He also previously served as a director of Sequanna Medical AG from 2016 to 2017; of Aerocrine AB, Stockholm from 2013 to 2015; of Millipore Corporation from 2005 to 2010; of Prometheus Laboratories Inc. from 2004 to 2010; and of Enzon Pharmaceuticals Inc. from 1997 to 2011. Mr. Classon received his Chemical Engineering Certificate from the Gothenburg School of Engineering and a Business Degree from the Gothenburg University. Mr. Classon was granted a waiver, which will end at our 2023 Annual Meeting of Shareholders, from the resignation obligation imposed by our Corporate Governance Guidelines on directors over the age of 75.

 

  

 

ROSEMARY A. CRANE

 

 

LOGO

 

Director since 2018

Age: 63

Committees:

• Audit

• Nominating and Corporate Governance

  

Rosemary Crane has been a board member since February 2018. Ms. Crane is currently a member of the boards of Teva Pharmaceutical Industries Limited, where she serves as chair of the Human Resources Compensation Committee; of Tarsus Pharmaceuticals, where she serves as chair of the Science and Technology Committee; of Certara, Inc.; and of Hackensack Meridian Health Center for Discovery and Innovation. She previously served as a director of Edge Therapeutics, Inc., Unilife Corporation, Cipher Pharmaceuticals, MELA Sciences, Inc., Epocrates Inc., Targanta Therapeutics, and Zealand Pharma A/S. Ms. Crane retired in 2014 from MELA Sciences, Inc., where she served as President and Chief Executive Officer beginning in 2013. From 2011 to 2013, she was a Partner and Head of Commercialization at Appletree Partners and, from 2008 to 2011, served as Chief Executive Officer and President of Epocrates Inc. From 2002 to 2008, Ms. Crane served in several senior executive positions at the Johnson & Johnson Group of Companies, ending as Company Group Chairman, OTC and Nutritional Group. From 1982 to 2002, she was at Bristol-Myers Squibb Company, ending her tenure there as President, U.S. Primary Care. Ms. Crane received her M.B.A. from Kent State University and her B.A. in Communications and English from the State University of New York at Oswego.

 


 

PROPOSAL 1: ELECT THE FOURTEEN DIRECTOR NOMINEES LISTED IN THIS PROXY STATEMENT        2022 Proxy Statement  |  CATALENT, INC.        11

 

 

 

 

 

 

KAREN FLYNN

 

    
 

LOGO

 

Director since 2022

Age: 59

  

Karen Flynn has been a board member since September 2022. Ms. Flynn retired in July 2022 from her position as Catalent’s Senior Vice President & Chief Commercial Officer, a position she had held since 2021. She joined the company as President, Biologics and Chief Commercial Officer in 2020. Prior to joining Catalent, she served as the Senior Vice President and Chief Commercial Officer of West Pharmaceutical Services, Inc. from 2016 to 2019, having previously served as that company’s President, Pharmaceutical Packaging Systems since 2014. Ms. Flynn is also a director of Quanterix Corporation and serves in the Hesburgh Women of Impact mentorship program for the University of Notre Dame. She has previously served on the Chester County Economic Development Council Board of Directors, the Downingtown STEM Academy Advisory Board, and on the Board of Directors for Recro Pharmaceuticals. Ms. Flynn holds a Master of Science in Business Administration from Boston University, a Master of Science in Engineering from the University of Pennsylvania, and a Bachelor of Science in Pre-Professional Studies (Pre-Med) from the University of Notre Dame.

 

  

 

JOHN J. GREISCH

 

    
 

LOGO

 

Director since 2018

Age: 67

Committees:

• Audit (chair)

• Compensation and Leadership

  

John Greisch has been a board member since February 2018. 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 Baxter’s Chief Financial Officer and as President of Baxter’s BioScience division. Before his time with Baxter, Mr. Greisch was President and Chief Executive Officer for FleetPride Corporation in Deerfield, Illinois, an independent after-market distribution company serving the transportation industry. Prior to his tenure at FleetPride, he held various positions at The Interlake Corporation, including serving as President of its Materials Handling Group. Mr. Greisch currently serves as chairman of the board of Viant Medical LLC and as lead independent director on the board of Carrier Corporation. He previously served on the boards of Cerner Corporation, Idorsia Pharmaceuticals Ltd., Hill-Rom Holdings, Inc., Actelion Ltd, and TomoTherapy, Inc. Additionally, he serves as a senior advisor to TPG Capital and is on the board of directors for Ann & Robert H. Lurie Children’s Hospital of Chicago. He received a Masters in Management from the Kellogg School of Management at Northwestern University and a B.S. degree from Miami University.

 

  


 

12         CATALENT, INC.  |  2022 Proxy Statement        PROPOSAL 1: ELECT THE FOURTEEN DIRECTOR NOMINEES LISTED IN THIS PROXY STATEMENT

 

 

 

 

 

 

CHRISTA KREUZBURG, PH.D.

 

 

LOGO

 

Director since 2018

Age: 62

Committees:

• Nominating and Corporate Governance

• Quality and Regulatory
Compliance

 

  

Dr. Christa Kreuzburg has been a board member since February 2018. Dr. Kreuzburg has been consulting in the healthcare sector since retiring from Bayer AG in 2009 after 19 years of service in a variety of roles, including service as Head of the Bayer Schering Pharma Europe/Canada unit of Bayer Healthcare from 2007 to 2008 and as Head of the Pharma Primary Care/International Operations unit of Bayer Healthcare from 2006 to 2007. She also held roles in the Strategic Planning and Central Research groups. Dr. Kreuzburg is currently a member of the board of directors of Tecan Trading AG of Switzerland and has previously served as a director of Freedom Innovations LLC. She received her Ph.D. and Bachelor’s degrees in Physical Chemistry from Duisburg University in Germany.

 

  

 

GREGORY T. LUCIER

 

    
 

LOGO

 

Director since 2015

Age: 58

Committees:

• Compensation and
Leadership (chair)

• Mergers & Acquisitions

  

Gregory T. Lucier has been a director since April 2015. Mr. Lucier is the chief executive officer of Corza Health, Inc., a company focused on acquiring companies and assets as part of a strategy to build a market-leading healthcare business. Prior to that, he served as Chief Executive Officer of NuVasive, Inc., a medical device company, from 2015 to 2018. Before joining NuVasive, Mr. Lucier was Chairman and Chief Executive Officer of Life Technologies Corporation (formerly Invitrogen Corporation), a global biotechnology company, from May 2003 until it was acquired by Thermo Fisher Scientific Inc. in February 2014. Prior to that, Mr. Lucier was a corporate officer at General Electric Company, where he served in a variety of leadership roles. Mr. Lucier is chairman of the board of Berkeley Lights and serves as a director of Dentsply Sirona and Maravai LifeSciences. He previously served as a director of Life Technologies Corporation from May 2003 to February 2014, of Carefusion Corporation from August 2009 until its sale to Becton Dickinson in March 2015, of Invuity, Inc. from October 2014 until its sale to Stryker in October 2018, and of Nuvasive from December 2013 to May 2021. Mr. Lucier received an M.B.A. from Harvard Business School and a B.S. in industrial engineering from Pennsylvania State University.

 


 

PROPOSAL 1: ELECT THE FOURTEEN DIRECTOR NOMINEES LISTED IN THIS PROXY STATEMENT        2022 Proxy Statement  |  CATALENT, INC.        13

 

 

 

 

 

 

ALESSANDRO  MASELLI

 

    
 

LOGO

 

Director since 2022

Age: 50

  

Alessandro Maselli was appointed Catalent’s President and Chief Executive Officer and joined the Board of Directors in July 2022. He previously served as the company’s President & Chief Operating Officer since February 2019. Mr. Maselli joined Catalent in 2010 as Director of Operations at Catalent’s pharmaceutical, nutritional and cosmetics plant in Aprilia, Italy. In 2013, he was appointed General Manager of Zydis® operations at Catalent’s facility in Swindon, U.K., in 2015 he became Vice President of Operations, Europe, for Catalent’s Drug Delivery Solutions business unit, and in 2016 he was named Catalent’s Senior Vice President, Global Operations. Prior to Catalent, Mr. Maselli held operational and business leadership roles at Alstom and SGS. From 1998 to 2006, he held roles of increasing responsibility from process engineer to operations director at ABB. Mr. Maselli began his career as an automation systems engineer in the food industry. A native of Italy, Mr. Maselli earned bachelor and master degrees in electronic engineering from La Sapienza University of Rome.

 

  

 

DONALD E. MOREL, JR., PH.D.

 

 

LOGO

 

Director since 2015

Age: 65

Committees:

• Quality and Regulatory Compliance (chair)

  

Dr. Donald E. Morel has been a board member since November 2015. Dr. Morel retired in June 2015 as Chairman of West Pharmaceutical Services, Inc., a leading manufacturer of packaging components and delivery systems for injectable drugs and healthcare products, a position he had held since March 2003. He also served as West’s Chief Executive Officer from April 2002 until April 2015 and as its President from April 2002 until June 2005. Currently, Dr. Morel serves as Chairman of the Board of Directors of the American Oncologic Hospital of the Fox Chase Cancer Center. He also serves as Chairman of the Board of Trustees of the Franklin Institute, a trustee of the University of Virginia Darden School Foundation, and an Emeritus Trustee of Lafayette College. Additionally, Dr. Morel has been a Director of Stevanato Group since September 2018 and of Integra Life Sciences Holdings Corporation since August 2013. Prior to that, he served as a Director of Kensey Nash Corporation from 2010 until 2012. Dr. Morel obtained a Master of Science degree and a Ph.D. in Materials Science from Cornell University and a Bachelor of Science degree in Engineering from Lafayette College.

 


 

14         CATALENT, INC.  |  2022 Proxy Statement        PROPOSAL 1: ELECT THE FOURTEEN DIRECTOR NOMINEES LISTED IN THIS PROXY STATEMENT

 

 

 

 

 

 

JACK STAHL

 

    
 

LOGO

 

Director since 2014

Age: 69

Committees:

• Mergers &
Acquisitions (chair)

• Audit

 

  

Jack Stahl has been a board member since August 2014. 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 since joining it in 1979. Mr. Stahl is the chair of the board of directors of United Natural Food, Inc. and serves on the U.S. board of advisors of CVC Capital. Additionally, he formerly served on the boards of Schering-Plough Corporation, Dr Pepper Snapple Group, Saks, Inc., Coty Inc., Ahold Delhaize, and Advantage Solutions LLC, and was chairman of the board of managers of New Avon LLC. Mr. Stahl holds a bachelor’s degree in economics from Emory University and a master’s degree from the Wharton School of Business at the University of Pennsylvania.

 

  

 

PETER ZIPPELIUS

 

 

LOGO

 

Director since 2019

Age: 43

  

Peter Zippelius has been a board member since May 2019. Mr. Zippelius is a partner of Leonard Green & Partners, L.P., which he joined in 2018. Previously, he was a Managing Director and Co-Head of North American Healthcare Investment Banking at J.P. Morgan, which he joined in 2015. Prior to J.P. Morgan, Mr. Zippelius was a Managing Director and Co-Head of Healthcare Services Investment Banking at Deutsche Bank Securities and prior to that he was a Managing Director in the Healthcare Investment Banking group at Morgan Stanley. Mr. Zippelius began his career in the Mergers and Acquisitions department of Solomon Smith Barney. He earned a Bachelor of Science degree in Finance from Virginia Tech.

 

Mr. Zippelius was nominated by affiliates of Leonard Green & Partners, L.P. (“Leonard Green”), holders of our common stock who are entitled to nominate one director nominee pursuant to a stockholders’ agreement they have with us. See below under “Transactions with Related Persons—Stockholders’ Agreement” for a more detailed description of the agreement.

 

 

LOGO


 

CORPORATE GOVERNANCE        2022 Proxy Statement  |  CATALENT, INC.        15

 

 

 

 

 

Corporate Governance

We are committed to ensuring strong corporate governance practices on behalf of 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 2022 our Nominating Committee concluded that it was in the best interests of the company and our shareholders to amend Section 2.03 of our bylaws, enhancing the advance notice provisions that apply when a shareholder intends to propose a director nomination or other business at a shareholder meeting. Among other things, the amendments direct shareholders to (i) explain all derivative arrangements involving their securities in order to provide us with a more complete picture of their voting and economic interest in the company and (ii) provide additional useful details concerning the background and intentions of any proposed nominee for election to our Board. Based upon this recommendation, our Board approved the proposed amendments to reflect these changes, effective January 27, 2022.

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 investor.catalent.com/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 on 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

 

  

 

• Our Board has determined that eleven out of fourteen of our directors are “independent” under the NYSE listing standards, with our CEO, our Executive Chair, and a recently retired executive being the only non-independent directors.

 

 

Annual Director Elections

 

  

 

• As of last year, our Board is fully declassified, with all members serving one-year terms.

 

 

Board Committees

 

  

 

• We have five committees of the Board—the Audit Committee, the Compensation and Leadership Committee, the Nominating Committee, the Quality and Regulatory Compliance Committee, and the Mergers & Acquisitions Committee—with Mr. Chiminski, who sits on the Mergers & Acquisitions Committee, being the only non-independent director serving as a committee member.

 

• Each Committee operates under a written charter and reports regularly to the Board concerning its activities.

 

 

Lead Director

 

  

 

• When a non-independent director serves as Chair of our Board, our Governance Guidelines require the independent directors to appoint a Lead Director from among them. Mr. Carroll has served in that role since October 2021.

 

 

Executive Sessions

 

  

 

• Our Board holds regular executive sessions of non-management directors (and, at least annually, of independent directors), which are chaired by our Lead Director.

 


 

16         CATALENT, INC.  |  2022 Proxy Statement        CORPORATE GOVERNANCE

 

 

 

 

 

 

Board Oversight of Risk

 

  

 

• Risk management, including cybersecurity risk, is overseen by our Audit Committee. Our full Board also reviews cybersecurity risk at least once annually.

 

• Our Compensation and Leadership Committee reviews risks arising from our compensation practices so that those practices encourage management to act in the best interests of our shareholders.

 

• Our Nominating Committee oversees risk associated with potential conflicts of interest as well as the effectiveness of our Governance Guidelines.

 

• Our Quality and Regulatory Compliance Committee focuses on risks arising out of the extensive food, drug, and cosmetics regulations that govern our operations and our relationships with our customers, as well as the environmental, health, and safety (EHS) risks applicable to our sites.

 

 

Corporate Governance Guidelines

 

  

 

• Our Board operates under our Governance Guidelines, which define director qualification standards and other appropriate governance procedures and can be found on our website at investor.catalent.com/corporate-governance.

 

 

Majority Voting in Director Elections and Director Resignation Policy

 

  

 

• In uncontested elections, directors must garner the approval of a majority of the votes cast. Any director not receiving a majority of the votes cast in an uncontested election must tender a resignation to the Nominating Committee, which shall promptly consider such resignation and make a recommendation to our Board with respect to what action should be taken.

 

 

Accountability

 

  

 

• 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 no preferred stock outstanding.

 

 

Stock Ownership

 

  

 

• 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 retainer.

 

• Guidelines adopted by our Compensation and Leadership Committee state that each of our executive officers must own shares of our common stock: our CEO must own an amount equal to five times annual salary, and each of our other executive officers must own an amount equal to two and one-half times their respective salaries.

 

 

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

 

  

 

• Our Board and each of the Committees conduct annual self-evaluations.

 

 

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.

 

 

Overboarding

 

  

 

• Without specific approval from our Board, no director is permitted to serve on more than three other public company boards; no Audit Committee member will serve on more than two other public company audit committees; and 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.

 

 

Proxy Access

 

  

 

• Shareholders who satisfy the standards set forth in our bylaws have the ability to include in our proxy materials their own nominees for election to our Board, provided that such director nominees satisfy the eligibility requirements set forth in our bylaws.

 


 

CORPORATE GOVERNANCE        2022 Proxy Statement  |  CATALENT, INC.        17

 

 

 

 

 

The Board and Committees of the Board

We are governed by our Board, which provides overall direction to and oversight of our 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.

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”)—each meet regularly. Our Board also has a standing Mergers & Acquisitions Committee (the “M&A Committee”) that meets on an as-needed basis. Each committee has a written charter, which can be found on our website at investor.catalent.com/corporate-governance.

Committee Membership and Function

 

                      

 

Current Committee Membership

 

Name

 

  

Current

Term End

Year

 

    

Determination of

Independence?

 

         

        Audit        

 

 

Compensation
and
    Leadership    

 

 

Nominating
and Corporate
    Governance    

 

 

Quality and
Regulatory
    Compliance    

 

 

Mergers &
    Acquisitions    

 

John Chiminski

  

 

2022

 

  

NO(1)

                          

¡

Madhavan Balachandran

  

 

2022

 

  

YES

                  

¡

 

¡

   

Michael J. Barber

  

 

2022

 

  

YES

              

¡

     

¡

   

J. Martin Carroll(2)

  

 

2022

 

  

YES

                   CHAIR      

¡

Rolf Classon

  

 

2022

 

  

YES

          

¡

 

¡

           

Rosemary A. Crane

  

 

2022

 

  

YES

          

¡

     

¡

       

Karen Flynn(3)

  

 

2022

 

  

NO(1)

                            

John J. Greisch

  

 

2022

 

  

YES

           CHAIR  

¡

           

Christa Kreuzburg

  

 

2022

 

  

YES

                  

¡

 

¡

   

Gregory T. Lucier

  

 

2022

 

  

YES

               CHAIR          

¡

Alessandro Maselli

  

 

2022

 

  

NO(1)

                            

Donald E. Morel, Jr.

  

 

2022

 

  

YES

                       CHAIR    

Jack Stahl(4)

  

 

2022

 

  

YES

          

¡

              CHAIR

Peter Zippelius

  

 

2022

 

  

YES

                            

 

(1)

As current or former executive officers, Mr. Chiminski, Ms. Flynn, and Mr. Maselli cannot be deemed independent.

 

(2)

Lead Director.

 

(3)

Ms. Flynn was appointed to the Board effective September 15, 2022, to fill the vacancy created by the expansion of the Board’s size to fourteen members and was first recommended for election to our Board by Mr. Maselli.

 

(4)

Mr. Maselli was appointed to the Board effective July 1, 2022, simultaneous with his becoming our CEO and the expansion of the Board’s size to thirteen members.


 

18         CATALENT, INC.  |  2022 Proxy Statement        CORPORATE GOVERNANCE

 

 

 

 

 

  Audit Committee

  

    

  Membership:

  

 

    

   LOGO  

John J. Greisch, Chair  |  Rolf Classon  |  Rosemary A. Crane  |  Jack Stahl

 

 

 

  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 requirements.

 

• 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.

 

  

 

• 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 Act of 1934, as amended (the “Exchange Act”).

 

• 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 rules. The Report of the Audit Committee is included on page 71.

 

 


 

CORPORATE GOVERNANCE        2022 Proxy Statement  |  CATALENT, INC.        19

 

 

 

 

 

  Compensation and Leadership Committee

  

    

  Membership:

  

 

    

   LOGO  

Gregory T. Lucier, Chair  |  Michael J. Barber  |  Rolf Classon  |  John J. Greisch

 

 

  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 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.

 

 

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 $12 million annual cap. The annual cap was increased for fiscal 2023 to $23 million due to an increase in the number of employees receiving incentive compensation. The Report of the Compensation Committee begins on page 38.

 

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.

 

Compensation Committee Interlocks and Insider Participation

During fiscal 2022, no member of our Compensation Committee was an employee or officer or former officer of Catalent or had 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 entity that has or has had one or more executive officers who served as a member of our Board or our Compensation Committee during fiscal 2022.


 

20         CATALENT, INC.  |  2022 Proxy Statement        CORPORATE GOVERNANCE

 

 

 

 

 

  Nominating and Corporate Governance Committee

  

        

  Membership:

  

 

 

   LOGO  

J. Martin Carroll, Chair  |  Madhavan Balachandran  |  Rosemary A. Crane  |  Christa Kreuzburg

 

 

 

  Function:

 

• Identifies and recommends nominees for election to our Board.

 

• Reviews the composition and size of our Board.

 

• Regularly reviews our corporate governance documents, including our corporate charter and bylaws and our Governance Guidelines.

 

  

 

• 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

 

  

 

 

        

 

 

  Membership:

  

 

 

   LOGO  

Donald E. Morel, Jr., Chair  |  Madhavan Balachandran  |  Michael J. Barber*  |  Christa Kreuzburg

 

 

 

  Function:

 

• Oversees and reviews our personnel, activities, processes and procedures that assure the quality of the products and services we deliver.

 

• Oversees our quality and regulatory compliance programs with respect to legal and regulatory requirements.

 

  

 

• Reports on significant audits, inspections and corrective and preventative actions on relative governmental investigations to our Board.

 

• Oversees the implementation of our quality and regulatory compliance program.

 

All members of the Quality and Regulatory Compliance Committee are “independent” in accordance with the NYSE listing standards and SEC rules applicable to boards of directors in general.

 


 

CORPORATE GOVERNANCE        2022 Proxy Statement  |  CATALENT, INC.        21

 

 

 

 

 

 

 

  Mergers & Acquisitions Committee

  

 

 

        

 

 

  Membership:

  

 

   LOGO           

Jack Stahl, Chair  |  J. Martin Carroll  |  John Chiminski*  |  Gregory T. Lucier

 

 

*       Joined effective August 24, 2022.

 

  Function:

 

• Assists our Board in reviewing and assessing potential mergers, acquisitions, divestitures, and other similar strategic transactions, considering, among other things, (i) the risks and benefits to us and (ii) our Board’s obligation to oversee and provide overall direction to management with respect to such transactions.

 

 

 

• Pursuant to non-exclusive delegated authority, reviews and approves potential mergers, acquisitions, divestitures, and other similar strategic transactions having a transaction value of up to $100 million.

 

All members of the Mergers & Acquisitions Committee other than Mr. Chiminski are “independent” in accordance with the NYSE listing standards and SEC rules applicable to boards of directors in general.

 

BOARD AND COMMITTEE ATTENDANCE

During fiscal 2022, our Board met seven times and acted by unanimous written consent three times. The Committees held the following number of meetings and acted by unanimous written consent the following number of times during fiscal 2022:

 

 

 Committee

 

  

 

Meetings          

 

  

 

Consents          

 

 

 

 Audit Committee

  

 

 

4          

  

 

 

–          

 

 

 Compensation Committee

  

 

 

6          

  

 

 

1          

 

 

 Nominating Committee

  

 

 

2          

  

 

 

–          

 

 

 Quality Committee

  

 

 

4          

  

 

 

–          

 

 

 M&A Committee

  

 

 

8          

  

 

 

–          

Each director attended more than 75% of the respective meetings of our Board and our committees, if any, on which that director served. We strongly encourage members of our Board to attend our Annual Meetings of Shareholders. All of our then-serving directors attended our 2021 Annual Meeting of Shareholders.

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 part of its process to approve for nomination the current slate of nominees, our Board determined that each of our current directors is independent for purposes of our Governance Guidelines, applicable NYSE standards, and applicable SEC rules, including with respect to committee service, other than Mr. Maselli, who is also our CEO, Mr. Chiminski, who is also our Executive Chair and retired as our CEO in June 2022, and Ms. Flynn, who retired as our Chief Commercial Officer in June 2022.


 

22         CATALENT, INC.  |  2022 Proxy Statement        CORPORATE GOVERNANCE

 

 

 

 

 

Board Leadership Structure

Our Governance Guidelines, which can be found on our website at investor.catalent.com/corporate-governance, provide our Board flexibility in determining its leadership structure. Our Board periodically considers its structure and leadership, in particular whether the roles of Chair and CEO should be combined or separated, based on what it believes is in our best interests at a given point in time. Currently, Mr. Chiminski serves as Executive Chair of our Board. Our Board has determined that Mr. Chiminski, given his extensive knowledge and understanding of us, is best positioned to lead our Board at this time and to focus its attention on the issues of greatest importance to us and our shareholders. The Executive 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. Our Board will continue periodically to evaluate its leadership structure and determine whether continuing to have one of our officers serve as 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. As Mr. Chiminski does not qualify as an “independent” director, Mr. Carroll has been selected as our Lead Director, a role he has had since October 2021. The Lead Director helps to assure the appropriate oversight of our management by our Board, as well as maintain the optimal functioning of our Board. Among other things, the Lead Director has the authority to:

 

 

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 non-management and 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 Director receive all of the self-evaluation results. 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        2022 Proxy Statement  |  CATALENT, INC.        23

 

 

 

 

 

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. 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.

 

 

The Nominating Committee oversees the management of risks associated with 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 of 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.

Majority Voting in Director Elections and Director Resignation Policy

Under our bylaws, director nominees in uncontested elections must 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 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 votes than against votes, then the independent directors (excluding those independent directors, if any, who did not receive more for votes than 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 votes than 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.


 

24         CATALENT, INC.  |  2022 Proxy Statement        CORPORATE GOVERNANCE

 

 

 

 

 

Director Nomination Process

The Nominating Committee considers and recommends the annual slate of director nominees for approval by our 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

 

 

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

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.

Shareholders may nominate directors for election by following the provisions set forth in our bylaws concerning such matters. The Nominating Committee, in accordance with our Governance Guidelines, will consider the qualifications of any nominee proposed by one or more shareholders in the same manner in which it evaluates any other candidate.

Proxy Access

Our bylaws provide for proxy access, which, subject to certain limitations as set forth in our bylaws, allows a shareholder or a group of up to 20 shareholders owning, continuously for at least three years, shares representing at least 3% of our outstanding voting stock entitled to vote in the election of directors, to nominate and include in our Proxy Statement for each Annual Meeting of Shareholders at which directors may be elected, their own qualifying director nominees constituting up to the greater of 2 or 20% of the total number of directors then serving on our Board (subject to certain limitations as set forth in our bylaws). Our Board (prior to each Annual Meeting of Shareholders) and the chair of any Annual Meeting of Shareholders shall have the power to determine whether a director nominee has been nominated by a shareholder in accordance with the requirements of the proxy access provisions. Notice of director nominees submitted under the proxy access provisions must include the information required under our bylaws. Such notice must be delivered to our Corporate Secretary at Catalent, Inc., 14 Schoolhouse Road, Somerset, NJ 08873 for nominations for the 2023 Annual Meeting of Shareholders by the dates specified under “Shareholder Proxy Access” on page 77. The foregoing description of the shareholder proxy access provision included in our bylaws does not purport to be complete and is qualified in its entirety by reference to our bylaws, which are available on our website at investor.catalent.com/corporate-governance.


 

CORPORATE GOVERNANCE        2022 Proxy Statement  |  CATALENT, INC.        25

 

 

 

 

 

Communications with the Board of Directors

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.

Communications will be sent to the appropriate recipient, depending on the facts and circumstances outlined in the communication, but the Corporate Secretary will not forward to directors any spam, junk mail, mass mailing, product complaint, product inquiry, new product suggestion, job inquiry, survey, or business solicitation or advertisement. Material that is unduly hostile, threatening, illegal, or similarly unsuitable will also be excluded.

Standards of Business Conduct

Our Board and all of our employees, including our CEO, principal financial officer, principal accounting officer, and all other executive officers are required to abide by our Standards of Business Conduct to ensure that our business is conducted in a consistently legal and ethical manner. A copy of our Standards of Business Conduct can be found on our website at 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 2022 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.

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 Agreement with the affiliates of Leonard Green 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 “Leonard Green Investors”). Along with Mr. Zippelius’s service as a director, the purchase of the Series A Preferred, even though it has now all been converted to shares of our common stock, makes Leonard Green and its affiliates related persons. The following 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 as exhibits to the 2022 Annual Report.


 

26         CATALENT, INC.  |  2022 Proxy Statement        CORPORATE GOVERNANCE

 

 

 

 

 

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 common stock issued upon conversion of Series A Preferred (the “Relevant Holders”) beneficially own shares of 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. The Leonard Green Investors converted the last of their shares of Series A Preferred in December 2021 and as of September 6, 2022 continued to hold shares of common stock converted from the Series A Preferred having an aggregate value in excess of $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 date on which they are 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

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 common stock they hold that were issued upon conversion of the Series A Preferred. The Registration Rights Agreement contains customary terms and conditions, including certain customary indemnification obligations.


 

CORPORATE GOVERNANCE        2022 Proxy Statement  |  CATALENT, INC.        27

 

 

 

 

 

Executive Officers

 

 

ALESSANDRO MASELLI

   LOGO

 

  President and Chief          

  Executive Officer

  Age: 50

 

  

Mr. Maselli’s biography is set forth above in the Director Nominees section on page 13.

 

       

JOHN CHIMINSKI

   LOGO

 

  Executive Chair     

  Age: 58

 

   Mr. Chiminski’s biography is set forth above in the Director Nominees section on page 9.
       

THOMAS CASTELLANO

   LOGO

 

  Senior Vice President and

  Chief Financial Officer

  Age: 43

  

Thomas Castellano was named Senior Vice President & Chief Financial Officer in June 2021. Mr. Castellano previously served as Catalent’s Global Vice President of Operational Finance, providing finance partnership on strategic execution across the company’s business units, and as a member of Catalent’s Executive Leadership Team. He joined the company as Director for Financial Planning & Analysis in 2008, playing an integral role in Catalent’s successful initial public offering in 2014, and has served in successively senior positions since then, including as Vice President, Financial Planning & Analysis and Vice President, Finance, Investor Relations, and Treasurer. Prior to joining the company, he worked with the capital markets finance group at Lehman Brothers, holding roles of increasing responsibility. Tom began his career at Cendant Corporation as part of its financial leadership development program. He holds a bachelor’s degree in finance and an MBA, both from Seton Hall University.

 


 

28         CATALENT, INC.  |  2022 Proxy Statement        CORPORATE GOVERNANCE

 

 

 

 

 

JONATHAN ARNOLD

     LOGO

 

   Senior Vice President,

   Chief Commercial Officer,

   and Head of

   Transformation

   Age: 57

  

Jonathan Arnold was named Senior Vice President, Chief Commercial Officer, and Head of Transformation in July 2022. Prior to that, he served since October 2017 as President of our Oral & Specialty Delivery business and, earlier, for six years as Vice President and General Manager of the company’s Drug Delivery Solutions business unit. Mr. Arnold’s career in the life sciences CDMO (contract development and manufacturing organization) sector began in 1995, when he joined R.P. Scherer, a leader in softgel technologies and forerunner to Catalent, where he served in a variety of international business development and strategic customer account roles over the course of 5 years. He spent 11 years working for Patheon, another contract development and manufacturing organization, in multiple locations, including Italy, the U.K., and Switzerland, serving in roles of increasing responsibility, including Vice President of Global Supply Chain and, ultimately, Chief Procurement Officer, before returning to Catalent in 2011. Prior to working in the life sciences sector, Mr. Arnold had an international business development and strategic marketing role for the U.K.’s largest waste management company, Shanks & McEwan. Mr. Arnold earned his bachelor’s degree in Agriculture, Biochemistry, and Nutrition from the University of Newcastle upon Tyne, U.K.

 

  

MANJA BOERMAN

 

   LOGO

 

   President, Division Head  

   for Biomodalities

   Age: 56

 

  

Dr. Manja Boerman was named President, Division Head for BioModalities in July 2022. Prior to that, she served since June 2020 as President of our Cell & Gene Therapy business. Dr. Boerman joined Catalent in December 2019 as Region President, Biologics Europe. Before joining Catalent, Dr. Boerman served as President of Aesica Pharmaceuticals, a U.K.-based CDMO, and earlier as CEO of Opnostics, Executive Director of Charles River Laboratories, and President of Patheon Biologics, among other roles. She holds a Ph.D. in Biochemistry from the State University of New York—Buffalo.

 

  

LORENZO CARLETTI

 

   LOGO

 

   Senior Vice President,

   Global Operations,

   Pharma & Consumer

   Health

   Age: 49

  

Lorenzo Carletti was named Senior Vice President Global Operations, Pharma and Consumer Health in October 2021. Mr. Carletti joined Catalent in July 2013 as General Manager of the Aprilia site and was then promoted to Vice President, Operations in October 2016 with additional responsibilities added over time for sites in Europe, North and South America, Asia, and Australia. He also acted for a period as Interim Head of Technical Operations. Prior to joining Catalent, he had roles of increasing responsibility in manufacturing, operational excellence, engineering, procurement, and supply chain with Procter & Gamble, Pfizer, Haupt Pharma (now part of Aenova Group), and Dompé. Mr. Carletti received a degree in Engineering from La Sapienza University of Rome in 1997 and a Master’s of Business Administration from the Open University Business School in 2013. He is also a certified APICS professional.

 


 

CORPORATE GOVERNANCE        2022 Proxy Statement  |  CATALENT, INC.        29

 

 

 

 

 

STEVEN L. FASMAN

     LOGO

 

   Executive Vice President

   and Chief Administrative

   Officer

   Age: 60

  

Steven Fasman was named Executive Vice President and Chief Administrative Officer in July 2022. Prior to that, he served as Senior Vice President and General Counsel since October 2014. Before joining Catalent, he served as Executive Vice President-Law of MacAndrews & Forbes Holdings Inc., a privately held diversified holding company, from January 2012 to March 2014. Before that, Mr. Fasman held various positions at MacAndrews & Forbes Holdings since 1992 of increasing responsibility. From 2008 through March 2014, he also served as General Counsel and Chief Compliance Officer of M & F Worldwide Corp., which had interests in financial products, customer calling centers, staffing operations, educational software, and flavoring products. From 2008 to 2011, Mr. Fasman also served as a director of SIGA Technologies, Inc., a biodefense company. Mr. Fasman spent his early career at the law firm of Paul, Weiss, Rifkind, Wharton & Garrison, where he focused on domestic and international litigation and regulatory proceedings. He holds a law degree from Yale University and an A.B. degree in mathematics from Princeton University.

 

  

MARIO GARGIULO

 

   LOGO

 

   Senior Vice President,    Global Operations,
   Biologics

   Age: 55

  

Mario Gargiulo was named Senior Vice President, Global Operations, Biologics in October 2021. Prior to that, Mr. Gargiulo served as Regional Biologics President for Europe, where he had overall responsibility for strategy and management of the biologics business in Europe. Mario has almost 30 years of technical and leadership experience in the pharmaceutical industry and was the Vice President, Operations for Catalent’s Oral Delivery business prior to joining the Biologics business. Mr. Gargiulo joined Catalent in 2017 from Bristol-Myers Squibb, where he worked for 12 years and covered roles of increasing responsibility up to Vice President, Global Pharmaceutical Manufacturing, where he was responsible for all the pharmaceutical manufacturing sites of the company. Prior to his time at BMS, Mario worked for Sanofi, Serono, and Novartis in roles spanning operations, quality, and supply chain. A native of Italy, Mario earned bachelor’s and master’s degrees in Chemistry from the University “Federico II” of Naples.

 

  

ARISTIPPOS GENNADIOS, PH.D.

 

   LOGO

 

   Group President,

   Pharma & Consumer

   Health

   Age: 57

  

Aris Gennadios was named Group President, Pharma and Consumer Health in July 2022. Prior to that, he served as President of our Softgel & Oral Technologies business since September 2013 and, earlier, as Vice President and General Manager of Softgel Technologies. Dr. Gennadios has worked in the pharmaceutical industry since 1996 in roles including R&D, field sales, business development, operations, and leadership. He joined Catalent’s predecessor company, Cardinal Health, in 2002 and held several leadership posts within the softgel technologies business, including Global Vice President of Business Development for Softgel Technologies, General Manager of the Oral Development Center in Somerset, NJ, and Vice President and General Manager for Rx Softgel and Consumer Health products. Dr. Gennadios earned his bachelor’s degree in chemical engineering from the National Technical University of Athens, Greece and his master’s degree in agricultural engineering from Clemson University. Dr. Gennadios holds a doctorate in engineering from the University of Nebraska and an MBA from Wake Forest University.

 


 

30         CATALENT, INC.  |  2022 Proxy Statement        CORPORATE GOVERNANCE

 

 

 

 

 

MICHAEL J. GRIPPO

 

   LOGO

 

  Senior Vice President,      

  Strategy & Corporate

  Development

  Age: 53

  

Mike Grippo was named Senior Vice President, Strategy & Corporate Development in October 2019. He joined Catalent in April 2016 as Catalent’s Vice President of Corporate Development where he was charged with executing value-driving deals and developing a disciplined, inorganic growth strategy for the company. Prior to joining Catalent, Mike was co-leader of corporate development for medical device company CR Bard, and held similar roles of leadership with Hill-Rom Holdings, Inc., a publicly traded medical technology company, and Welch Allyn, Inc., a privately held medical products company. Mike also previously worked as an investment banker for 12 years, primarily with SG Cowen and UBS Securities and Dillon Read. Mike received a joint degree in economics and political science from Princeton University in 1991, a master’s in accounting from New York University in 1992 and an MBA in finance also from NYU in 1996.

 

  

SCOTT GUNTHER

 

   LOGO

 

  Senior Vice President,      

  Quality & Regulatory

  Affairs

  Age: 55

  

Scott Gunther was named Senior Vice President of Quality & Regulatory Affairs in May 2017. Mr. Gunther joined Catalent in 2012 as Vice President, Quality and was responsible for overseeing the quality function for the United States and other countries with sites in the Drug Delivery Solutions business unit. He previously also concurrently served as an interim Vice President of Product Development for the DDS business unit. Prior to joining Catalent, Scott spent 22 years with Bristol-Myers-Squibb in various roles of increasing responsibility. In his last role at BMS, he held the position of Executive Director Quality Operations Americas, where he was responsible for quality operations at its manufacturing sites in the U.S., Puerto Rico, and Latin America. Scott holds a Bachelor of Science degree from the State University of New York at Buffalo and an MBA from Canisius College.

 

  

TOM HAWKESWOOD

 

   LOGO

 

   President, Division Head

   for Pharma Product

   Delivery

   Age: 54

 

  

Tom Hawkeswood was named President, Division Head of Pharma Product Delivery in July 2022. Prior to that, he served as Vice President, Operations for our former Softgel & Oral Technologies business with respect to geographic regions of increasing scope since February 2019. He joined Catalent as Vice President and General Manager of our Canadian softgel sites in February 2017 when we acquired Accucaps Industries Limited, where he had worked for the prior 10 years in positions of increasing responsibility. Earlier in his career, he worked for 6 years at a subsidiary of ThyssenKrupp. Mr. Hawkeswood has a bachelor’s degree in mechanical engineering from Queen’s University and an MBA from the University of Windsor, both located in Ontario, Canada.

 

  


 

CORPORATE GOVERNANCE        2022 Proxy Statement  |  CATALENT, INC.        31

 

 

 

 

 

RICKY HOPSON

 

   LOGO

 

   President, Division Head

   for Clinical Development

   and Supply

   Age: 47

 

  

Ricky Hopson was named President, Division Head for Clinical Development & Supply in July 2022. 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.

 

  

TRISH HUNT

 

   LOGO

 

  President, Division Head

  for Consumer Health

  Age: 52

  

Trish Hunt was named President, Division Head for Consumer Health in July 2022. Prior to that, she served as Global Vice President of Business Development for our Softgel & Oral Technologies business since February 2022 and, earlier, as Vice President, Global Nutritionals & Beauty since September 2019 and Vice President & General Manager of Global Cosmetics since July 2016. Earlier in her Catalent career, she held various leadership positions within our supply chain function and developed the “I am Catalent” customer service excellence training program. Prior to joining Catalent, Ms. Hunt worked in a variety of industries, including banking and entertainment. Ms. Hunt has a bachelor’s degree from Niagara University and a Master’s of Science degree in Organizational Leadership from Pfeiffer University.

 

  

CHARLES LICKFOLD

 

   LOGO

 

  Senior Vice President and

  Chief Information Officer

  Age: 48

 

  

Charles Lickfold was named Senior Vice President and Chief Information Officer in May 2020. Prior to joining Catalent, Mr. Lickfold held numerous IT leadership positions, including CIO for Alcami Corp., Avara Pharmaceutical Services, and Gilbarco-Veeder-Root. He also served as Vice President and Head of IT for Patheon and began his career as a management consultant in the life sciences practice of Ernst & Young LLP. He earned a bachelor’s degree in computer science from the University of Kentucky’s College of Engineering.

 

  


 

32         CATALENT, INC.  |  2022 Proxy Statement        CORPORATE GOVERNANCE

 

 

 

 

 

RICARDO PRAVDA

 

   LOGO

 

   Senior Vice President and

   Chief Human Resources

   Officer

   Age: 51

  

Ricardo Pravda was named Senior Vice President and Chief Human Resources Officer in July 2019. Since joining Catalent as HR Director for Latin America in 2005, Mr. Pravda held several leadership roles supporting multiple businesses and locations, most recently as VP of Human Resources for Catalent’s network of sites globally. Mr. Pravda has over 25 years of experience in many HR disciplines including compensation, succession planning, organizational design, performance management, labor relations, acquisitions, and divestitures. He has supported businesses in the Americas, Europe, and Asia-Pacific, holding roles of increasing responsibility in companies like Nabisco, Phillip Morris International, BellSouth International, and The Gillette Company. Mr. Pravda holds a bachelor’s degree in business administration from the UADE university in Buenos Aires and an MMBA in Human Resources Management from the Universidad del Salvador, also in Argentina.

 

  

MICHAEL RILEY

 

   LOGO

 

   President, Division Head

   for Bio Product Delivery

   Age: 45

  

Mike Riley was named President, Division Head for Bio Product Delivery in July 2022. Prior to that, he served since October 2021 as President of our Biotherapeutics business and, earlier, as the Regional President for North America and as Vice President/General Manager of Catalent Biologics for five years. Mr. Riley has over 15 years of experience at Catalent, previously serving as Vice President of Strategy, Advanced Delivery Technologies, and Vice President, Global Business Development for Catalent Sterile Technologies. Prior to joining Catalent, Mike worked as a management consultant for Marakon Associates, providing strategic advisory to companies across multiple industries. Mike holds a B.A. from Duke University, and an MBA from The Wharton School, University of Pennsylvania.

 

  

KAY SCHMIDT

 

   LOGO

 

   Senior Vice President,

   Enterprise Functions

   Age: 64

  

Kay Schmidt was named Senior Vice President, Enterprise Functions in July 2022. Prior to that, she served as Senior Vice President, Enterprise Functions and Chief of Staff since October 2021 and, earlier, as Senior Vice President, Technical Operations since February 2019. Ms. Schmidt joined Catalent in 2009, holding several leadership roles in product development across multiple drug delivery dosage forms, including her leadership of our global virtual Project Management Organization for new product introductions, in addition to her role as Vice President, Product Development in our Biologics and Specialty Drug Delivery business. Prior to joining Catalent, she held various leadership roles at GE Healthcare developing and delivering diagnostic imaging technologies. She is a certified Six Sigma Green Belt, and has a bachelor’s degree from Carroll University, Wisconsin and a master’s degree from the University of Wisconsin-Whitewater.

 


 

OWNERSHIP OF OUR COMMON STOCK        2022 Proxy Statement  |  CATALENT, INC.        33

 

 

 

 

 

Ownership of Our Common  Stock

Securities Owned by Certain Beneficial Owners, Directors, and Management

The table below shows how many shares of our common stock were beneficially owned as of September 6, 2022 by (1) owners of more than 5% of the outstanding shares of our common stock, (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.

 

Name of Beneficial Owner

 

   Common Stock

 

 
  

 

Shares owned

 

    

 

Percent of Class

 

 
The Vanguard Group(1)      18,479,271        10.3
BlackRock, Inc.(2)      14,998,086        8.3
Capital World Investors(3)      10,577,293        5.9
Thomas Castellano(4)      19,364        *  
John Chiminski(4)      332,217        *  
Steven L. Fasman(4)      60,506        *  
Aristippos Gennadios(4)      77,817        *  
Alessandro Maselli(4)      79,000        *  
Madhavan Balachandran(4)(5)      15,514        *  
Michael J. Barber(4)      2,247        *  
J. Martin Carroll(4)      28,037        *  
Rolf Classon(4)(5)      32,179        *  
Rosemary A. Crane(4)(5)      12,731        *  
Karen Flynn      12,952        *  
John J. Greisch(4)(5)      25,731        *  
Christa Kreuzburg(4)      9,330        *  
Gregory T. Lucier(4)(5)      21,109        *  
Donald E. Morel, Jr.(4)(5)      54,313        *  
Jack Stahl(4)(5)      32,179        *  
Peter Zippelius(4)(6)      7,830        *  
Directors and executive officers as a group (30 persons)(7)      1,044,228        *  

 

*

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 9, 2022, in which The Vanguard Group reported that it and its affiliates have shared voting power over 274,043 shares, sole dispositive power over 17,786,468 shares, and shared dispositive power over 692,803 shares. Filer’s address is 100 Vanguard Boulevard, Malvern, PA 19355.

 

(2)

Information shown is based on information reported by the filer on a Schedule 13G/A filed with the SEC on January 2, 2022, in which Blackrock, Inc. reported that it has sole voting power over 13,536,931 shares and sole dispositive power over 14,998,086 shares. Filer’s address is 55 East 52nd Street, New York, NY 10055.

 

(3)

Information shown is based on information reported by the filer on a Schedule 13G filed with the SEC on February 14, 2022, in which the filer reported that it and its affiliates have sole voting power over 10,560,513 shares and sole dispositive power over 10,577,293 shares. Filer’s address is 333 South Hope Street, 55th Floor, Los Angeles, CA 90071.

 

(4)

The number of shares beneficially owned includes shares of common stock issuable upon (a) vesting of restricted stock units within 60 days after September 6, 2022 or (b) exercise of options that are currently exercisable and/or will be exercisable within 60 days after September 6, 2022, as follows: Mr. Chiminski 176,557, Mr. Castellano 10,299, Mr. Fasman 11,557, Dr. Gennadios 24,609, Mr. Maselli 53,878, and 1,402 in respect of each director other than Ms. Flynn.

 

(5)

Includes vested restricted stock units that that have been deferred under our Deferred Compensation Plan (described below on page 63), as follows: Mr. Balachandran 10,136, Mr. Classon 19,707, Ms. Crane 2,786, Mr. Greisch 3,167, Mr. Lucier 19,707, Dr. Morel 11,548 , and Mr. Stahl 2,786.


 

34         CATALENT, INC.  |  2022 Proxy Statement        OWNERSHIP OF OUR COMMON STOCK

 

 

 

 

 

(6)

Mr. Zippelius is the nominee of the Leonard Green Investors and has indicated that he is holding the equity he has received as a non-employee director on behalf of his employer, Leonard Green. Mr. Zippelius directly (whether through ownership interest or position) or indirectly through one or more intermediaries may be deemed to control the Leonard Green Investors. Mr. Zippelius is also our director and may be deemed to have shared voting and investment power with respect to the shares of our common stock beneficially owned by the Leonard Green Investors. As such, Mr. Zippelius may be deemed to have shared beneficial ownership over such shares of common stock. Mr. Zippelius, however, disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein, and the shares reported in the table exclude the securities beneficially owned by Leonard Green. His address is 11111 Santa Monica Boulevard, Suite 2000, Los Angeles, CA 90025.

 

(7)

Includes 395,984 shares of common stock issuable upon (a) vesting of restricted stock units within 60 days after September 6, 2022 or (b) exercise of options that are currently exercisable and/or will be exercisable within 60 days after September 6, 2022.

Section 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 review of reports filed with the SEC and written representations from our executive officers and directors, we believe that all reports required to be filed under Section 16(a) during fiscal 2022 were timely filed, except that a filing by Mr. Zippelius with respect to the conversion of Series A Preferred by the Leonard Green Investors in November 2021 was inadvertently not made on a timely basis. The Form 4 reporting these sales was filed on December 1, 2021.

Equity Compensation Plan Information

The following table provides certain information as of June 30, 2022 regarding our equity compensation plans.

 

Plan category

 

  

(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(1)

 

    

 

2,928,335

 

(2) 

 

   

 

63.74

 

(3) 

 

   

 

10,118,936

 

 

 

Employee Stock Purchase Plan approved by security holders(4)      -       -       3,434,568  
                          

 

(1)

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 Shareholders. No additional award will be issued under the 2014 Omnibus Plan, but the shares that otherwise would have been available for issuance thereunder are available for issuance under the 2018 Omnibus Plan. 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 reported in column c above.

 

(2)

The amount shown includes (a) 116,599 vested restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) that have been deferred under our Deferred Compensation Plan (described below on page 63), and (b) 446,726 shares underlying PSUs that have the potential to vest if the maximum performance targets are met for the Adjusted EPS PSUs and Relative Return PSUs (each as defined below) issued thereunder.

 

(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 by their nature have no exercise price.

 

(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, 2022.


 

DIRECTOR COMPENSATION        2022 Proxy Statement  |  CATALENT, INC.        35

 

 

 

 

 

Director Compensation

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, each of which represents the right to receive one share of our common stock (“RSUs”); and additional cash fees for our Lead Director, Committee Chairs and Audit Committee members. In addition, non-employee directors are reimbursed for reasonable out-of-pocket expenses. We do not compensate our Executive Chair or our CEO, each of whom is employed by us, for serving as directors.

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 Comparison Group (as defined in the Compensation Discussion and Analysis section below under the heading “The Use of Market Data in Determining Compensation”) used by the committee to assess executive compensation, generally targeting compensation levels at the median of that group.

           
       

 

Cash Retainer

   

 

Equity Award

   

 

Committee Fees

   

 

Deferred Compensation

Annual $100,000 cash retainer, with an additional $30,000 retainer for the Lead Director.

 

   

Annual RSU grant with a grant date fair value of $190,000, vesting on the first anniversary of the grant date (subject to continued service) or upon a change of control.

 

   

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 of the Compensation Committee of $12,500 and $10,000 to the Chairs of each of the Nominating, Quality, and M&A Committees.

   

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 63.

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. In addition, gifts of up to $1,000 made during fiscal 2022 in response to the COVID-19 pandemic were matched on a 2-to-1 basis.

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 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 2022 and through the printing of this Proxy Statement.


 

36         CATALENT, INC.  |  2022 Proxy Statement        DIRECTOR COMPENSATION

 

 

 

 

 

Director Compensation for Fiscal 2022

For fiscal 2022, 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
($)
 

Madhavan Balachandran(3)(4)

  

 

100,000

 

  

 

189,971

 

  

 

289,971

 

Michael J. Barber

  

 

100,000

 

  

 

189,971

 

  

 

289,971

 

J. Martin Carroll

  

 

130,275

 

  

 

189,971

 

  

 

320,326

 

Rolf Classon(3)(4)

  

 

110,000

 

  

 

189,971

 

  

 

299,971

 

Rosemary A. Crane(3)

  

 

110,000

 

  

 

189,971

 

  

 

299,971

 

John J. Greisch(4)

  

 

125,000

 

  

 

189,971

 

  

 

314,971

 

Christa Kreuzburg

  

 

100,000

 

  

 

189,971

 

  

 

289,971

 

Gregory T. Lucier(3)

  

 

112,500

 

  

 

189,971

 

  

 

302,471

 

Donald E. Morel, Jr.(3)

  

 

111,667

 

  

 

189,971

 

  

 

301,638

 

Jack Stahl(3)

  

 

128,059

 

  

 

189,971

 

  

 

318,030

 

Peter Zippelius(5)

  

 

100,000

 

  

 

189,971

 

  

 

289,971

 

 

(1)

Neither Mr. Chiminski nor Mr. Maselli received any compensation as a director during fiscal 2022, though they received compensation as our employees, as reported in the executive compensation tables in this Proxy Statement. Ms. Flynn did not receive any director compensation during fiscal 2022 as she joined the Board after the end of the fiscal year.

 

(2)

Represents the aggregate grant date fair value of stock awards for fiscal 2022, computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“FASB ASC”) Topic 718, using the assumptions discussed in Note 14, “Stock-Based Compensation,” to the consolidated financial statements included in our Annual Report on Form 10-K for fiscal 2022 (the “2022 Annual Report”). Each non-employee director (other than Ms. Flynn) had 1,402 unvested RSUs as of June 30, 2022.

 

(3)

Messrs. Balachandran and Classon, Ms. Crane, Mr. Lucier, Dr. Morel, and Mr. Stahl elected to defer their annual RSU award under the Deferred Compensation Plan, as defined and described below under “Other Benefits Under Our Executive Compensation Program—Deferred Compensation Plan.”

 

(4)

Messrs. Balachandran and Classon elected to defer 100% and 50%, respectively, of their annual cash retainers for calendar 2021 and 2022 under the Deferred Compensation Plan. Mr. Greisch elected to defer 100% of his annual cash retainer for calendar 2022 under the Deferred Compensation Plan.

 

(5)

Mr. Zippelius has instructed that his cash retainer should be paid to his employer, Leonard Green. He has also disclaimed beneficial ownership of his stock award and is holding it on behalf of Leonard Green. See note (8) to the “Securities Owned by Certain Beneficial Owners, Directors, and Management” table above under “Ownership of Our Common Stock.”


 

COMPENSATION DISCUSSION AND ANALYSIS        2022 Proxy Statement  |  CATALENT, INC.        37

 

 

 

 

 

Compensation Discussion and Analysis

 

 

 

 

Table of Contents

 

  37       COMPENSATION DISCUSSION AND ANALYSIS
  38       Introduction
  38       Executive Summary
  39      
Overview of 2022 Business Performance and Executive
Compensation
    39      2022 Business Performance
    40      2022 Compensation Highlights
    40      Executive Pay Mix for 2022
    40      CEO 2022 Compensation Overview
  41       Our Executive Compensation Program
    41      Our Compensation Philosophy and Principles
    41      Executive Compensation Program Elements
  43       The Compensation Process
    43      The Role of the Compensation Committee, its Consultant, and Management
    43      The Compensation Committee’s Process
    43      The Use of Market Data in Determining Compensation
  44       Details of Total Direct Compensation Elements
    44      Base Salary
    44      Management Incentive Plan
    47      Long-Term Incentive Awards
  48       Other Benefits Under Our Executive Compensation Program
    48      Benefits and Perquisites
    49      Deferred Compensation Plan
    49      Severance and Payments on a Change of Control
  50       Compensation Determinations for 2022
  51       Other Compensation Practices and Policies
    51      Executive Agreements
    52      Executive Stock Ownership Guidelines
    53      Hedging and Pledging
    53      Risk Assessment of Compensation Practices and Policies


 

38         CATALENT, INC.  |  2022 Proxy Statement        COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

 

 

Introduction

This CD&A explains our executive compensation philosophy and programs, and the decisions made by the Compensation & Leadership Committee of our Board (the “Compensation Committee”) during fiscal 2022, 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 2022 for our Chief Executive Officer, our Senior Vice President and Chief Financial Officer, and our other three most highly compensated executive officers (these five officers collectively are our “Named Executive Officers” or “NEOs”). In fiscal 2022, our NEOs were:

 

EXECUTIVE

 

TITLE

John Chiminski*

 

Chair of the Board and CEO

Thomas Castellano

 

Senior Vice President and Chief Financial Officer

Steven L. Fasman*

 

Senior Vice President, General Counsel & Secretary

Aristippos Gennadios*

 

President, Softgel & Oral Technologies

Alessandro Maselli*

 

President and Chief Operating Officer

 

*

Effective July 1, 2022, Mr. Maselli was promoted to President and CEO, with Mr. Chiminski continuing as an officer with the title Executive Chair; Mr. Fasman was promoted to Executive Vice President and Chief Administrative Officer; and Dr. Gennadios was promoted to Group President, Pharma & Consumer Health. Compensation changes related to these promotions and transitions are described later in this Compensation Discussion and Analysis in the section entitled “Executive Agreements,” beginning on page 51.

Executive Summary

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 sustainable shareholder value creation. We believe attracting and retaining 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 performance-based and time-vested.

Pay for Performance. We emphasize pay-for-performance to align executive compensation with our business strategy. Approximately 91% of the target total direct compensation of our CEO in 2022 was variable or performance-based.

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.

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.

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.


 

COMPENSATION DISCUSSION AND ANALYSIS        2022 Proxy Statement  |  CATALENT, INC.        39

 

 

 

 

 

 

Shareholder Say-on-Pay. At the 2021 Annual Meeting of Shareholders, our shareholders voted 96.8% in favor of our say-on-pay proposal, demonstrating their concurrence that our executive compensation program reflects a strong pay-for-performance orientation. In fiscal 2022, the Compensation Committee considered the outcome of the shareholder advisory vote when making decisions relating to the compensation of our NEOs and our executive compensation program and policies. Based in part on the demonstrated level of support reflected in this vote and the success of the program in retaining our talent and incentivizing superior performance, the Compensation Committee determined that no substantive change to our compensation program was necessary.

Overview of 2022 Business Performance and Executive Compensation

2022 BUSINESS PERFORMANCE

 

           
       

REVENUE OF

$4.8 BILLION

GROWTH OF 23% ON CONSTANT-CURRENCY BASIS(1)

 

  

 

 

 

LOGO

     

NET EARNINGS OF

$519 MILLION

DECREASE OF 9% ON CONSTANT-CURRENCY BASIS(1)

  

 

 

LOGO

       

ADJUSTED EBITDA(2) OF

$1.3 BILLION

GROWTH OF 28% ON CONSTANT-CURRENCY BASIS(1)

 

  

 

 

LOGO

     

NET LEVERAGE RATIO OF

2.9x

INCREASED FROM 2.2X AT END OF FISCAL 2021

  

 

 

 

LOGO

       
CONTINUED RECORD OF DELIVERING SUPERIOR TOTAL SHAREHOLDER RETURNS(3)            

 

 

LOGO

 

CONTINUED TO REINVEST A SIGNIFICANT PORTION OF OUR FREE CASH FLOW IN ATTRACTIVE, STRATEGIC, GROWTH-DRIVING ASSETS

 

 

(1)

Amounts at “constant currency,” or constant exchange rates, assume that exchange rates from foreign currencies into the U.S. dollar, the currency in which we report our financial results, did not fluctuate from those used to calculate the corresponding fiscal 2021 amounts. Percent change at constant currency is a financial reporting measure not prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and is subject to important limitations. For a further discussion of this measure and other measures used in this Proxy Statement that are not prepared in accordance with U.S. GAAP (“non-GAAP”), please see the Appendix entitled “Non-GAAP Financial Measures,” beginning on page A-1.

 

(2)

Adjusted EBITDA 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 an explanation of how we determine Adjusted EBITDA and how this non-GAAP measure reconciles to our reported results, please see the Appendix entitled “Non-GAAP Financial Measures,” beginning on page A-1.

 

(3)

Cumulative total shareholder return over the one-, three-, and five-year periods ended June 30, 2022. One- and three-year performance is shown versus the S&P 500 and S&P 500 Healthcare indices, reflecting our inclusion in those indices as of September 2020. Five-year performance is shown versus the S&P 1500 and S&P 1500 Healthcare indices, reflecting our membership in those indices for most of the period.


 

40         CATALENT, INC.  |  2022 Proxy Statement        COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

 

 

2022 COMPENSATION HIGHLIGHTS

As highlighted above, in fiscal 2022 we delivered strong financial performance, with Budget-Based Revenue and Budget-Based EBITDA exceeding target by 7.5% and 10.3%, respectively. In addition, the Compensation Committee determined that our then-CEO exceeded his individual goals for the year and each of our other NEOs met or exceeded their respective individual goals as well. Our performance in fiscal 2022 resulted in higher payouts under the long-term incentive program, with our Adjusted EPS PSUs and Relative Return PSUs, as described below, for the fiscal 2020-22 performance period vesting early in fiscal 2023 at a performance level of 200% and 150% of their respective targets, reflecting aggregate earnings per share 43% above target and total shareholder return performance in the 91st percentile.

EXECUTIVE PAY MIX FOR 2022

The majority of target total direct compensation for our NEOs during fiscal 2022 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 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)
LOGO       LOGO

 

(1)

Does not include other compensation, pension values, and nonqualified deferred compensation earnings, which are shown in the Summary Compensation Table beginning on page 56.

CEO 2022 TARGET DIRECT COMPENSATION OVERVIEW

 

   

 

BASE SALARY

  

 

• $1,075,000

 

MANAGEMENT INCENTIVE PLAN

  

 

• $1,890,810 in respect of performance, equal to 140% of target opportunity

 

LONG-TERM INCENTIVE AWARD

  

 

• $9,300,340 in awards under our long-term incentive plan


 

COMPENSATION DISCUSSION AND ANALYSIS        2022 Proxy Statement  |  CATALENT, INC.        41

 

 

 

 

 

Our Executive Compensation Program

OUR COMPENSATION PHILOSOPHY AND PRINCIPLES

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.

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.

EXECUTIVE COMPENSATION PROGRAM ELEMENTS

 

   

COMPONENT

   DESCRIPTION    OBJECTIVES AND COMMENTS

Cash Compensation

     

Base Salary

   Fixed cash compensation that is based on scope of responsibilities, experience, prior performance, and the pay practices of key competitors for executive-level talent.   

• Attract, motivate, and retain superior talent.

 

• Provide a fixed, baseline level of compensation.

 

• Annual increase 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 2022, 70% based on financial performance (Budget-Based EBITDA and Budget-Based Revenue, each as defined below) and 30% based on individual goals.1

 

 

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 “Non-GAAP Financial Measures,” beginning on page A-1 of this Proxy Statement.


 

42         CATALENT, INC.  |  2022 Proxy Statement        COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

 

 

   

COMPONENT

   DESCRIPTION    OBJECTIVES AND COMMENTS

Long-Term Incentive

     

Awards under our Long-Term Incentive 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 non-qualified deferred compensation plan for qualifying U.S. and U.K. employees that provides opportunities to defer income taxation of a portion of compensation beyond what is permitted under our Savings Plan.

 

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 2018 Omnibus Plan.

  

• 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 permit vesting if employment is terminated following a change in control.

  

• Attract, motivate, and retain superior talent.

 

• Facilitate recruitment and retention of executives by providing income security in the event of involuntary job loss.


 

COMPENSATION DISCUSSION AND ANALYSIS        2022 Proxy Statement  |  CATALENT, INC.        43

 

 

 

 

 

The Compensation Process

THE ROLE OF THE COMPENSATION COMMITTEE, ITS CONSULTANT, AND MANAGEMENT

The Compensation Committee oversees the compensation program for our CEO and our other executive officers, including our other NEOs. Management typically formulates new proposals concerning executive compensation, including but not limited to salary levels, the form and content of various incentive or other compensation programs, and benefits 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 2022 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.

THE COMPENSATION COMMITTEES 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 goals, evaluating the performance, and approving the compensation of our executive officers.

THE USE OF MARKET DATA IN DETERMINING COMPENSATION

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 2022, the Committee reviewed the executive compensation benchmarking methodology and determined to make changes in response to our growth (evidenced by our inclusion in the S&P 500 index during fiscal 2021) and our business focus expansion into biologics, which comprised approximately 53% of our net revenue in fiscal 2022, up from approximately 17% in fiscal 2016.

At the time the Compensation Committee reviewed the Comparison Group in January 2021, it found that Catalent’s trailing four-quarters net revenue of $3.3 billion was higher than all but two companies in the group as then constituted, and that only three of the 16 companies had a substantial biologics business focus. Additionally, Catalent’s market capitalization at the end of the second quarter of fiscal 2021 was higher than the Comparison Group’s median market cap. Working with FW Cook and with input from management, the Committee replaced six companies in the Comparison Group with a focus on bringing the Comparison Group median closer to Catalent’s revenue and market capitalization, as well as increasing the number of companies with a substantial biologics focus.

As a result, the Comparison Group used for fiscal 2022 included six companies with a substantial biologics focus, and had a median trailing-four-quarters revenue of $3.0 billion at the time the group was approved in January 2021, slightly less than our $3.3 billion trailing-four-quarters net revenue at the time. Our $17.1 billion market capitalization at the end of the second quarter of fiscal 2021 was also within close range of the Comparison Group’s $16.1 billion median (measuring the comparison companies’ trailing-12-month average market capitalizations).

Other factors that are reviewed during the annual Comparison Group selection process include business similarity, profitability, enterprise value, and number of employees. The Committee believes that reference to the Comparison Group is


 

44         CATALENT, INC.  |  2022 Proxy Statement        COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

 

 

appropriate when reviewing our compensation program for fiscal 2022 because of the potential likelihood that this group competed with us for executive talent. The 16 companies in the Comparison Group that informed compensation decisions for fiscal 2022 were:

 

LOGO

 

 

  

• Agilent Technologies, Inc.

 

• Biogen Inc.

 

• Boston Scientific Corporation

 

• Hologic, Inc.

 

• Incyte Corporation

 

• Mettler-Toledo International Inc.

 

• STERIS plc

 

• Vertex Pharmaceuticals Incorporated

 

 

  

• Align Technology, Inc.

 

• Bio-Rad Laboratories, Inc.

 

• The Cooper Companies, Inc.

 

• Horizon Pharma plc

 

• Jazz Pharmaceuticals plc

 

• Perrigo plc

 

• Varian Medical Systems

 

• West Pharmaceutical Services, Inc.

 

 

The companies that were removed compared to the fiscal 2021 Comparator Group were Charles River Laboratories, Haemonetics, Hill-Rom, ICON plc, PerkinElmer, and United Therapeutics. The companies that were added for the fiscal 2022 Comparator Group were Agilent Technologies, Biogen, Boston Scientific, Incyte, Jazz Pharmaceuticals plc, and Vertex Pharmaceuticals.

The Committee also updated the survey benchmarking methodology to a pharmaceutical industry survey rather than a blend of general industry and pharmaceutical survey data, in order to more accurately reflect our talent market and evolving business portfolio. The survey data were regressed to match our revenue at the time.

As a result of these benchmarking methodology changes, as well as overall upward market movement (particularly in the life sciences talent markets), the realigned compensation market data reviewed by the Committee increased at a faster rate than observed in prior years, with increases in long-term incentive grant values outpacing those for cash compensation. The Compensation Committee determined to employ a multi-year strategy to bring target total direct compensation levels into alignment with the median of the resulting market data from this new approach.

The Compensation Committee also considers other factors in addition to the market benchmarks, including individual executives’ tenure, proficiency in role, and criticality to our performance. The Committee concluded that our pay strategy is appropriate to assure the attraction and retention of top talent in a competitive market, particularly as we continue to move into areas where the competition for top talent is particularly fierce, including cell and gene therapy, and demands on our senior executives have increased as the business has grown and become more complex.

Details of Total Direct Compensation Elements

For fiscal 2022, 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

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.

MANAGEMENT INCENTIVE PLAN

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 2022, 70% of a participant’s


 

COMPENSATION DISCUSSION AND ANALYSIS        2022 Proxy Statement  |  CATALENT, INC.        45

 

 

 

 

 

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 are set jointly by that NEO and the NEO’s direct manager (who, during fiscal 2022, was either the CEO or our President and Chief Operating Officer), and the individual goals for our CEO are set jointly by our CEO 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.

2022 PERFORMANCE TARGETS

For fiscal 2022, 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,

(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 2022 that (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, (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 (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 2022 MIP AWARDS

When determining MIP awards, the Compensation Committee used 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 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%

LOGO

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%


 

46         CATALENT, INC.  |  2022 Proxy Statement        COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

 

 

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 200% of the target amount. Payout of the MIP requires achievement of the minimum thresholds of both the business-goal portion and the individual-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 2022, the business goals were collectively weighted at 70% of the total payout, the individual goals were weighted at 30%, and the maximum payout under our MIP was 200% of each executive target opportunity (200% x 70%, plus 200% x 30%).

CLAWBACK/FORFEITURE

Participation in the MIP may be cancelled or forfeited and repaid to us if the participant engages in any “Detrimental Activity,” such as 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.

2022 MIP AWARDS

The business performance goals and achievement levels for fiscal 2022, 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 /
Target/
Maximum
Performance(1)

 

  

Actual
Performance

 

    

Business
Performance
Factor
Payout
Percentage

 

 

Budget-Based Revenue

 

  

3,670 / 4,588 / 5,735

 

  

 

 

4,930

 

 

 

  

135.8%

 

 

Budget-Based EBITDA

 

  

954 / 1,192 / 1,490

 

  

 

 

1,315

 

 

 

 

(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, evaluated the individual performance of each of our executive officers, including the NEOs other than the CEO, based on the individual’s fiscal 2022 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 than the CEO, the Compensation Committee considered our financial performance in fiscal 2022 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, based on his fiscal 2022 goals and objectives in the areas of progressing our Board-approved strategy, addressing the COVID-19 pandemic and its effects on achieving our long-term strategy, directing our mergers & acquisitions activity, portfolio management, and capital structure, and enhancing our culture and organizational vitality. Of particular distinction in fiscal 2022 were our superlative financial performance, both on an absolute basis and relative to the financial goals approved by our Board at the beginning of the fiscal year, the continuing successful management of our COVID-19 vaccine business and general management of the pandemic’s effect on our business, his long track record of continuous success in operating our business, the smooth rollout of the CEO transition, the continuing strong results of our mergers & acquisitions program, and his leadership in acquiring, training, and incentivizing talent during a particularly challenging labor market, all while simultaneously providing passionate and successful leadership on our sustainability and diversity & inclusion initiatives. 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.


 

COMPENSATION DISCUSSION AND ANALYSIS        2022 Proxy Statement  |  CATALENT, INC.        47

 

 

 

 

 

LONG-TERM INCENTIVE AWARDS

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;

 

 

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 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 limitation 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.

Grants to our NEOs are 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 is divided evenly between PSUs that use our Adjusted Net Income per diluted share (“Adjusted EPS”) as their performance metric and those that use relative total shareholder return (“Relative Return”), as described below in this section.1 The target size for our NEOs’ LTIP awards is set by the Compensation Committee using a market-based determination of LTIP grant value, individual performance, and other factors.

Awards under our LTIP are 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 a Black-Scholes valuation 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 vest in equal installments over the first four anniversaries of the grant date, RSUs vest on the third anniversary of the grant date, and 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 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 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 2022 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.

 

 

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 shares earned for achievement below that threshold. At the maximum achievement level of 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, 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 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). As of July 1, 2022, there were 63 other companies in the comparison group.

 

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.


 

48         CATALENT, INC.  |  2022 Proxy Statement        COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

 

 

 

Achievement of the median Relative Return will earn the participant the number of shares equal to 100% of the target number of Relative Return PSUs. At the 25th percentile, 50% of target will be earned, with no shares earned for achievement below that threshold. At the maximum achievement level of the 75th percentile, the resulting earnout is at 150% of target. Earnouts are interpolated for levels of achievement between threshold and target, and between target and maximum. In addition, earnouts on our Relative Return PSUs are subject to an additional cap so that the total value of the shares earned at payout cannot exceed 300% of the grant date value of such incentive awards.

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.

The PSUs issued in respect of the fiscal 2020-22 performance period vested early in fiscal 2023 at a performance level of 200% of target for the Adjusted EPS PSUs and 150% of target for the Relative Return PSUs earned by our NEOs.

 

 

Fiscal 2020-2022 Performance Targets

 

    

Performance Schedule

    

Corresponding Earnout
Range (% of Target)

  

 

   Threshold      Goal      Maximum      Thresh.     Goal     Max.

Adjusted EPS PSUs and Performance Shares

 

  

 

 

$4.73

 

 

 

  

 

 

$6.30

 

 

 

  

 

 

$7.88

 

 

 

  

 

 

50

 

 

 

 

 

100

 

 

 

200%

 

Relative Return PSUs and Performance Shares

 

  

 

 

25th Percentile

 

 

 

  

 

 

50th Percentile

 

 

 

  

 

 

75th Percentile

 

 

 

  

 

 

50

 

 

 

 

 

100

 

 

 

150%

 

 

 

Fiscal 2020-2022 Performance Achievement

 

    

Actual Performance

   
  

 

   Achievement
Level
   % of
Goal
  Earnout as
% of Target

Adjusted EPS PSUs

  

$8.99

  

143%

 

       200%

Relative Return PSUs

  

91st Percentile

  

N/A

 

    150%(1)

Other Benefits Under Our Executive Compensation Program

BENEFITS AND PERQUISITES

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 Purchase Plan is intended to qualify as an employee stock purchase plan under Section 423 of the Code.


 

COMPENSATION DISCUSSION AND ANALYSIS        2022 Proxy Statement  |  CATALENT, INC.        49

 

 

 

 

 

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 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. Other than with respect to tax equalization and related tax gross-up payments made in respect of one of our NEOs, Mr. Maselli, who lives and works, at our request, in a jurisdiction other than his primary tax domicile, as described below in note 6(D) to our Fiscal 2022 Summary Compensation Table starting on page 56, during fiscal 2022 we did not “gross up” for the income tax consequences of any benefit or perquisite.

DEFERRED COMPENSATION PLAN

Our deferred compensation programs (collectively, the “Deferred Compensation Plan”) permits a broad group of U.S.- and U.K.-based executives, including all of our NEOs (other than Mr. Maselli), 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 was 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 was ineligible to participate in our U.S.-based plan as he was an expatriate employee during fiscal 2022. Mr. Maselli is eligible to participate in this plan beginning in fiscal 2023.)

Under the Deferred 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.

In addition, our Deferred 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 Deferred 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 Deferred Compensation Plan follow the table entitled “Fiscal 2022 Non-Qualified Deferred Compensation Table,” following this CD&A.

SEVERANCE AND PAYMENTS ON A CHANGE OF CONTROL

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 2022 Potential Payments upon Employment Termination or Change of Control Tables beginning on page 64, including the accompanying notes.


 

50         CATALENT, INC.  |  2022 Proxy Statement        COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

 

 

Compensation Determinations for 2022

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 2022, 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.

 

   

 

John Chiminski

 

  

 

• Base Salary: $1,075,000 (unchanged from fiscal 2021)

 

• MIP: $1,890,810 bonus, equal to 140% of target opportunity of $1,350,000 (target unchanged from fiscal 2021)

 

• LTIP: Award with a grant date fair value of $9,300,340 (increased from $9,075,126 in fiscal 2021)

 

 

Thomas Castellano

 

  

 

• Base Salary: $ 500,000 (unchanged from fiscal 2021)

 

• MIP: $548,240 bonus, equal to 137% of target opportunity of $400,000 (target unchanged from fiscal 2021)

 

• LTIP: Award with a grant date fair value of $600,166 (increased from 275,193 in fiscal 2021)

 

 

Steven L. Fasman

 

  

 

• Base Salary: $600,000 (unchanged from fiscal 2021)

 

• MIP: $644,276 bonus, equal to 140% of target opportunity of $460,000 (target unchanged from fiscal 2021)

 

• LTIP: Award with a grant date fair value of $1,000,193 (increased from $700,238 in fiscal 2021)

 

• Special award of RSUs with a grant date fair value of $500,076 granted in January 2022 in connection with the announcement of the fiscal 2023 CEO transition

 

 

Aristippos Gennadios

 

  

 

• Base Salary: Increased by $50,000 to $500,000

 

• MIP: $572,240 bonus, equal to 143% of target opportunity of $400,000 (target unchanged from fiscal 2021)

 

• LTIP: Award with a grant date fair value of $500,207 (unchanged from fiscal 2021)

• Special award of RSUs with a grant date fair value of $500,076 granted in January 2022 in connection with the announcement of the fiscal 2023 CEO transition

 

 

 

Alessandro Maselli

 

  

 

• Base Salary: $654,1831 (paid in pounds sterling)

 

• MIP: $733,000 bonus, equal to 140% of target opportunity of $523,346 (paid in U.S. dollars, target in local currency unchanged from fiscal 2021)1

 

• LTIP: Award with a grant date fair value of $1,700,177 (increased from $1,250,155 in fiscal 2021)

 

 

1

Converted from pounds sterling to U.S. dollars at an exchange rate of 1.3325:1, which represents the average of the monthly rates during fiscal 2022.


 

COMPENSATION DISCUSSION AND ANALYSIS        2022 Proxy Statement  |  CATALENT, INC.        51

 

 

 

 

 

Other Compensation Practices and Policies

EXECUTIVE AGREEMENTS

The following is a description of Mr. Chiminski’s employment agreement, as well as of the provisions of agreements and offer letters with our other NEOs, as in effect during fiscal 2022. 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 2022 Potential Payments upon Employment Termination or Change of Control Tables and accompanying notes, beginning on page 64.

EMPLOYMENT AGREEMENT OF JOHN CHIMINSKI

As in effect at the beginning of fiscal 2022, Mr. Chiminski’s employment agreement, as amended, provided for a three-year employment term commencing August 23, 2017, which automatically 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. The terms included (1) an annual base salary of $1,075,000, subject to discretionary increases from time to time, (2) continued participation in our MIP, with a minimum annual target amount of $1,350,000, (3) continued participation in our annual LTIP with a minimum annual target grant value of $9,075,000, and (4) participation in all group health, life, disability, and other employee benefit and perquisite plans and programs in which our other senior executives generally participate. He also received annual reimbursements for the reasonable cost of (1) premiums for an executive life insurance policy (not to exceed $15,000) and (2) financial services/planning (not to exceed $15,000).

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, as well as the severance terms described below under “Fiscal 2022 Potential Payments upon Employment Termination or Change of Control Tables—Severance and Payments on a Change of Control.”

On January 4, 2022, we entered into an amended and restated one-year employment agreement with Mr. Chiminski in connection with his transition to his position as 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).

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 our chief financial officer, setting forth certain terms of his promotion. The letter set his base salary and MIP target at $500,000 and $400,000, respectively, and provides that he will be recommended to receive an LTIP grant for fiscal 2022 of $600,000.

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 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. 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, and (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.

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 provides that he will be recommended to receive an LTIP grant for fiscal 2019 of $450,000 We increased Dr. Gennadios’s base salary, effective


 

52         CATALENT, INC.  |  2022 Proxy Statement        COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

 

 

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.

OFFER LETTER AND EMPLOYMENT AGREEMENT FOR ALESSANDRO MASELLI

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 base salary and MIP target at £385,000 and £310,000, respectively, and provides that he will receive an LTIP grant for fiscal 2020 of $700,000. In addition, consistent with U.K. practice, we entered in an employment agreement with Mr. Maselli setting forth certain additional and customary terms of his employment. We increased Mr. Maselli’s base salary, effective July 2020, to $640,000.

On January 4, 2022, we entered into an employment agreement with Mr. Maselli in connection with his transition to his 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. He also receives 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).

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 2022 Potential Payments upon Employment Termination or Change of Control Tables—Severance and Payments on a Change of Control.”.

EXECUTIVE STOCK OWNERSHIP GUIDELINES

Our executive stock ownership guidelines for our CEO and certain of our executives, including the other NEOs, set a multiple of each executive’s base salary as the amount of qualifying equity to be acquired and held by each executive. In assessing compliance with the guidelines, we count shares held outright, 50% of the value of unvested RSUs (or Restricted Stock issued in lieu thereof), and 100% of shares held in benefit plans, if any. Shares underlying stock options (vested or unvested) or unearned PSUs do not count toward achievement of the guidelines. Our guidelines by executive level are as follows:

 

Class of Executive

 

 

Multiple of Base Salary

 

                                         
                                                                                                                                                                      

CEO

  5X                                 
                                
                                  

Other NEOs

  2.5X                                                               
                                
                                                                                                        

If, on the date of any exercise of an option to purchase our common stock or the delivery of our common stock underlying any vested RSU or PSU, an executive has not reached the minimum ownership level under the guidelines, then the executive should retain and not sell that portion of the delivered shares whose market value is equal to at least 50% of the after-tax


 

COMPENSATION DISCUSSION AND ANALYSIS        2022 Proxy Statement  |  CATALENT, INC.        53

 

 

 

 

 

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.

All of our NEOs complied with these guidelines during fiscal 2022 and through the date of this Proxy Statement.

HEDGING AND PLEDGING

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.

RISK ASSESSMENT OF COMPENSATION PRACTICES AND POLICIES

With the assistance of its independent consultant, the Compensation Committee annually reviews our compensation program from a risk perspective. Based on that review, the 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 Return performance.


 

54         CATALENT, INC.  |  2022 Proxy Statement        REPORT OF THE COMPENSATION COMMITTEE

 

 

 

 

 

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. Barber

Rolf Classon

John J. Greisch

Date: August 15, 2022


 

EXECUTIVE COMPENSATION TABLES        2022 Proxy Statement  |  CATALENT, INC.        55

 

 

 

 

 

Executive Compensation Tables

The following tables summarize our NEO compensation:

 

 

Fiscal 2022 Summary Compensation Table

 

PAGE 56

 

  

 

This table summarizes the compensation earned by or paid to our NEOs for fiscal years 2022, 2021, and 2020, to the extent applicable, including salary and bonus earned, annual incentive plan payments, the aggregate grant date fair value of stock awards and option awards granted to our NEOs, and all other compensation paid to our NEOs.

 

 

Fiscal 2022 Grants of Plan-Based Awards Table

 

PAGE 58

 

  

 

This table summarizes all grants of plan-based awards made to our NEOs during fiscal 2022.

 

 

Fiscal 2022 Outstanding Equity-Based Awards at
Year-End Table

 

PAGE 59

 

  

 

This table summarizes the unvested stock awards and all stock options held by our NEOs as of June 30, 2022.

 

 

Fiscal 2022 Option Exercises and Stock Vested Table

 

PAGE 62

 

  

 

This table summarizes our NEOs’ option exercises and stock award vesting during fiscal 2022.

 

 

Fiscal 2022 Non-Qualified Deferred Compensation Table

 

PAGE 62

 

  

 

This table summarizes the activity during fiscal 2022 and account balances under our Deferred Compensation Plan as of June 30, 2022. Following the table is a description of our Deferred Compensation Plan. For additional discussion of the Deferred Compensation Plan, see “Compensation Discussion and Analysis—Other Benefits under Our Executive Compensation Program—Deferred Compensation Plan” on page 49 of this Proxy Statement.

 

 

Fiscal 2022 Potential

Payments upon Employment

Termination or Change of

Control Tables

 

PAGE 64

 

  

 

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, 2022.

 


 

56        CATALENT, INC.  |  2022 Proxy Statement        EXECUTIVE COMPENSATION TABLES

 

 

 

 

 

Fiscal 2022 Summary Compensation Table

 

Name and Principal

position(1)

 

  

Year  

 

    

Salary
($)(2)

 

    

Bonus
($)

 

    

Stock
Awards
($)(3)

 

    

Option
Awards
($)(4)

 

    

Non-Equity
Incentive Plan
Compensation
($)(5)

 

    

All
Other
Compensation
($)(6)

 

    

Total

($)(7)

 

 

John Chiminski

 

    

 

2022

 

 

 

    

 

1,075,000

 

 

 

  

 

 

 

    

 

6,510,335

 

 

 

    

 

2,790,005

 

 

 

    

 

1,890,810

 

 

 

    

 

141,367

 

 

 

    

 

12,407,517

 

 

 

Chair and CEO

 

    

 

2021

 

 

 

    

 

1,052,569

 

 

 

    

 

-

 

 

 

    

 

6,689,674

 

 

 

    

 

2,722,522

 

 

 

    

 

2,000,000

 

 

 

    

 

116,374

 

 

 

    

 

12,581,139

 

 

 

     2020        963,915        -        4,620,211        1,980,009        1,488,443        113,617        9,166,195  

Thomas Castellano(8)

 

    

 

2022

 

 

 

    

 

500,000

 

 

 

    

 

-

 

 

 

    

 

420,150

 

 

 

    

 

180,016

 

 

 

    

 

548,240

 

 

 

    

 

22,661

 

 

 

    

 

1,671,067

 

 

 

Senior Vice President

and Chief Financial Officer

 

     2021        372,949        -        964,123        82,507        337,003        21,964        1,778,546  
                                                                       

Steven L. Fasman

 

    

 

2022

 

 

 

    

 

600,000

 

 

 

    

 

-

 

 

 

    

 

1,200,253

 

 

 

    

 

300,016

 

 

 

    

 

644,276

 

 

 

    

 

54,978

 

 

 

    

 

2,799,523

 

 

 

Senior Vice President and

General Counsel

    

 

2021

 

 

 

    

 

591,313

 

 

 

    

 

-

 

 

 

    

 

791,744

 

 

 

    

 

210,008

 

 

 

    

 

670,036

 

 

 

    

 

54,504

 

 

 

    

 

2,317,605

 

 

 

     2020        570,841        -        722,661        202,501        468,585        52,086        2,016,674  

Aristippos Gennadios(8)

 

    

 

2022

 

 

 

    

 

485,769

 

 

 

    

 

-

 

 

 

    

 

850,275

 

 

 

    

 

150,008

 

 

 

    

 

572,240

 

 

 

    

 

67,212

 

 

 

    

 

2,125,504

 

 

 

President, Softgel &

Oral Technologies

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

                                                                       

Alessandro Maselli

 

    

 

2022

 

 

 

    

 

654,183

 

 

 

    

 

-

 

 

 

    

 

1,190,169

 

 

 

    

 

510,008

 

 

 

    

 

733,000

 

 

 

    

 

146,670

 

 

 

    

 

3,234,030

 

 

 

President and COO

 

    

 

2021

 

 

 

    

 

639,689

 

 

 

    

 

-

 

 

 

    

 

908,287

 

 

 

    

 

375,022

 

 

 

    

 

770,144

 

 

 

    

 

1,866,588

 

 

 

    

 

4,559,730

 

 

 

     2020        483,005        -        490,140        210,008        436,827        1,174,679        2,794,659  

 

(1)

As of June 30, 2022. Effective the first day of fiscal 2023, Mr. Maselli became President and CEO, Mr. Chiminski became Executive Chair, Mr. Fasman became Executive Vice President and Chief Administrative Officer, and Dr. Gennadios became Group President, Pharma & Consumer Health.

 

(2)

Values reflect the amounts paid to the NEOs in each fiscal year reported. Amounts reported include any portion of base salary each NEO elected to defer under the Deferred Compensation Plan, as applicable. Mr. Chiminski’s base salary increased from $1,025,000 to $1,050,000 effective July 22, 2019 and from $1,050,000 to $1,075,000 effective July 30, 2020. Mr. Castellano’s base salary increased from $350,000 to $395,000 effective January 27, 2021 and from $395,000 to $500,000 effective June 1, 2021. Mr. Fasman’s base salary increased from $550,000 to $580,000 effective July 22, 2019 and from $580,000 to $600,000 effective July 30, 2020. Dr. Gennadios’s base salary increased from $450,000 to $500,000 effective October 1, 2021. Mr. Maselli’s base salary increased from GBP 385,000 to GBP 490,944 effective July 30, 2020. The values reported for Mr. Maselli during fiscal years 2022 and 2021 includes a portion of his annual base salary rate expressed in U.K. pounds sterling that was converted to and paid in U.S. dollars, based on average monthly currency exchange rates applicable at the time of payment, in connection with his relocation to the United States. Each of our NEOs voluntarily agreed to a salary reduction for the months of May through July 2020 to partially fund a thank-you cash bonus awarded to our essential workers during the COVID-19 pandemic. Messrs. Castellano, Fasman, and Maselli and Dr. Gennadios were subsequently granted RSUs having a grant date fair value equal to 60% of the salary they had foregone, in partial compensation for the reduction. In accordance with SEC disclosure rules, the grant date fair value of these RSU grants is reported in this column for fiscal 2020, as applicable (with the value of Dr. Gennadios’s grant not being reported as we are not reporting his fiscal 2020 compensation).

 

(3)

Represents the aggregate grant date fair value of stock awards for fiscal years 2022, 2021, and 2020 computed 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 2022 Annual Report. The amounts reported in this column for the Adjusted EPS PSUs for fiscal 2022 and Adjusted EPS Performance Shares for fiscal years 2021 and 2020 assume, in accordance with FASB ASC Topic 718, that the NEOs will receive or retain the target number of PSUs awarded to them in each such fiscal year. If, instead, the performance during the 2022-24 performance period is such that the NEOs receive or retain the maximum number of Adjusted EPS PSUs capable of being awarded (200% of target), the value of the PSU grants for 2022 (Adjusted EPS and Relative Return PSUs), calculated in accordance with FASB ASC Topic 718, would be as follows:

 

Name

 

 

          

ASC Topic 718 Value
at Maximum ($)

 

 

 

John Chiminski

 

             

 

6,975,330

 

 

 

 

Thomas Castellano

 

             

 

450,208

 

 

 

 

Steven L. Fasman

 

             

 

750,236

 

 

 

 

Aristippos Gennadios

 

             

 

375,285

 

 

 

 

Alessandro Maselli

 

 

             

 

 

1,275,258

 

 

 

 

 

 

    

Relative Return PSUs are subject to market conditions, and not performance conditions, as defined under ASC 718, and therefore do not have maximum grant date fair values that differ from the grant date fair values presented in the table. The actual value of the PSUs, if any, that ultimately convert to shares of our common stock or are no longer 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.

 

    

The amounts reported for Mr. Fasman and Dr. Gennadios for fiscal 2022 include RSUs with grant date values of $500,076 granted on January 3, 2022 in connection with the announcement of Mr. Maselli’s planned transition to become CEO in fiscal 2023. The amount reported for Mr. Castellano in this column for fiscal 2021 includes retention RSUs granted on January 27, 2021 and RSUs granted on June 1, 2021 in connection with his promotion to Chief Financial Officer, with grant date values of $500,000 and $250,000, respectively. The amount reported for Mr. Fasman in this column for fiscal 2020 includes a one-time RSU award granted on July 22, 2019 to recognize the significant M&A work and other accomplishments completed in fiscal 2019, and RSUs granted on July 30, 2020 to recognize his performance and other accomplishments completed in fiscal 2020, each with grant date values of $250,000. The fiscal 2021 amounts reported for Messrs. Chiminski, Castellano, Fasman, and Maselli include an


 

EXECUTIVE COMPENSATION TABLES        2022 Proxy Statement  |  CATALENT, INC.        57

 

 

 

 

 

  incremental number of PSUs granted to each NEO as a result of a correction to the FY17-19 Relative Return PSU/Performance Share payout. No performance condition was applied to this corrective PSU grant, which was awarded and vested at 100% on August 27, 2020.

 

(4)

Reflects non-qualified stock options granted to the NEOs to acquire shares of our common stock. Amounts reported reflect the aggregate grant date fair value computed 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 2022 Annual Report.

 

(5)

Amounts reported reflect the MIP awards earned by our NEOs for fiscal 2022. Amounts reported include any portion of the MIP award an NEO elected to defer under the Deferred Compensation Plan, as applicable. Amounts reported for Mr. Maselli each year were denominated in U.K. pounds sterling and converted to U.S. dollars (as well as paid in U.S. dollars for fiscal 2021 and 2022) based on the average monthly currency exchange rates applicable to annual bonus payments in each period.

 

(6)

The amounts set forth as “All Other Compensation” for fiscal 2022 are further detailed below:

 

Name    Employer
401(k)
Matching
Contributions
($)(A)
    

Employer Non-

Qualified
Deferred
Compensation
Matching
Contributions
($)(B)

     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
($)(G)
     Total
($)
 
John Chiminski      8,871        92,250        -        -        20,471        8,775        9,000        2,000        141,367  
Thomas Castellano      13,661        -        -        -        -        -        9,000        -        22,661  
Steven L. Fasman      12,078        18,000        -        -        15,900        -        9,000        -        54,978  
Aristippos Gennadios      12,600        30,612        -        -        15,000        -        9,000        -        67,212  
Alessandro Maselli      -        -        35,980        47,737        18,475        -        44,478        -        146,670  

 

  (A)

Our 401(k) qualified defined contribution plan provides that we will match 100% of up to 4% of annual compensation contributed by participants, up to federal tax law limits on both eligible compensation and individual contributions.

 

  (B)

Represents contributions under our Deferred Compensation Plan, which, among other features, provides that we will match 50% of each participant’s contribution on the first 6% of eligible pay that such participant contributes to the plan, up to any applicable limit.

 

  (C)

Mr. Maselli participated in the Catalent Pharma Solutions U.K. Pension Plan, a qualified defined contribution plan, with an employer contribution of 5.5%. The amounts reported with respect to Mr. Maselli in this column were paid in pounds sterling and converted to U.S. dollars at an exchange rate of 1.3325:1, which represents the average monthly rate during fiscal 2022.

 

  (D)

Mr. Maselli received certain benefits during fiscal 2022 in connection with his relocation from the United Kingdom and long-term assignment in the United States, which ended upon his promotion to CEO in fiscal 2023. The amount shown includes allowances for housing, car, and cost-of-living in the amounts of $79,729, $12,659, and $52,065, respectively; $3,900 for relocation expenses; $93,364 for school tuition fees; $18,936 for legal fees associated with the negotiation of Mr. Maselli’s new employment agreement in connection with his promotion to CEO; and tax equalization benefits, accompanying tax gross-ups paid by us, and related U.K. tax refunds totaling ($212,916) as a net, aggregate benefit to us. Although Mr. Maselli’s assignment in the United States ended effective July 1, 2022, we anticipate additional assignment-related tax costs through the end of fiscal 2023 due primarily to timing differences between the payment of U.S. and U.K taxes.

 

      

Amounts reported in this column that were paid in pounds sterling for Mr. Maselli were converted to U.S. dollars using an exchange rate of 1.3325:1, which represents the average of the monthly rates during fiscal 2022.

 

  (E)

Each of the NEOs, pursuant to the terms of an employment agreement or otherwise, is entitled to be reimbursed for the reasonable cost of financial services/planning, subject to an aggregate cap of $15,000 within a single calendar year. During fiscal 2022, Mr. Chiminski received financial services/planning reimbursements totaling $20,471 including amounts within, and not in excess of, the caps applicable to calendar years 2021 and 2022. Similarly, Mr. Fasman, Dr. Gennadios, and Mr. Maselli received reimbursements in the amounts of $15,900, $15,000, and $18,475, respectively, including amounts within, and not in excess of the caps applicable to calendar years 2021 and 2022. The amount reported in this column for Mr. Maselli was paid in U.S. dollars and includes $2,575 for tax preparation services.

 

  (F)

Mr. Chiminski’s employment agreement entitles him each calendar year during the employment term to be reimbursed for the reasonable cost of premiums for an executive life insurance policy, subject to an aggregate cap of $15,000 each such year. For fiscal 2022, Mr. Chiminski received a premium reimbursement in the amount of $8,775.

 

  (G)

Represents contributions we made under our Catalent Cares matching gift program.

 

(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 the 2020 to 2022 fiscal years.

 

(8)

Mr. Castellano and Dr. Gennadios did not qualify as NEOs in one or more previous years. Accordingly, disclosure of their compensation for such prior years is not required.


 

58         CATALENT, INC.  |  2022 Proxy Statement        EXECUTIVE COMPENSATION TABLES

 

 

 

 

 

Fiscal 2022 Grants of Plan-Based Awards Table

 

           

 

Estimated Possible Payouts
Under Non-Equity

Incentive Plan

Awards(1)

          

 

Estimated Future Payments

under Equity

Incentive Plan

Awards(2)

    

All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(3)

(#)

 

    

All Other
Option
Awards:
Number of
Securities
Underlying
Options(4)
(#)

 

    

Exercise
or Base
Price of
Option
Awards
($/Sh)

 

    

Grant Date
Fair Value
of Stock
and

Option
Awards(5)
($)

 

 

Name

 

  

Grant
Date

 

    

Threshold
($)

 

    

Target
($)

 

    

Max
($)

 

           

Threshold

(#)

 

    

Target
(#)

 

    

Max
(#)

 

 

John Chiminski

  

 

 

 

  

 

302,400

 

  

 

1,350,000

 

  

 

2,700,000

 

 

 

 

 

  

 

-

 

  

 

-

 

  

 

-

 

  

 

-

 

  

 

-

 

  

 

-

 

  

 

-

 

  

 

7/26/2021

 

  

 

-

 

  

 

-

 

  

 

-

 

 

 

 

 

  

 

-

 

  

 

-

 

  

 

-

 

  

 

-

 

  

 

85,165

 

  

 

113.00

 

  

 

2,790,005

 

  

 

7/26/2021

 

  

 

-

 

  

 

-

 

  

 

-

 

 

 

 

 

  

 

-

 

  

 

-

 

  

 

-

 

  

 

16,461

 

  

 

-

 

  

 

-

 

  

 

1,860,093

 

  

 

7/26/2021