ENDO INTERNATIONAL PLC (NASDAQ:ENDP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On November 6, 2017, Mr. Douglas S. Ingram, a director of Endo International plc (the “Company”), notified the Company of his decision to resign from the Company’s Board of Directors (the “Board”) effective immediately due to his recent appointment as president and chief executive officer of another company. There are no disagreements between Mr. Ingram and the Company, the Company’s management or the Board on any matters relating to the Company’s operations, policies or practices.
On November 8, 2017, the Company appointed Dr. Sharad S. Mansukani as a member of the Board to replace Mr. Ingram effective as of November 8, 2017. Dr. Mansukani will be a member of the Board’s Compensation Committee and its Operations Committee.
Dr. Mansukani will be compensated to the Company’s standard non-employee director compensation policy in effect from time to time. to the Company’s current standard policy regarding non-employee director compensation, a director is generally entitled to receive the following compensation in June of each year for services from January 1st through December 31st: (1) an annual cash retainer of $75,000 and (2) share-based awards valued at $275,000, consisting of ordinary shares.
In connection with his appointment, Dr. Mansukani will receive, on November 8, 2017: (1) a prorated portion of the annual Board of Directors cash retainer fee in the amount of approximately $11,096 and (2) a prorated portion of the annual share-based award equal in value to approximately $40,685, in each case for services through December 31, 2017.
There are no arrangements or understandings to which Dr. Mansukani was selected as a director of the Company. Dr. Mansukani does not have any relationship or related transaction with the Company that would require disclosure to Item 404(a) of Securities and Exchange Commission Regulation S-K.
Dr. Sharad S. Mansukani, M.D., CPE, CMCE, 48, currently serves as a senior advisor of TPG Capital LP and on the board of directors of Kindred Healthcare Inc. From 2012 to 2015, Dr. Mansukani served as a strategic advisor to the board of directors of Cigna Corp. Prior to his position at Cigna Corp., Dr. Mansukani was appointed to Medicare’s Program Advisory and Oversight Committee by the Secretary of the Department of Health and Human Services from 2009 to 2012. Dr. Mansukani also served as a senior advisor to the Administrator of the Centers for Medicare and Medicaid Services (“CMS”) from 2003 to 2005, where he advised on design and implementation of the Medicare prescription drug benefit, also known as Medicare Part D. Prior to CMS, Dr. Mansukani was a senior vice president and chief medical officer at Health Partners from 1999 to 2003. Previously, Dr. Mansukani served as the vice chairman of the board of directors of Health Spring Inc. from 2007 to 2012 and as chairman of the board of directors of Envision Rx Options from 2013 to 2016. Dr. Mansukani also served on the board of directors of Surgical Care Affiliates, Inc. from 2007 to 2017, IASIS Healthcare Corporation from 2005 to 2017, IMS Health Holdings, Inc. from 2009 to 2016 and Par Pharmaceutical Holdings, Inc. from 2012 to 2015, prior to the Company’s acquisition of Par Pharmaceutical Holdings, Inc. in 2015. Dr. Mansukani currently serves on the board of directors of the Children’s Hospital of Philadelphia and serves on the editorial boards of the American Journal of Medical Quality, Managed Care, Biotechnology Healthcare and American Health & Drug Benefits. Dr. Mansukani completed the honors six-year B.A.-M.D. program at Lehigh University and Medical College of Pennsylvania, where he received his B.A. from Lehigh University in 1991 and his M.D. from Medical College of Pennsylvania in 1993. He completed a residency and fellowship in Ophthalmology at the University of Pennsylvania School of Medicine in 1998 and a fellowship in quality management and managed care at the Wharton School of Business in 1999. Dr. Mansukani is qualified to serve on the Board of the Company based on his extensive knowledge of the pharmaceutical industry and service as a board member of publicly traded and private companies in the industry and based on his in-depth knowledge and understanding of the complex U.S. healthcare system.
On November 8, 2017, the Company issued a press release announcing the resignation of Mr. Ingram and the appointment of Dr. Mansukani. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits.
Endo International plc ExhibitEX-99.1 2 exhibit991bodannoucment.htm EXHIBIT 99.1 BOD ANNOUCEMENT Exhibit 99.1 BoD Annoucment EXHIBIT 99.1Endo Announces Appointment of Dr. Sharad S. Mansukani to Board of Directors and Resignation of Mr. Douglas S. IngramDUBLIN,…To view the full exhibit click here
