CTLT Catalent Inc

CEO Succession

On January 5, 2022, Catalent, Inc. (the “Company” or “Catalent”) announced that John R. Chiminski, Chair and CEO, will transition out of his role as CEO and into the role of Executive Chair effective July 1, 2022 (the “Effective Date”). Mr. Chiminski will continue to serve as Chair of the Company’s Board of Directors (the “Board”). As part of a planned leadership succession, the Company also announced that Alessandro Maselli, President and Chief Operating Officer, will succeed Mr. Chiminski as CEO, effective as of the Effective Date. As of that date, Mr. Maselli will also become a member of the Board, increasing the total number of directors on the Company’s Board from 12 to 13.

Mr. Maselli, 49, has been Catalent’s President and Chief Operating Officer since February 2019. He joined the Company in 2010 as Director of Operations at its pharmaceutical, nutritional, and cosmetics plant in Aprilia, Italy. In 2013, Mr. Maselli was appointed General Manager of Zydis^® operations at the Company’s facility in Swindon, U.K.; in 2015, he became Vice President of Operations, Europe, for its Drug Delivery Solutions business unit; and in 2016 he was named Senior Vice President, Global Operations. Prior to joining Catalent, Mr. Maselli held operational and business leadership roles at Alstom and SGS S.A. From 1998 to 2006, he held roles of increasing responsibility from process engineer to operations director at ABB Group. Mr. Maselli began his career as an automation systems engineer in the food industry. A native of Italy, Mr. Maselli earned his master’s degree in electronic engineering from the University of Rome (“La Sapienza”).

In connection with Mr. Maselli’s promotion, the Compensation and Leadership Committee (the “Committee”) of the Board approved the following new compensation arrangements for Mr. Maselli with effect as of the Effective Date: (1) an increase in annual base salary from €490,944 to $925,000, (2) an increase in annual target opportunity under Catalent’s Management Incentive Plan (the “MIP”), the incentive-based annual cash bonus plan for the Company’s executives, from €392,722 for fiscal 2022 to $1,018,000 for fiscal 2023, and (3) an increase in the value of his annual target grant under Catalent’s Long-Term Incentive Plan (the “LTIP”) from $1,700,000 to $5,500,000 for fiscal 2023, allocated in the same manner as applies to all members of the Company’s Executive Leadership Team, with 30% granted as stock options, 20% as time-based restricted stock units (“RSUs”), and 50% as performance-based restricted stock units (also known as “performance share units”). Mr. Maselli also entered into a new employment agreement (the “Maselli Agreement”) setting forth those terms and providing, among other things, for severance if he is terminated by the Company on or after the Effective Date for reasons other than the circumstances specified in the Maselli Agreement as constituting cause, death, or disability or he resigns for good reason (as defined in the agreement), in which case Mr. Maselli would be entitled to a severance payment equal to twice the sum of his annual base salary and target annual bonus, as well as continued participation for up to two years in the Company’s group health plans. In addition, under the LTIP, a termination without cause within 18 months following a change in control would result in Mr. Maselli’s unvested awards becoming fully vested and exercisable. The foregoing description of the Maselli Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”), is qualified in its entirety by reference to such agreement, with the full text incorporated herein by reference.

The Committee also approved the following new compensation arrangements for Mr. Chiminski in his role as Executive Chair, with effect as of the Effective Date: (1) a decrease in annual base salary from $1,075,000 to $700,000, (2) a target cash incentive opportunity under the MIP of $700,000 for fiscal 2023, decreased from the fiscal 2022 target of $1,350,000 and (3) a grant of RSUs under the LTIP in respect of fiscal 2023 having a value of $4,000,000, decreased from the fiscal 2022 grant value of $9,300,000. Mr. Chiminski’s existing employment agreement was amended and restated (the “Chiminski Agreement”) to reflect those changes and others consistent with the change in his role, including a revision of the severance provisions to reduce the severance payment amount from twice the sum of his annual base salary and target annual bonus to one times such amount, and a fixed term running until the end of Catalent’s 2023 fiscal year. The foregoing description of the Chiminski Agreement, which is filed as Exhibit 10.2 to this Form 8-K, is qualified in its entirety by reference to such agreement, with the full text incorporated herein by reference.

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