PDL BioPharma, Inc. (NASDAQ:PDLI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
BioPharma, Inc. (the Company) approved the decisions of the
Compensation Committee (the Compensation Committee) of the Board
with respect to its recommendations of awards to the Companys
management under the 2016 Annual Bonus Plan, the 2014/2018
Long-Term Incentive Plan (2014/2018 LTIP) and 2015/2019 Long-Term
Incentive Plan (2015/2019 LTIP).
against the 2016 corporate performance goals established for the
Companys 2016 Annual Bonus Plan as set forth below:
|
2016 Corporate Goal
|
Weight
|
|
|
Purchase of Income Generating Assets
|
35%
|
|
|
Management of Income Generating Assets
|
30%
|
|
|
Financing and Tax Management
|
35%
|
|
|
Total
|
50%
|
reduction in the Companys share price, the Compensation Committee
determined, and the Board approved, that 75% of the 2016
corporate performance goals established for the Companys 2016
Annual Bonus Plan were achieved.
named executive officers (other than Mr. McLaughlin whose annual
bonus is based solely upon achievement of the corporate
performance goals described above), the level of achievement of
each named executive officers 2016 individual goals established
for the Companys 2016 Annual Bonus Plan and made the following
determinations:
|
Mr. Stone achieved 125%;
|
|
Mr. Garcia achieved 125%;
|
|
Mr. Hart achieved 125%; and
|
|
Mr. Pietzke achieved 120%.
|
Bonus Plan, the Compensation Committee determined and the Board
approved, the bonuses set forth in the chart below for each of
the Companys named executive officers:
|
Name
|
Title
|
2016 Annual
Bonus Plan
Bonus
|
||
|
John P. McLaughlin
|
President and Chief Executive Officer
|
$600,049
|
||
|
Christopher Stone
|
Vice President, General Counsel and Secretary
|
$302,105
|
||
|
Peter Garcia
|
Vice President and Chief Financial Officer
|
$282,385
|
||
|
Danny Hart
|
Vice President, Business Development
|
$250,638
|
||
|
Steffen Pietzke
|
Controller and Chief Accounting Officer
|
$112,074
|
against a performance goal of the income generating asset
acquisitions acquired by the Company during 2014 and 2015
generating at least 75% of the projected cash flow for such
assets during the 2016 calendar year, which goal was established
by the Compensation Committee for the 2014/2018 LTIP in order to
compensate, retain and incentivize its named executive officers
for the vesting period of 2016 (the Vesting Period).
awards consisting of (i) restricted stock and (ii) a cash
payment. With respect to the Vesting Period, 16.667% of the
amounts awardable under the 2014/2018 LTIP will vest on December
13, 2016 and will be paid to the named executive officers shortly
thereafter. The target payments are adjustable at the discretion
of the Compensation Committee.
the Board approved, that the 2016 vesting period goal had been
achieved because the actual cash flow generated from income
generating assets acquired by the Company during 2014 and 2015
exceeded 75% of the forecasted cash flows of such assets. Based
on the foregoing, the cash and restricted stock awards for each
of the Companys named executive officers for the Initial Vesting
Period are set forth in the chart below:
|
Name
|
Title
|
2014/2018 LTIP Cash Payment
|
2014/2018 LTIP Value of Restricted Stock
|
|||
|
John P. McLaughlin
|
President and Chief Executive Officer
|
$381,334
|
$163,429
|
|||
|
Christopher Stone
|
Vice President, General Counsel and Secretary
|
$97,724
|
$41,882
|
|||
|
Peter Garcia
|
Vice President and Chief Financial Officer
|
$96,948
|
$41,549
|
|||
|
Danny Hart
|
Vice President, Business Development
|
$78,435
|
$33,615
|
|||
|
Steffen Pietzke (1)
|
Controller and Chief Accounting Officer
|
__
|
__
|
|
(1)
|
Mr. Pietzke was not eligible to receive payment under the
2014/2018 LTIP because he joined the Company after eligibility under the plan expired. |
against a performance goal of the amount of cash deployed in the
Companys income generating asset acquisitions that was
established by the Compensation Committee for the 2015/2019 LTIP
in order to compensate, retain and incentivize its named
executive officers for the initial vesting period of 2015 and
2016 (the Initial Vesting Period)
awards consisting of (i) restricted stock and (ii) a cash
payment. With respect to the Initial Vesting Period, 50% of the
amounts awardable under the 2015/2019 LTIP will vest on December
13, 2016 and will be paid to the named executive officers shortly
thereafter. The target payments are adjustable at the discretion
of the Compensation Committee.
the Board approved, that, based on the Company having acquired
$462 million in income generating assets during 2015 and 2016,
that the award would be paid at 92% of the target award. Based on
the foregoing, the cash and restricted stock awards for each of
the Companys named executive officers for the Initial Vesting
Period are set forth in the chart below:
|
Name
|
Title
|
2015/2019 LTIP Cash Payment
|
2015/2019 LTIP Value of Restricted Stock
|
|||
|
John P. McLaughlin
|
President and Chief Executive Officer
|
$1,056,707
|
$452,875
|
|||
|
Christopher Stone
|
Vice President, General Counsel and Secretary
|
$352,043
|
$150,875
|
|||
|
Peter Garcia
|
Vice President and Chief Financial Officer
|
$349,245
|
$149,677
|
|||
|
Danny Hart
|
Vice President, Business Development
|
$326,830
|
$140,070
|
|||
|
Steffen Pietzke
|
Controller and Chief Accounting Officer
|
$107,578
|
$46,117
|
About PDL BioPharma, Inc. (NASDAQ:PDLI)
PDL BioPharma, Inc., formerly Protein Design Labs, Inc., manages a portfolio of patents and royalty assets, consisting of its Queen et al. patents, license agreements with various biotechnology and pharmaceutical companies, and royalty and other assets acquired. The Company provides non-dilutive growth capital and financing solutions to late-stage public and private healthcare companies and offers immediate financial monetization of royalty streams to companies, academic institutions and inventors. It evaluates its investments based on the quality of the income generating assets and potential returns on investment. It is focused on intellectual property asset management, acquiring income generating assets and maximizing value for its stockholders, among others. It receives royalties on sales of over ten humanized antibody products, which include Avastin, Herceptin, Xolair, Kadcyla, Tysabri, Actemra, Gazyva and Entyvio all of which are approved for use. PDL BioPharma, Inc. (NASDAQ:PDLI) Recent Trading Information
PDL BioPharma, Inc. (NASDAQ:PDLI) closed its last trading session up +0.01 at 2.00 with 3,102,128 shares trading hands.
