62
CATALENT, INC. |
2018 Proxy Statement
EXECUTIVE COMPENSATION TABLES
POTENTIAL
PAYMENTS
UPON
TERMINATION
OR
CHANGE
OF
CONTROL
MESSRS
.
ARNOLD
,
DOWNIE
,
AND
FASMAN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Triggering Event
|
|
Value of
Option/RSU/PSU/
Restricted Stock/
Performance Shares
Acceleration
(1)
|
|
|
Value of Base
Salary and
Target Bonus
Payment
(2)
|
|
|
Value of
Continued
Benefits
Participation
(3)
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Total
($)
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|
Death
|
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|
|
|
|
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|
|
|
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Jonathan Arnold
|
|
|
2,065,762
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,065,762
|
|
William Downie
|
|
|
1,754,905
|
|
|
|
-
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|
|
|
-
|
|
|
|
1,754,905
|
|
Steven L. Fasman
|
|
|
3,019,642
|
|
|
|
-
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|
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|
-
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|
3,019,642
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|
Termination by Us Without Cause or By the Executive Officer for Good Reason
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|
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|
|
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|
Jonathan Arnold
|
|
|
-
|
|
|
|
701,377
|
|
|
|
-
|
|
|
|
701,377
|
|
William Downie
|
|
|
-
|
|
|
|
683,653
|
|
|
|
-
|
|
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|
683,653
|
|
Steven L. Fasman
|
|
|
-
|
|
|
|
962,500
|
|
|
|
12,979
|
|
|
|
975,479
|
|
Change of Control
|
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|
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|
|
|
|
|
|
|
|
|
Jonathan Arnold
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
William Downie
|
|
|
431,287
|
|
|
|
-
|
|
|
|
-
|
|
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|
431,287
|
|
Steven L. Fasman
|
|
|
-
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|
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|
-
|
|
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|
-
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|
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|
-
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|
Termination by Us Without Cause Within 18 Months Following a Change of Control
|
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|
|
|
|
|
|
|
|
Jonathan Arnold
|
|
|
2,065,762
|
|
|
|
701,377
|
|
|
|
-
|
|
|
|
2,767,139
|
|
William Downie
|
|
|
2,186,192
|
|
|
|
683,653
|
|
|
|
-
|
|
|
|
2,869,845
|
|
Steven L. Fasman
|
|
|
3,019,642
|
|
|
|
962,500
|
|
|
|
12,979
|
|
|
|
3,995,121
|
|
(1)
|
Amounts reported represent accelerated vesting of unvested equity-based awards and assume that the June 25, 2013
performance-based options vest upon a change of control. Amounts reported also assume that the Adjusted EPS/Relative Return PSUs and the Adjusted EPS/Relative Return Performance Shares vest at target upon death and for a termination following a
change in control; however, the number of Relative Return PSUs and Performance Shares to vest may vary based on the timing of a change in control during the three-year performance period. Options with a negative spread are reported as
$0.
|
For Mr. Arnold, the amount reported for death and a termination by us without cause within 18 months following a change
of control (assuming awards have been assumed, continued, or substituted) reflects (a) the spread value of -$0.34 per share for the 4,159 options granted on October 4, 2017, $5.87 per share for the 7,839 options granted on July 24,
2017, $17.45 per share for the 8,560 options granted on July 26, 2016, $9.93 per share for the 3,680 options granted on August 27, 2015, and $21.39 per share for the 8,750 and 3,095 options granted on July 30, 2014, representing the
difference between the $41.89 closing price per share of our common stock on June 29, 2018, as reported on the NYSE, and the exercise price of the options, and (b) 796 RSUs granted on October 4, 2017, 12,616 RSUs granted on July 24,
2017, 7,791 RSUs granted on July 26, 2016, 1,652 RSUs granted on August 27, 2015, 2,065 PSUs (Adjusted EPS) and 1,755 PSUs (Relative Return) granted on August 27, 2015, and 5,666 Performance Shares (Adjusted EPS) and 5,388 Performance
Shares (Relative Return) granted on April 25, 2018, the value which is calculated based on the $41.89 closing price per share of our common stock on June 29, 2018, as reported on the NYSE.
For Mr. Downie, the amount reported for death reflects (a) the spread value of $5.87 per share for the 14,410 options granted on
July 24, 2017, $17.45 per share for the 13,015 options granted on July 26, 2016, $9.93 per share for the 6,117 options granted on August 27, 2015, and $21.39 per share for the 5,061 options granted on July 30, 2014, representing
the difference between the $41.89 closing price per share of our common stock on June 29, 2018, as reported on the NYSE, and the exercise price of the option, and (b) 2,777 RSUs granted on July 24, 2017, 3,385 RSUs granted on
July 26, 2016, 2,746 RSUs granted on August 27, 2015, 3,433 PSUs (Adjusted EPS) and 2,917 PSUs (Relative Return) granted on August 27, 2015, and 7,702 Performance Shares (Adjusted EPS) and 7,458 Performance Shares (Relative Return)
granted on April 25, 2018, the value of which is calculated based on the $41.89 closing price per share of our common stock on June 29, 2018, as reported on the NYSE. The amount reported for change of control reflects the
spread value of $23.18 per share for the 18,606 performance-based options, representing the difference between the $41.89 closing price per share of our common stock on June 29, 2018, as reported on the NYSE, and the exercise price
of the option. The amount reported for a termination by us without cause within 18 months following a change of control (assuming awards have been assumed, continued, or substituted) represents (a) the spread value of $5.87 per
share for the 14,410 options granted on July 24, 2017, $17.45 per share for the 13,015 options granted on July 26, 2016, $9.93 per share for the 6,117 options granted on August 27, 2015, $21.39 per share for the 5,061 options granted
on July 30, 2014, $23.18 per share for the 18,606 performance-based options, representing the difference between the $41.89 closing price per share of our common stock on June 29, 2018, as reported on the NYSE, and the exercise price of
the option and (b) 2,777 RSUs granted on July 24, 2017, 3,385 RSUs granted on July 26, 2016, 2,746 RSUs granted on August 27, 2015, 3,433 PSUs (Adjusted EPS) and 2,917 PSUs (Relative Return) granted on August 27, 2015, and 7,702
Performance Shares (Adjusted EPS) and 7,458 Performance Shares (Relative Return) granted on April 25, 2018, the value of which is calculated based on the $41.89 closing price per share of our common stock on June 29, 2018, as reported on
the NYSE.
For Mr. Fasman, the amounts reported for death and for a termination by us without cause within 18 months following a change of
control (assuming awards have been assumed, continued, or substituted) reflects (a) the spread value of $5.87 per share for the 18,732 options granted on July 24, 2017, $17.45 per share for the 17,308 options granted on
July 26, 2016, $9.93 per share for the 6,971 options granted on August 27, 2015, and $17.63 per share for the 5,153 options granted on October 23, 2014, representing the difference between the $41.89 closing price per share of our
common stock on June 29, 2018, as reported on the NYSE, and the exercise price of the option, and (b) 3,610 RSUs granted on July 24, 2017, 4,501 RSUs granted on July 26, 2016, 15,000 RSUs granted on January 28, 2016, 3,129 RSUs
granted on August 27, 2015, 3,912 PSUs (Adjusted EPS) and 3,324 PSUs (Relative Return) granted on August 27, 2015, 5,000 shares of Restricted Stock granted on November 10, 2017, and 10,139 Performance Shares (Adjusted EPS) and 9,814
Performance Shares (Relative Return) granted on August 23, 2017, the value of which is calculated based on the $41.89 closing price per share of our common stock on June 29, 2018, as reported on the NYSE.