| • | | Relative Return is the percentile rank of our total shareholder return during 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.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). There were 63 other companies in the comparison group at the start of the fiscal year 2023-2025 three-year performance period.
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48CATALENT, 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
| 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. |
FISCAL 2021-2023 PSU PERFORMANCE In fiscal 2021, the Compensation Committee granted PSUs representing 50% of the total long-term incentives to executives for the fiscal 2021-23 performance period, awarded one-half as Adjusted EPS PSUs and one-half as Relative Return PSUs. These PSUs issued in respect of the fiscal 2020-222021-23 performance period vested early in fiscal 20232024 at a performance level of 200%106% of target for the Adjusted EPS PSUs and 150%0% of target for the Relative Return PSUs earned by our NEOs. | Fiscal 2020-20222021-2023 Performance Targets |
| | | | | Performance Schedule | | | Corresponding Earnout
Range (% of Target) | | Performance Schedule | | | Corresponding Earnout
Range (% of Target) | | | | | Threshold | | | Goal | | | Maximum | | | Thresh. | | Goal | | Max. | | Threshold | | | Goal | | | Maximum | | | Thresh. | | Goal | | Max. | | Adjusted EPS PSUs and Performance Shares | | | $4.73 | | | | $6.30 | | | | $7.88 | | | | 50 | % | | | 100 | % | | 200% | | | $5.69 | | | | $7.58 | | | | $9.48 | | | | 50 | % | | | 100 | % | | 200% | | Relative Return PSUs and Performance Shares | | | 25th Percentile | | | | 50th Percentile | | | | 75th Percentile | | | | 50 | % | | | 100 | % | | 150% | | | 25th Percentile | | | | 50th Percentile | | | | 75th Percentile | | | | 50 | % | | | 100 | % | | 150% |
| Fiscal 2020-20222021-2023 Performance Achievement |
| | | | | Actual Performance | | | Actual Performance | | | | | | Achievement
Level | | % of
Goal | | Earnout as
% of Target | | Achievement
Level | | % of
Goal | | Earnout as
% of Target | | Adjusted EPS PSUs | | $8.99 | | 143% | | 200% | | $7.69 | | 101% | | 106% | | Relative Return PSUs | | 91st Percentile | | N/A | | 150%(1) | | 15th Percentile | | N/A | | 0% |
46CATALENT, INC. | 2023 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS Other Benefits Under Our Executive Compensation Program BENEFITSANDPERQUISITES 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 Employee Stock 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 onetwo of our NEOs, Mr. Maselli and Dr. Boerman, who liveslived and works,worked, at our request, in a jurisdiction other than his or her primary tax domicile, as described below in note 6(D)6(C) to our Fiscal 20222023 Summary Compensation Table starting on page 56,55, during fiscal 20222023 we did not “gross up” for the income tax consequences of any benefit or perquisite. DEFERREDCOMPENSATIONPLAN Our deferred compensation programs (collectively, the “Deferred Compensation Plan”) permitspermit a broad group of U.S.- and U.K.-based executives, including all of our NEOs (other than Mr. Maselli)Dr. Boerman), 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.
COMPENSATION DISCUSSION AND ANALYSIS 2023 Proxy Statement | CATALENT, INC.47 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-Qualified2023 Nonqualified Deferred Compensation Table,” following this CD&A. SEVERANCEANDPAYMENTSONACHANGEOFCONTROL 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 20222023 Potential Payments upon Employment Termination or Change of Control Tables beginning on page 64, including the accompanying notes.
50CATALENT, INC. | 2022 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS
Compensation Determinations for 20222023 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 2022,2023, 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. The Compensation Committee observed at the beginning of fiscal 2022 that executive compensation opportunities were meaningfully low versus peer and market data overall and the Compensation Committee determined to move targeted pay levels over a multi-year period which resulted in larger pay increases than in the past for certain individuals, particularly in their long-term incentive award grant values. It continued with this strategy when setting fiscal 2023 target pay opportunities in July 2022. Despite the target total direct compensation increases, and due to continued market movement, Catalent’s fiscal 2023 target total direct compensation levels generally remained below the market median (except for two NEOs who were provided one-time promotion awards in fiscal 2023 to recognize their increased responsibilities and incentivize continued performance). In line with the above, the Compensation Committee does not target a specific market position when determining executive target compensation levels. | | | | | | John ChiminskiAlessandro Maselli
| | • Base Salary: $1,075,000 (unchanged fromThe following determinations reflect Mr. Maselli’s transition to President and Chief Executive Officer in fiscal 2021)2023
• MIPBase Salary: $1,890,810Increased to $925,000 from $654,1831 as President and Chief Operating Officer in fiscal 2022 • MIP: Zero bonus, equal to 140%0% of target opportunity of $1,350,000$1,018,000, or 0% of salary (target unchangedincreased from 80% of salary as President and Chief Operating Officer in fiscal 2021)2022) • LTIP: Award with a grant date fair value of $9,300,340$5,500,235 (increased from $9,075,126$1,700,177 as President and Chief Operating Officer in fiscal 2021)2022) |
48CATALENT, INC. | 2023 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS | | | | | Thomas Castellano | | • Base Salary: Increased by $50,000 to $ 500,000 (unchanged from fiscal 2021)550,000 • MIP: $548,240 bonus, equal to 137% of targetTarget opportunity of $400,000$450,000, or 82% of salary (target unchangedincreased from 80% of salary in fiscal 2021)2022) (forfeited upon his departure from Catalent) • LTIP: Award with a grant date fair value of $600,166$1,250,101 (increased from 275,193$600,166 in fiscal 2021)2022 in his prior role); all fiscal 2023 awards were forfeited upon his departure from Catalent | | | Ricky Hopson | | • Base Salary: $380,000 • MIP: $139,500 bonus, equal to 45% of target opportunity of $310,000, or 37% of base salary • LTIP: Award with a grant date fair value of $350,182 (increased from $280,160 in fiscal 2022) • Monthly stipend in the amount of $10,000 for April 2023, $20,000 for May 2023 and $20,000 for June 2023 ($50,000 paid in fiscal 2023), for his service as Interim Chief Financial Officer | | | Steven L. Fasman | | • Base Salary: $600,000 (unchanged fromThe following determinations reflect Mr. Fasman’s transition to Executive Vice President and Chief Administrative Officer in fiscal 2021)2023
• MIPBase Salary: $644,276Increased to $625,000 from $600,000 as Senior Vice President, General Counsel, and Corporate Secretary in fiscal 2022 • MIP: $135,000 bonus, equal to 140%27% of target opportunity of $460,000$500,000, or 22% of base salary (target unchangedincreased from 77% of base salary as Senior Vice President, General Counsel, and Corporate Secretary in fiscal 2021)2022) • LTIP: Award with a grant date fair value of $1,000,193$1,500,246 (increased from $700,238$1,000,193 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 transition2022)
| | | Aristippos Gennadios | | • Base Salary: Increased by $50,000The following determinations reflect Mr. Gennadios’ transition to $500,000Group President, Pharma and Consumer Health in fiscal 2023
• MIPBase Salary: $572,240Increased by $100,000 to $600,000 • MIP: $135,000 bonus, equal to 143%27% of target opportunity of $400,000$500,000, 23% of salary (target unchangedincreased from 80% of salary as President, Softgel & Oral Technologies in fiscal 2021) 2022) • LTIP: Award with a grant date fair value of $1,000,197 (increased from $500,207 (unchanged fromin fiscal 2021)2022) • Special awardAward of RSUs with a grant date fair value of $500,076$2,000,097 granted in JanuaryJuly 2022 in connection with the announcement of the fiscal 2023 CEO transitionhis promotion and additional responsibilities | | | Alessandro MaselliJohn Chiminski
| | • Base Salary: $654,1831 (paidThe following determinations reflect Mr. Chiminski’s transition to Executive Chair of the Board in pounds sterling)fiscal 2023
• MIPBase Salary: $733,000Decreased to $700,000 from $1,075,000 as Chair and CEO in fiscal 2022 • MIP: Zero bonus, equal to 140%0% of target opportunity of $523,346 (paid$700,000, or 0% of salary (target decreased from 126% of salary as Chair and CEO in U.S. dollars, target in local currency unchanged from fiscal 2021)12022) • LTIP: Award with a grant date fair value of $1,700,177$4,000,069 (decreased from $9,300,340 in fiscal 2022) |
COMPENSATION DISCUSSION AND ANALYSIS 2023 Proxy Statement | CATALENT, INC.49 | | | | | Manja Boerman | | • Base Salary: Increased by $75,000 to $500,000 • MIP: Zero bonus, equal to 0% of target opportunity of $400,000, or 0% of base salary • LTIP: Award with a grant date fair value of $650,151 (increased from $1,250,155$500,207 in fiscal 2021)2022) • Award of Performance Restricted Stock Units (PRSUs) with a grant date fair value of $2,000,088 in connection with her expanded responsibilities, which would vest from 0-200% of target based upon the achievement against pre-determined revenue of the BioModalities Division during fiscal 2026 (all outstanding unvested equity-based awards, including the PRSUs, will be cancelled based on the existing terms of the awards, in connection with her termination by mutual consent when such negotiations are complete) |
| 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 EXECUTIVEAGREEMENTS The following is a description of Mr. Chiminski’s employment agreement, as well as of the provisions of employment agreements and offer letters with our other NEOs, as in effect during fiscal 2022.2023. 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“Fiscal 2023 Potential Payments upon Employment Termination or Change of Control TablesTables” and accompanying notes, beginning on page 64. EMPLOYMENTAGREEMENT FOR ALESSANDRO MASELLI On January 4, 2022, we entered into an employment agreement with Mr. Maselli in connection with his transition to his current 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. 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 2023 Potential Payments upon Employment Termination or Change of Control Tables—Severance and Payments on a Change of Control.” 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 chief financial officer. The letter set his base salary and MIP target at $500,000 and $400,000, respectively, and provided that he be recommended to receive an LTIP grant for fiscal 2022 of $600,000. On July 27, 2022, we provided a letter to Mr. Castellano that increased his base pay to $550,000, effective July 21, 2022, increased his MIP target to $450,000, and increased his LTIP target for the fiscal 2023-2025 performance period to $1,250,000 for fiscal 2023. Mr. Castellano ceased serving as Chief Financial Officer effective April 13, 2023 and separated from the Company effective April 21, 2023. For a description of the severance benefits that Mr. Castellano is entitled to receive in connection with his involuntary termination without cause under his pre-existing severance agreement, please see the discussion below under the heading “Severance and Termination Benefits—Mr. Castellano.”
50CATALENT, INC. | 2023 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS OFFER LETTER FOR RICKY HOPSON On July 1, 2022, we provided a letter to Mr. Hopson in connection with his promotion to President, Division Head for Clinical Development & Supply. The letter set his base salary and MIP target at $380,000 and $310,000, respectively, and provided that he be recommended to receive an LTIP grant for fiscal 2023 of $350,000. On May 1, 2023, we provided a letter to Mr. Hopson, with an effective date of April 14, 2023, in connection with his appointment as our Interim Chief Financial Officer. The letter provided that he would be entitled to receive an additional cash stipend of $20,000 per month for the duration of his assignment until such time as the Company hired a permanent Chief Financial Officer, and that all other elements of his existing compensation would remain unchanged. 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 provided that he 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, (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. Mr. Fasman left the Company in September 2023 to take another opportunity. 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 provided that he be recommended to receive an LTIP grant for fiscal 2019 of $450,000. We increased Dr. Gennadios’s base salary, effective 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. EMPLOYMENT AGREEMENT OFJOHNCHIMINSKI 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 extendsextended for successive one-year periods unless either party givesgave 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). On January 4, 2022, we entered into an amended and restated one-year employment agreement with Mr. Chiminski in connection with his transition to 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). 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 asprovisions. Effective June 30, 2023, Mr. Chiminski retired from 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 agreementCompany. In connection 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 yearChiminski’s retirement from the grant date).
OFFERLETTERFORTHOMASCASTELLANO
On May 10, 2021, we provided a letterCompany, all of his then-outstanding equity awards will continue to Mr. Castellano,vest in accordance 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 certainthe terms of his promotion. The letter set his base salaryoutstanding award agreements and MIP target at $500,000 and $400,000, respectively, and provides that he willcontinues to be recommendedeligible to receive an LTIP grant for fiscal 2022 of $600,000.
OFFERLETTERFORSTEVENL.FASMAN
On March 13, 2018, we provided a letterfinancial planning reimbursements up 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.
OFFERLETTERFORARISTIPPOSGENNADIOS
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$15,000 (per calendar
52CATALENT, INC. | 2022 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS 2023 Proxy Statement | CATALENT, INC.51
July 2021, to $500,000. On July 7, 2022, we provided an updated letter to Dr. Gennadiosyear) for one-year following his departure in connectionaccordance 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 MIPpolicy approved by the Compensation Committee for fiscal 2023 increased to $500,000, and (3) his LTIP grant in respectall members of fiscal 2023 increased to $1,000,000. In addition, Dr. Gennadios received a one-time grant of RSUs vesting three yearsthe Executive Leadership Team following their retirement from the grant date with a grant-date value of $2,000,000.Company.
OFFEREMPLOYMENT AGREEMENT AND LONG-TERM ASSIGNMENT LETTERANDEMPLOYMENTAGREEMENTFORALESSANDROMASELLI MANJA BOERMAN
On January 31,October 8, 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, weDr. Boerman entered into an employment agreement with Mr. MaselliCatalent Pharma Solutions GmbH, for employment in connection with his transitionthe Netherlands as Region President, Biologics—EU to his position ascommence on January 2, 2020. Effective June 1, 2020, Dr. Boerman was promoted to President, and Chief Executive Officer. Effective July 1, 2022, (1) hisCell & Gene Therapy, her annual base salary increased to $925,000, (2) his$425,000, her MIP target cashincreased to $340,000, and her LTIP target increased to $500,000 for the fiscal 2021-2023 performance period. She was also granted RSUs valued at $200,000 that would vest 100% on the third anniversary of the grant date. Effective July 21, 2022, Dr. Boerman’s base salary increased to $500,000, her MIP target increased to $400,000 for fiscal year 2023, and her LTIP target for the fiscal 2023-2025 performance period increased to $650,000. In addition, Dr. Boerman received a PRSU incentive opportunitygrant with a target value of $2,000,000. The actual number of PRSUs that would ultimately vest would range from 0-200% of the target number of shares. The vesting of the PRSU grant and distribution of shares under the MIPgrant, if any, would be based on revenue targets for fiscal year 2026 and would occur after the Board approves the Company’s audited consolidated financial statements for that fiscal year. If Dr. Boerman’s employment was terminated before the completion of such revenue determination for any reason other than death or disability, the PRSUs would cease vesting and would be forfeited. On October 10, 2022, we provided Dr. Boerman a long-term international assignment letter setting forth certain terms of her long-term assignment from the Netherlands to the United States. Dr. Boerman was provided a car allowance of €24,000 per year, a cost of living differential of $3,455 per month, a lodging stipend of $6,360 net per month, and was enrolled in an international benefit plan. Dr. Boerman’s assignment-related allowances and benefits are consistent with our standard practices and polices applicable, by location, to employees on long-term assignments. Dr. Boerman’s base salary, MIP and LTIP targets, and other conditions of employment remained unchanged.
Dr. Boerman was removed from her position as President, Division Head for Biomodalities effective as of April 25, 2023, increasedand upon her removal was offered “garden leave” for the entirety of the six months’ notice period under her employment agreement. Dr. Boerman continued to $1,018,000, and (3) his LTIP grant in respectreceive her salary through the end of fiscal 2023 increasedwhile we continued to $5,500,000. Thenegotiate 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 beforeher separation during her period of garden leave. All outstanding unvested equity-based awards granted to Dr. Boerman, including the endPRSUs, will be cancelled based upon the existing terms of the then-current term, and (b) participationawards, 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).connection with her termination by mutual consent when such negotiations are complete. 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.”.
EXECUTIVESTOCKOWNERSHIPGUIDELINES 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.
52CATALENT, INC. | 2023 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS All of our NEOs complied with these guidelines during fiscal 20222023 and have remained in compliance through the date of this Proxy Statement. HEDGINGANDPLEDGING 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. RISKASSESSMENTOFCOMPENSATIONPRACTICESANDPOLICIES With the assistance of its independent consultant, the Compensation Committee annually reviews our compensation program from a risk perspective. Based on that review, the Compensation 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.
54CATALENT, INC. | 2022 Proxy Statement REPORT OF THE COMPENSATION COMMITTEE 2023 Proxy Statement | CATALENT, INC.53
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. GreischFrank D’Amelio
Stephanie Okey Date: August 15, 2022December 6, 2023
54CATALENT, INC. | 2023 Proxy Statement EXECUTIVE COMPENSATION TABLES 2022 Proxy Statement | CATALENT, INC.55 Executive Compensation Tables The following tables summarize our NEO compensation: | | | Fiscal 20222023 Summary Compensation Table PAGE 5655 | | This table summarizes the compensation earned by or paid to our NEOs for fiscal years 2023, 2022, 2021, and 2020,2021, to the extent applicable, including salary and bonus earned, annual incentive plan payments earned, 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 20222023 Grants of Plan-Based Awards Table PAGE 5857 | | This table summarizes all grants of plan-based awards made to our NEOs during fiscal 2022.2023. | Fiscal 20222023 Outstanding Equity-Based Equity
Awards at
Year-End Table
PAGE 5958 | | This table summarizes the unvested stock awards and all stock options held by our NEOs as of June 30, 2022.2023. | Fiscal 20222023 Option Exercises and Stock Vested Table PAGE 62 | | This table summarizes our NEOs’ option exercises and stock award vesting during fiscal 2022.2023. | Fiscal 2022 Non-Qualified2023 Nonqualified Deferred Compensation Table PAGE 62 | | This table summarizes the activity during fiscal 20222023 and account balances under our Deferred Compensation Plan as of June 30, 2022.2023. 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 4946 of this Proxy Statement. | Fiscal 20222023 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, 2022.2023. |
56 CATALENT, INC. | 2022 Proxy Statement EXECUTIVE COMPENSATION TABLES 2023 Proxy Statement | CATALENT, INC.55
Fiscal 20222023 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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) | | | | | | | | | | | Alessandro Maselli | | | 2023 | | | | 925,000 | | | | - | | | | 3,850,216 | | | | 1,650,019 | | | | - | | | | 158,437 | | | | 6,583,672 | | President and Chief Executive Officer | | | 2022 | | | | 654,183 | | | | - | | | | 1,190,169 | | | | 510,008 | | | | 733,000 | | | | 146,670 | | | | 3,234,030 | | | | | 2021 | | | | 639,689 | | | | - | | | | 908,287 | | | | 375,022 | | | | 770,144 | | | | 1,866,588 | | | | 4,559,730 | | | | | | | | | | | Thomas Castellano(8) | | | 2023 | | | | 443,654 | | | | - | | | | 875,098 | | | | 375,003 | | | | - | | | | 1,036,228 | | | | 2,729,983 | | Former Senior Vice President and Chief Financial Officer | | | 2022 | | | | 500,000 | | | | - | | | | 420,150 | | | | 180,016 | | | | 548,240 | | | | 22,661 | | | | 1,671,067 | | | | | 2021 | | | | 372,949 | | | | - | | | | 964,123 | | | | 82,507 | | | | 337,003 | | | | 21,964 | | | | 1,778,546 | | | | | | | | | | | Ricky Hopson(9) | | | 2023 | | | | 380,000 | | | | - | | | | 245,150 | | | | 105,032 | | | | 139,500 | | | | 102,625 | | | | 972,307 | | President, Division Head for Clinical Development & Supply and Former Interim Chief Financial Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Steven L. Fasman(10) | | | 2023 | | | | 625,000 | | | | - | | | | 1,050,221 | | | | 450,025 | | | | 135,000 | | | | 50,053 | | | | 2,310,299 | | Former Executive Vice President & Chief Administrative Officer | | | 2022 | | | | 600,000 | | | | - | | | | 1,200,253 | | | | 300,016 | | | | 644,276 | | | | 54,978 | | | | 2,799,523 | | | | | 2021 | | | | 591,313 | | | | - | | | | 791,744 | | | | 210,008 | | | | 670,036 | | | | 54,504 | | | | 2,317,605 | | | | | | | | | | | Aristippos Gennadios(9) | | | 2023 | | | | 600,000 | | | | - | | | | 2,700,277 | | | | 300,017 | | | | 135,000 | | | | 64,263 | | | | 3,799,557 | | Group President, Pharma and Consumer Health | | | 2022 | | | | 485,769 | | | | - | | | | 850,275 | | | | 150,008 | | | | 572,240 | | | | 67,212 | | | | 2,125,504 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | John Chiminski | | | 2023 | | | | 700,000 | | | | - | | | | 4,000,069 | | | | - | | | | - | | | | 107,698 | | | | 4,807,767 | | Former Executive Chair | | | 2022 | | | | 1,075,000 | | | | - | | | | 6,510,335 | | | | 2,790,005 | | | | 1,890,810 | | | | 141,367 | | | | 12,407,517 | | | | | 2021 | | | | 1,052,569 | | | | - | | | | 6,689,674 | | | | 2,722,522 | | | | 2,000,000 | | | | 116,374 | | | | 12,581,139 | | | | | | | | | | | Manja Boerman(9) (11) | | | 2023 | | | | 511,387 | | | | - | | | | 2,455,217 | | | | 195,022 | | | | - | | | | 818,262 | | | | 3,979,888 | | Former President, Division Head for Biomodalities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (1) | As of June 30, 2022. Effective2023. Mr. Castellano ceased serving as Chief Financial Officer on April 13, 2023 and separated from the first dayCompany on April 21, 2023. Mr. Hopson assumed the additional role of fiscalInterim Chief Financial Officer effective as of April 14, 2023 Mr. Maselli became President and CEO, Mr. Chiminski became Executive Chair, Mr. Fasman became Executiveuntil Matti Masanovich was appointed as Senior Vice President and Chief AdministrativeFinancial Officer effective as of July 5, 2023. Following Mr. Masanovich’s appointment, Mr. Hopson returned to his previous role as President, Division Head of Clinical Development and Supply. Effective June 30, 2023, Mr. Chiminski retired from the Company. Dr. Gennadios became GroupBoerman served as President, Pharma & Consumer Health.Division Head for Biomodalities until April 24, 2023, and, upon her removal from that position, was offered “garden leave” for the entirety of the six months’ notice period under her employment agreement. Compensation changes related to these transitions are described in the CD&A in the section entitled “Executive Agreements,” beginning on page 49. |
| (2) | Values reflect the amounts paid to the NEOs infor each fiscal year reported. Amounts reported include the portion, if 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 includesinclude 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. EachThe value reported for Dr. Boerman reflects her U.S. dollar denominated salary, a portion of our NEOs voluntarily agreedwhich is allocated to a statutorily-required holiday allowance in the Netherlands, expressed in Euros based on average monthly currency exchange rates. Dr. Boerman continued to receive her salary reductionthrough the end of fiscal 2023 while we continued to negotiate the terms of her separation, during her period of garden leave. Please see the CD&A for additional details of changes to 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%salaries 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 forNEOs during fiscal 2020,year 2023, as applicable (with the value of Dr. Gennadios’s grant not being reported as we are not reporting his fiscal 2020 compensation).applicable. |
| (3) | Represents the aggregate grant date fair value of stock awards for fiscal years 2023, 2022, 2021, and 20202021 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 20222023 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. All of our NEOs, other than Mr. Chiminski, received PSUs during fiscal year 2023. If, instead, the performance during the 2022-242023-25 performance period is such that the NEOs receive or retain the maximum number of Adjusted EPS PSUs capable of being awarded (200% of target)target for Adjusted EPS and 150% of target for Relative Return PSUs), the value of the PSU grants for 2022 (Adjusted EPS and Relative Return PSUs), calculated in accordance with FASB ASC Topic 718,2023 would be as follows: |
| | | | | | | | | Name | | | | | ASC Topic 718 Value
at Maximum ($) | | John Chiminski
Alessandro Maselli | | | | | | | | | 6,975,3304,812,785 | | Thomas Castellano | | | | | | | | | 450,2081,093,889 | | Steven L. Fasman
Ricky Hopson | | | | | | | | | 750,236306,425 | | Steven L. Fasman | | | | | | | 1,312,769 | | Aristippos Gennadios | | | | | | | | | 375,285875,206 | | Alessandro Maselli
Manja Boerman | | | | | | | | | 1,275,258568,979 | |
| | Relative Return PSUs are subject to market conditions, and notas opposed to 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.under FASB ASC Topic 718. 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
|
56CATALENT, INC. | 2023 Proxy Statement EXECUTIVE COMPENSATION TABLES 2022 Proxy Statement | CATALENT, INC.57 | | incrementalThe amount reported for Dr. Gennadios for fiscal 2023 include RSUs with a grant date fair value of $2,000,097 granted on July 1, 2022 in connection with his promotion to Group President, Pharma and Consumer Health. The amount reported for Mr. Chiminski for fiscal 2023 represents RSUs granted in connection with his role as Executive Chair. The amount reported for Dr. Boerman for fiscal 2023 includes PRSUs with a grant date target value of $2,000,088 granted on July 26, 2022. Under the terms of the award to Dr. Boerman, the actual number of PSUs grantedPRSUs that will become payable can range from 0% to each NEO as a resultmaximum 200% of a correction totarget ($4,000,176 at maximum), based on the FY17-19 Relative Return PSU/Performance Share payout. No performance condition was applied to this corrective PSU grant, which was awarded and vested at 100% on August 27, 2020.future net revenue achievement of the BioModalities division during fiscal 2026. |
| (4) | Reflects non-qualifiednonqualified stock options granted to the NEOs to acquire shares of our common stock. Amounts reported reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 using the assumptions discussed in Note 14, “Stock-Based Compensation,” to the consolidated financial statements included in our 20222023 Annual Report. |
| (5) | Amounts reported reflect the MIP awards earned by our NEOs, for fiscal 2022. Amounts reported include anywhich includes the portion of the MIP award, anif any, each NEO elected to defer under the Deferred Compensation Plan, as applicable. Amounts reported for Mr. Maselli each yearin fiscal 2021 and 2022 were denominated in U.K. pounds sterling and converted to U.S. dollars (as well as paid in U.S. dollars for fiscal 2021 and 2022) based on the average monthly currency exchange rates applicable to annual bonus payments in each period. |
| (6) | The amounts set forth as “All Other Compensation” for fiscal 20222023 are further detailed below: |
| | Name | | Employer
401(k)
Matching
Contributions
($)(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
($) | | | Employer
401(k)
Matching
Contributions
($)(A) | | | Employer Non- Qualified
Deferred
Compensation
Matching
Contributions
($)(B) | | | Assignment-
Related
Allowances
& Benefits
($)(C) | | | Financial
Services
Reimbursement
($)(D) | | | Severance Benefits
($)(E) | | | Other
($)(F) | | | Total
($) | | | | John Chiminski | | | 8,871 | | | | 92,250 | | | | - | | | | - | | | | 20,471 | | | | 8,775 | | | | 9,000 | | | | 2,000 | | | | 141,367 | | | | Alessandro Maselli | | | | - | | | | - | | | | 139,104 | | | | 19,333 | | | | - | | | | - | | | | 158,437 | | | | Thomas Castellano | | | 13,661 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 9,000 | | | | - | | | | 22,661 | | | | 10,831 | | | | - | | | | - | | | | - | | | | 1,025,397 | | | | - | | | | 1,036,228 | | | | Ricky Hopson | | | | 12,800 | | | | 23,386 | | | | - | | | | 16,439 | | | | - | | | | 50,000 | | | | 102,625 | | | | Steven L. Fasman | | | 12,078 | | | | 18,000 | | | | - | | | | - | | | | 15,900 | | | | - | | | | 9,000 | | | | - | | | | 54,978 | | | | 12,700 | | | | 18,724 | | | | - | | | | 16,629 | | | | - | | | | 2,000 | | | | 50,053 | | | | Aristippos Gennadios | | | 12,600 | | | | 30,612 | | | | - | | | | - | | | | 15,000 | | | | - | | | | 9,000 | | | | - | | | | 67,212 | | | | 14,200 | | | | 35,063 | | | | - | | | | 15,000 | | | | - | | | | - | | | | 64,263 | | | | Alessandro Maselli | | | - | | | | - | | | | 35,980 | | | | 47,737 | | | | 18,475 | | | | - | | | | 44,478 | | | | - | | | | 146,670 | | | | John Chiminski | | | | 10,044 | | | | 78,114 | | | | - | | | | 10,765 | | | | - | | | | 8,775 | | | | 107,698 | | | | Manja Boerman | | | | - | | | | - | | | | 818,262 | | | | - | | | | - | | | | - | | | | 818,262 | |
| | (A) | OurUnder our 401(k) qualified defined contribution plan provides thatSavings Plan, we will match 100% of up to a maximum 4% of annual compensation contributed by participants, up to federal tax law limits on both eligible compensation and individual contributions.
|
| | (B) | Represents company contributions under our Deferred Compensation Plan, which, among other features, provides that we will matchPlans, representing 50% of each participant’s contribution onup to 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 tax equalization benefits during fiscal 20222023 in connection with his relocation from the United Kingdom and long-term assignment in the United States which ended upon his promotionprior 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, dueresulting primarily tofrom timing differences between the determination and payment of U.S. and U.K taxes.U.K. taxes across multiple tax years. Such benefits are consistent with our standard policies and practices applicable, by location, to employees on long-term assignments.
|
| | | Dr. Boerman received certain benefits, including tax equalization, during fiscal year 2023 in connection with the start of her long-term assignment from the Netherlands to the U.S. in October 2022. Such benefits are consistent with our standard policies and practices applicable, by location, to employees on long-term assignments. The amount reported in this column for Dr. Boerman comprises the following: allowances through April 2023 for housing, car and cost of living in the amounts of $32,778, $20,958, and $21,643, respectively; a $74,219 pension allowance – Dr. Boerman did not participate in any formal pension scheme in fiscal 2023; $40,896 for relocation expenses; and aggregate tax equalization benefits and accompanying tax gross-ups paid by us of $562,616. The amounts reported in this column for Dr. Boerman also include allowances paid during May 2023 and June 2023 while we were continuing to negotiate the terms of her separation for car, cost of living, housing and pension in the amounts of $4,192, $6,378, $11,742 and $15,105, respectively. Dr. Boerman became eligible for health care coverage in the U.S. effective September 1, 2022. The amount reported includes the U.S. employer health benefit cost during fiscal 2023 in the amount of $27,735, including costs paid prior to the start of her assignment in October 2022 and while negotiating the terms of her separation (during May 2023 and June 2023) in the amount of $8,367. Amounts reported in this column include certain benefits that were paid in pounds sterlingEuros for Mr. Maselli wereDr. Boerman converted to U.S. dollars using an exchange rate of 1.3325:1.0479:1, which represents the average of the monthly rates during fiscal 2022.2023. |
| | (E)(D) | Each of the NEOs, pursuant to the terms of an employment agreement or otherwise, is entitled to services, which may be reimbursedsubmitted in the form of a reimbursement, for the reasonable cost of financial services/planning, subject to an aggregate cap of $15,000 within a singleduring each calendar year. The amounts reported in each fiscal year may differ from this cap due to timing differences between each fiscal year and calendar year. During fiscal 2023, Messrs. Maselli, Hopson, and Fasman received financial services/planning services in the amounts of $19,333, $16,439, and $16,629, respectively, applicable to calendar years 2022 and 2023. During fiscal 2023, Dr. Gennadios and Mr. Chiminski received financial services/planning reimbursements totaling $20,471 including amounts within,$15,000 and not in excess of, the caps$10,765, respectively, applicable to calendar years 20212022 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 2022.2023. The amount reported in this column for Mr. Maselli was paid in U.S. dollars and includes $2,575$2,704 for tax preparation services.services paid in connection with his long-term assignment in the U.S. prior to fiscal 2023. |
| (E) | The amount reported for Mr. Castellano includes a severance benefit in the amount of $1,000,012 that will be paid over a one-year period following his separation from Catalent on April 21, 2023 and a one-time payment of $25,385 representing unused paid-time-off for fiscal 2023. |
| | (F) | The amount reported for Mr. Hopson includes an aggregate stipend of $50,000 paid in connection with Mr. Hopson’s services as Interim Chief Financial Officer from April through June 2023. The amount reported for Mr. Fasman represents contributions we made under our Catalent Cares matching gift program. Mr. Chiminski’s employment agreement entitlesentitled 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 2022,2023, Mr. Chiminski received a premium reimbursement in the amount of $8,775. |
| (G) | Represents contributions we made under our Catalent Cares matching gift program. From time to time, family members of executives may accompany them on a business-related flight aboard a private aircraft. There is no incremental cost to the Company, and therefore no incremental costs are reflected in the amounts above, for the use of such flights by family members of executives.
|
| (7) | We have not included columns reporting any amount as “Change in Pension Value and Nonqualified Deferred Compensation Earnings” because none of our NEOs received or earned any above-market or preferential earnings during the 2020fiscal 2021 to 2022 fiscal years.2023. |
| (8) | The grants awarded to Mr. Castellano in fiscal 2023 were cancelled in accordance with their terms when his employment ended on April 21, 2023. |
| (9) | Mr. Hopson, Dr. Gennadios, and Dr. GennadiosBoerman did not qualify as NEOs in one or more previous years. Accordingly, disclosure of their compensation for such prior years is not required. |
| (10) | The grants awarded to Mr. Fasman in fiscal 2023 were cancelled in accordance with their terms when his employment ended on September 13, 2023. |
| (11) | All outstanding unvested equity-based awards granted to Dr. Boerman, including the awards granted during fiscal 2023 and shown in the table above, will be cancelled in accordance with their terms upon her termination by mutual consent when such negotiations are complete. |
58CATALENT, INC. | 2022 Proxy Statement EXECUTIVE COMPENSATION TABLES 2023 Proxy Statement | CATALENT, INC.57
Fiscal 20222023 Grants of Plan-Based Awards Table | | | | | | | Estimated Possible Payouts
Under Non-Equity Incentive Plan Awards(1) | | | | | | Estimated Future Payments under Equity Incentive Plan Awards(2) | | | All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(3) (#) | | | All Other
Option
Awards:
Number of
Securities
Underlying
Options(4)
(#) | | | Exercise
or Base
Price of
Option
Awards
($/Sh) | | | Grant Date
Fair Value
of Stock
and Option
Awards(5)
($) | | | | | | Estimated Possible Payouts
Under Non-Equity Incentive Plan Awards(1) | | | | | | Estimated Future Payments under Equity Incentive Plan Awards(2) | | | All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(3) (#) | | | All Other
Option
Awards:
Number of
Securities
Underlying
Options(4)
(#) | | | Exercise
or Base
Price of
Option
Awards
($/Sh) | | | Grant Date
Fair Value
of Stock
and Option
Awards(5)
($) | | Name | | Grant
Date | | | Threshold
($) | | | Target
($) | | | Max
($) | | | | | Threshold (#) | | | Target
(#) | | | Max
(#) | | | 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 | | | | - | | | | - | | | | - | | | | | | 10,288 | | | | 20,576 | | | | 41,152 | | | | - | | | | - | | | | - | | | | 2,325,088 | | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | | | 10,659 | | | | 21,318 | | | | 31,977 | | | | - | | | | - | | | | - | | | | 2,325,154 | | | Alessandro Maselli | | | | | | 228,032 | | | | 1,018,000 | | | | 2,036,000 | | | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | - | | | | - | | | | 44,427 | | | | 107.63 | | | | 1,650,019 | | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | - | | | | 10,221 | | | | - | | | | - | | | | 1,100,086 | | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | | | 6,388 | | | | 12,776 | | | | 25,552 | | | | - | | | | - | | | | - | | | | 1,375,081 | | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | | | 6,948 | | | | 13,895 | | | | 20,843 | | | | - | | | | - | | | | - | | | | 1,375,049 | | Thomas Castellano | | | | | 89,600 | | | | 400,000 | | | | 800,000 | | | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | 100,800 | | | | 450,000 | | | | 900,000 | | | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | - | | | | - | | | | 5,495 | | | | 113.00 | | | | 180,016 | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | - | | | | - | | | | 10,097 | | | | 107.63 | | | | 375,003 | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | - | | | | 1,062 | | | | - | | | | - | | | | 120,006 | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | - | | | | 2,323 | | | | - | | | | - | | | | 250,024 | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | | | 664 | | | | 1,328 | | | | 2,656 | | | | - | | | | - | | | | - | | | | 150,064 | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | | | 1,452 | | | | 2,904 | | | | 5,808 | | | | - | | | | - | | | | - | | | | 312,558 | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | | | 688 | | | | 1,376 | | | | 2,064 | | | | - | | | | - | | | | - | | | | 150,080 | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | | | 1,579 | | | | 3,158 | | | | 4,737 | | | | - | | | | - | | | | - | | | | 312,516 | | Steven L. Fasman | | | | | 103,040 | | | | 460,000 | | | | 920,000 | | | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | - | | | | - | | | | 9,158 | | | | 113.00 | | | | 300,016 | | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | - | | | | 1,770 | | | | - | | | | - | | | | 200,010 | | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | | | 1,107 | | | | 2,213 | | | | 4,426 | | | | - | | | | - | | | | - | | | | 250,069 | | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | | | 1,147 | | | | 2,293 | | | | 3,440 | | | | - | | | | - | | | | - | | | | 250,098 | | | | | | 1/3/2022 | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | - | | | | 4,017 | | | | - | | | | - | | | | 500,076 | | | Ricky Hopson | | | | | | 69,440 | | | | 310,000 | | | | 620,000 | | | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | - | | | | - | | | | 2,828 | | | | 107.63 | | | | 105,032 | | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | - | | | | 651 | | | | - | | | | - | | | | 70,067 | | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | | | 407 | | | | 813 | | | | 1,626 | | | | - | | | | - | | | | - | | | | 87,503 | | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | | | 443 | | | | 885 | | | | 1,328 | | | | - | | | | - | | | | - | | | | 87,580 | | Steven L. Fasman(7) | | | | | | 112,000 | | | | 500,000 | | | | 1,000,000 | | | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | - | | | | - | | | | 12,117 | | | | 107.63 | | | | 450,025 | | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | - | | | | 2,788 | | | | - | | | | - | | | | 300,072 | | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | | | 1,743 | | | | 3,485 | | | | 6,970 | | | | - | | | | - | | | | - | | | | 375,091 | | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | | | 1,895 | | | | 3,790 | | | | 5,685 | | | | - | | | | - | | | | - | | | | 375,058 | | | | | | | | | | | | | | | | | | | | | | | | | | | Aristippos Gennadios | | | | | 89,600 | | | | 400,000 | | | | 800,000 | | | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | 112,000 | | | | 500,000 | | | | 1,000,000 | | | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | - | | | | - | | | | 4,579 | | | | 113.00 | | | | 150,008 | | | | 7/01/2022 | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | - | | | | 18,689 | | | | - | | | | - | | | | 2,000,097 | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | - | | | | 885 | | | | - | | | | - | | | | 100,005 | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | - | | | | - | | | | 8,078 | | | | 107.63 | | | | 300,017 | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | | | 554 | | | | 1,107 | | | | 2,214 | | | | - | | | | - | | | | - | | | | 125,091 | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | - | | | | 1,859 | | | | - | | | | - | | | | 200,084 | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | | | 574 | | | | 1,147 | | | | 1,721 | | | | - | | | | - | | | | - | | | | 125,103 | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | | | 1,162 | | | | 2,323 | | | | 4,646 | | | | - | | | | - | | | | - | | | | 250,024 | | | | | 1/3/2022 | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | - | | | | 4,017 | | | | - | | | | - | | | | 500,076 | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | | | 1,264 | | | | 2,527 | | | | 3,791 | | | | - | | | | - | | | | - | | | | 250,072 | | Alessandro Maselli | | | | | 117,230 | | | | 523,346 | | | | 1,046,692 | | | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | - | | | | - | | | | 15,568 | | | | 113.00 | | | | 510,008 | | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | - | | | | 3,009 | | | | - | | | | - | | | | 340,017 | | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | | | 1,881 | | | | 3,762 | | | | 7,524 | | | | - | | | | - | | | | - | | | | 425,106 | | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | | | 1,949 | | | | 3,897 | | | | 5,846 | | | | - | | | | - | | | | - | | | | 425,046 | | | | | | | | | | | | | | | | | | | | | | | | | | | John Chiminski | | | | | | 156,800 | | | | 700,000 | | | | 1,400,000 | | | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | - | | | | 37,165 | | | | - | | | | - | | | | 4,000,069 | | Manja Boerman(8) | | | | | | 89,600 | | | | 400,000 | | | | 800,000 | | | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | - | | | | - | | | | 5,251 | | | | 107.63 | | | | 195,022 | | | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | - | | | | 1,208 | | | | - | | | | - | | | | 130,017 | | | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | | | 755 | | | | 1,510 | | | | 3,020 | | | | - | | | | - | | | | - | | | | 162,521 | | | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | | | 822 | | | | 1,643 | | | | 2,465 | | | | - | | | | - | | | | - | | | | 162,591 | | | | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | | | 9,292 | | | | 18,583 | | | | 37,166 | | | | - | | | | - | | | | - | | | | 2,000,088 | |
| (1) | For each NEO, represents potential cash payments for fiscal 20222023 under our MIP. There was no change to MIP targets during the fiscal year. The target amount reported in this column for Mr. Maselli was converted to U.S. dollars using an exchange rate of 1.3325:1, which represents the average of the monthly rates during fiscal 2022. For fiscal 2022, the payout range for the MIP was 0-200% of target. See the section in our CD&A entitled “Details of Total Direct Compensation Elements—Management Incentive Plan” for a further description of our MIP. |
| (2) | Represents the grant date fair value of the target number ofThe amounts shown reflect PSUs, and for Dr. Boerman, PRSUs, granted to the NEOs during fiscal 2022 under our LTIP with respect to the fiscal 2022-24 performance period.2023. In fiscal 2022,2023, the Compensation Committee continued to set the performance metrics for the PSUs awarded under our LTIP using Adjusted EPS and Relative Return, each of which will apply to 50% of the total PSU value awarded. As such, the PSU awards shownawarded, as reflected in the table above for each grant date represents 50% of the total PSU value awarded.above. The final number of PSUs earned can range from 0-200% of the target number of Adjusted EPS PSUs and 0-150% of the target number of Relative Return PSUs, depending on our achievement against theeach relevant performance metrics thatmetric established by the Compensation Committee established at the beginning of the performance period. The final number of PRSUs granted to Dr. Boerman can range from 0 to 200% of the target based on the future Net Revenue achievement of the BioModalities Division during fiscal 2026. See the section in our CD&A entitled “Details of Total Direct Compensation Elements—Long-Term Incentive Awards” for a further description of our long-term incentive compensation program.
|
58CATALENT, INC. | 2023 Proxy Statement EXECUTIVE COMPENSATION TABLES | (3) | Represents RSUs granted to the NEOs during fiscal 2022.2023. Each NEO received RSUs on July 26, 20212022 under our LTIP as their fiscal 20222023 annual grant. Each of Messrs. Fasman andDr. Gennadios received an additional RSU grantaward on January 3,July 1, 2022 in connection with the announcement of the fiscal 2023 CEO transition.his promotion to Group President, Pharma & Consumer Health. The vesting and settlement terms of the RSUs are described in more detail in the section in our CD&A entitled “Details of Total Direct Compensation Elements—Long-Term Incentive Awards.” |
| (4) | Represents non-qualifiednonqualified stock options granted during fiscal 20222023 under our LTIP. Stock options have an exercise price based on the closing price per share of our common stock on the date of grant, as reported on the NYSE. Each NEO, except for Mr. Chiminski, was granted stock options on July 26, 20212022 under our LTIP as their fiscal 20222023 annual grant. See the section in our CD&A entitled “Details of Total Direct Compensation Elements—Long-Term Incentive Awards” for a further description of our stock option grants. |
| (5) | The values of equity-based grants presented in this table were calculated 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 20222023 Annual Report. The stock price used in each calculation is the closing price per share of our common stock on each respective grant date, as reported on the NYSE. The values of the Adjusted EPS PSU grants reported in this column assume that the awards will vest at their target amounts. |
| (6) | The grants awarded to Mr. Castellano in fiscal 2023 were cancelled in accordance with their terms when his employment ended on April 21, 2023, which also made him ineligible for a bonus under our MIP for fiscal 2023. |
| (7) | The grants awarded to Mr. Fasman in fiscal 2023 were cancelled in accordance with their terms when his employment ended on September 13, 2023. |
| (8) | All outstanding unvested equity-based awards granted to Dr. Boerman, including the awards granted during fiscal 2023 and shown in the table above, will be cancelled in accordance with their terms upon her termination by mutual consent when such negotiations are complete. |
Fiscal 2023 Outstanding Equity Awards at Year-End Table | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards(1) | | | | | Stock Awards | | Name | | Grant | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date(2) | | | | | Number of Shares or Units of Stock That Have Not Vested (#)(3) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | | | Equity
Incentive Plan
Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | | | Equity
Incentive Plan
Awards: Market or
Payout Value
of Unearned
Shares, Units
or Other Rights That Have Not
Vested ($)(4)(5) | | (a) | | Date | | | (b) | | | (c) | | | (e) | | | (f) | | | | | (g) | | | (h) | | | (i) | | | (j) | | Alessandro Maselli | | | 7/26/2022 | | | | - | | | | 44,427 | | | | 107.63 | | | | 7/26/2032 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | - | | | | | | 10,221 | | | | 443,183 | | | | - | | | | - | | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 6,388 | | | | 276,984 | | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 6,948 | | | | 301,265 | | | | | 7/26/2021 | | | | 3,892 | | | | 11,676 | | | | 113.00 | | | | 7/26/2031 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | 3,009 | | | | 130,470 | | | | - | | | | - | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 1,881 | | | | 81,560 | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 1,949 | | | | 84,509 | | | | | 7/30/2020 | | | | 7,696 | | | | 7,699 | | | | 88.10 | | | | 7/30/2030 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | 2,838 | | | | 123,056 | | | | - | | | | - | | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | 3,761 | | | | 163,077 | | | | - | | | | - | | | | | 7/22/2019 | | | | 10,299 | | | | 3,436 | | | | 54.94 | | | | 7/22/2029 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/23/2018 | | | | 10,523 | | | | - | | | | 43.88 | | | | 7/23/2028 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/24/2017 | | | | 10,375 | | | | - | | | | 36.02 | | | | 7/24/2027 | | | | | | - | | | | - | | | | - | | | | - | | | | | | 9/08/2016 | | | | 11,093 | | | | - | | | | 23.89 | | | | 9/8/2026 | | | | | | - | | | | - | | | | - | | | | - | |
EXECUTIVE COMPENSATION TABLES 2022 2023 Proxy Statement | CATALENT, INC.59 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards(1) | | | | | Stock Awards | | Name | | Grant | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date(2) | | | | | Number of Shares or Units of Stock That Have Not Vested (#)(3) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | | | Equity
Incentive Plan
Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | | | Equity
Incentive Plan
Awards: Market or
Payout Value
of Unearned
Shares, Units
or Other Rights That Have Not
Vested ($)(4)(5) | | (a) | | Date | | | (b) | | | (c) | | | (e) | | | (f) | | | | | (g) | | | (h) | | | (i) | | | (j) | | Thomas Castellano(6) | | | 7/26/2021 | | | | 1,373 | | | | - | | | | 113.00 | | | | 7/26/2031 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/30/2020 | | | | 1,692 | | | | - | | | | 88.10 | | | | 7/30/2030 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/22/2019 | | | | 2,698 | | | | - | | | | 54.94 | | | | 7/22/2029 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/23/2018 | | | | 2,806 | | | | - | | | | 43.88 | | | | 7/23/2028 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/24/2017 | | | | 1,730 | | | | - | | | | 36.02 | | | | 7/24/2027 | | | | | | - | | | | - | | | | - | | | | - | | Ricky Hopson | | | 7/26/2022 | | | | - | | | | 2,828 | | | | 107.63 | | | | 7/26/2032 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | - | | | | | | 651 | | | | 28,227 | | | | - | | | | - | | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 407 | | | | 17,648 | | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 443 | | | | 19,208 | | | | | 7/26/2021 | | | | 641 | | | | 1,924 | | | | 113.00 | | | | 7/26/2031 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | 496 | | | | 21,507 | | | | - | | | | - | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 310 | | | | 13,442 | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 321 | | | | 13,919 | | | | | 6/01/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | 3,432 | | | | 148,812 | | | | - | | | | - | | | | | 7/30/2020 | | | | 1,526 | | | | 1,529 | | | | 88.10 | | | | 7/30/2020 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | 563 | | | | 24,412 | | | | - | | | | - | | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | 747 | | | | 32,390 | | | | - | | | | - | | | | | 7/22/2019 | | | | 2,432 | | | | 1,218 | | | | 54.94 | | | | 7/22/2029 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/23/2018 | | | | 2,622 | | | | - | | | | 43.88 | | | | 7/23/2028 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/24/2017 | | | | 1,550 | | | | - | | | | 36.02 | | | | 7/24/2027 | | | | | | - | | | | - | | | | - | | | | - | | Steven L. Fasman(7) | | | 7/26/2022 | | | | - | | | | 12,117 | | | | 107.63 | | | | 7/26/2032 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | - | | | | | | 2,788 | | | | 120,888 | | | | - | | | | - | | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 1,743 | | | | 75,576 | | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 1,895 | | | | 82,167 | | | | | 1/03/2022 | | | | - | | | | - | | | | - | | | | - | | | | | | 4,017 | | | | 174,177 | | | | - | | | | - | | | | | 7/26/2021 | | | | 2,289 | | | | 6,869 | | | | 113.00 | | | | 7/26/2031 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | 1,770 | | | | 76,747 | | | | - | | | | - | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 1,107 | | | | 48,000 | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 1,147 | | | | 49,734 | | | | | 7/30/2020 | | | | 2,155 | | | | 4,311 | | | | 88.10 | | | | 7/30/2030 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | 1,590 | | | | 68,942 | | | | - | | | | - | | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | 2,838 | | | | 123,056 | | | | - | | | | - | | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | 2,107 | | | | 91,360 | | | | - | | | | - | | | | | 7/22/2019 | | | | 3,311 | | | | 3,311 | | | | 54.94 | | | | 7/22/2029 | | | | | | - | | | | - | | | | - | | | | - | | | | | | 7/23/2018 | | | | 3,802 | | | | - | | | | 43.88 | | | | 7/23/2028 | | | | | | - | | | | - | | | | - | | | | - | |
Fiscal 2022 Outstanding Equity-Based Awards at Year-End Table
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards(1) | | | | | Stock Awards | | Name | | Grant | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date(2) | | | | | Number of Shares or Units of Stock That Have Not Vested (#)(3) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | | | Equity
Incentive Plan
Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | | | Equity
Incentive Plan
Awards: Market or
Payout Value
of Unearned
Shares, Units
or Other Rights That Have Not
Vested ($)(4)(5) | | (a) | | Date | | | (b) | | | (c) | | | (e) | | | (f) | | | | | (g) | | | (h) | | | (i) | | | (j) | | John Chiminski | | | 7/26/2021 | | | | - | | | | 85,165 | | | | 113.00 | | | | 7/26/2031 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | 16,461 | | | | 1,766,101 | | | | - | | | | - | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 41,152 | | | | 4,415,198 | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 31,977 | | | | 3,430,812 | | | | | 7/30/2020 | | | | 27,940 | | | | 83,822 | | | | 88.10 | | | | 7/30/2030 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | 20,602 | | | | 2,210,389 | | | | - | | | | - | | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 51,504 | | | | 5,525,864 | | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 33,431 | | | | 3,586,812 | | | | | 7/22/2019 | | | | 32,374 | | | | 64,749 | | | | 54.94 | | | | 7/22/2029 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/22/2019 | | | | - | | | | - | | | | - | | | | - | | | | | | 24,027 | | | | 2,577,857 | | | | - | | | | - | | | | | 7/22/2019 | | | | - | | | | - | | | | - | | | | - | | | | | | 60,066 | | | | 6,444,481 | | | | - | | | | - | | | | | 7/22/2019 | | | | - | | | | - | | | | - | | | | - | | | | | | 39,209 | | | | 4,206,734 | | | | - | | | | - | | | | | 7/23/2018 | | | | - | | | | 34,638 | | | | 43.88 | | | | 7/23/2028 | | | | | | - | | | | - | | | | - | | | | - | | Thomas Castellano | | | 7/26/2021 | | | | - | | | | 5,495 | | | | 113.00 | | | | 7/26/2031 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | 1,062 | | | | 113,942 | | | | - | | | | - | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 2,656 | | | | 284,962 | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 2,064 | | | | 221,447 | | | | | 6/1/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | 2,451 | | | | 262,968 | | | | - | | | | - | | | | | 1/27/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | 4,565 | | | | 489,779 | | | | - | | | | - | | | | | 7/30/2020 | | | | 846 | | | | 2,541 | | | | 88.10 | | | | 7/30/2030 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | 625 | | | | 67,056 | | | | - | | | | - | | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 1,562 | | | | 167,587 | | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 1,014 | | | | 108,792 | | | | | 7/22/2019 | | | | 1,349 | | | | 2,698 | | | | 54.94 | | | | 7/22/2029 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/22/2019 | | | | - | | | | - | | | | - | | | | - | | | | | | 1,002 | | | | 107,505 | | | | - | | | | - | | | | | 7/22/2019 | | | | - | | | | - | | | | - | | | | - | | | | | | 2,504 | | | | 268,654 | | | | - | | | | - | | | | | 7/22/2019 | | | | - | | | | - | | | | - | | | | - | | | | | | 1,635 | | | | 175,419 | | | | - | | | | - | | | | | 7/23/2018 | | | | 1,403 | | | | 1,403 | | | | 43.88 | | | | 7/23/2028 | | | | | | - | | | | - | | | | - | | | | - | | | | | | 7/24/2017 | | | | 1,730 | | | | - | | | | 36.02 | | | | 7/24/2027 | | | | | | - | | | | - | | | | - | | | | - | |
60CATALENT, INC. | 20222023 Proxy Statement EXECUTIVE COMPENSATION TABLES | | | | | | | Option Awards(1) | | | | Stock Awards | | | | | | Option Awards(1) | | | | Stock Awards | | Name | | Grant | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date(2) | | | Number of Shares or Units of Stock That Have Not Vested (#)(3) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | | | Equity
Incentive Plan
Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | | | Equity
Incentive Plan
Awards: Market or
Payout Value
of Unearned
Shares, Units
or Other Rights That Have Not
Vested ($)(4)(5) | | | Grant | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date(2) | | | Number of Shares or Units of Stock That Have Not Vested (#)(3) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | | | Equity
Incentive Plan
Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | | | Equity
Incentive Plan
Awards: Market or
Payout Value
of Unearned
Shares, Units
or Other Rights That Have Not
Vested ($)(4)(5) | | (a) | | Date | | | (b) | | | (c) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | | (j) | | | Date | | | (b) | | | (c) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | | (j) | | Steven L. Fasman | | | 1/3/2022 | | | | - | | | | - | | | | - | | | | - | | | | | | 4,017 | | | | 430,984 | | | | - | | | | - | | | Aristippos Gennadios | | | | 7/26/2022 | | | | - | | | | 8,078 | | | | 107.63 | | | | 7/26/2032 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/26/2021 | | | | - | | | | 9,158 | | | | 113.00 | | | | 7/26/2031 | | | | | | - | | | | - | | | | - | | | | - | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | - | | | | | | 1,859 | | | | 80,606 | | | | - | | | | - | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | 1,770 | | | | 189,903 | | | | - | | | | - | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 1,162 | | | | 50,384 | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 4,426 | | | | 474,866 | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 1,264 | | | | 54,807 | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 3,440 | | | | 369,078 | | | | 7/01/2022 | | | | - | | | | - | | | | - | | | | - | | | | | | 18,689 | | | | 810,355 | | | | - | | | | - | | | | | 7/30/2020 | | | | - | | | | 6,466 | | | | 88.10 | | | | 7/30/2030 | | | | | | - | | | | - | | | | - | | | | - | | | | 1/03/2022 | | | | - | | | | - | | | | - | | | | - | | | | | | 4,017 | | | | 174,177 | | | | - | | | | - | | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | 1,590 | | | | 170,591 | | | | - | | | | - | | | | 7/26/2021 | | | | 1,144 | | | | 3,435 | | | | 113.00 | | | | 7/26/2031 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | 2,838 | | | | 304,489 | | | | - | | | | - | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | 885 | | | | 38,374 | | | | - | | | | - | | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 3,974 | | | | 426,370 | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 554 | | | | 24,021 | | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 2,580 | | | | 276,808 | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 574 | | | | 24,889 | | | | | 7/22/2019 | | | | - | | | | 6,622 | | | | 54.94 | | | | 7/22/2029 | | | | | | - | | | | - | | | | - | | | | - | | | | 7/30/2020 | | | | 3,078 | | | | 3,080 | | | | 88.10 | | | | 7/30/2030 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/22/2019 | | | | - | | | | - | | | | - | | | | - | | | | | | 2,458 | | | | 263,719 | | | | - | | | | - | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | 1,136 | | | | 49,257 | | | | - | | | | - | | | | | 7/22/2019 | | | | - | | | | - | | | | - | | | | - | | | | | | 6,144 | | | | 659,190 | | | | - | | | | - | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | 1,505 | | | | 65,257 | | | | - | | | | - | | | | | 7/22/2019 | | | | - | | | | - | | | | - | | | | - | | | | | | 4,011 | | | | 430,340 | | | | - | | | | - | | | | 7/22/2019 | | | | 6,621 | | | | 2,209 | | | | 54.94 | | | | 7/22/2029 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/22/2019 | | | | - | | | | - | | | | - | | | | - | | | | | | 4,551 | | | | 488,277 | | | | - | | | | - | | | | 7/23/2018 | | | | 10,523 | | | | - | | | | 43.88 | | | | 7/23/2028 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/23/2018 | | | | - | | | | 3,802 | | | | 43.88 | | | | 7/23/2028 | | | | | | - | | | | - | | | | - | | | | - | | | | 7/24/2017 | | | | 3,243 | | | | - | | | | 36.02 | | | | 7/24/2027 | | | | | | - | | | | - | | | | - | | | | - | | Aristippos Gennadios | | | 1/3/2022 | | | | - | | | | - | | | | - | | | | - | | | | | | 4,017 | | | | 430,984 | | | | - | | | | - | | | John Chiminski | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | - | | | | | | 37,165 | | | | 1,611,474 | | | | - | | | | - | | | | | 7/26/2021 | | | | - | | | | 4,579 | | | | 113.00 | | | | 7/26/2031 | | | | | | - | | | | - | | | | - | | | | - | | | | 7/26/2021 | | | | 21,291 | | | | 63,874 | | | | 113.00 | | | | 7/26/2031 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | 885 | | | | 94,952 | | | | - | | | | - | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | 16,461 | | | | 713,749 | | | | - | | | | - | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 2,214 | | | | 237,540 | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 6,859 | | | | 297,406 | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 1,721 | | | | 184,646 | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 7,107 | | | | 308,160 | | | | | 7/30/2020 | | | | 1,539 | | | | 4,619 | | | | 88.10 | | | | 7/30/2030 | | | | | | - | | | | - | | | | - | | | | - | | | | 7/30/2020 | | | | 55,880 | | | | 55,882 | | | | 88.10 | | | | 7/30/2030 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | 1,136 | | | | 121,881 | | | | - | | | | - | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | 20,602 | | | | 893,303 | | | | - | | | | - | | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 2,838 | | | | 304,489 | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | 27,298 | | | | 1,183,641 | | | | - | | | | - | | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 1,842 | | | | 197,628 | | | | 7/22/2019 | | | | 64,748 | | | | 32,375 | | | | 54.94 | | | | 7/22/2029 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/22/2019 | | | | 4,414 | | | | 4,416 | | | | 54.94 | | | | 7/22/2029 | | | | | | - | | | | - | | | | - | | | | - | | | | 7/23/2018 | | | | 34,638 | | | | - | | | | 43.88 | | | | 7/23/2028 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/22/2019 | | | | - | | | | - | | | | - | | | | - | | | | | | 1,639 | | | | 175,848 | | | | - | | | | - | | | | | | 7/22/2019 | | | | - | | | | - | | | | - | | | | - | | | | | | 4,096 | | | | 439,460 | | | | - | | | | - | | | | | | 7/22/2019 | | | | - | | | | - | | | | - | | | | - | | | | | | 2,675 | | | | 287,001 | | | | - | | | | - | | | | | | 7/23/2018 | | | | 7,890 | | | | 2,633 | | | | 43.88 | | | | 7/23/2028 | | | | | | - | | | | - | | | | - | | | | - | | | | | | | 7/24/2017 | | | | 3,243 | | | | - | | | | 36.02 | | | | 7/24/2027 | | | | | | - | | | | - | | | | - | | | | - | | |
EXECUTIVE COMPENSATION TABLES 2022 2023 Proxy Statement | CATALENT, INC.61 | | | | | | | Option Awards(1) | | | | Stock Awards | | | | | | Option Awards(1) | | | | Stock Awards | | Name | | Grant | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date(2) | | | Number of Shares or Units of Stock That Have Not Vested (#)(3) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | | | Equity
Incentive Plan
Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | | | Equity
Incentive Plan
Awards: Market or
Payout Value
of Unearned
Shares, Units
or Other Rights That Have Not
Vested ($)(4)(5) | | | Grant | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date(2) | | | Number of Shares or Units of Stock That Have Not Vested (#)(3) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | | | Equity
Incentive Plan
Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | | | Equity
Incentive Plan
Awards: Market or
Payout Value
of Unearned
Shares, Units
or Other Rights That Have Not
Vested ($)(4)(5) | | (a) | | Date | | | (b) | | | (c) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | | (j) | | | Date | | | (b) | | | (c) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | | (j) | | Alessandro Maselli | | | 7/26/2021 | | | | - | | | | 15,568 | | | | 113.00 | | | | 7/26/2031 | | | | | | - | | | | - | | | | - | | | | - | | | Manja Boerman(8) | | | | 7/26/2022 | | | | - | | | | 5,251 | | | | 107.63 | | | | 7/26/2032 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | 3,009 | | | | 322,836 | | | | - | | | | - | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | - | | | | | | 1,208 | | | | 52,379 | | | | - | | | | - | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 7,524 | | | | 807,250 | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 755 | | | | 32,737 | | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 5,846 | | | | 627,217 | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 822 | | | | 35,642 | | | | | 7/30/2020 | | | | 3,848 | | | | 11,547 | | | | 88.10 | | | | 7/30/2030 | | | | | | - | | | | - | | | | - | | | | - | | | | 7/26/2022 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 18,583 | | | | 805,759 | | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | 2,838 | | | | 304,489 | | | | - | | | | - | | | | 1/03/2022 | | | | - | | | | - | | | | - | | | | - | | | | | | 4,017 | | | | 174,177 | | | | - | | | | - | | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 7,096 | | | | 761,330 | | | | 7/26/2021 | | | | 1,144 | | | | 3,435 | | | | 113.00 | | | | 7/26/2031 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 4,605 | | | | 494,070 | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | 885 | | | | 38,374 | | | | - | | | | - | | | | | 7/22/2019 | | | | 6,866 | | | | 6,869 | | | | 54.94 | | | | 7/22/2029 | | | | | | - | | | | - | | | | - | | | | - | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 554 | | | | 24,021 | | | | | 7/22/2019 | | | | - | | | | - | | | | - | | | | - | | | | | | 2,549 | | | | 273,482 | | | | - | | | | - | | | | 7/26/2021 | | | | - | | | | - | | | | - | | | | - | | | | | | - | | | | - | | | | 574 | | | | 24,889 | | | | | 7/22/2019 | | | | - | | | | - | | | | - | | | | - | | | | | | 6,372 | | | | 683,652 | | | | - | | | | - | | | | 7/30/2020 | | | | 3,078 | | | | 3,080 | | | | 88.10 | | | | 7/30/2030 | | | | | | - | | | | - | | | | - | | | | - | | | | | 7/22/2019 | | | | - | | | | - | | | | - | | | | - | | | | | | 4,160 | | | | 446,326 | | | | - | | | | - | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | 1,136 | | | | 49,257 | | | | - | | | | - | | | | | 7/23/2018 | | | | 7,890 | | | | 2,633 | | | | 43.88 | | | | 7/23/2028 | | | | | | - | | | | - | | | | - | | | | - | | | | 7/30/2020 | | | | - | | | | - | | | | - | | | | - | | | | | | 1,505 | | | | 65,257 | | | | - | | | | - | | | | | 7/24/2017 | | | | 10,375 | | | | - | | | | 36.02 | | | | 7/24/2027 | | | | | | - | | | | - | | | | - | | | | - | | | | 12/2/2019 | | | | 6,333 | | | | 2,112 | | | | 51.43 | | | | 12/2/2029 | | | | | | - | | | | - | | | | - | | | | - | | | | | | 9/8/2016 | | | | 11,093 | | | | - | | | | 23.89 | | | | 9/8/2026 | | | | | | - | | | | - | | | | - | | | | - | | |
| (1) | The number of outstanding time-based options vested and exercisable is reported in column (b). Unvested outstanding time-based options are reported in column (c) and ordinarily become vested pursuantscheduled to the vesting schedule for time-based options described in the section in our CD&A entitled “Details of Total Direct Compensation Elements—Long-Term Incentive Awards.” All vesting of currently unvested time-based options granted to the NEOs occursvest on the applicable anniversaryanniversaries of the respective grant date. Three quarters of the time-baseddates. Options granted prior to fiscal 2023 for which a portion vested during fiscal 2023 are as follows: options granted to each of the NEOs in fiscal 2019 have vested, July 23, 2018—25% on each of July 23, 2019, 2020, 2021 and 2021. Half of the time-based2022; options granted to each of the NEOs in fiscal 2020 have vested, July 22, 2019—25% on each of July 22, 2020, 2021 and 2021. The first 25% of the time-based2022; options granted toJuly 30, 2020—25% on each of the NEOs in fiscalJuly 30, 2021 vestedand 2022; options granted July 26, 2021—25% on July 30, 2021.26, 2022. All other options shown above were fully vested prior to the start of fiscal 2023. As described in the section of this Proxy Statement entitled “Fiscal 20222023 Potential Payments Upon Employment Termination or Change in Control Tables,” the vesting of all or a portion of each option grant may vest earlier in connection withpotentially differ from the normal vesting schedule due to a change of control of our company or certain terminations of employment.
|
| (2) | EachThe expiration datedates shown isrepresent the tenth10-year anniversary of theeach respective grant date. Options may terminate earlier inunder certain circumstances, such as in connection with an NEO’s termination of employment or in connection with certain corporate transactions, including a change of control of our company.
|
| (3) | The figures reportedamounts shown for Mr. Chiminski consistall of our NEOs include RSUs vestingscheduled to vest on July 22, 2022, July 30, 2023, and July 26, 2024. The figures reported for Mr. Castellano consist of RSUs vesting on July 22, 2022, July 30, 2023, January 27, 2024, June 1, 2024, and July 26, 2024. The figures reported for Mr. Fasman consist of RSUs vesting on July 22, 2022, July 30, 2023, July 26, 2024 and January 3, 2025. The figures reported for Dr. Gennadios consist of RSUs vesting on July 22, 2022, July 30, 2023, July 26, 2024, and January 3, 2025. The figures reported for2025, with additional RSUs granted to the following NEOs as follows: Mr. Maselli consist of RSUs vesting on July 22, 2022, Hopson—June 1, 2024; Mr. Fasman—July 30, 2023 and January 3, 2025; Dr. Gennadios—January 3, 2025 and July 26, 2024. Each RSU grant vests1, 2025; Dr. Boerman—January 3, 2025. Unvested RSUs are scheduled to vest on the third anniversary of theeach respective grant date. |
The amounts shown also include PSUs granted on July 22, 201930, 2020 that were earned as of the end of the three-year performance period ending on June 30, 20222023 and vested on August 24, 2022,December 8, 2023, the date the Compensation Committee certified the attainment of actual performance levels achieved relative to the establishedpre-determined Adjusted EPS performance targets. No portion of the PSUs granted on July 30, 2020 were earned based on performance relative to pre-determined Relative Return performance targets. As described in the section of the Proxy Statement entitled “Fiscal 20222023 Potential Payments Upon Employment Termination or Change in Control,” all or a portion of the RSUs or PSUs Stock may vest earlier in connection with a change of control of our company or certain terminations of employment. | (4) | Shares/units are valued based on the $107.29$43.36 closing price per share of our common stock on June 30, 2022,2023, as reported on the NYSE. |
| (5) | The number of shares and payout values reported representinclude PSUs based on achieving the maximum possiblethreshold payout percentages, 200% for Adjusted EPS PSUs and 150% for Relative Return for PSUs that vest at the end of the respective three-year performance periods ending on June 30, 20232024 and June 30, 2024.2025. Due to Mr. Chiminski’s retirement on June 30, 2023, the number and payout values reported for his July 26, 2021 PSUs represent the pro-rated number of units outstanding for the time he was an active employee during the three-year performance period. The number and payout values reported for Dr. Boerman also include PRSUs granted on July 26, 2022 based on achieving the target payout percentage. Actual PSU payout levels will be determined by the Compensation Committee following the end of each applicable performance period, based on actual performance levels achieved relative to the performance targets. Vesting of each grant is based on a three-year performance period beginning with the fiscal year in which such grant is made.made, based on actual performance levels achieved relative to the pre-determined performance targets. The actual payout level of PRSUs granted to Dr. Boerman are designed to reflect actual performance of the BioModalities Division during fiscal 2026 relative to the pre-determined performance target. However, all outstanding unvested equity-based awards granted to Dr. Boerman, including the awards granted during fiscal 2023, will be cancelled in accordance with their terms upon her termination by mutual consent when such negotiations are complete. |
| (6) | Mr. Castellano’s employment ended on April 21, 2023. As a result of his departure, all of his outstanding unvested awards were immediately forfeited. In addition, Mr. Castellano had the right to exercise all of his 10,299 vested stock options within 90 days of his departure. |
| (7) | Mr. Fasman’s employment ended on September 13, 2023. As a result of his departure, all of his outstanding unvested awards were immediately forfeited. In addition, Mr. Fasman has the right to exercise all vested stock options within 90 days of his departure. |
| (8) | Dr. Boerman was offered “garden leave” for the entirety of the six months’ notice period under her employment agreement while we continue to negotiate the terms of her separation. All of her outstanding unvested awards will be forfeited based on the existing terms of the awards, in connection with her termination by mutual consent when such negotiations are complete. Dr. Boerman will have the right to exercise all vested stock options within 90 days of her separation. |
62CATALENT, INC. | 20222023 Proxy Statement EXECUTIVE COMPENSATION TABLES Fiscal 20222023 Option Exercises and Stock Vested Table | | | | Option Awards | | | | | | Stock Awards | | | Option Awards | | | | | | Stock Awards | | | Name | | Number of
Shares
Acquired on
Exercise (#) | | | Value Realized
on Exercise ($)(1) | | | | | Number of
Shares
Acquired on
Vesting (#)(2) | | | Value Realized
on Vesting ($) | | | Number of
Shares
Acquired on
Exercise (#) | | | Value Realized
on Exercise ($) | | | | | Number of
Shares
Acquired on
Vesting (#)(1) | | | Value Realized
on Vesting ($)(2) | | | John Chiminski | | | 75,838 | | | | 6,940,138 | | | | | | 132,424 | | | | 16,875,683 | | | Alessandro Maselli | | | | - | | | | - | | | | | | 13,081 | | | | 1,355,829 | | | Thomas Castellano | | | - | | | | - | | | | | | 5,367 | | | | 683,960 | | | | - | | | | - | | | | | | 5,141 | | | | 532,859 | | | Ricky Hopson | | | | - | | | | - | | | | | | 6,256 | | | | 560,623 | | | Steven L. Fasman | | | 17,259 | | | | 1,338,224 | | | | | | 14,529 | | | | 1,851,528 | | | | - | | | | - | | | | | | 17,164 | | | | 1,797,055 | | | Aristippos Gennadios | | | - | | | | - | | | | | | 10,060 | | | | 1,282,008 | | | | - | | | | - | | | | | | 8,410 | | | | 871,687 | | | Alessandro Maselli | | | - | | | | - | | | | | | 10,060 | | | | 1,282,008 | | | John Chiminski | | | | - | | | | - | | | | | | 123,302 | | | | 12,780,095 | | | Manja Boerman | | | | - | | | | - | | | | | | 11,136 | | | | 912,408 | |
| (1) | We reportRepresents the valuevesting during fiscal 2023 of RSU and PSU grants awarded for the fiscal 2020-22 LTIP performance period. In addition to this vesting, the following awards also vested: Mr. Hopson’s January 22, 2020 retention grant of 1,620 RSUs, which vested on January 22, 2023; Mr. Fasman’s July 22, 2019 recognition-related award of 4,551 RSUs which vested on July 22, 2022; and Dr. Boerman’s April 29, 2020 promotion-related grant of 2,904 RSUs which vested on April 29, 2023.
|
| (2) | Value realized on exercise as the difference between the fair market value of the shares acquired on exercise, as determined byreflects (i) the closing price per share of our common stock on the exercisevesting date, multiplied by (ii) the number of RSUs or PSUs, as reported on the NYSE, and the exercise price of the stock option. As a result, the value realized on exercise does not make any adjustment for those shares forfeited to us by the option holder in order to pay (a) the exercise price or (b) the amount of withholding tax due from the option holder upon exercise, pursuant to the “cashless” exercise provisions of the plan under which each stock option was granted.applicable, that vested. |
(2) | Represents the vesting during fiscal 2022 of RSU, Restricted Stock, PSU, and Performance Share grants awarded for the fiscal 2019-21 LTIP performance period.
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Fiscal 2022 Non-Qualified2023 Nonqualified Deferred Compensation Table | | Name | | Executive
Contributions
in Last FY
($)(1) | | | Registrant
Contributions
in Last FY
($)(2) | | | Aggregate
Earnings
in Last FY
($)(3) | | Aggregate
Withdrawals/
Distributions
($) | | | Aggregate
Balance
at Last FYE
($)(4) | | | Executive
Contributions
in Last FY
($)(1) | | | Registrant
Contributions
in Last FY
($)(2) | | | Aggregate
Earnings
in Last FY
($)(3) | | | Aggregate
Withdrawals/
Distributions
($) | | | Aggregate
Balance
at Last FYE
($)(4) | | | | John Chiminski | | | 995,625 | | | | 92,250 | | | | (1,194,388 | ) | | | - | | | | 6,278,798 | | | | Alessandro Maselli(5) | | | | - | | | | - | | | | - | | | | - | | | | - | | | | Thomas Castellano | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | Ricky Hopson | | | | 123,700 | | | | 23,386 | | | | 60,360 | | | | - | | | | 593,774 | | | | Steven L. Fasman | | | 36,000 | | | | 18,000 | | | | (43,235 | ) | | | - | | | | 243,002 | | | | 37,448 | | | | 18,724 | | | | 28,532 | | | | - | | | | 327,706 | | | | Aristippos Gennadios | | | 61,225 | | | | 30,612 | | | | (173,725 | ) | | | - | | | | 1,014,869 | | | | 70,127 | | | | 35,063 | | | | 151,802 | | | | - | | | | 1,271,889 | | | | Alessandro Maselli(5) | | | - | | | | - | | | | - | | | | - | | | | - | | | | John Chiminski | | | | 911,327 | | | | 78,114 | | | | 731,608 | | | | - | | | | 7,999,846 | | | | Manja Boerman | | | | - | | | | - | | | | - | | | | - | | | | - | |
| (1) | Represents (a) salary deferrals during fiscal 2022,2023, included in the amounts reported, as applicable, for fiscal 20222023 under “Salary” in the Summary Compensation Table and (b) fiscal 20212022 bonus deferrals that otherwise would have been payable during fiscal 2022,2023, included in the amounts reported in the Summary Compensation Table for fiscal 2021,2022, as applicable, under “Non-Equity“Non-Equity Incentive Plan Compensation.” Each NEO’s deferral amount during fiscal 20222023 is summarized below. |
| | Name | | Fiscal 2021 Bonus
Deferral ($) | | | Fiscal 2022 Salary
Deferral
($) | | | | | | Fiscal 2022 Bonus
Deferral ($) | | | Fiscal 2023 Salary
Deferral
($) | | | | | | | John Chiminski | | | 700,000 | | | | 295,625 | | | | | | Alessandro Maselli | | | | - | | | | - | | | | | | Thomas Castellano | | | - | | | | - | | | | | | - | | | | - | | | | | | Ricky Hopson | | | | 80,114 | | | | 43,586 | | | | | | Steven L. Fasman | | | - | | | | 36,000 | | | | | | - | | | | 37,448 | | | | | | Aristippos Gennadios | | | 32,079 | | | | 29,146 | | | | | | 34,334 | | | | 35,793 | | | | | | Alessandro Maselli | | | - | | | | - | | | | | | John Chiminski | | | | 661,784 | | | | 249,543 | | | | | | Manja Boerman | | | | - | | | | - | | | |
EXECUTIVE COMPENSATION TABLES 2023 Proxy Statement | CATALENT, INC.63 | (2) | The amounts reported for Messrs. Hopson, Fasman, Chiminski and Fasman and Dr. Gennadios are reported as compensation for fiscal 20222023 under “All Other Compensation” in the Summary Compensation Table. |
| (3) | The amounts reported in this column are not considered compensationabove-market or preferential earnings thus not reportable in the Summary Compensation Table. |
| (4) | Includes amounts previously reported as compensation in the “Salary,“Salary,” “Non-Equity“Non-Equity Incentive Plan Compensation,” and “All Other Compensation” columns in the Summary Compensation Table in prior years. |
| (5) | Mr.Messrs. Maselli is ineligible toand Castellano did not participate in our plan for U.K.-based executives as he is a registered director of the entity that sponsors the plan, and he isDeferred Compensation Plan during fiscal 2023. Dr. Boerman was ineligible to participate in our U.S.-based plan as heshe was an expatriate employee during fiscal 2022.2023.
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EXECUTIVE COMPENSATION TABLES 2022 Proxy Statement | CATALENT, INC.63
Deferred Compensation We provide certain of our U.S.- and U.K.-based executives, including our U.S.- and U.K.-based NEOs, with the opportunity to participate in the Deferred Compensation Plan, which allows participating executives to defer receipt of a portion of their compensation. Deferrals occur and may be invested notionally on a pre-tax basis, in addition to the amounts that the executive is allowed to contribute to our tax-qualified 401(k) and U.K. pension plans. Deferred Compensation Plan participants may elect to defer up to 80% of base salary, commissions (not applicable to NEOs), and MIP bonus. In addition, U.S.-based executives may elect to defer their PSU and RSU grants. 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.service to the Company. Participants in the Deferred Compensation Plan may elect from a variety of payout options under the plan, including lump-sum or installment payments, with the timing depending on the form selected at the time of the deferral election. 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 available under the plan. Participants are able to make changes to their investment elections on a daily basis. The accounts of U.S.-based participants in the prior version of the Deferred Compensation Plan that are paid out in a lump-sum cash payment are paid on the 15th day of the month immediately following the month that includes the six-month anniversary of the participant’s separation from our service (other than due to death) (“separation” as defined by Section 409A of the Code). In the event of the death of a participant prior to the commencement of the distribution of benefits under the plan, such benefits will be paid no later than the later of (x) December 31 of the year in which the participant’s death occurs and (y) the 90th day following the date of the participant’s death. The accounts for U.K.-based participants are paid in a lump sum cash payment in the next available paycheck following the elected distribution date. A U.S.-based participant in the Deferred Compensation Plan may also elect to receive a payout in annual installments over a period of five or ten years after the participant’s separation from service (including death), although, notwithstanding any such election, the participant’s account will be paid in a lump-sum cash payment in connection with a participant’s separation from service within two years following a change of control. The Deferred Compensation Plan also permits participants to receive a distribution in connection with an unforeseeable emergency, in accordance with the requirements of Section 409A of the Code. A U.K.-based participant receives a lump sum payout of all outstanding cash deferrals six months after the participant’s separation from service. Cash and equity deferrals, employer contributions, and applicable gains are held in a “rabbi trust.” Rabbi trust assets are ultimately controlled by us, permitting participants to defer recognition of income for tax purposes on the amounts deferred until they are paid in accordance with their elections. Our U.S.- and U.K.-based directors can also participate in the Deferred Compensation Plan by deferring receipt of their cash retainers, though they are not provided a matching contribution.
64CATALENT, INC. | 20222023 Proxy Statement EXECUTIVE COMPENSATION TABLES Fiscal 20222023 Potential Payments upon Employment Termination or Change of Control Tables POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL—JOHN CHIMINSKIExcept in the case of Messrs. Castellano and Chiminski, the tables below set out what the specified NEOs would have received assuming a termination of employment effective as of June 30, 2023. With respect to Mr. Castellano, the table below sets out the actual payments that Mr. Castellano was contractually entitled to receive, which includes a severance payment equal to the sum of his annual base salary and target annual bonus, payment for any unused paid-time-off days accrued in fiscal 2023, and the right to exercise all vested stock options within 90 days of his departure, in each case, as a result of his termination without “cause” effective April 21, 2023. With respect to Mr. Chiminski, all of his outstanding equity awards will continue to vest and he continues to be eligible to receive financial planning reimbursements for one-year following his departure as a result of his retirement on June 30, 2023 in accordance with the policy approved by the Compensation Committee for all members of the Executive Leadership Team following their retirement from the Company.
ALESSANDRO MASELLI (CEO) | | | | | | | | | | | | | | | | | | Triggering Event | | Value of Option/RSU/PSU/ Restricted Stock/ Performance Share Acceleration ($)(1) | | | Value of Base Salary and Bonus Payments
($)(2) | | | Value of Continued Benefits Participation ($)(3) | | | Total
($) | | Death or Disability(4) | | | 29,424,501 | | | | 1,350,000 | | | | - | | | | 30,774,501 | | Termination by Us Without Cause or By Mr. Chiminski for Good Reason | | | - | | | | 6,200,000 | | | | 33,647 | | | | 6,233,647 | | Termination by Us Without Cause Within 18 Months Following a Change of Control (assuming awards have been assumed, continued, or substituted) | | | 29,424,501 | | | | 6,200,000 | | | | 33,647 | | | | 35,658,148 | | Retirement(5) | | | 24,701,274 | | | | - | | | | - | | | | 24,701,274 | |
| | | | | | | | | | | | | | | | | | Triggering Event | | Value of Option/RSU/PSU/ Restricted Stock/ Performance Share Acceleration ($)(1) | | | Value of Base Salary and Bonus Payments
($)(2) | | | Value of Continued Benefits Participation ($)(3) | | | Total
($) | | Death or Disability(4) | | | 2,472,214 | | | | 1,018,000 | | | | - | | | | 3,490,214 | | Termination by Us Without Cause or By Mr. Maselli for Good Reason | | | - | | | | 4,904,000 | | | | 36,670 | | | | 4,940,670 | | Termination by Us Without Cause Within 2 Years Following a Change of Control (assuming awards have been assumed, continued, or substituted) | | | 1,604,103 | | | | 4,904,000 | | | | 36,670 | | | | 6,544,773 | | Termination by Us For Cause or By Mr. Maselli without Good Reason | | | - | | | | - | | | | - | | | | - | |
| (1) | Amounts reported for a termination by us without cause within 18 months following a change of control (assuming awards have been assumed, continued, or substituted) represent accelerated vesting of unvested equity-based awards and reflect (a) the “spread” value of the options, equal to $0 per share for 44,427 options (same in the 85,165case of death) granted on July 26, 2022 (award is underwater as of June 30, 2023 and has no value), $0 per share for 11,676 options (same in the case of death) granted on July 26, 2021 (award is underwater as of June 30, 20222023 and has no value), $19.19$0 per share for 83,8227,699 options (same in the case of death) granted on July 30, 2020 $52.35(award is underwater as of June 30, 2023 and has no value), and $0 per share for 64,7493,436 options (same in the case of death), granted on July 22, 2019 (award is underwater as of June 30, 2023 and $63.41 per share for 34,638 options granted on July 23, 2018,has no value), in each case representing the difference between the $107.29$43.36 closing price per share of our common stock on June 30, 2022,2023, as reported on the NYSE (the “Fiscal 20222023 Closing Price”), and the exercise price of the option; and (b) 16,46110,221 RSUs (same in the case of death), granted on July 26, 2022, 3,009 RSUs granted (same in the case of death) on July 26, 2021 2,838 RSUs (same in the case of death), granted on July 30, 2020, 3,761 PSUs (Adjusted EPS) (3,548 in the case of death) and 0 PSUs (Relative Return) (3,070 in the case of death) granted on July 30, 2020, 1,881 PSUs (Adjusted EPS) (3,762 in the case of death) and 1,949 PSUs (Relative Return) (3,897 in the case of death) granted on July 26, 2021, 20,602 RSUs granted on July 30, 2020, 24,027 RSUs granted on July 22, 2019, 30,033and 6,388 PSUs (Adjusted EPS) (same(12,776 in the case of retirement)death) and 26,1396,948 PSUs (Relative Return) (same(13,895 in the case of retirement) granted on July 22, 2019, 25,752 PSUs (Adjusted EPS) (17,145 in the case of retirement) and 22,287 PSUs (Relative Return) (14,838 in the case of retirement) granted on July 30, 2020, and 20,576 PSUs (Adjusted EPS) (6,840 in the case of retirement) and 21,318 PSUs (Relative Return) (7,087 in the case of retirement)death) granted on July 26, 2021, valued at2022, multiplied by the Fiscal 20222023 Closing Price. |
| | AmountsThe amount reported also assume thatfor Mr. Maselli for (i) termination by us without cause within 18 months following a change of control (assuming awards have been assumed, continued, or substituted), take into account future performance as disclosed in the PSUs vest“Fiscal 2023 Outstanding Equity Awards at target;Year-End” and accompanying footnote in this Proxy Statement; however, the number of Relative Return PSUs that vest in connection with a change of control may vary based on when a change of control occurs during a performance period.
|
| Distribution of shares underlying PSUs are accelerated upon termination due to death. In the event Mr. Maselli meets the requirements of retirement,disability under the number of PSUs that vest is pro-rated based on the portionterms of the PSU awards, the shares underlying the PSUs remain subject to adjustment and will be distributed following the end of each relevant performance period during which Mr. Chiminski is actively employed.based on final performance measured against the relevant pre-determined metrics for each award. The amounts shown above in the “Option/RSU/PSU/Restricted Stock/Performance Shares Acceleration” column in the event of termination due to death or disability assume that the PSUs vest at target. The amount would equal $1,604,103 when taking into account assumptions for future performance as disclosed in the “Fiscal 2023 Outstanding Equity Awards at Year-End” and accompanying footnote in this Proxy Statement. |
| (2) | Upon termination due to death or disability, Mr. ChiminskiMaselli or his estate is entitled to receive a pro-rata portion of the annual bonus that he would have been entitled to for the bonus year ofin which the termination occurs, based on our actual performance (the “Annual Bonus”). The amount reported above for death or disability represents his target annual bonus for fiscal 20222023 and assumes (a) he would have served for the entire year and (b) on-target business and individual performance results. The amounts reported for Termination by Us Without Cause or By Mr. ChiminskiMaselli for Good Reason and Termination by Us Without Cause Within 18 Months2 Years Following a Change of Control (assuming awards have been assumed, continued, or substituted) are comprised of (a) the Annual Bonus plus (b) two (2) times the sum of (i) his annual base salary and (ii) his target annual bonus. |
| (3) | The amount reported represents income attributable to the health care premiums paid by us with respect to Mr. Chiminski’sMaselli’s participation in our employee benefit plans for a two-year period. Mr. ChiminskiMaselli would also be entitled to be paid for any unused paid-time-off days accrued during 2022.2023. |
| (4) | Receipt of shares in the event of disability occurs when the relevant vesting period for each grant ends rather than being accelerated to the date of disability. |
(5) | Receipt of shares occurs when the relevant vesting period for each grant ends rather than being accelerated to the date of retirement.
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EXECUTIVE COMPENSATION TABLES 2022 2023 Proxy Statement | CATALENT, INC.65 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL—MESSRS. HOPSON, FASMAN, CASTELLANO, CHIMINSKI AND FASMAN, DR.DRS. GENNADIOS AND MR. MASELLIBOERMAN
| 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) | | | Total ($) | | | 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/
Unused Paid-
Time-Off
Accrued(3) | | | Total ($) | | Death or Disability(4) | | | | | | | | | | | | | | | | | Thomas Castellano | | | 2,017,923 | | | | 900,000 | | | | 16,200 | | | | 2,934,123 | | | Ricky Hopson | | | | 408,278 | | | | 690,000 | | | | 18,204 | | | | 1,116,482 | | Steven L. Fasman | | | 4,057,453 | | | | 1,060,000 | | | | 10,811 | | | | 5,128,264 | | | | 1,235,370 | | | | 1,125,000 | | | | 12,762 | | | | 2,373,132 | | Aristippos Gennadios | | | 2,247,296 | | | | 900,000 | | | | 5,626 | | | | 3,152,922 | | | | 1,575,572 | | | | 1,100,000 | | | | 6,155 | | | | 2,681,727 | | Alessandro Maselli | | | 3,820,065 | | | | 1,177,529 | | | | - | | | | 4,997,594 | | | Termination by Us Without Cause or By the Executive Officer for Good Reason | | | | | | | | | | | | | | | | | Ricky Hopson | | | | - | | | | 690,000 | | | | 18,204 | | | | 708,204 | | Steven L. Fasman | | | | - | | | | 1,125,000 | | | | 12,762 | | | | 1,137,762 | | Thomas Castellano | | | - | | | | 900,000 | | | | 16,200 | | | | 916,200 | | | | - | | | | 1,000,012 | | | | 25,385 | | | | 1,025,397 | | Aristippos Gennadios | | | | - | | | | 1,100,000 | | | | 6,155 | | | | 1,106,155 | | Manja Boerman(6) | | | | - | | | | 900,000 | | | | 35,083 | | | | 935,083 | | Termination by Us Without Cause Within 18 Months Following a Change of Control | | | | | | | | | | Ricky Hopson | | | | 319,563 | | | | 690,000 | | | | 18,204 | | | | 1,027,767 | | Steven L. Fasman | | | - | | | | 1,060,000 | | | | 10,811 | | | | 1,070,811 | | | | 910,647 | | | | 1,125,000 | | | | 12,762 | | | | 2,048,409 | | Aristippos Gennadios | | | - | | | | 900,000 | | | | 5,626 | | | | 905,626 | | | | 1,372,127 | | | | 1,100,000 | | | | 6,155 | | | | 2,478,282 | | Alessandro Maselli | | | - | | | | 1,177,529 | | | | - | | | | 1,177,529 | | | Termination by Us Without Cause Within 18 Months Following a Change of Control | | | | | | | | | | Thomas Castellano | | | 2,017,923 | | | | 900,000 | | | | 16,200 | | | | 2,934,123 | | | Steven L. Fasman | | | 4,057,453 | | | | 1,060,000 | | | | 10,811 | | | | 5,128,264 | | | Retirement(5) | | | | | | | | | | Steven L. Fasman(7) | | | | 475,703 | | | | - | | | | - | | | | 475,703 | | Aristippos Gennadios | | | 2,247,296 | | | | 900,000 | | | | 5,626 | | | | 3,152,922 | | | | 301,222 | | | | - | | | | - | | | | 301,222 | | Alessandro Maselli | | | 3,820,065 | | | | 1,177,529 | | | | - | | | | 4,997,594 | | | Retirement(5) | | | | | | | | | | Steven L. Fasman | | | 2,866,534 | | | | - | | | | - | | | | 2,866,534 | | | Aristippos Gennadios | | | 1,559,946 | | | | - | | | | - | | | | 1,559,946 | | | John Chiminski | | | | 5,007,733 | | | | - | | | | - | | | | 5,007,733 | |
| (1) | For Mr. Castellano,Hopson, 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 the options of $0 per share for the 5,4952,828 options (same in the case of death) granted on July 26, 2022 (award is underwater as of June 30, 2023 and has no value), $0 per share for the 1,924 options (same in the case of death) granted on July 26, 2021 (award is underwater as of June 30, 20222023 and has no value), $19.19$0 per share for the 2,5411,529 options (same in the case of death) granted on July 30, 2020 $52.35(award is underwater as of June 30, 2023 and has no value) and $0 per share for the 2,6981,218 options (same in the case of death) granted on July 22, 2019 (award is underwater as of June 30, 2023 and $63.41 per share for the 1,403 options granted on July 23, 2018,has no value), representing the difference between the Fiscal 20222023 Closing Price and the exercise price of the option, and (b) 1,062651 RSUs (same in the case of death) granted on July 26, 2022, 496 RSUs (same in the case as death) granted on July 26, 2021, 2,4513,432 RSUs (same in the case as death) granted on June 1, 2021, 4,565563 RSUs granted on January 27, 2021, 625 RSUs(same in the case as death), granted on July 30, 2020, 1,002 RSUs granted on July 22, 2019, 1,252747 PSUs (Adjusted EPS) (704 in the case of death) and 1,090 PSUs (Relative Return) granted on July 22, 2019, 781 PSUs (Adjusted EPS) and 6760 PSUs (Relative Return) granted on July 30, 2020 and 1,328(610 in the case of death), 310 PSUs (Adjusted EPS) (620 in the case of death) and 1,376321 PSUs (Relative Return) (642 in the case of death) granted on July 26, 2021 valued atand 407 PSUs (Adjusted EPS) (813 in the case of death) and 443 PSUs (Relative Return) (885 in the case of death) granted on July 26, 2022, multiplied by the Fiscal 20222023 Closing Price. |
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 $0 per share for the 9,15812,117 options (same in the case of death and retirement) granted on July 26, 2022 (award is underwater as of June 30, 2023 and has no value), $0 per share for the 6,869 options (same in the case of death and retirement) granted on July 26, 2021 (award is underwater as of June 30, 20222023 and has no value), $19.19$0 per share for the 6,4664,311 options (same in the case of death and retirement) granted on July 30, 2020 $52.35(award is underwater as of June 30, 2023 and has no value), and $0 per share for the 6,6223,311 options (same in the case of death and retirement) granted on July 22, 2019 (award is underwater as of June 30, 2023 and $63.41 per share for the 3,802 options granted on July 23, 2018,has no value), representing the difference between the Fiscal 20222023 Closing Price and the exercise price of the option, and (b) 2,788 RSUs (same in the case of death and retirement) granted on July 26, 2022, 4,017 RSUs (same in the case of death) granted on January 3, 2022 (as to which the retirement provisions do not apply), 1,770 RSUs (same in the case of death and retirement) granted on July 26, 2021, 1,590 RSUs (same in the case of death and retirement) granted on July 30, 2020, 2,838 RSUs (same in the case of death) granted on July 30, 2020 (as to which the retirement provisions do not apply), 7,009 RSUs granted on July 22, 2019, 3,0722,107 PSUs (Adjusted EPS) (same in the case of retirement)retirement and 2,674 PSUs (Relative Return) (same1,987 in the case of retirement) granted on July 22, 2019, 1,987death) and 0 PSUs (Adjusted EPS) (1,323(Relative Return) (1,720 in the case of retirement)death and 1,720 PSUs (Relative Return) (1,1460 in the case of retirement) granted on July 30, 2020, and 2,2131,107 PSUs (Adjusted EPS) (736(2,213 in the case of death and 738 in the case of retirement) and 2,2931,147 PSUs (Relative Return) (763(2,293 in the case of death and 765 in the case of retirement) granted on July 26, 2021, valued atand 1,743 PSUs (Adjusted EPS) (3,485 in the case of death and 581 in the case of retirement) and 1,895 PSUs (Relative Return) (3,790 in the case of death and 632 in the case of retirement) granted on July 26, 2022, multiplied by the Fiscal 20222023 Closing Price. In the event of retirement, the number of PSUs that vest is pro-rated based on the portion of the relevant performance period during which Mr. Fasman is actively employed.
66CATALENT, INC. | 2023 Proxy Statement EXECUTIVE COMPENSATION TABLES Mr. Castellano’s employment ended on April 21, 2023. As a result of his departure, all of his outstanding unvested awards were immediately forfeited. In addition, Mr. Castellano had the right to exercise all of his 10,299 vested stock options within 90 days of his departure. For Dr. Gennadios, the amount reported for death and for 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 per share for 4,5798,078 options (same in the case of death and retirement) granted on July 26, 2022 (award is underwater as of June 30, 2023 and has no value), $0 per share for 3,435 options (same in the case of death and retirement) granted on July 26, 2021 (award is underwater as of June 30, 2022 and has no value), $19.19$0 per share for 4,6193,080 options (same in the case of death and retirement) granted on July 30, 2020 $52.35(award is underwater as of June 30, 2023 and has no value), and $0 per share for 4,4162,209 options (same in the case of death and retirement) granted on July 22, 2019 (award is underwater as of June 30, 2023 and $63.41 per share for 2,633 options granted on July 23, 2018,has no value), representing the difference between the Fiscal 20222023 Closing Price and the exercise price of the option, and (b) 1,859 RSUs (same in the case of death and retirement) granted on July 26, 2022, 18,689 RSUs (same in the case of death) granted on July 1, 2022 (as to which the retirement provisions do not apply), 4,017 RSUs (same in the case of death) granted on January 3, 2022 (as to which the retirement provisions do not apply), 885 RSUs (same in the case of death and retirement) granted on July 26, 2021, 1,136 RSUs (same in the case of death and retirement) granted on July 30, 2020, 1,639 RSUs granted on July 22, 2019, 2,0481,505 PSUs (Adjusted EPS) (same in the case of retirement)retirement and 1,783 PSUs (Relative Return) (same1,419 in the case of retirement) granted on July 22, 2019, 1,419death) and 0 PSUs (Adjusted EPS) (945(Relative Return) (1,228 in the case of retirement)death and 1,228 PSUs (Relative Return) (8180 in the case of retirement) granted on July 30, 2020, and 1,107554 PSUs (Adjusted EPS) (368(1,107 in the case of death and 369 in the case of retirement) and 1,147574 PSUs (Relative Return) (381(1,147 in the case of death and 383 in the case of retirement) granted on July 26, 2021, valued atand 1,162 PSUs (Adjusted EPS) (2,323 in the case of death and 388 in the case of retirement) and 1,264 PSUs (Relative Return) (2,527 in the case of death and 422 in the case of retirement), multiplied by the Fiscal 20222023 Closing Price. In the event of retirement, the number of PSUs that vest is pro-rated based on the portion of the relevant performance period during which Dr. Gennadios is actively employed.
66CATALENT, INC. | 2022 Proxy Statement EXECUTIVE COMPENSATION TABLES
For Mr. Maselli,Chiminski, the amounts reported represent accelerated vesting of unvested equity-based awards and reflect (a) the “spread” value of the options, equal to $0 per share for the 63,874 options granted on July 26, 2021 (award is underwater as of June 30, 2023 and has no value), $0 per share for 55,882 options granted on July 30, 2020 (award is underwater as of June 30, 2023 and has no value), and $0 per share for 32,375 options granted on July 22, 2019 (award is underwater as of June 30, 2023 and has no value), in each case representing the difference between the Fiscal 2023 Closing Price, and the exercise price of the option; and (b) 37,165 RSUs granted on July 26, 2022, 16,461 RSUs granted on July 26, 2021, 20,602 RSUs granted on July 30, 2020, 27,298 PSUs (Adjusted EPS) and 0 PSUs (Relative Return) granted on July 30, 2020, and 6,859 PSUs (Adjusted EPS) and 7,107 PSUs (Relative Return) granted on July 26, 2021, multiplied by the Fiscal 2023 Closing Price. Distribution of shares underlying PSUs are accelerated upon termination due to death. In the event an NEO meets the requirements of disability under the terms of the PSU awards, the shares underlying the PSUs remain subject to adjustment and will be distributed following the end of each relevant performance period based on final performance measured against the relevant pre-determined metrics for each award. The amounts shown above in the “Option/RSU/PSU/Restricted Stock/Performance Shares Acceleration” column in the event of termination due to death or disability assume that the PSUs vest at target. The amounts would differ, as follows, when taking into account assumptions for future performance as disclosed in the “Fiscal 2023 Outstanding Equity Awards at Year-End”and accompanying footnote in this Proxy Statement: Mr. Hopson—$319,563; Mr. Fasman—$910,647; Dr. Gennadios—$1,372,127. The amounts reported for aMessrs. Hopson and Fasman and Dr. Gennadios for (i) termination by us without cause within 18 months following a change of control (assuming awards have been assumed, continued, or substituted) reflects (a)and (ii) for Messrs. Fasman and Chiminski and Dr. Gennadios under retirement, take into account future performance as disclosed in the “spread” value of $0 per share for the 15,568 options granted on July 26, 2021 (award is underwater as of June 30, 2022“Fiscal 2023 Outstanding Equity Awards at Year-End” and has no value), $19.19 per share for the 11,547 options granted on July 30,2020, $52.35 per share for the 6,869 options granted on July 22, 2019, and $63.41 per share for the 2,633 options granted on July 23, 2018, representing the difference between the Fiscal 2022 Closing Price and the exercise price of the options, and (b) 3,009 RSUs granted on July 26, 2021, 2,838 RSUs granted on July 30, 2020, 2,549 RSUs granted on July 22, 2019, 3,186 PSUs (Adjusted EPS) and 2,773 PSUs (Relative Return) granted on July 22, 2019, 3,548 PSUs (Adjusted EPS) and 3,070 PSUs (Relative Return) granted on July 30, 2020 and 3,762 PSUs (Adjusted EPS) and 3,897 PSUs (Relative Return) granted on July 26, 2021, valued at the Fiscal 2022 Closing Price. Amounts reported assume that the PSUs vest at target;accompanying footnote in this Proxy Statement; however, the number of Relative Return PSUs may vary based on when a change of control occurs during a performance period.
| (2) | The amounts reported represent, for each executive, the sum of that executive’s annual base salary and target annual bonus. For Mr. Maselli, amounts in pounds sterling were converted to U.S. dollars at an exchange rate of 1.3325:1, which represents the average monthly rate for that currency during fiscal 2022. |
| (3) | The amounts reported for Messrs. CastellanoHopson and Fasman, Dr. Gennadios, and Dr. GennadiosBoerman represent income attributable to the health care premiums paid by us with respect to their continued participation in our employee benefit plans for a one-year period. Under these circumstances, Mr. Maselli would become ineligible for any continued health benefits in the U.K. and U.S. under our plans. Each executive would also be entitled to be paid for any unused paid-time-off days accrued during 2022.2023. The amount reported for Mr. Castellano represents payment for unused paid-time-off accrued in fiscal 2023 as a result of his departure on April 21, 2023. |
| (4) | Receipt of shares in the event of disability occurs when the relevant vesting period for each grant ends rather than being accelerated to the date of disability. |
| (5) | Mr.Messrs. Chiminski and Fasman and Dr. Gennadios arewere the onlynon-CEO NEOs eligible for retirement as of June 30, 2022.2023. Receipt of shares occurs when the relevant vesting period for each grant ends rather than being accelerated to the date of retirement.
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| (6) | Dr. Boerman was removed as President, Division Head for Biomodalities effective April 25, 2023 and was offered “garden leave” for the entirety of the six months’ notice period under her employment agreement. As of the date of this Proxy Statement, the terms of Dr. Boerman’s separation payments and benefits from the Company are still being negotiated and were not finalized. Accordingly, the figures included in the table above are not necessarily representative of actual payments to be received by Dr. Boerman. |
| (7) | Mr. Fasman left our employ on September 13, 2023 to take another opportunity. The figures included in the table above set out what Mr. Fasman would have received assuming one of the enumerated termination of employment events occurred effective as of June 30, 2023. |
Payments that would be made under our Deferred Compensation Plan upon the death of a participating NEO are described above in the notes to the Fiscal 2022 Non-Qualified2023 Nonqualified Deferred Compensation Table. SEVERANCE AND PAYMENTS ON A CHANGE OF CONTROL MR. CHIMINSKI’SMASELLI’S SEVERANCE, TERMINATION, AND CHANGE OF CONTROL BENEFITS Mr. Chiminski’sMaselli’s employment agreement, the Omnibus Plans, and the grant agreements thereunder each provide for certain benefits to be paid to him upon termination. Upon disability or death, a pro-rata portion of any annual bonus he would have earned for the year of termination, based on our actual performance in respect of the full bonus year, would be paid within 21/2 months of the end of the fiscal year in which the date of termination occurred.occurs, and the prior fiscal year’s annual cash bonus if earned but not then paid, payable as if Mr. Maselli’s employment had not been terminated. Should Mr. Chiminski’sMaselli’s employment terminate due to death, his beneficiaries (i) will receive a death benefit equal to 1.5 times his base salary under a group life insurance program we provide that covers all eligible active U.S.-based employees, and (ii) will be entitled to accelerated vesting of all unvested grants under the Omnibus Plans. If his employment is terminated due to disability, all unvested grants under the Omnibus Plans will continue to vest as if he had continued employment through each applicable anniversary of the grant date.
EXECUTIVE COMPENSATION TABLES 2023 Proxy Statement | CATALENT, INC.67 Under his employment agreement, upon any termination for good reason or due to his election not to extend the term, Mr. ChiminskiMaselli receives certain accrued amounts and benefits and a pro-rata portion of any annual bonus he would have earned for the year of termination.termination, and the prior fiscal year’s annual cash bonus if earned but not then paid, payable as if Mr. Maselli’s employment had not been terminated. The employment agreement further provides that upon termination by us without cause, or by Mr. ChiminskiMaselli for good reason, or due to our election not to extend the term, subject to a release of claims, he will also be entitled to receive an amount equal to two times the sum of (x) his annualized base salary (which salary, for purposes of calculating severance amounts, will in no event be less than $700,000) and (y) his annual target bonus, payable in equal monthly installments over a two-year period;provided, however,, that, if such termination occurs within the two-year period following a change in control, such payment will instead be made in a single lump-sum payment within thirty days following termination; and provided further, that, if the termination occurs during fiscal 2023 during his tenure as Executive Chair, the amount would be limited to the base salary remaining to be paid for such year and the target bonus, payable over the course of fiscal 2023.termination. Notwithstanding the foregoing, our obligation to make such payments will cease in the event of an uncured material breach by Mr. ChiminskiMaselli of the restrictive covenants contained in the employment agreement. In addition to the payments described above, if Mr. Chiminski’sMaselli’s employment is terminated by us without cause, by Mr. ChiminskiMaselli for good reason, or due to our election not to extend the term, Mr. ChiminskiMaselli (and his spouse and eligible dependents, to the extent covered prior to such termination) will also be entitled to continued participation in our group health plans for up to two years. For grants under the Omnibus Plans, if Mr. ChiminskiMaselli incurred a termination, other than for death, disability, or a change of control that occurs during the period commencing on the date of the consummation of a change of control and ending on
EXECUTIVE COMPENSATION TABLES 2022 Proxy Statement | CATALENT, INC.67
the date that is eighteen months following the consummation of such change of control, we could cancel any unvested option, RSU, or PSU. Any vested option will remain outstanding and exercisable generally for 90 days, and vested options will terminate immediately if we terminate Mr. Chiminski’sMaselli’s employment for cause. Any vested option that he does not exercise within the applicable post-termination exercise period will terminate. SEVERANCE, TERMINATION, AND CHANGE OF CONTROL BENEFITS FOR MESSRS. CASTELLANOHOPSON AND FASMAN AND DR. GENNADIOS AND MR. MASELLI The severance and equity grant agreements held bywith each of Messrs. CastellanoHopson, Fasman and Fasman, Dr. Gennadios, and Mr. Maselli, as well as the Omnibus Plans and the grant agreements thereunder, provide (or in the case of Mr. Fasman, provided) for benefits in the event of certain terminations.events of termination. Under the Omnibus Plans, any unvested equity-based grant would become fully vested and exercisable in the event of termination due to death; however, if termination was due to disability, unvested equity-based awards would continue to vest as if the executive had continued employment through each applicable anniversary of the date of grant. Under the Omnibus Plans, in the event of a change in control, to the extent the acquiring or successor entity does assume, continue, or substitute for a grants option, if the NEO were to incur a termination without cause during the eighteen months following the consummation of such change in control, the then-outstanding equity awards thereunder would become fully vested and exercisable. Other than in the cases of change of control, death, or disability, a termination will result in the cancellation of unvested equity-based awards under the Omnibus Plans held by any of the NEOs. Our group life insurance program, which covers all eligible active U.S.-based employees, provides for a death benefit equal to 1.5 times current base salary (currently, the benefit would pay a total of $825,000 (Castellano)$637,500 (with respect to Mr. Hopson), $937,500 (Fasman), $900,000 (Gennadios)(with respect to Mr. Fasman), and $1,387,500 (Maselli)$900,000 (with respect to Dr. Gennadios)). Under our standard severance arrangement, in the event of death, disability, or termination by us without cause or by the executive for good reason, the executive would be entitled to severance equal to annual base salary plus target annual bonus, payable in equal installments over the one-year period following the date of termination. Under his new employment agreement, beginning in fiscal 2023, Mr. Maselli is entitled to two times the sum of his base salary and target bonus paid over a two-year period. The NEOs would also be entitled to continued participation in our group health plans (to the extent receiving such coverage as of immediately prior to the termination date), at the premium rates charged to our employees generally, until the earlier of (1) one year (two years in the case of Mr. Maselli, beginning in fiscal 2023) after termination and (2) the date the executive becomes eligible for coverage under at least one group health plan of another employer. Each NEO must enter into a release of claims as a condition of receiving most severance payments and benefits. UnderOn December 8, 2023, the Omnibus Plans,Company entered into new Severance Agreements with each of Messrs. Masanovich and Hopson and Dr. Gennadios. The new Severance Agreements provide that in the event of a change in control, totermination by the extent the acquiring or successor entity does assume, continue, or substitute for a granted option, if the NEO were to incur a terminationCompany without cause duringor by the eighteenexecutive for good reason within 18 months following the consummation of sucha change in control, the grants thereunderexecutive would become fully vested and exercisable.
Other than inbe entitled to increased cash severance equal to two times the casessum of change of control, death, or disability, a termination will resultannual base salary plus target annual bonus, payable in the cancellation of unvested awards under the Omnibus Plans held by any of the NEOs.
68CATALENT, INC. | 20222023 Proxy Statement Pay RatioEXECUTIVE COMPENSATION TABLES equal installments over the one-year period following the date of termination, subject to entering into a release of claims and certain other terms and conditions. In addition, the new Severance Agreements provide that if any of the payments provided for under such Severance Agreement or otherwise payable to the individual would constitute “parachute payments” within the meaning of Section 280G of the Code and would be subject to the related excise tax under Section 4999 of the Code, then such individual will be entitled to receive either full payment of benefits or such lesser amount that would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to such individual. The new Severance Agreements also include certain technical changes to the prior severance agreements with the executives, but otherwise are substantially the same as the prior severance agreements. SEVERANCE, TERMINATION, AND CHANGE OF CONTROL BENEFITS FOR DR. BOERMAN Dr. Boerman was removed from her position as President, Division Head for Biomodalities effective as of April 25, 2023, and upon her removal was offered “garden leave” for the entirety of the six months’ notice period under her employment agreement. Under Dr. Boerman’s employment agreement with the Company, if each of Dr. Boerman and the Company agree to termination by mutual consent and enter into a written settlement agreement in that regard, she is entitled to six months’ notice of such termination and a severance payment equal to her base salary and target MIP following a termination without cause (as such term is defined under Dutch law). As of the date of this Proxy Statement, the terms of Dr. Boerman’s separation payments and benefits from the Company are still being negotiated and were not finalized. Accordingly, the figures included in the table above are not necessarily representative of actual payments to be received by Dr. Boerman. SEVERANCE AND TERMINATION BENEFITS FOR MR. CASTELLANO In connection with Mr. Castellano’s separation from the Company effective April 21, 2023, he is contractually entitled to receive a severance payment equal to the sum of his annual base salary and target annual bonus equivalent to $1,000,012, payment for any unused paid-time-off days accrued in fiscal 2023, and the right to exercise all vested stock options within 90 days of his departure. In fiscal 2023, Mr. Castellano received $153,848 of severance pay and $25,385 representing unused paid-time-off days he accrued in fiscal 2023. SEVERANCE AND TERMINATION BENEFITS FOR MR. CHIMINSKI In connection with Mr. Chiminski’s retirement from the Company effective June 30, 2023, all outstanding equity awards will continue to vest in accordance with the terms of his outstanding award agreements and he continues to be eligible to receive financial planning reimbursements up to $15,000 (per calendar year) for one-year following his departure in accordance with the policy approved by the Compensation Committee for all members of the Executive Leadership Team following their retirement from the Company.
PAY RATIO 2023 Proxy Statement | CATALENT, INC.69 Pay Ratio Presented below is the ratio of annual total compensation in fiscal 20222023 of our then-CEOCEO to the annual total compensation of our median employee (excluding our then-CEO)CEO). We believe the ratio presented below is a reasonable estimate calculated in a manner consistent with the rules set forth in Item 402(u) of Regulation S-K promulgated under the Exchange Act (the “Pay Ratio Rule”Rules”). In identifying our median employee, we calculated the target annual total cash compensation for fiscal 20222023 of each employee as of June 30, 2022.2023. For these purposes, annual total cash compensation included base salary or hourly wages, cash incentives, commissions, and comparable cash elements of compensation in non-U.S. jurisdictions and was calculated using internal human resources records. All amounts were annualized for permanent employees who did not work for the entire year, such as new hires, employees on paid or unpaid leave of absence and employees called for active military duty. We did not apply any cost-of-living adjustment as part of the calculation. We selected the median employee from among 17,93317,219 full-time and part-time workers who were employed as of June 30, 2022.2023. We did not exclude any employee (whether pursuant to the de minimis exemption for foreign employees or any other permitted exclusion). In accordance with the Pay Ratio Rule,Rules, we calculated the median employee’s annual total compensation in the same manner as the CEO’s annual total compensation was calculated in the Fiscal 20222023 Summary Compensation Table on page 56.55. The median employee’s annual total compensation was $63,242.$59,026. The CEO’s annual total compensation was $12,407,517,$6,583,672, the amount reported in the “Total” column of the Summary Compensation Table. Accordingly, the ratio of our CEO’s total compensation to our median employee’s total compensation for fiscal 20222023 was 196.2112 to 1. In considering this pay ratio, please note that the Pay Ratio Rule permitsRules permit companies to calculate pay ratios using a variety of methods, both in determining the median employee and in determining the compensation to be used in calculating the ratio. Thus, our ratio may not be comparable to the ratio determined by any other company.
PAY VERSUS PERFORMANCE TABLE The table below contains information about the relationship between compensation actually paid (“CAP”) to our CEO or to ournon-CEO NEOs as a group (the “NEO Group”), on the one hand, and our financial performance for the last three completed fiscal years, on the other hand. In accordance with SEC regulations, we determine CAP by taking the total compensation for each of the CEO and the NEO Group as reported in the Summary Compensation Table (“SCT”) that is part of this Proxy Statement and adjusting the amounts used for equity awards and pension values, as further described below. Despite the SEC’s use of the term compensation “actually” paid, the amount of compensation ultimately received by the CEO or the NEO Group may, in fact, be different from the amounts disclosed in the Pay Versus Performance Table. The cumulative Total Stockholder Return (“TSR”) depicts a hypothetical $100 investment in our common stock using the closing price on June 30, 2020, and shows the value of that investment in each fiscal year shown in the table. We also show for comparison purposes a hypothetical $100 investment in the S&P 500 Healthcare Index using the same methodology. “Budget-Based EBITDA” is our “company-selected measure,” as defined in SEC regulations, meaning that we have selected it as the most important financial performance measure used during fiscal 2023 to link CAP to our performance. We believe that Budget-Based EBITDA is a useful financial metric to assess our operating performance, including our ability to generate cash from operations sufficient to pay taxes, to service debt, and to undertake capital expenditures without consideration ofnon-cash depreciation and amortization expense. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown. In addition, the group of individuals comprising the NEO Group differsand may also comprise different roles with different individual and market-based considerations impacting compensation decisions. Comparing the average total compensation from the SCT and the CAP average for the NEO Group year-over-year does not accurately reflect changes in these values for the same individuals. Please see our CD&A above for more information on our compensation philosophy and pay decisions for our NEOs. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Value of Initial Fixed
$100 Investment
Based on | | | | | | | | | | | | | | | | Compensation
Actually Paid | | | Compensation
Actually Paid
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CEO | | | | | | Average
Compensation
Actually Paid | | | | | | S&P 500 Healthcare Index TSR ($) (4) | | | | | | Budget- Based EBITDA ($M) (6) | | | 2023 | | | 6,583,672 | | | | - | | | | (1,127,981 | ) | | | - | | | | 3,099,967 | | | | (4,012,430 | ) | | | 59 | | | | 139 | | | | (232 | ) | | | 719 | | | 2022 | | | - | | | | 12,407,517 | | | | - | | | | 19,222,011 | | | | 2,457,531 | | | | 3,069,841 | | | | 146 | | | | 132 | | | | 499 | | | | 1,289 | | | 2021 | | | - | | | | 12,581,139 | | | | - | | | | 42,605,268 | | | | 2,408,282 | | | | 3,753,625 | | | | 148 | | | | 128 | | | | 585 | | | | 996 | |
| (1) | The CEO, former CEO, and the NEO Group included in the compensation columns above reflect the following: |
| | | | | | | | | | | 2023 | | Alessandro Maselli | | Thomas Castellano, Steven Fasman, Aristippos Gennadios, John Chiminski, Ricky Hopson, and Manja Boerman | | 2022 | | John Chiminski | | Thomas Castellano, Steven Fasman, Alessandro Maselli, and Aristippos Gennadios | | 2021 | | John Chiminski | | Thomas Castellano, Steven Fasman, Alessandro Maselli, Karen Flynn, and Wetteny Joseph |
| Mr. Chiminski served as CEO for each of fiscal 2022 and 2021, and Mr. Maselli served as CEO in fiscal 2023. |
| (2) | The dollar amounts reported represent CAP as computed in accordance with SEC regulations and reflects the following adjustments from the amounts reported as Total Compensation in the SCT to our current and former CEO for each year shown: |
| | | | | | | | | | | | | Adjustments to Determine Compensation Actually Paid for CEO and Former CEO (A) | | | | | | | | | | | Total Reported in Summary Compensation Table | | | | | | | | | | | | | | Less amounts reported under the “Stock Awards” column of the SCT for the covered year | | | (3,850,216 | ) | | | (6,510,335 | ) | | | (6,689,674 | ) | | Less amounts reported under the “Option Awards” column of the SCT for the covered year | | | (1,650,019 | ) | | | (2,790,005 | ) | | | (2,722,522 | ) | Plus the fair value as of year-end for unvested equity-based awards granted during the covered year | | | 1,568,145 | | | | 12,933,481 | | | | 16,740,024 | | | Plus/Less the year-over-year increase or decrease in the fair value of equity-based awards granted in prior years | | | (3,751,271 | ) | | | (297,239 | ) | | | 18,786,940 | | | Plus the vest date fair value of equity-based awards that were granted and vested during the same covered year | | | - | | | | - | | | | 337,070 | | Plus/Less the increase or decrease in fair value from prior fiscal year-end for equity-based awards that vested during the covered year | | | (28,291 | ) | | | 3,478,592 | | | | 3,572,291 | | Less the fair value of equity-based awards at prior fiscal year-end granted in prior years that were forfeited during the year | | | - | | | | - | | | | - | | | Total Adjustments | | | (7,711,653 | ) | | | 6,814,494 | | | | 30,024,129 | | Compensation Actually Paid | | | | | | | | | | | | |
| (A) | We did not report a change in pension value in theSCT for any of the years reflected in this table; therefore, a deduction from the SCT total related to pension value is not needed. |
| (3) | The dollar amounts reported represent average CAP as computed in accordance with SEC regulations and reflects the following adjustments from the average of the amounts reported as Total Compensation reported in the SCT to our NEO Group for each fiscal year shown: |
| | | | | | | | | | | | | Adjustments to Determine Average Compensation Actually Paid for non-CEO NEOs (A) | | | | | | | | | | Average Total Reported in Summary Compensation Table | | | | | | | | | | | | | | Less average amounts reported under the “Stock Awards” column of the SCT for the covered year | | | (1,887,672 | ) | | | (915,212 | ) | | | (617,230 | ) | | Less average amounts reported under the “Option Awards” column of the SCT for the covered year | | | (237,516 | ) | | | (285,012 | ) | | | (172,508 | ) | Plus the average fair value as of year-end for unvested equity-based awards granted during the covered year | | | 704,278 | | | | 1,516,953 | | | | 1,316,907 | | | Plus/Less the average year-over-year increase or decrease in fair value of unvested equity-based awards granted in prior years | | | (5,001,908 | ) | | | (42,790 | ) | | | 1,204,653 | | | Plus the average vest date fair value of equity-based awards that were granted and vested during the same covered year | | | - | | | | - | | | | 14,560 | | Plus/Less the average increase or decrease in fair value from prior fiscal year-end for equity-based awards that vested during the covered year | | | (141,860 | ) | | | 252,790 | | | | 406,853 | | Less the average fair value of awards at prior fiscal year-end granted in prior years that were forfeited during the covered year | | | (547,718 | ) | | | - | | | | (807,891 | ) | Total Average Adjustments | | | (7,112,397 | ) | | | 612,310 | | | | 1,345,343 | | Average Compensation Actually Paid | | | | | | | | | | | | |
| (A) | We did not report a change in pension value in the SCT for any of the years reflected in this table; therefore, a deduction from the SCT total related to pension value is not needed. |
| (4) | Reflects cumulative total stockholder return of the S&P 500 Healthcare Index (the “HCI”) as of June 30, 2023. The HCI is the peer group we use for the purpose of complying with Item 201(e) of RegulationS-K under the Exchange Act in our 2023 Annual Report. |
| (5) | We refer to net income as net earnings. |
| (6) | Budget-Based EBITDA is anon-GAAP financial measure and subject to important limitations. For a discussion of how this measure reconciles to our results reported under U.S. GAAP, please see the Appendix entitled“Non-GAAP Financial Measures,” beginning on pageA-1 of this Proxy Statement. See the CD&A for more information about our use of Budget-Based EBITDA in our executive compensation program. |
RELATIONSHIP BETWEEN CEO/NEO GROUP CAP AND OUR FINANCIAL PERFORMANCE MEASURES The graph shown to the left illustrates the relationship between CAP for our CEO and the average CAP for our NEO Group (in each case, with CAP calculated as set forth above in accordance with SEC regulations) in the last three completed fiscal years and our cumulative TSR measured starting from June 30, 2020 for each covered fiscal year. This graph also shows the relationship between our TSR performance and the TSR performance of the Peer Group in the Pay Versus Performance Table (which, as explained above, is based on the HCI) over the same period. The graph shown to the left illustrates the relationship between CAP for our CEO and the average CAP for our NEO Group (in each case, with CAP calculated as set forth above in accordance with SEC regulations) and our net earnings performance in the last three completed fiscal years. The graph shown to the left illustrates the relationship between CAP for our CEO and the average CAP for our NEO Group (in each case, with CAP calculated as set forth above in accordance with SEC regulations) and the performance of our “company-selected measure,” Budget-Based EBITDA, in the last three completed fiscal years.
UNRANKED TABULAR LIST OF IMPORTANT FINANCIAL PERFORMANCE MEASURES The following table identifies the four most important financial performance measures used by the Compensation Committee to link the CAP to our NEOs in fiscal 2023 to our performance. Each of these measures and the role they had on compensation decisions for our NEOs is described in the CD&A above. | Most Important Performance Measures | | Budget-Based EBITDA | | Budget-Based Revenue | | Adjusted Earnings per Share | | Relative TSR |
All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing by us under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent we expressly incorporate such information by reference.
74CATALENT, INC. | 2023 Proxy Statement PROPOSAL 2: RATIFICATION OF APPOINTMENT OF E&Y AS INDEPENDENT AUDITOR FOR FISCAL 2023 2022 Proxy Statement | CATALENT, INC.692024 Proposal 2: Ratification of Appointment of E&Y as Independent Auditor for Fiscal 20232024 (ITEM 2 ON THE PROXY CARD) The Audit Committee of our Board has selected Ernst & Young LLP (“Ernst & Young”) as our independent auditor for the fiscal year ending June 30, 2023.2024. Ernst & Young has served as our independent auditor since prior to our IPO in 2014. Our Board unanimously recommends this appointment, and we are asking shareholders to ratify the appointment of Ernst & Young for 2023.2024. Although ratification is not required by our bylaws or otherwise, our Board is submitting the selection of Ernst & Young to our shareholders for ratification because we value our shareholders’ views on the choice of independent auditor. If shareholders fail to ratify the appointment, the Audit Committee will reconsider the appointment of such firm. A representative of Ernst & Young is expected to be present at the 20222023 Annual Meeting of Shareholders to respond to appropriate questions, and to make a statement if desired. Our Board unanimously recommends that you vote FOR the ratification of the appointment of Ernst & Young as our independent auditor for fiscal 20232024 because it believes that Ernst & Young has appropriately and professionally audited our financial statements for the last several years, it has the resources to do a proper audit of a company of our size and complexity, and it is familiar with our business, our business model, and our personnel, which will enhance the efficiency and effectiveness of the audit and is in our best interest and in the best interests of our shareholders. The Audit Committee, under its charter, reviews, at least annually, the qualifications, performance, and independence of the auditor and considers, among other matters, the following: the auditor’s internal quality control procedures, the selection of the lead audit partner, the rotation of the audit partners on the audit engagement team, the qualifications and experience of the members of the audit engagement team, and the views of management, including our internal audit group, concerning the performance and capabilities of the auditor. The following table presents the fees for professional services rendered by Ernst & Young for the audit of our annual financial statements for the fiscal years that ended on June 30, 20222023 and June 30, 2021,2022, and the fees billed for other services rendered by Ernst & Young during those same periods. | SERVICES | | 2022 | | | 2021 | | | 2023 | | | 2022 | | | Audit Fees(1) | | $ | 6,229,100 | | | $ | 5,462,700 | | | $ | 12,967,500 | | | $ | 6,229,100 | | | Audit-Related Fees(2) | | $ | 366,200 | | | $ | 568,000 | | | $ | 7,200 | | | $ | 366,200 | | | Tax Fees(3) | | $ | 1,283,700 | | | $ | 604,500 | | | $ | 597,500 | | | $ | 1,283,700 | | | All Other Fees(4) | | | $ | 0 | | | $ | 0 | | | Total | | $ | 7,879,000 | | | $ | 6,635,200 | | | $ | 13,572,200 | | | $ | 7,879,000 | |
| (1) | Includes fees associated with the integrated audit of our annual consolidated financial statements and internal controlscontrol over financial reporting, review of our quarterly reports on Form 10-Q, and other services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements. |
| (2) | Includes the aggregate fees recognized in each of the last two fiscal years for professional services rendered by Ernst & Young that are reasonably related to the performance of the audit of our financial statements. Specifically, these costs include fees for accounting and audit consultation and other attest services. |
| (3) | Includes the aggregate fees recognized in each of the last two fiscal years for professional services rendered by Ernst & Young for tax compliance, tax advice, and tax planning. |
| (4) | Ernst & Young did not provide any “other services” during the last two fiscal years. |
All of the services covered under the captions “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” were pre-approved by the Audit Committee.
70CATALENT, INC. | 2022 Proxy Statement PROPOSAL 2: RATIFICATION OF APPOINTMENT OF E&Y AS INDEPENDENT AUDITOR FOR FISCAL 20242023 Proxy Statement | CATALENT, INC.75
Pre-Approval of Audit and Non-Audit Services Consistent with requirements of the SEC and the Public Company Accounting Oversight Board regarding auditor independence, the Audit Committee charter provides that the Audit Committee has responsibility for appointing, setting compensation for, and overseeing the work of the independent auditor. Accordingly, all audit and permitted non-audit services for which Ernst & Young was engaged were pre-approved by the Audit Committee. Prior to engagement of the independent auditor for 2023,2024, management will submit for Audit Committee approval a list of services and related fees expected to be rendered in 20232024 within each of the following categories of services: | • | | Audit services include audit work performed on the financial statements and internal control over financial reporting, as well as work that generally only the independent auditor can reasonably be expected to provide, including comfort letters, statutory audits, and discussions surrounding the proper application of financial accounting and/or reporting standards. |
| • | | Audit-Related services are for assurance and related services that are traditionally performed by the independent auditor, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements. |
| • | | Tax services include all services, except those services specifically related to the financial statements, performed by the independent auditor’s tax personnel, including tax analysis; assisting with coordination of execution of tax-related activities, primarily in the area of corporate development; supporting other tax-related regulatory requirements; tax planning; and tax compliance and reporting. |
| • | | All Other services are those services not captured in the audit, audit-related or tax categories. |
 
76CATALENT, INC. | 2023 Proxy Statement REPORT OF THE AUDIT COMMITTEE 2022 Proxy Statement | CATALENT, INC.71 Report of the Audit Committee The Audit Committee assists our Board in its oversight of our financial reporting process. All four members of the Audit Committee qualify as independent directors under the listing standards of the NYSE for public companies and the independence requirements of Rule 10A-3 promulgated under the Exchange Act and all are qualified as audit committee financial experts within the meaning of Item 407(d)(5) of Regulation S-K, promulgated under the Exchange Act. Additionally, our Board has also determined that each Audit Committee member has accounting and related financial management expertise within the meaning of the NYSE’s listing standards. The Audit Committee’s charter can be viewed online on our website at investor.catalent.com/corporate-governance.corporate-governance. In fulfilling its duties, the Audit Committee reviewed and discussed the audited financial statements contained in Catalent’s Annual Report on Form 10-K for fiscal 20222023 with management and the independent auditor, Ernst & Young LLP. Management is responsible for the financial statements and the reporting process, including the systems for internal control over financial reporting. The independent auditor is responsible for performing an independent audit of Catalent’s financial statements in conformance with accounting principles generally accepted in the United States, and for expressing an opinion on these financial statements based on the audit. The Audit Committee met with the independent auditor with and without management present and discussed those matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission. The Audit Committee has also received the written disclosures and the letter from the independent auditor required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence and discussed with the independent auditor its independence. Based on the above reviews and discussions, the Audit Committee recommended to our Board, and our Board approved, that the audited financial statements be included in Catalent’s Annual Report on Form 10-K for fiscal 2022,2023, for filing with the U.S. Securities and Exchange Commission. Submitted by the Audit Committee: John J. Greisch,Jack Stahl, Chair
Rolf Classon Rosemary A. CraneGregory T. Lucier
Jack StahlMichelle R. Ryan
Date: August 24, 2022November 27, 2023
72CATALENT, INC. | 2022 Proxy Statement PROPOSAL 3: ADVISORY VOTE TO APPROVE OUR EXECUTIVE COMPENSATION (SAY-ON-PAY) 2023 Proxy Statement | CATALENT, INC.77
Proposal 3: Advisory Vote to Approve Our Executive Compensation (Say-on-Pay) (ITEM 3 ON THE PROXY CARD) The compensation we provide to our Named Executive Officers is described in detail in the Compensation Discussion and Analysis section of this Proxy Statement. Section 14A of the Exchange Act requires that we provide shareholders with the opportunity to vote, on a non-binding, advisory basis, on the compensation of our Named Executive Officers. Accordingly, you are being asked to vote on the following resolution: | | | “RESOLVED, that Catalent’s shareholders APPROVE, on an advisory basis, the compensation of the named executive
officers, as disclosed in Catalent’s Proxy Statement for the 20222023 Annual Meeting of Shareholders pursuant to the
compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion
and Analysis, the Summary Compensation Table and the other related tables and disclosure.” | | |
Our Board unanimously recommends that you vote FOR this resolution because it believes that our executive compensation program promotes the following objectives and philosophies, as described in detail in the Compensation Discussion and Analysis section of this Proxy Statement: competitive compensation to attract, maintain, retain, and reward high-caliber executive talent, paying for performance, and alignment with shareholder interests. This vote is advisory, which means that the vote is not binding on us, our Board, or the Compensation Committee. Nonetheless, our Board and the Compensation Committee will consider the outcome of the vote when considering future compensation decisions. Consistent with the outcome of a shareholder vote that occurred during our 2021 Annual Meeting of Shareholders, our Board has resolved that a shareholder advisory vote on Named Executive Officer compensation should occur every year. Accordingly, the next advisory vote on named executive officer compensation is expected to be held at the 20232024 Annual Meeting of Shareholders. A shareholder advisory vote on the frequency of advisory votes on Named Executive Officer compensation will be conducted again no later than our 2027 Annual Meeting of Shareholders. 
ANNUAL MEETING, VOTING, AND PROCEDURES 202278CATALENT, INC. | 2023 Proxy Statement |PROPOSAL 4: APPROVAL OF AMENDMENT NO. 1 TO THE CATALENT, INC.73 2018 OMNIBUS INCENTIVE PLAN
Proposal 4: Approval of Amendment No. 1 to the Catalent, Inc. 2018 Omnibus Incentive Plan (ITEM 4 ON THE PROXY CARD) We are asking our shareholders to approve Amendment No. 1 (the “Plan Amendment”) to the Catalent, Inc. 2018 Omnibus Incentive Plan (the “2018 Omnibus Plan”). The 2018 Omnibus Plan is structured to provide flexibility in designing equity incentive programs with a broad array of equity incentives, including stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards, and performance compensation awards, so that we may implement competitive incentive compensation programs for our employees, officers, and non-employee directors. Our Board originally adopted the 2018 Omnibus Plan on August 23, 2018, and our shareholders approved the plan on October 31, 2018, at the 2018 Annual Meeting of Shareholders. Our Board adopted the Plan Amendment on December 13, 2023, subject to approval by shareholders at the 2023 Annual Meeting. If approved, the Plan Amendment will become effective as of January 25, 2024 (the “Plan Amendment Effective Date”). The Plan Amendment amends the 2018 Omnibus Plan in the following respects, which are explained in more detail below: Changes to the number of shares of our common stock available for issuance (the “share reserve”): | ○ | | The number of shares available for issuance is increased by 7,625,000 shares; |
| ○ | | The “fungible ratio” used to reduce the share reserve with respect to full-value grants is reduced from 2.25 to 1.7; and |
| ○ | | Shares that are used to pay the exercise price or withholding tax upon exercise of stock options or stock appreciation rights, shares not issued or delivered as a result of the net settlement of options and stock appreciation rights, and shares that we reacquire with the amount received upon the exercise of options by grant recipients will not be added back to the share reserve. |
| • | | Increase in the maximum dollar value of equity awards and cash paid to non-employee directors in any single fiscal year from $600,000 to $650,000. |
| • | | All awards will include a minimum 1-year vesting requirement, subject to certain exceptions. |
Clarifications to the 2018 Omnibus Plan with respect to the potential clawback of awards as required under applicable law, stock exchange listing requirements, or any recoupment policy we may promulgate. We are asking you to approve the Plan Amendment because the existing 2018 Omnibus Plan does not have sufficient shares available for continued equity awards to our employees, non-employee directors, consultants, and advisors over the next few years. If you do not approve this proposal, the Plan Amendment will not take effect, and the existing 2018 Omnibus Plan will continue to be administered in its current form until such time as the shares available for issuance thereunder have been depleted (or its expiration, whichever occurs first). Following the termination or expiration of the 2018 Omnibus Plan, we would be unable to maintain our current equity grant practices, which, we believe, would place us at a significant competitive disadvantage relative to our competitors for recruiting, retaining, and motivating talented individuals critical to our success. We also could be forced to replace equity incentive awards with cash compensation, which may not align the interests of our executives and employees with those of our shareholders as effectively as equity incentive awards, would reduce resources available to meet our business needs, and may potentially lead to increased indebtedness or loss of needed financial flexibility. We are seeking shareholder approval of the Plan Amendment because we value your views in matters relating to the use of our equity and also to (i) meet NYSE listing standards and (ii) allow for the grant of incentive stock options that meet the requirements of Section 422 of the Code with respect to the additional shares added by the Plan Amendment. Number of Shares Available for Awards under the 2018 Omnibus Plan As of the Plan Amendment Effective Date, no more than 15,507,520 shares of our common stock will be available for awards under the 2018 Omnibus Plan (which share limit is comprised of 7,625,000 new shares authorized for issuance plus
PROPOSAL 4: APPROVAL OF AMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN 2023 Proxy Statement | CATALENT, INC.79 7,882,520 shares that remained available for future grants as of June 30, 2023), subject to the adjustments described in the section titled “Securities Subject to the 2018 Omnibus Plan,” and further detailed in the text of the 2018 Omnibus Plan, which is an appendix to the Company’s 2018 Proxy Statement and is also available as an exhibit to our SEC filings, including our 2023 Annual Report, which may be found on investor.catalent.com/financials/sec-filings. The foregoing number of shares will be reduced by one share for each share subject to an option or stock appreciation right granted under the 2018 Omnibus Plan on or after June 30, 2023 and prior to the Plan Amendment Effective Date, and by 1.7 shares for each share subject to awards (other than options and stock appreciation rights) granted under the 2018 Omnibus Plan on or after June 30, 2023 and prior to the Plan Amendment Effective Date. In determining the number of shares to recommend for the reserve under the Plan Amendment, our Board considered a number of factors, including the number of shares remaining available under the 2018 Omnibus Plan, our past share usage (sometimes called our “burn rate”), our estimate of the number of shares needed for future awards, a dilution analysis, competitive data from relevant peer companies, and the current and anticipated future accounting expenses associated with our equity award practices. As described in more detail below, we use the so-called “fungible” share counting method to reduce the share reserve as we issue shares under the 2018 Omnibus Plan, pursuant to which (a) each share of our common stock issued pursuant to a stock option or stock appreciation right will reduce the share reserve on a one-for-one basis, and (b) each share of our common stock issued pursuant to an award other than a stock option or stock appreciation right, such as restricted stock or restricted stock units, will reduce the share reserve by more than one share, which previously was 2.25 shares, but pursuant to the Plan Amendment will be, if you approve, 1.7 shares for awards granted on or after June 30, 2023. Minimum Vesting The Plan Amendment provides that all awards will be subject to a minimum 1-year vesting provision, meaning that no portion of the award may vest before the first anniversary of the grant date. The minimum vesting requirement enhances the “pay for performance” element of our equity awards. The Plan Amendment includes some limited exceptions to this rule: The Compensation Committee can grant awards, using up to 5% of the share reserve, that vest sooner than the first anniversary of grant. This provides the Compensation Committee with the flexibility to address specific situations where a shorter vesting period may be appropriate. | • | | The following awards are not subject to minimum vesting provision: substitute awards, shares delivered in lieu of fully vested cash awards, and any award to a non-employee director that vests on the earlier of the one-year anniversary of the grant date and the next annual meeting of shareholders that is at least 50 weeks after the immediately preceding year’s annual meeting. |
The Compensation Committee has flexibility to accelerate the vesting or exercisability of awards under the 2018 Omnibus Plan, as amended, including awards subject to the minimum vesting requirement, including in cases of retirement, termination, death, disability or a change in control, as set forth in the terms of the award or otherwise. Current Overview of Outstanding Equity Awards We currently have awards outstanding under the 2018 Omnibus Plan and its predecessor, the 2014 Omnibus Plan. The total shares of our common stock outstanding as of June 30, 2023 was 180,273,081. | | | | | | | | | | | | | Plans as of June 30, 2023 | | Shares
Subject to
Outstanding
Stock
Options(1) | | | Shares
Subject to
Outstanding
Full-Value
Awards(2) | | | Shares
Remaining
Available
for
Future
Grant(3) | | | | | | 2018 Omnibus Plan | | | 802,785 | | | | 1,687,789 | | | | 7,882,520 | | | | | | | 2014 Omnibus Plan | | | 205,962 | | | | 75,546 | | | | 0 | | | | | | | | | | | | | | | |
80CATALENT, INC. | 2023 Proxy Statement PROPOSAL 4: APPROVAL OF AMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN | (1) | As of June 30, 2023, the 802,785 stock options outstanding under the 2018 Omnibus Plan had a weighted average exercise price per share of $79.83 and a weighted average life of 6.8 years. As of June 30, 2023, the 205,962 stock options outstanding under the 2014 Omnibus Plan had a weighted average exercise price per share of $37.51 and a weighted average life of 3.8 years. |
| (2) | 2018 Omnibus Plan consists of RSUs and PSUs. The amounts shown includes (a) 44,529 vested RSUs and PSUs that have been deferred under our Deferred Compensation Plan, and (b) 616,531 Adjusted EPS PSUs and Relative Return PSUs at target, which may increase by up to an additional 445,596 shares (not included in the number above) representing the number of shares above target if the maximum performance thresholds are met. 2014 Omnibus Plan includes 75,546 vested RSUs and PSUs that have been deferred under our Deferred Compensation Plan. |
| (3) | 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 shown, as well as incremental shares underlying PSUs representing performance at maximum above the respective targets. |
Based on our shares of common stock outstanding as of June 30, 2023, the 9,645,855 shares issuable under existing grants or available for future grants, as set forth in the table above, represent “fully diluted overhang” of approximately 5.1% of our shares of common stock (if shares available for future grant are expressed in stock options). If you approve the Plan Amendment, the additional 7,625,000 shares available for issuance would increase the overhang to approximately 8.8% if shares available for future grant are expressed in stock options, or 5.7% if shares available for future grant are expressed in full-value shares. We calculate “fully diluted overhang” as (a) the total number of shares underlying outstanding awards plus shares available for issuance under future equity awards, divided by (b) the total number of shares outstanding, shares underlying outstanding awards, and shares available for issuance under future equity awards. We recognize that equity awards dilute existing shareholders. In connection with our stock-based compensation programs, we are committed to using equity incentive awards prudently and within reasonable limits. Accordingly, we closely monitor our stock award “burn rate” each year. Our annual burn rate is determined by dividing the number of shares of our common stock subject to stock-based awards we grant in a fiscal year by the weighted average number of our fully diluted shares of our common stock outstanding for that fiscal year. | | | | | | | | | | | | | | | | | | | | | | | | | Fiscal Year | | Options | | | RSUs &
Restricted
Stock | | | PSUs &
Performance
Shares(1) | | | Total
Granted | | | Weighted
Average
Common
Stock
Outstanding | | | Burn
Rate | | | | | | | | | | 2023 | | | 151,454 | | | | 719,028 | | | | 377,915 | | | | 1,248,397 | | | | 181,000,000 | | | | 0.7 | % | | | | | | | | | 2022 | | | 182,751 | | | | 324,091 | | | | 300,890 | | | | 807,732 | | | | 176,000,000 | | | | 0.5 | % | | | | | | | | | 2021 | | | 231,352 | | | | 283,495 | | | | 462,535 | | | | 977,382 | | | | 168,000,000 | | | | 0.6 | % | | | | | | | | | 3-Year Average | | | | | | | | | | | | | | | | | | | | | | | 0.6 | % | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (1) | PSUs reflect vested amounts in each year. |
Based on our current equity award practices, the Compensation Committee’s independent consultant, FW Cook, has estimated that the authorized shares under the 2018 Omnibus Plan, including the Plan Amendment, should be sufficient to provide us with an opportunity to grant equity awards for approximately 2-3 years of awards (including fiscal 2024), in amounts determined appropriate by the Compensation Committee, which administers the 2018 Omnibus Plan (as discussed below). This is only an estimate, and circumstances could cause the share reserve to be used more quickly or more slowly. These circumstances include, but are not limited to, the future price of shares of our common stock, the mix of options and full-value awards provided as long-term incentive compensation, grant amounts provided by our competitors, payout of performance-based awards in excess of target in the event of superior performance, hiring activity, and promotions during the next few years. Highlights of the 2018 Omnibus Plan The 2018 Omnibus Plan contains a number of provisions that we believe are consistent with best practices in equity compensation and protect our shareholders’ interests, as described below. | • | | No evergreen authorization: The 2018 Omnibus Plan does not have an evergreen provision, which would permit an automatic annual increase in the share pool without further shareholder approval. |
| • | | Reasonable limit on full-value awards: Stock options and stock appreciation rights include an exercise price or strike price that limits the recipient’s benefit to any increase in stock value subsequent to grant. In contrast, restricted stock, restricted stock units, and similar awards are referred to as full-value awards because they provide the recipient with the full value of the shares, without being reduced by an exercise price or strike price. For purposes of calculating the shares that remain |
PROPOSAL 4: APPROVAL OF AMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN 2023 Proxy Statement | CATALENT, INC.81 | available for issuance under the 2018 Omnibus Plan, grants of options and stock appreciation rights reduce the share reserve on a one-for-one basis, meaning that the reserve is reduced by one share for each one share subject to a granted award. In contrast, grants of full-value awards will reduce the 2018 Omnibus Plan’s share reserve at the rate of 1.7 shares for every share actually granted after June 30, 2023 (if you approve the Plan Amendment—the current ratio is higher, at 2.25:1). This effectively limits the number of full-value awards that can be granted. For example, if only full-value awards are granted, the 7,625,000 shares added to the share reserve by the Plan Amendment would only permit the issuance of 4,485,294 shares. |
| • | | Prohibition on repricing: The 2018 Omnibus Plan prohibits reducing the exercise price or strike price of outstanding options or stock appreciation rights, including indirect reduction in the exercise price or strike price by means of cancelling and replacing stock options or stock appreciation rights with a grant with a lower exercise price or a cash buyout of an underwater option or stock appreciation right (except as permitted in a change in control, as defined in the 2018 Omnibus Plan, or in the case of an adjustment event as described in the section titled “Changes in Capitalization and Similar Events” below or with shareholder approval). |
| • | | Minimum Vesting Period: At least 95% of the shares under the 2018 Omnibus Plan must be issued pursuant to grants that include a minimum one-year vesting requirement, such that no portion of the award may vest before the first anniversary of the grant date, with certain limited exceptions as described above. |
| • | | No automatic vesting upon a change in control: The 2018 Omnibus Plan does not provide for automatic vesting upon a change in control, but grants the Compensation Committee flexibility to address the treatment of awards under the 2018 Omnibus Plan, including providing for an acquiring corporation to assume or cancel outstanding awards, accelerating the vesting of outstanding awards, or requiring that participants exchange outstanding accelerated awards for cash. |
| • | | No discounted stock options or stock appreciation rights: Stock options and stock appreciation rights must have an exercise price or strike price at or above the fair market value on the date of grant. |
| • | | Limit on director pay: The maximum number of shares subject to awards made to a non-employee director under the 2018 Omnibus Plan in a single fiscal year, taken together with any cash fees (including the annual retainer and any other compensation) paid to such non-employee director in respect of such fiscal year, shall not exceed $650,000 in total value (measured as of the grant date of the applicable awards) if the Plan Amendment is approved (previously, this number was $600,000). |
| • | | No tax gross-up: The 2018 Omnibus Plan does not provide for any tax gross-up. |
| • | | Limitation on dividends and dividend equivalents: Any dividend or dividend equivalent must be subject to the same vesting restrictions as the underlying award and will not be paid until and unless such vesting restrictions are satisfied. |
| • | | Administered by an independent committee: The 2018 Omnibus Plan will be administered by our Compensation Committee, which consists entirely of independent directors. Our Board or the Compensation Committee may delegate administration of certain aspects of the 2018 Omnibus Plan to one or more officers, and our Board, which is majority-independent, retains certain authority as described in more detail below. |
Summary Description of 2018 Omnibus Plan The principal terms and provisions of the 2018 Omnibus Plan are set forth below. This summary, however, is not intended to be a complete description of all the terms of the 2018 Omnibus Plan and is qualified in its entirety by reference to the complete text of the 2018 Omnibus Plan, which is an appendix to the Company’s 2018 Proxy Statement and is also available as an exhibit to our SEC filings, including our 2023 Annual Report, which may be found on investor.catalent.com/financials/sec-filings, and the Plan Amendment, which is annexed to this Proxy Statement as Appendix B. Purpose. The purpose of the 2018 Omnibus Plan is to assist the Company and its affiliates in attracting and retaining selected employees, directors, consultants and/or advisors by providing such individuals with equity compensation, thereby strengthening their long-term commitment to the welfare of the Company and its affiliates. Types of Awards. The following types of awards may be granted under the 2018 Omnibus Plan: options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards, and performance compensation awards. The principal features of each type of award are described below.
82CATALENT, INC. | 2023 Proxy Statement PROPOSAL 4: APPROVAL OF AMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN Administration. The Compensation Committee has the authority to administer the 2018 Omnibus Plan. However, the Board may grant awards and administer the Plan with respect to such awards, subject to applicable securities exchange rules. Additionally, to the extent permitted by law, the Compensation Committee may delegate any or all of its authority to administer the 2018 Omnibus Plan to one or more officers (other than with respect to grants to executive officers and non-employee directors). For purposes of this Proposal, the term “Compensation Committee” will mean our Compensation Committee or such other entity or person, as applicable, that may be properly delegated authority to administer the 2018 Omnibus Plan. Eligibility. Officers and employees, non-employee directors, as well as consultants and other advisors, in our employ or service or in the employ or service of our affiliates (and any prospective employee, non-employee director, consultant, or advisor) are eligible to participate in the 2018 Omnibus Plan. As of October 30, 2023, approximately 17,680 employees (including 9 executive officers) and contractors and 15 non-employee directors were eligible to participate in the 2018 Omnibus Plan. Although we use the services of a number of consultants and other advisors who are or would be eligible to be granted awards under the 2018 Omnibus Plan from time to time, we have never granted awards under the 2018 Omnibus Plan to consultants. Securities Subject to 2018 Omnibus Plan. Subject to the capitalization adjustments and the add-back provisions, each as described below, as of the Plan Amendment Effective Date, no more than 15,507,520 shares shall be available for awards under the 2018 Omnibus Plan, as amended by the Plan Amendment. This share reserve is comprised of (i) 7,625,000 new shares authorized for issuance under the Plan Amendment and (ii) 7,882,520 shares previously authorized for issuance under the 2018 Omnibus Plan that remained available for future grants under the 2018 Omnibus Plan as of June 30, 2023. The number of shares set forth in clause (ii) above will be reduced by one share for each share of our common stock subject to an option or stock appreciation right granted under the 2018 Omnibus Plan after June 30, 2023 and prior to the Plan Amendment Effective Date and by 1.7 shares for each share of our common stock subject to awards (other than options and stock appreciation rights) granted under the 2018 Omnibus Plan after June 30, 2023 and prior to the Plan Amendment Effective Date (the aggregate share limit after such reduction and after adding any share as described above, the “Absolute Share Limit”). The Absolute Share Limit shall be reduced on a one-for-one basis for each share of our common stock subject to an outstanding option or stock appreciation right granted under the 2018 Omnibus Plan and by (A) 2.25 shares for each share of our common stock subject to an outstanding award (other than an option or stock appreciation right) granted under the 2018 Omnibus Plan on or before June 30, 2023 and (B) 1.7 shares for each share of common stock subject to an award (other than an option or stock appreciation right) granted under the 2018 Omnibus Plan after June 30, 2023. For example, if we grant an option or stock appreciation right with respect to 1,000 shares, the share reserve will be reduced by 1,000 shares, but if we instead grant 1,000 shares of restricted stock or restricted stock units after June 30, 2023, the share reserve will be reduced by 1,700 shares. Shares subject to outstanding awards under the 2018 Omnibus Plan and under the 2014 Omnibus Plan that expire or are canceled, forfeited, terminated, settled in cash, or otherwise settled without delivery to the participant of the full number of shares to which the award related (referred to as “retired” awards) will be available for subsequent issuance under the 2018 Omnibus Plan as follows: (a) for each share subject to a retired option or stock appreciation right, one share shall become available for subsequent issuance under the 2018 Omnibus Plan, and (b) for each share subject to a retired award other than an option or stock appreciation right, (A) 2.25 shares shall become available with respect to awards granted on or prior to June 30, 2023 and (B) 1.7 shares shall become available with respect to awards granted after June 30, 2023. However, effective as of June 30, 2023, if you approve the Plan Amendment, shares that are retained as payment of the exercise price or withholding tax upon the exercise of options or stock appreciation rights, shares not issued or delivered as a result of the net settlement of options or stock appreciation rights, and shares reacquired by the Company with the amount received upon exercise of options will not again be available for subsequent issuance under the 2018 Omnibus Plan. For the avoidance of doubt, shares withheld by the Company or tendered by the participant in payment of withholding taxes on awards other than options or stock appreciation rights will continue to be deemed to constitute shares not issued to the participant and will be added to the shares available for awards under the 2018 Omnibus Plan in accordance with the ratios set forth above.
PROPOSAL 4: APPROVAL OF AMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN 2023 Proxy Statement | CATALENT, INC.83 The maximum number of shares of our common stock that may be issued pursuant to options intended to qualify as incentive stock options under the federal tax laws shall be limited to the Absolute Share Limit. The Compensation Committee may grant awards in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by us or with which we combine. Such substitute awards will not reduce the shares of our common stock authorized for issuance under the 2018 Omnibus Plan (but will count against the aggregate number of incentive stock options available for awards, as described above). Additionally, subject to applicable stock exchange requirements, if the acquired company’s equity plan has shares available, such shares may be available for grant under the 2018 Omnibus Plan, which will not reduce (or be added back to) the shares authorized for issuance under the 2018 Omnibus Plan. Shares of our common stock that we issue in settlement of awards may be authorized and unissued shares, shares held in our treasury, shares purchased on the open market or in private transactions, or a combination of the foregoing. Participant Award Limits. Options orstock appreciation rights that are settled in shares may not be granted in any fiscal year to any single participant with respect to more than 1,500,000 shares. During any fiscal year, no participant may be granted performance compensation awards that are denominated in shares under which more than 750,000 shares may be earned in the aggregate. During any fiscal year, no participant may be granted performance compensation awards that are denominated in cash under which more than $10,000,000 may be earned in the aggregate. If you adopt the Plan Amendment, the maximum number of shares subject to awards made to a non-employee director under the 2018 Omnibus Plan in a single fiscal year, taken together with any cash fees (including the annual retainer and any other compensation) paid to such non-employee director in respect of such fiscal year, shall not exceed $650,000 in total value (the current limit is $600,000). Awards. The Compensation Committee has discretion to determine (a) which eligible individuals are to receive awards, (b) the type or types of awards to be made, (c) the number of shares or amount of payment subject to each such award, (d) the terms and conditions of any award, (e) the circumstances under which awards may be settled or exercised in cash, shares of our common stock, other securities, other awards, or other property, or cancelled, forfeited, or suspended, and the method by which awards may be settled, exercised, cancelled, forfeited, or suspended, and (f) whether the delivery of cash, shares, other securities, or other awards with respect to an award will be deferred. The Compensation Committee also has the authority to interpret and administer the 2018 Omnibus Plan, establish or amend any rule or regulation related to the 2018 Omnibus Plan, appoint such agents as the Compensation Committee deems appropriate for the proper administration of the 2018 Omnibus Plan, adopt sub-plans for purposes of granting awards to eligible individuals located outside of the United States, and take any other action that the Compensation Committee deems necessary or desirable for the administration of the 2018 Omnibus Plan. Stock Options. Each stock option will have an exercise price per share determined by the Compensation Committee, but the exercise price cannot be less than the fair market value on the grant date of the shares subject to the option (except with respect to substitute awards in the case of acquired businesses, as described above). No option will have a term in excess of ten (10) years. The shares subject to each option will generally vest in one or more installments over a specified period of service measured from the grant date or upon the achievement of pre-established performance objectives. Payment of the exercise price may be paid in one or more of the following forms: cash, shares of our common stock, or by such other method as the Compensation Committee may permit, including through a cashless exercise procedure pursuant to which the optionee effects a same-day exercise of the option and sale of the purchased shares through a broker in order to cover the exercise price for the purchased shares and the applicable withholding taxes or through a net exercise procedure pursuant to which we withhold a number of shares otherwise issuable upon exercise of the option having a value equal to the exercise price and applicable withholding taxes. Stock options under the 2018 Omnibus Plan may be incentive stock options (i.e., an option described in Section 422 of the Code) or nonqualified stock options. Incentive stock options may provide the optionee with certain advantageous tax treatment, as described below under “Summary of Federal Income tax Consequences.” An option will be a nonqualified
84CATALENT, INC. | 2023 Proxy Statement PROPOSAL 4: APPROVAL OF AMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN stock option unless the applicable award agreement expressly states that the option is intended to be an incentive stock option. Upon cessation of service, the optionee will have a limited period in which to exercise outstanding vested options, with the length of the period varying depending on the reason for the termination of employment. The Compensation Committee will have discretion to waive certain terms of the options when an optionee departs, including waiving the time limit on the post-service exercise period, waiving the requirement of continued service for vesting, or accelerating the vesting of options in whole or in part. Such discretion may be exercised at any time while the options remain outstanding. The holder of an option shall not have any rights of a shareholder with respect to the shares subject to that option unless and until such holder has exercised the option, paid or otherwise satisfied the exercise price for the purchased shares and shares have been issued in respect of the option exercise. Stock Appreciation Rights. We will be able to issue two types of stock appreciation rights under the 2018 Omnibus Plan: Tandem stock appreciation rights granted in conjunction with an option, which provides the holder with the right to surrender the related option following its vesting in exchange for an appreciation distribution from us in an amount equal to the excess of (i) the fair market value of the shares subject to the surrendered option over (ii) the aggregate strike price payable under the option for those shares. Stand-alone stock appreciation rights, which allows the holder to exercise the right as to that number of shares stated in the grant of the right and receive in exchange an appreciation distribution from us in an amount equal to the excess of (i) the fair market value of the shares as to which the right is exercised over (ii) the aggregate strike price under the right for those shares. The strike price per share for each stock appreciation right may not be less than the fair market value per share of our common stock on the grant date of the stock appreciation right, and the right may not have a term in excess of ten (10) years. The appreciation distribution on any exercised stock appreciation right will be paid in (i) cash, (ii) shares of our common stock, or (iii) a combination of cash and shares, as determined by the Compensation Committee. Upon cessation of service with us, the holder of a vested stock appreciation right will have a limited period in which to exercise that right, with the length of the period varying depending on the reason for the termination of employment. The Compensation Committee will have discretion to waive certain terms of the stock appreciation rights when a holder departs, including waiving the time limit on the post-service exercise period, waiving the requirement of continued service for vesting, or accelerating the vesting of stock appreciation rights in whole or in part. Such discretion may be exercised at any time while the stock appreciation rights remain outstanding. The holder of a stock appreciation right will not have any rights of a shareholder with respect to the shares subject to that right unless and until such holder has exercised the right and shares have been in respect of the stock appreciation right. Repricing. The Compensation Committee may not implement any of the following repricing programs (except in the case of a corporate transaction as described in the section titled “Changes in Capitalization and Similar Events” below) without shareholder approval: (i) a reduction of the exercise price in effect for an outstanding option or stock appreciation right, (ii) cancellation of an outstanding option or stock appreciation right in return for a new option or stock appreciation right with a lower exercise price per share, (iii) cancellation of an outstanding option or stock appreciation right with an exercise price per share in excess of the then-current fair market value per share for consideration payable in cash or another award, or (iv) any other action that is considered a “repricing” under a rule of the NYSE (or such other securities exchange on which our securities are listed). Restricted Stock and Restricted Stock Units. Shares of our common stock may be issued under the 2018 Omnibus Plan subject to specified restrictions. Shares of our common stock may also be issued under the 2018 Omnibus Plan pursuant to restricted stock units that entitle the recipients to receive those shares (or cash in lieu of shares), upon vesting or a later date determined by the Compensation Committee, subject to specified restrictions. In either case, the specified restrictions may include a requirement that the recipient remain continuously employed or providing services to us for a specified period or a requirement that certain performance-based goals are met.
PROPOSAL 4: APPROVAL OF AMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN 2023 Proxy Statement | CATALENT, INC.85 Restricted Stock. Shares of restricted stock are subject to vesting and cannot be transferred before the shares vest. Should the recipient cease to remain in service while holding one or more unvested shares of restricted stock or otherwise fail to satisfy any of the specified restrictions, the restricted shares will be forfeited to the Company. Unless otherwise provided in the award agreement, the holder of a share of restricted stock will have the rights of a shareholder from the date of grant of the award to which the share relates, including the right to vote the shares of common stock and the right to receive dividends; however, any dividend will be subject to the same restrictions as the underlying share of restricted stock. Accordingly, if such share is forfeited because the restrictions are not satisfied, the holder will also forfeit the right to such dividends. Restricted Stock Units. Restricted stock units are subject to vesting, with shares or the value of shares being paid at the vesting date or some later specified date. Should the recipient cease to remain in service while holding one or more unvested restricted stock units or otherwise fail to satisfy any of the specified restrictions, then those units will automatically be canceled and will not vest. To the extent provided in an award agreement, the holder of a restricted stock unit will be entitled to be credited with dividend equivalent payments upon the payment by us of dividends on shares of our common stock, either in cash or shares; however, any such dividend equivalent will be subject to the same restrictions as the underlying restricted stock unit, so, if such restricted stock unit is forfeited because the restrictions are not satisfied, the holder will also forfeit the right to collect such dividend equivalents. The Compensation Committee will have discretion to waive certain of the specified restrictions, including the requirement of continued employment or service. Other Stock-Based Awards. Under the 2018 Omnibus Plan, the Compensation Committee may grant other types of awards that are denominated in shares of our common stock to anyone eligible to participate in the 2018 Omnibus Plan. The Compensation Committee will determine the terms and conditions of such awards. Performance Compensation Awards. The Compensation Committee may designate any award granted under the 2018 Omnibus Plan, including a cash bonus, as a performance compensation award. The Compensation Committee will determine the length of performance periods, the performance criteria that will be used to establish the performance goals, the kinds and levels of performance goals, and any performance formula used to determine whether a performance compensation award has been earned for the performance period. Such performance criteria may be based on the attainment of specific levels of our performance (or the performance of any affiliate, division or operational or business unit, product line, brand, business segment, administrative department, or any combination of the foregoing), and may include one or more of the following: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit, or gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); (vii) cash flow measures (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital), which may but are not required to be measured on a per-share basis; (viii) earnings before or after interest, taxes, depreciation, amortization, or rent (including EBIT, EBITDA, and EBITDAR); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total shareholder return, whether measured on an absolute or relative basis); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating efficiency; (xiv) objective measures of customer satisfaction; (xv) working capital targets; (xvi) measures of economic value added or other ‘value creation’ metrics; (xvii) inventory control; (xviii) enterprise value; (xix) sales; (xx) shareholder return; (xxi) client retention; (xxii) competitive market metrics; (xxiii) employee retention; (xxiv) timely completion of new product rollouts; (xxv) timely launch of new facilities; (xxvi) measurements related to a new purchasing “co-op”; (xxvii) objective measures of personal targets, goals or completion of projects (including but not limited to succession and hiring projects, completion of specific acquisitions, reorganizations or other corporate transactions or capital-raising transactions, expansions of specific business operations, achieving specified operational objectives, and meeting divisional or project budgets); (xxviii) system-wide revenues; (xxix) royalty income; (xxx) comparisons of continuing operations to other operations; (xxxi) market share; (xxxii) cost of capital, debt leverage year-end cash position or book value; (xxxiii) strategic objectives, development of new product lines, and related revenue, sales and margin targets, co-branding or international operations; or (xxxiv) any combination of the foregoing. The Compensation Committee may also grant awards that are based on performance goals other than those set forth above.
86CATALENT, INC. | 2023 Proxy Statement PROPOSAL 4: APPROVAL OF AMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN The Compensation Committee may specify adjustments or modifications to be made to the calculation of a performance goal for such performance period, based on and in order to appropriately reflect the following events: (i) an asset write-down; (ii) litigation or any claim judgment or settlement; (iii) the effect of a changes in tax law, an accounting principle, or another law, stock exchange listing standard, or regulatory rule affecting reported results; (iv) any reorganization or restructuring program; (v) any unusual, infrequently occurring, or nonrecurring item or event, or as described in management’s discussion and analysis of financial condition and results of operations appearing in our annual report to shareholders for the applicable year; (vi) any acquisition or divestiture; (vii) any other specific, unusual, infrequently occurring, or nonrecurring event, or objectively determinable category thereof; (viii) any foreign exchange gain or loss; (ix) discontinued operations and nonrecurring charges; and (x) a change in our fiscal year. Unless otherwise provided in the applicable award agreement, (i) a participant must be employed by us on the last day of a performance period to be eligible for payment in respect of a performance compensation award for such performance period and (ii) a participant will only be eligible to receive payment in respect of a performance compensation award to the extent that the performance goals for such period are achieved. However, unless otherwise provided in the applicable award agreement, the Compensation Committee shall have the discretion to (i) provide payment in respect of performance compensation awards for a performance period if the performance goals have not been attained or (ii) increase a performance compensation award, subject to the applicable limitations set forth in the section titled “Securities Subject to 2018 Omnibus Plan” above. New Plan Benefits No award has been or will be granted under the 2018 Omnibus Plan with respect to the shares to be added by the Plan Amendment unless and until you approve the Plan Amendment. Any award following approval of this Proposal shall be at the discretion of the Compensation Committee. Accordingly, the benefits or amounts that may be received by or allocated to each of (i) the officers listed in the Summary Compensation Table, (ii) each of the nominees for election as a director, (iii) all non-employee directors as a group, (iv) all of our present executive officers as a group, and (v) all of our employees, including all other current officers, as a group under the 2018 Omnibus Plan are not determinable at this time.
PROPOSAL 4: APPROVAL OF AMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN 2023 Proxy Statement | CATALENT, INC.87 History of Grants Under the 2018 Omnibus Plan The following table shows the aggregate number of shares of our common stock underlying options, restricted stock units and performance restricted stock units granted to the identified persons under the 2018 Omnibus Plan since its inception through December 4, 2023. No award has been granted under the 2018 Omnibus Plan to any associate of any director, director nominee, or executive officer, and no other person has been granted 5% or more of the total amount of awards granted under the 2018 Omnibus Plan. As of December 4, 2023, the closing price of our common stock on the NYSE was $39.97 per share. | | | | | | | | | | | | | | Name | | Shares of
Common
Stock
Underlying
Stock
Options(1) (#) | | | Restricted Stock Units(1)
(#) | | | Performance
Share Units(2) (#) | | | | | | | Named Executive Officers and Position | | | | | | | | | | | | | | | | | | Alessandro Maselli(3) – President and Chief Executive Officer | | | 192,485 | | | | 65,328 | | | | 106,703 | | | | | | | Steven L. Fasman – Former Executive Vice President & Chief Administrative Officer | | | 69,613 | | | | 32,283 | | | | 39,558 | | | | | | | Aristippos Gennadios – Group President, Pharma and Consumer Health | | | 47,401 | | | | 37,374 | | | | 26,921 | | | | | | | Ricky Hopson – President, Division Head for BioProduct Delivery, Chief of Staff, and Former Interim Chief Financial Officer | | | 23,983 | | | | 19,513 | | | | 13,456 | | | | | | | John Chiminski – Former Executive Chair | | | 326,424 | | | | 98,255 | | | | 172,310 | | | | | | | Thomas Castellano – Former Senior Vice President and Chief Financial Officer | | | 24,375 | | | | 12,261 | | | | 14,605 | | | | | | | Manja Boerman – Former President, Division Head for Biomodalities | | | 24,433 | | | | 15,864 | | | | 32,171 | | | | | | | All current executive officers as a group | | | 558,072 | | | | 222,597 | | | | 271,581 | | | | | | | All current directors who are not executive officers as a group | | | — | | | | 257,164 | | | | — | | | | | | | Director Nominees | | | | | | | | | | | | | | | | | | Michael J. Barber | | | — | | | | 13,389 | | | | — | | | | | | | Steven K. Barg | |
| —
|
| |
| 7,711
|
| |
| —
|
| | | | | | J. Martin Carroll | | | — | | | | 19,052 | | | | — | | | | | | | Rolf Classon | | | — | | | | 18,497 | | | | — | | | | | | | Frank D’Amelio | | | — | | | | 7,972 | | | | — | | | | | | | John J. Greisch(4) | | | 127,096 | | | | 11,504 | | | | 22,353 | | | | | | | Gregory T. Lucier | | | — | | | | 18,497 | | | | — | | | | | | | Donald E. Morel, Jr. | | | — | | | | 18,497 | | | | — | | | | | | | Stephanie Okey | | | — | | | | 7,972 | | | | — | | | | | | | Michelle R. Ryan | | | — | | | | 7,972 | | | | — | | | | | | | Jack Stahl | | | — | | | | 18,497 | | | | — | | | | | | | All employees, including all current officers who are not executive officers, as a group | | | 1,216,319 | | | | 2,838,306 | | | | 945,672 | |
| (1) | Number of stock options and restricted stock units shown above have not been reduced to reflect forfeitures, cancellations, or exercises, as applicable. |
| (2) | Includes performance share units and performance restricted stock awards. The amounts shown above reflects shares earned with respect to completed performance periods, and target awards granted with respect to ongoing performance periods. |
| (3) | Mr. Maselli is also a director nominee. |
| (4) | Mr. Greisch is also an executive officer. |
General Provisions Changes in Capitalization and Similar Events. In the event of (a) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of our common stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of shares of common stock or other of our securities, issuance of warrants or other rights to acquire shares of common stock or other of our securities, or other similar corporate transaction or event (including a change in control) that
88CATALENT, INC. | 2023 Proxy Statement PROPOSAL 4: APPROVAL OF AMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN affects the shares of our common stock, or (b) unusual or nonrecurring events (including a change in control) affecting us, any affiliate, or our financial statements or those of any affiliate, or changes in applicable rules, rulings, regulations, or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles, or law, such that in either case an adjustment is determined by the Compensation Committee in its sole discretion to be necessary or appropriate, then the Compensation Committee shall make any such adjustments in such manner as it may deem equitable, including any or all of the following: adjusting any or all of (A) the number of shares available for grant under the 2018 Omnibus Plan, (B) the number of shares of common stock or other securities (or number and kind of other securities or other property) that may be issued in respect of awards or with respect to which awards may be granted under the 2018 Omnibus Plan (including adjusting any or all of the limitations as set forth above in the section titled “Securities Subject to 2018 Omnibus Plan”) and (C) the terms of any outstanding award; providing for a substitution or assumption of awards (or awards of an acquiring company), accelerating the exercisability of, lapse of restrictions on, or termination of, awards or providing for a period (which shall not be required to be more than ten (10) days) for participants to exercise outstanding awards prior to the occurrence of such event (and any such award not so exercised shall terminate upon the occurrence of such event); and | • | | cancelling any one or more outstanding awards and causing to be paid to the holders of vested awards (including any award that would vest as a result of the occurrence of such event but for such cancellation) the value of such awards, if any, as determined by the Compensation Committee (which if applicable may be based upon the price per share of common stock received or to be received by our other shareholders in such event), including, in the case of an outstanding option or stock appreciation right, a cash payment in an amount equal to the excess, if any, of the fair market value (as of a date specified by the Compensation Committee) of the shares of common stock subject to such option or stock appreciation right over the aggregate exercise price of such option or stock appreciation right, respectively (it being understood that, in such event, any option or stock appreciation right having a per-share exercise price equal to, or in excess of, the fair market value of a share of common stock subject thereto may be canceled and terminated without any payment or consideration therefor). |
Valuation. The fair market value per share of our common stock on any relevant date under the 2018 Omnibus Plan is deemed to be equal to the closing selling price per share on that date as determined by the NYSE (or if there was no sale on that date, on the last preceding date on which a sale was reported). As of December 4, 2023, the fair market value of our common stock determined on such basis was $39.97 per share. Transferability. Awards under the 2018 Omnibus Plan (a) may not be assigned, alienated, pledged, attached, sold, or otherwise transferred or encumbered by a participant other than by will or the laws of descent and distribution and (b) may only be exercised by a participant during the participant’s lifetime or, if permissible under applicable law, by the participant’s legal guardian, representative or devisee. However, the Compensation Committee may permit awards (other than incentive stock options) to be transferred (without consideration) to one or more members of the award recipient’s family, to a trust established for the award recipient or one or more such family members, or to such other transferee as permitted under the 2018 Omnibus Plan, subject to such rules as the Compensation Committee may adopt. Withholding taxes. A participant shall be required to pay us any required withholding or any other applicable taxes or other amounts due from the participant in respect of an award. Alternatively, we shall have the right to withhold from any cash, share, or other securities or property issuable under any award or from any other compensation, any required withholding or any other applicable taxes or other amounts due from the participant in respect of an award. The Compensation Committee also may allow such individuals to deliver previously acquired shares of our common stock in payment of such withholding tax liability. Any shares withheld in excess of the shares required to satisfy a withholding liability at the minimum statutory withholding rates will not be added back to the share reserve under the recycling rules of the plan. Clawback/Forfeiture. An award agreement may provide that the Compensation Committee may cancel such award, or require that the participant forfeit any gain realized on the vesting, exercise, or settlement of such award, if the participant
PROPOSAL 4: APPROVAL OF AMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN 2023 Proxy Statement | CATALENT, INC.89 has engaged in or engages in any “Detrimental Activity” (as defined in the 2018 Omnibus Plan). The Compensation Committee may also provide in an award agreement that, if the participant receives any amount in excess of what the participant should have received under the terms of the award for any reason (including by reason of a financial restatement, mistake in calculation, or other error or problem), then the participant shall be required to repay to us any such excess amount. Without limiting the generality of the foregoing, all awards shall be subject to reduction, cancellation, forfeiture, or recoupment to the extent necessary to comply with applicable law. In addition, if the Plan Amendment is approved, all Awards (and/or any amount received with respect to such Awards) will be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law, stock exchange listing requirements, and/or any clawback or recoupment policy we may promulgate. Minimum Vesting. Pursuant to the Plan Amendment, all awards will be subject to one-year minimum vesting. No portion of the award may vest before the first anniversary of the grant date. After the one-year period, vesting may be on a less than annual basis; subsequent vesting tranches may be on monthly, quarterly or other intervals. The Plan Amendment permits us to grant up to 5% of the shares authorized under the 2018 Omnibus Plan with vesting that does not comply with this rule (i.e., where the initial vesting is less than one year after the grant date). In addition, the follow awards are not subject to the minimum vesting requirement: substitute awards, shares delivered in lieu of fully vested cash awards and awards to non-employee directors that vest at the date of the next annual meeting of shareholders that is at least 50 weeks after the grant date. The minimum vesting restriction does not apply to the Compensation Committee’s discretion to provide for accelerated vesting and/or exercisability of awards, including in cases of retirement, termination, death, disability or a change in control, as set forth in the terms of the award or otherwise. Amendment and Termination. Our Board may amend the 2018 Omnibus Plan at any time, subject to shareholder approval to the extent required under applicable law or regulation or pursuant to the listing standards of the stock exchange on which our common stock is at the time primarily traded. Unless sooner terminated by our Board, no awards may be granted under the 2018 Omnibus Plan on or after October 31, 2028. The 2018 Omnibus Plan will terminate earlier to the extent that all shares available for issuance under the 2018 Omnibus Plan have been issued as fully vested shares or upon the termination of all outstanding awards in connection with certain changes in control or ownership. Summary of Federal Income Tax Consequences The following is a summary of certain material aspects of the U.S. federal income tax consequences applicable to us and the participants who receive awards under the 2018 Omnibus Plan but does not purport to be a complete analysis of all potential tax consequences. This summary is based on the provisions of the Code and related regulations, administrative rulings, and judicial decisions as in effect on the date of this Proxy Statement. Those authorities may change, perhaps retroactively, and are subject to differing interpretations that may result in consequences other than those described in this section. Further, individual participant circumstances not anticipated in this summary may also result in different consequences. This summary does not address other possibly applicable laws, including other kinds of U.S. tax laws or foreign, state, or local tax laws. Option Grants. Options granted under the 2018 Omnibus Plan may be either incentive stock options, which satisfy the requirements of Section 422 of the Code, or nonqualified stock options, which are not intended to satisfy such requirements. The federal income tax treatment for the two types of options differs as follows: Incentive Options. The holder of an incentive stock option does not recognize taxable income at the time of the option grant, and no ordinary taxable income is recognized at the time the option is exercised, although there may be taxable income at that time under the alternative minimum tax. The optionee will recognize taxable income in the year in which the purchased shares are sold or otherwise made the subject of certain other dispositions. For federal income tax purposes, dispositions are divided into two categories: (i) qualifying, and (ii) disqualifying. A qualifying disposition occurs if the sale or other disposition is made more than two (2) years after the date the option for the shares involved in such sale or disposition is granted and more than one (1) year after the date the option is exercised for those shares. If the sale or disposition occurs before these two periods are satisfied, then a disqualifying disposition will result.
90CATALENT, INC. | 2023 Proxy Statement PROPOSAL 4: APPROVAL OF AMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN Upon a qualifying disposition, the optionee will recognize long-term capital gain in an amount equal to the excess, if any, of (i) the amount realized upon the sale or other disposition of the purchased shares over (ii) the exercise price paid for the shares. If there is a disqualifying disposition of the shares, then the excess of (i) the fair market value of those shares on the exercise date or (if less) the amount realized upon such sale or disposition over (ii) the exercise price paid for the shares will be taxable as ordinary income to the optionee. Any additional gain or loss recognized upon the disposition will be a capital gain or loss. If the optionee makes a disqualifying disposition of the purchased shares, then generally we will be entitled to an income tax deduction, for the taxable year in which such disposition occurs, equal to the amount of ordinary income recognized by the optionee as a result of the disposition. We will not be entitled to any income tax deduction if the optionee makes a qualifying disposition of the shares. Nonqualified Stock Options. The holder of a nonqualified stock option does not recognize taxable income at the time of the option grant. The optionee will, in general, recognize ordinary income when the option is exercised, equal to the excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares, and the optionee will be required to satisfy the tax withholding requirements applicable to such income. Generally, we will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the optionee with respect to the exercised non-statutory option. The deduction will in general be allowed for our taxable year in which such ordinary income is recognized by the optionee. Stock Appreciation Rights. No taxable income is recognized upon receipt of a stock appreciation right. The holder will recognize ordinary income in the year in which the stock appreciation right is exercised, in an amount equal to the excess of the fair market value of the underlying shares on the exercise date over the base price in effect for the exercised right, and the holder will be required to satisfy the tax withholding requirements applicable to such income. Generally, we will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the holder in connection with the exercise of the stock appreciation right. The deduction will in general be allowed for the taxable year in which such ordinary income is recognized. Restricted Stock. The recipient of unvested shares of common stock will not recognize any taxable income at the time those shares are issued but will have to report as ordinary income, as and when those shares subsequently vest, an amount equal to the excess of (i) the fair market value of the shares on the vesting date over (ii) the cash consideration (if any) paid for the shares. The recipient may, however, elect under Section 83(b) of the Code to include as ordinary income in the year the unvested shares are issued an amount equal to the excess of (i) the fair market value of those shares on the issue date over (ii) the cash consideration (if any) paid for such shares. If the Section 83(b) election is made, the recipient will not recognize any additional income as and when the shares subsequently vest. Generally, we will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the recipient with respect to the unvested shares, whether at grant (pursuant to a Section 83(b) election) or at vesting. The deduction will in general be allowed for our taxable year in which such ordinary income is recognized by the recipient. Restricted Stock Units. No taxable income is recognized upon receipt of restricted stock units. The holder will recognize ordinary income when the holder receives the shares or the value of the shares subject to the units. The amount of that income will be equal to the fair market value of the shares on the date of issuance, if shares are issued, and the amount of cash, if cash is paid, and the holder will be required to satisfy the tax withholding requirements applicable to such income. Generally, we will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the holder at the time the restricted stock units are settled. The deduction will in general be allowed for the taxable year in which such ordinary income is recognized. Other Stock-Based Award. The tax consequences of other stock-based awards will depend on the nature of such awards. However, in general, taxable income is recognized when stock-based awards are actually settled and the participant receives shares or the value of shares, and at such time the participant will be required to satisfy the tax withholding requirements applicable to such income. Generally, we will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant at the time of settlement. The deduction will in general be allowed for the taxable year in which such ordinary income is recognized.
PROPOSAL 4: APPROVAL OF AMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN 2023 Proxy Statement | CATALENT, INC.91 Dividends and Dividend Equivalent Rights. No taxable income is recognized upon receipt of a right to dividend or dividend equivalents. The holder will recognize ordinary income in the year in which a dividend or distribution, whether in cash, securities, or other property, is paid to the holder. The amount of that income will be equal to the fair market value of the cash, securities, or other property received, and the holder will be required to satisfy the tax withholding requirements applicable to such income. Generally, we will be entitled to an income tax deduction equal to the amount of the ordinary income recognized by the holder at the time the dividend or distribution is paid to such holder. That deduction will in general be allowed for the taxable year in which such ordinary income is recognized. Section 162(m) of the Code. Section 162(m) of the Code imposes a $1 million limit on the amount a public company may deduct for compensation paid to a company’s chief executive officer, chief financial officer, or any of the company’s three other most highly compensated executive officers. As in prior years, while deductibility of executive compensation for federal income tax purposes is among the factors the Compensation Committee considers when structuring our executive compensation arrangements, it is not the sole or primary factor considered. Our Board and the Compensation Committee retain the flexibility to authorize compensation that may not be deductible if they believe it is in our best interests. Accounting Treatment Pursuant to FASB ASC Topic 718, we must expense all share-based payments, including grants of stock options, stock appreciation rights, restricted stock, restricted stock units and all other stock-based awards under the 2018 Omnibus Plan. Accordingly, stock options and stock appreciation rights which are granted to our employees and non-employee directors and payable in shares will have to be valued at fair value as of the grant date under an appropriate valuation formula, and that value will then have to be charged as a direct compensation expense against our reported earnings over the designated vesting period of the award. Stock appreciation rights that are to be settled in cash will be subject to variable mark-to-market accounting until the settlement date. For shares issuable upon the vesting of restricted stock units awarded under the 2018 Omnibus Plan, we will be required to amortize over the vesting period a compensation cost equal to the fair value of the underlying shares on the date of the award. If any other shares are unvested at the time of their direct issuance, then the fair value of those shares at that time will be charged to our reported earnings ratably over the vesting period. Such accounting treatment for restricted stock units and direct stock issuances will be applicable whether vesting is tied to service periods or performance goals, although, for performance-based awards, the grant date fair value will initially be determined on the basis of the probable outcome of performance goal attainment. The issuance of a fully vested stock bonus will result in an immediate charge to our earnings equal to the fair value of the bonus shares on the issuance date. Dividends or dividend equivalents paid on the portion of an award that vests will be charged against our retained earnings. If the award holder is not required to return the dividends or dividend equivalents if they forfeit their awards, dividends or dividend equivalents paid on instruments that do not vest will be recognized by us as additional compensation cost. Finally, it should be noted that the compensation expense accruable for performance-based awards under the 2018 Omnibus Plan will, in general, be subject to adjustment to reflect the actual outcome of the applicable performance goals, and any expense accrued for such performance-based awards will be reversed if the performance goals are not met, unless those performance goals are deemed to constitute market conditions (i.e., because they are tied to the price of shares of our common stock) under FASB ASC Topic 718. Vote Required Approval of the 2018 Omnibus Plan requires the affirmative vote of a majority of the votes cast, with abstentions considered “votes cast” under current NYSE rules and therefore having the effect of a vote against. Should such shareholder approval not be obtained, then the Plan Amendment will not become effective and awards will continue to be granted under the 2018 Omnibus Plan, subject to previously authorized share limits.
92CATALENT, INC. | 2023 Proxy Statement PROPOSAL 4: APPROVAL OF AMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN Recommendation of the Board of Directors Our Board recommends that the shareholders vote FOR the approval of the Plan Amendment. Our Board believes that it is in our best interest and yours to provide certain employees, non-employee directors, and certain consultants and advisors with the opportunity to acquire an ownership interest in the company through their participation in the 2018 Omnibus Plan and thereby encourage them to remain in the company’s service and more closely align their interests with those of the shareholders. Our Board believes that the Plan Amendment is necessary for us to be able to continue equity grants under the 2018 Omnibus Plan, and, thereby, to attract and retain the services of individuals essential to our long-term growth and success. 
ANNUAL MEETING, VOTING, AND PROCEDURES 2023 Proxy Statement | CATALENT, INC.93 Annual Meeting, Voting, and Procedures Annual Meeting Information We are making this Proxy Statement available to our shareholders in connection with the solicitation of proxies by our Board for our 20222023 Annual Meeting of Shareholders. We are holding our 20222023 Annual Meeting of Shareholders at 8:00 a.m. Eastern on Thursday, October 27, 2022January 25, 2024 via a virtual meeting that can be attended atwww.virtualshareholdermeeting.com/CTLT2022CTLT2023. We will limit attendance to shareholders of record on the record date, September 6, 2022,December 4, 2023, or their proxy holders.In order to access the virtual meeting, you will need the16-digit control number included on your proxy card, voting instruction form or Notice of Internet Availability. You will be able to submit questions during the meeting by typing your question into the “ask a question” box on the meeting page. If you encounter any difficulty accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Annual Meeting log-in page. Technical support will be available starting 15 minutes prior to the meeting. If you hold shares through a bank, broker, or other nominee (also known as shares held in “street name”), you will need to follow the instructions provided by such broker, bank or nominee. Only shareholders or their valid proxy holders may address the meeting. Availability of Proxy Materials | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL SHAREHOLDERS MEETING TO BE HELD ON OCTOBER 27, 2022.JANUARY 25, 2024 |
We are furnishing proxy materials to our shareholders via “Notice and Access” delivery. On or about September 16, 2022December 15, 2023, we mailed to our shareholders a Notice of Internet Availability of Proxy Materials. This notice contains instructions on how to access our 20222023 Proxy Statement and 20222023 Annual Report and vote online. Our 20222023 Proxy Statement and 20222023 Annual Report are available online at www.proxyvote.com.www.proxyvote.com. You will not receive a printed, paper copy of our proxy materials unless you request one. To view this material, you must have available the 16-digit control number located on the noticeNotice mailed on or about September 16, 2022December 15, 2023 or the proxy card, or, if shares are held in the name of a broker, bank, or other nominee, on the voting instruction form. To request a paper copy of our proxy materials, visit www.proxyvote.com, call 1-800-579-1639, call 1-800-579-1639, or send an email, with your 16-digit control number in the subject line, to sendmaterial@proxyvote.com. Please make the request on or before October 13, 2022January 11, 2024 to facilitate timely delivery. Who is Entitled to Vote at the Annual Meeting? Only holders of Catalent, Inc. common stock at the close of business on September 6, 2022,December 4, 2023, the record date fixed by our Board, may vote the shares of common stock that they hold on that date at the 20222023 Annual Meeting of Shareholders with respect to the matters submitted for vote. In deciding all matters at the Annual Meeting, each share of common stock represents one vote. As of September 6, 2022,December 4, 2023, there were 179,895,931180,641,272 shares of our common stock outstanding. A list of the holders of record as of September 6, 2022December 4, 2023 will be available for inspection by appointment during ordinary business hours at our headquarters at 14 Schoolhouse Road, Somerset, NJ 08873, from October 17, 2022January 15, 2024 to October 26, 2022.January 24, 2024. Appointments can be made by emailing our Corporate Secretary at CorpSec@catalent.com. Participants in the virtual Annual Meeting will be able to access the list during the meeting.
7494CATALENT, INC. | 20222023 Proxy Statement ANNUAL MEETING, VOTING, AND PROCEDURES
Rights Afforded to Virtual Meeting Participants The virtual meeting format for the Annual Meeting will enable full and equal participation by attending shareholders from any place in the world at little to no cost. We designed the format of the virtual meeting to ensure that our shareholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We will take the following steps to ensure such an experience: providing shareholders with the ability to submit appropriate questions in advance of the meeting to ensure thoughtful responses from management and the Board;
providing shareholders with the ability to submit appropriate questions real-time via the meeting website, limiting questions to one per shareholder unless time otherwise permits; and answering as many questions submitted in accordance with the meeting rules of conduct as possible in the time allotted for the meeting without discrimination. How to Vote We encourage you to vote as soon as possible, even if you plan to attend the meeting virtually on October 27, 2022.January 25, 2024. Your vote is important. You may vote shares that you owned as of the close of business on September 6, 2022,December 4, 2023, which is the record date set by our Board. If you own shares registered directly in your name as the shareholder of record, you are a “record owner” and have the right to give your proxy directly to our vote tabulating agent. You may vote by proxy in the following ways: Review Your Proxy Statement and Vote in One of Four Ways: | | | | | | | | | | | | | | VIRTUALLY 
| | Online at www.virtualshareholdermeeting.com/ CTLT2022CTLT2023 8:00 a.m. Eastern on October 27, 2022. January 25, 2024. | | BY INTERNET 
| | Online at www.proxyvote.com. 24 hours a day until 11:59 p.m. Eastern on October 26, 2022.January 24, 2024 for shares held directly and by 11:59 p.m. on January 22, 2024 for shares held in a Plan. | | | | | | | | BY TELEPHONE 
| | By calling 1-800-690-6903 (toll free) in the United States or Canada. 24 hours a day until 11:59 p.m. Eastern on October 26, 2022.January 24, 2024 for shares held directly and by 11:59 p.m. on January 22, 2024 for shares held in a Plan. | | BYMAIL 
| | By returning a properly completed, signed and dated proxy card or voting instruction form 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. Allow sufficient time for us to receive your proxy card or voting instruction form before the date of the meeting. | | |
For telephone and internet voting, as well as for accessing the virtual meeting, you will need the 16-digit control number included included on your notice or on your proxy card.card or voting instruction form. If you own shares in street name, the institution holding the shares is the record owner and you are a “beneficial owner” of those shares. You will receive voting instructions from your broker, bank, or plan trustee, and you may direct them how to vote on your behalf by complying with those voting instructions. Those instructions will include a control number for telephone and internet voting as well as for accessing and voting at the virtual meeting, and applicable deadlines.
ANNUAL MEETING, VOTING, AND PROCEDURES 2022 2023 Proxy Statement | CATALENT, INC.7595 Revoking a Proxy If you own shares registered directly in your name as the shareholder of record, you can revoke your proxy at any time before the vote occurs by: Submitting a written revocation to our Corporate Secretary, which must be received no later than 5:00 p.m. Eastern on October 26, 2022January 24, 2024 at Catalent, Inc., 14 Schoolhouse Road, Somerset, NJ 08873, Attention: Corporate Secretary; Submitting a later-dated proxy; Providing subsequent telephone or internet voting instructions no later than 11:59 p.m. Eastern on October 26, 2022;January 24, 2024 for shares held directly and no later than 11:59 p.m. on January 22, 2024 for shares held in a Plan; or Voting online at the virtual meeting. If you hold your shares in street name, you must contact your broker, bank, or other nominee for specific instructions on how to change or revoke your vote. Only the latest, validly executed proxy that you submit will be counted. Your attendance at the 20222023 Annual Meeting of Shareholders will not by itself revoke a proxy you have given unless you file a written notice of such revocation as noted above. Quorum and Required Vote We will have a quorum and will be able to conduct the business of the 20222023 Annual Meeting of Shareholders if a majority of the outstanding shares of our common stock entitled to vote at the meeting are present, either in person or by proxy. Each share of common stock is entitled to one vote on each matter to be voted upon at the 20222023 Annual Meeting of Shareholders. Abstentions and broker non-votes will be counted as present for the purpose of determining whether a quorum is present for the meeting. The table below describes the vote requirements and the effect of abstentions and broker non-votes, as prescribed under our bylaws and Delaware law, for the election of directors and the approval of the other items on the agenda for the meeting. | | | | | | | | PROPOSALS TO BE VOTED ON AND BOARD RECOMMENDATION | | | | | | Proposal | | Vote Required | | Effect of Abstentions and Broker Non-Votes* | | Board
Recommendations | | | | | Election of FourteenTwelve Director Nominees | | Majority of the votes cast.** | | Abstentions and broker non-votes will have no effect on the outcome of the election. | | FOR | | | | | | Ratification of Appointment of E&Y as Independent Auditor for Fiscal 20232024 | | Majority in voting power of the shares present in person or represented by proxy and entitled to vote on the subject matter. | | Abstentions will have the effect of a vote against. | | FOR | | | | | Advisory Vote to Approve Our Executive Compensation (Say-on-Pay) | | Majority in voting power of the shares present in person or represented by proxy and entitled to vote on the subject matter. | | Abstentions will have the effect of a vote against. Broker non-votes will have no effect on the outcome. | | FOR | | | | | Approval of Amendment No. 1 to the Catalent, Inc. 2018 Omnibus Incentive Plan | | Majority of the votes cast. | | Abstentions and broker non-votes will have no effect on the outcome. | | FOR |
| * | A broker non-vote occurs when a broker submits a proxy but does not vote on a Proposal because it is not a “routine” item under NYSE rules and the broker has not received voting instructions from the beneficial owner of the shares. Your broker may vote without your instructions only on Proposal 2—Ratification of Appointment of E&Y as Independent Auditor for Fiscal 2023.2024. |
| ** | 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. |
96CATALENT, INC. | 2023 Proxy Statement ANNUAL MEETING, VOTING, AND PROCEDURES Effect of not Casting yourYour Vote If we timely receive a proxy specifying your voting choice, your shares will be voted in accordance with that choice. If you are a registered shareholder and you do not cast your vote, no vote will be cast on your behalf on any of the Proposals at the Annual Meeting of Shareholders. If you sign and return a proxy card without specific voting instructions, your shares will be voted in accordance with our Board’s voting recommendations stated above.
76CATALENT, INC. | 2022 Proxy Statement ANNUAL MEETING, VOTING, AND PROCEDURES
If you hold your shares in street name, you will receive a voting instruction form that lets you instruct your bank, broker, or other nominee how to vote your shares. Under NYSE rules, if you do not provide voting instructions to your broker, the broker is permitted to exercise discretionary voting authority only on “routine” matters. The only “routine” item on this year’s Annual Meeting of Shareholders agenda is Proposal 2—Ratification of Appointment of E&Y as Independent Auditor for Fiscal 2023.2024. If you hold your shares in street name, and you wish to have your shares voted on all proposals in this Proxy Statement, you must provide voting instructions.If you do not return your voting instruction form, your shares will not be voted on any item, except that your broker may vote in its discretion on Proposal 2. Solicitation We will pay the cost of preparing, assembling, printing, mailing, and distributing these proxy materials. We will provide copies of these proxy materials to banks, brokerage houses, fiduciaries, and custodians holding in their names shares of our common stock beneficially owned by others so that they may forward these proxy materials to the beneficial owners. Our directors, officers, or employees may solicit proxies or votes for us in person, or by mail, telephone, or electronic communication. They will not receive any additional compensation for these solicitation activities. Availability of Voting Results We expect to announce preliminary voting results at the 20222023 Annual Meeting of Shareholders. We will disclose the final voting results in a Current Report on Form 8-K to be filed with the SEC following the meeting.
INFORMATION ABOUT 20232024 ANNUAL MEETING 2022 2023 Proxy Statement | CATALENT, INC.7797 Information About 20232024 Annual Meeting Shareholder Proposals for the 20232024 Annual Meeting of Shareholders We currently intend to hold our 2023 Annual Meeting of Shareholders on October 26, 2023.
Proposals Pursuant to Rule14a-8. Pursuant to Rule 14a-8 promulgated under the Exchange Act (“(“Rule 14a-8”), shareholders may present proper proposals for inclusion in our Proxy Statement. To be eligible for inclusion in our 2023 Proxy Statement under Rule 14a-8, your proposal must be received by us no later than the close of business on May 19, 2023August 17, 2024 and must otherwise comply with Rule 14a-8. While our Board will consider shareholder proposals, we reserve the right to omit from our proxy statement shareholder proposals that we are not required to include under the Exchange Act and its implementing rules, including Rule 14a-8. Business Proposals and Nominations Pursuant to Our Bylaws. Under our bylaws, in order to nominate a director or bring any other business before the shareholders at the 20232024 Annual Meeting of Shareholders, you must comply with the advance notice eligibility and procedural requirements in our bylaws (unless you wish to nominate a director in accordance with the proxy access provisions included in our bylaws, as described below). In addition, assuming the date of the 20232024 Annual Meeting of Shareholders is not more than 30 days before and not more than 70 days after the anniversary date of the 20222023 Annual Meeting of Shareholders, you must notify us in writing, and such written notice must be delivered to our Corporate Secretary at Catalent, Inc., 14 Schoolhouse Road, Somerset, NJ 08873 no earlier than June 29, 2023,28, 2024, and no later than July 29, 2023.28, 2024. In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the company’s nominees must provide a notice no later than August 28, 2023, that sets forth the information required by Rule 14a-19 promulgated under the Exchange Act. Shareholder Proxy Access.Our bylaws allow for proxy access, which allows a shareholder, or a group of up to 20 shareholders, that has continuously owned for three years or more at least 3% of our outstanding common stock to nominate and include in our Proxy Statement for each Annual Meeting of Shareholders their own qualifying director nominees constituting up to the greater of two or 20% of the number of directors then serving on our Board (subject to certain limitations as set forth in our bylaws). Each of our Board (prior to each Annual Meeting of Shareholders) or the chair of any Annual Meeting of Shareholders shall have the power to determine whether a director nominee has been nominated in accordance with the requirements of the proxy access provision. Notice of director nominees submitted under the proxy access provision must include the information required under our bylaws and must be delivered to our Corporate Secretary at Catalent, Inc., 14 Schoolhouse Road, Somerset, NJ 08873 no earlier than the close of business on April 19, 2023July 18, 2024 and no later than the close of business on May 19, 2023,August 17, 2024, unless the date of the fiscal 20232024 Annual Meeting of Shareholders is more than thirty (30) days before or after October 27, 2023,January 25, 2025, in which case such notice must be received by our Corporate Secretary by the close of business on the later of the 180th day prior to the 20232024 Annual Meeting of Shareholders or the close of business on the 10th day following the day on which public announcement of the date of the 20232024 Annual Meeting of Shareholders is first made. 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. A copy of our bylaws may be obtained free of charge from our website, investor.catalent.com/corporate-governance, or from our Corporate Secretary. We are not required to consider a nomination or proposal that does not comply with the procedures set forth in our bylaws, and compliance with these procedures does not necessarily require us to include the proposed nominee or proposal in our proxy solicitation material.
7898CATALENT, INC. | 20222023 Proxy Statement INFORMATION ABOUT 20232024 ANNUAL MEETING
Householding of Shareholder Documents SEC rules permit us to satisfy delivery requirements for proxy statements and notices with respect to two or more shareholders sharing the same address by delivering a single proxy statement or a single notice addressed to those shareholders. This process, which is commonly referred to as “householding,” reduces the cost of the proxy solicitation process. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can also request, and we will promptly deliver, a separate copy of the Notice of Internet Availability or the proxy materials by emailing our Corporate Secretary at CorpSec@catalent.com. Additional Filings Our reports on Forms 10-K, 10-Q, and 8-K, as well as all amendments to those reports, are available without charge through our website, investor.catalent.cominvestor.catalent.com/financials/sec-filings, as soon as reasonably practicable after they are electronically filed with the SEC. You may request a copy of our SEC filings, including a copy of the Annual Report on Form 10-K for the fiscal year ended June 30, 2022,2023, as well as the foregoing corporate documents, at no cost to you, by writing to the Company address appearing in this Proxy Statement or by e-mailing our Corporate Secretary at CorpSec@catalent.com.
APPENDIX A: NON-GAAP FINANCIAL MEASURES 2022 2023 Proxy Statement | CATALENT, INC.A-1 Appendix A: Non-GAAP Financial Measures Use of EBITDA from operations, Adjusted EBITDA Management measures operating performance based on consolidated earnings from operations before interest expense, expense/(benefit) for income taxes and depreciation and amortization, adjusted for the income or loss attributable to non-controlling interests (“EBITDA from operations”). EBITDA from operations is not defined under U.S. generally accepted accounting principles (“U.S. GAAP”), is not a measure of operating income, operating performance, or liquidity presented in accordance with U.S. GAAP, and is subject to important limitations. We believe that the presentation of EBITDA from operations enhances an investor’s understanding of our financial performance. We believe this measure is a useful financial metric to assess our operating performance across periods and use this measure for business planning purposes. In addition, given the significant investments that we have made in the past in property, plant and equipment, depreciation and amortization expenses represent a meaningful portion of our cost structure. We believe that disclosing EBITDA from operations will provide investors with a useful tool for assessing the comparability between periods of our ability to generate cash from operations sufficient to pay taxes, to service debt, and to undertake capital expenditures without consideration of non-cash depreciation and amortization expense. We present EBITDA from operations in order to provide supplemental information that we consider relevant for those reviewing our financial results, and such information is not meant to replace or supersede U.S. GAAP measures. Our definition of EBITDA from operations may not be the same as similarly titled measures used by other companies. The most directly comparable measure to EBITDA from operations defined under U.S. GAAP is net earnings. A reconciliation of net earnings to EBITDA from operations is provided below. Under our credit agreement and the indentures that govern our outstanding debt securities, our ability to engage in certain activities, such as incurring certain additional indebtedness, making certain investments, and paying certain dividends, is tied to ratios based on Adjusted EBITDA (which is defined as “Consolidated EBITDA” in the credit agreement and “EBITDA” in the indentures). Adjusted EBITDA is a covenant compliance measure in our credit agreement and indentures, particularly those covenants governing debt incurrence and restricted payments. Adjusted EBITDA is based on the definitions in the credit agreement, is not defined under U.S. GAAP, is not a measure of operating income, operating performance, or liquidity presented in accordance with U.S. GAAP, and is subject to important limitations. Because not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. In addition, we use Adjusted EBITDA as a performance metric that guides management in its operation of and planning for the future of the business and drives certain management compensation programs. Management believes that Adjusted EBITDA provides a useful measure of our operating performance from period to period by excluding certain items that are not representative of our core business, including interest expense and non-cash charges like depreciation and amortization. The measure under U.S. GAAP most directly comparable to Adjusted EBITDA is net earnings. In calculating Adjusted EBITDA, we add back certain non-cash, non-recurring, and other items that are deducted when calculating EBITDA from operations and net earnings, consistent with the requirements of the credit agreement. Adjusted EBITDA, among other things: does not include non-cash stock-based employee compensation expense and certain other non-cash charges;
| • | | does not include non-cash stock-based employee compensation expense and certain other non-cash charges; |
does not include cash and non-cash restructuring, severance and relocation costs incurred to realize future cost savings and enhance operations;
| • | | does not include cash and non-cash restructuring, severance and relocation costs incurred to realize future cost savings and enhance operations; |
adds back any non-controlling interest expense, which represents minority investors’ ownership of non-wholly owned consolidated subsidiaries and is, therefore, not available; and
| • | | adds back any non-controlling interest expense, which represents minority investors’ ownership of non-wholly owned consolidated subsidiaries and is, therefore, not available; and |
includes estimated cost savings that have not yet been fully reflected in our results.
A-2CATALENT, INC. | 2023 Proxy Statement APPENDIX A: NON-GAAP FINANCIAL MEASURES A reconciliation of net earnings to Adjusted EBITDA is provided below.
A-2CATALENT, INC. | 2022 Proxy Statement APPENDIX A: NON-GAAP FINANCIAL MEASURES
Use of Adjusted Net Income and Adjusted Net Income per share We use Adjusted Net Income and Adjusted Net Income per share (which we sometimes refer to as “Adjusted EPS”) as performance metrics. Adjusted Net Income is not defined under U.S. GAAP, is not a measure of operating income, operating performance, or liquidity presented in accordance with U.S. GAAP, and is subject to important limitations. We believe that providing information concerning Adjusted Net Income and Adjusted Net Income per share enhance an investor’s understanding of our financial performance. We believe that these measures are useful financial metrics to assess our operating performance from period to period by excluding certain items that we believe are not representative of our core business, and we use these measures for business planning and executive compensation purposes. We define Adjusted Net Income as net earnings adjusted for (1) earnings or loss from discontinued operations, net of tax, (2) amortization attributable to purchase accounting, and (3) income or loss from non-controlling interest in majority-owned operations. We also make adjustments for other cash and non-cash items (as shown above in the description of Adjusted EBITDA), partially offset by our estimate of the tax effects as a result of such cash and non-cash items. Our definition of Adjusted Net Income may not be the same as similarly titled measures used by other companies. Adjusted Net Income per share is computed by dividing Adjusted Net Income by the weighted average diluted shares outstanding. A reconciliation of net earnings to Adjusted Net Income and a computation of Adjusted Net Income per share are provided below. Use of Constant Currency, Budget-Based Revenue, and Budget-Based EBITDA As exchange rates are an important factor in understanding period-to-period comparisons, we believe the presentation of results on a constant-currency basis in addition to reported results helps improve investors’ ability to understand our operating results and evaluate our performance in comparison to prior periods. Constant-currency information compares results between periods as if exchange rates had remained constant period-over-period. We use results on a constant-currency basis as one measure to evaluate our performance. We calculate constant currency by calculating current-year results using prior-year foreign currency exchange rates. We generally refer to such amounts calculated on a constant-currency basis as excluding the impact of foreign exchange. These results should be considered in addition to, not as a substitute for, results reported in accordance with U.S. GAAP. Results on a constant-currency basis, as we present them, may not be comparable to similarly titled measures used by other companies and are not measures of performance presented in accordance with U.S. GAAP. When we set the financial goals that we use to operate the business, including the goals that our executives must meet to qualify for our fiscal 2021 performance-based incentive compensation, and when we determine whether those goals have been met, we use, among other metrics, revenue and Adjusted EBITDA computed using the currency exchange rates that we use internally in budgeting and in measuring performance against budget, in part because we believe that the compensation of our executives should not be affected, to the extent practicable, by factors beyond those executives’ control. We refer in this Proxy Statement to revenue and Adjusted EBITDA computed on this type of constant-currency basis as “Budget-Based Revenue” and “Budget-Based EBITDA,” respectively. Results on a constant-currency basis, Budget-Based Revenue, and Budget-Based EBITDA should be considered in addition to, not as a substitute for, results reported in accordance with U.S. GAAP. Results on a constant-currency basis, Budget-Based Revenue, and Budget-Based EBITDA, as we present them, may not be comparable to similarly titled measures used by other companies and are not measures of performance presented in accordance with U.S. GAAP. The reconciliation in this Appendix of net earnings to Adjusted EBITDA also includes a reconciliation to Budget-Based EBITDA. The reconciliation of fiscal 20222023 consolidated net revenue reported in accordance with U.S. GAAP to net revenue on a constant-currency basisat budgeted foreign exchange rates is as follows (in millions of U.S. dollars): | | | | | Revenue (GAAP) | | | $4,8284,263 | | Foreign exchange impact | | | 84(108) | | Budget-Based Revenue | | | $ 4,9124,155 | |
APPENDIX A: NON-GAAP FINANCIAL MEASURES 2022 2023 Proxy Statement | CATALENT, INC.A-3 Catalent, Inc. Reconciliation of Net Earnings to EBITDA from operations, Adjusted EBITDA and Budget-Based EBITDA | | | | Fiscal Year Ended June 30, | | Fiscal Year Ended June 30, | (In millions of U.S. dollars) | | 2022 | | 2021 | | 2023 | | 2022 | | 2021 | | Net earnings | | | 519 | | | 585 | | | Depreciation and amortization | | | 378 | | | 289 | | Net (loss) earnings | | | | (256 | ) | | 499 | | 585 | Depreciation and Amortization | | | | 422 | | | 378 | | 289 | | Interest expense, net | | | 123 | | | 110 | | | 186 | | | 123 | | 110 | | Income tax expense | | | 86 | | | 130 | | Income tax (benefit) expense | | | | (86 | ) | | 80 | | 130 | | EBITDA from operations | | | 1,106 | | | 1,114 | | | 266 | | | 1,080 | | 1,114 | Goodwill impairment charges | | | | 210 | | | - | | | Stock-based compensation | | | 54 | | | 51 | | | 35 | | | 54 | | 51 | Impairment charges and gain/loss on sale of assets | | | 31 | | | 9 | | | 98 | | | 31 | | 9 | Financing-related expenses and other | | | 4 | | | 18 | | | - | | | 4 | | 18 | Restructuring costs | | | 10 | | | 10 | | | 66 | | | 10 | | 10 | Acquisition, integration, and other special items | | | 46 | | | 21 | | | 31 | | | 46 | | 21 | Gain on sale of subsidiary | | | (1 | ) | | (182) | | | - | | | (1) | | (182) | Foreign exchange loss (gain) (included in other, net)(1) | | | 31 | | | (4) | | | (11 | ) | | 31 | | (4) | Inventory fair value step-up charges | | | 7 | | | — | | | - | | | 7 | | - | Other adjustments(2) | | | (3 | ) | | (17) | | Other adjustments | | | | 2 | | | (3) | | (17) | | Adjusted EBITDA | | | 1,285 | | | 1,020 | | | 697 | | | 1,259 | | 1,020 | | Favorable (unfavorable) FX impact | | | (23 | ) | | | | (17 | ) | | (23) | | 27 | | Adjusted EBITDA at constant currency | | | 1,308 | | | | | 714 | | | 1,282 | | 993 | | Adjusted EBITDA | | | 1,285 | | | | | 697 | | | 1,259 | | 1,020 | | Foreign exchange impact | | | (30 | ) | | | | (1 | ) | | (30) | | (24) | | Budget-Based EBITDA | | | 1,315 | | | | | 698 | | | 1,289 | | 996 |
| (1) | Foreign exchange gain of $11 million for the fiscal year ended June 30, 2023, includes $10 million of unrealized gains related to foreign trade receivables and payables and intercompany transactions. |
| Foreign exchange gain of $31 million for the fiscal year ended June 30, 2022, includes: (a) $12 million of unrealized gains related to foreign trade receivables and payables, (b) $11 million of unrealized losses on the unhedged portion of our euro-denominated debt, and (c) $34 million of unrealized losses on inter-company loans. The foreign exchange adjustment was also affected by the exclusion of realized foreign currency exchange rate gains from the settlement of inter-company loans of $2 million. Inter-company loans exist between our subsidiaries and do not reflect the ongoing results of our trade operations. |
A-4CATALENT, INC. | 2023 Proxy Statement APPENDIX A: NON-GAAP FINANCIAL MEASURES Catalent, Inc. Reconciliation of Net Earnings to Adjusted Net Income and Adjusted Net Income per share | | | | | | | | | | Fiscal Year Ended June 30, | (In millions of U.S. dollars, except per share data) | | 2023 | | | 2022 | Net (Loss) Earnings | | | (256 | ) | | 499 | Amortization(1) | | | 136 | | | 123 | Goodwill impairment charges | | | 210 | | | - | Stock-based compensation | | | 35 | | | 54 | Impairment charges and gain/loss on sale of assets | | | 98 | | | 31 | Financing-related expenses | | | - | | | 4 | Restructuring Costs | | | 66 | | | 10 | Acquisition, integration, and other special items | | | 31 | | | 46 | Gain on sale of subsidiary | | | - | | | (1) | Foreign exchange (gain) loss (included in other, net)(2) | | | (11 | ) | | 31 | Inventory fair value step-up charges | | | - | | | 7 | Other adjustments | | | 2 | | | (4) | Estimated tax effect of adjustments(3) | | | (126 | ) | | (72) | Discrete income tax benefit items(4) | | | (18 | ) | | (54) | Adjusted net income (ANI) | | | 167 | | | 674 | | | | | | | | ANI per share: | | | | | | | ANI per basic share(5) | | | $ 0.92 | | | $ 3.82 | ANI per diluted share(6) | | | $ 0.92 | | | $ 3.73 |
| (1) | Represents the amortization attributable to purchase accounting for previously completed business combinations. |
| (2) | Foreign exchange loss of $11 million for the fiscal year ended June 30, 2023, includes $10 million of unrealized gains related to foreign trade receivables and payable intercompany transactions. |
| Foreign exchange loss of $31 million for the fiscal year ended June 30, 2022, includes: (a) $12 million of unrealized gains related to foreign trade receivables and payables, (b) $11 million of unrealized losses on the unhedged portion of the euro-denominated debt, and (c) $34 million of unrealized losses on inter-company loans. The foreign exchange adjustment was also affected by the exclusion of realized foreign currency exchange rate gains from the settlement of inter-company loans of $2 million. Inter-company loans exist between our subsidiaries and do not reflect the ongoing results of our trade operations. |
| Foreign exchange gain of $4 million for the fiscal year ended June 30, 2021 includes: (a) $13 million of unrealized losses related to foreign trade receivables and payables, (b) $3 million of unrealized losses on the unhedged portion of the euro-denominated debt, and (c) $25 million of unrealized gains on inter-company loans. The foreign exchange adjustment was also affected by the exclusion of realized foreign currency exchange rate losses from the settlement of inter-company loans of $5 million. Inter-company loans are between our subsidiaries and do not reflect the ongoing results of our trade operations.
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(2) | Primarily represents the gain recorded on the change in the estimated fair value of the derivative liability associated with the Series A Preferred.
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A-4CATALENT, INC. | 2022 Proxy Statement APPENDIX A: NON-GAAP FINANCIAL MEASURES
Catalent, Inc.
Reconciliation of Net Earnings to Adjusted Net Income and
Adjusted Net Income per share
| | | | | | | | | | Fiscal Year Ended June 30, | (In millions of U.S. dollars, except per share data) | | 2022 | | | 2021 | Net Earnings | | | 519 | | | 585 | Amortization(1) | | | 123 | | | 93 | Stock-based compensation | | | 54 | | | 51 | Impairment charges and gain/loss on sale of assets | | | 31 | | | 9 | Financing-related expenses | | | 4 | | | 18 | Restructuring costs | | | 10 | | | 10 | Acquisition, integration, and other special items | | | 46 | | | 21 | Gain on sale of subsidiary | | | (1 | ) | | (182) | Foreign exchange loss (gain) (included in other, net)(2) | | | 31 | | | (4) | Inventory fair value step-up charges | | | 7 | | | — | Other adjustments(3) | | | (4 | ) | | (17) | Estimated tax effect of adjustments(4) | | | (72 | ) | | 3 | Discrete income tax benefit items(5) | | | (54 | ) | | (38) | Adjusted net income (ANI) | | | 694 | | | 549 | | | | | | | | ANI per share: | | | | | | | ANI per basic share(6) | | | $ 3.93 | | | $ 3.27 | ANI per diluted share(7) | | | $ 3.84 | | | $ 3.04 |
(1) | Represents the amortization attributable to purchase accounting for previously completed business combinations.
|
(2) | Foreign exchange loss of $31 million for the fiscal year ended June 30, 2022 includes: (a) $12 million of unrealized gains related to foreign trade receivables and payables, (b) $11 million of unrealized losses on the unhedged portion of the euro-denominated debt, and (c) $34 million of unrealized losses on inter-company loans. The foreign exchange adjustment was also affected by the exclusion of realized foreign currency exchange rate gains from the settlement of inter-company loans of $2 million. Inter-company loans exist between our subsidiaries and do not reflect the ongoing results of our trade operations.
|
| Foreign exchange gain of $4 million for the fiscal year ended June 30, 2021 includes: (a) $13 million of unrealized losses related to foreign trade receivables and payables, (b) $3 million of unrealized losses on the unhedged portion of the euro-denominated debt, and (c) $25 million of unrealized gains on inter-company loans. The foreign exchange adjustment was also affected by the exclusion of realized foreign currency exchange rate losses from the settlement of inter-company loans of $5 million. Inter-company loans are between our subsidiaries and do not reflect the ongoing results of our trade operations.
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| (3) | Primarily represents the gain recorded on the change in the estimated fair value of the derivative liability associated with the Series A Preferred.
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(4) | We computed the tax effect of adjustments to Adjusted Net Incomenet earnings by applying the statutory tax rate in the relevant jurisdictions to the income or expense items that are adjusted in the period presented; ifpresented. If a valuation allowance exists, the rate applied is zero. |
(5)(4) | Discrete period income tax expense (benefit) items are unusual or infrequently occurring items, primarily including: changes in judgment related to the realizability of deferred tax assets in future years, changes in measurement of a prior yearprior-year tax position, deferred tax impact of changes in tax law, and purchase accounting. |
(6)(5) | Represents Adjusted Net Income divided by the weighted average number of common stockshares of Common Stock outstanding. For the fiscal yearsyear ended June 30, 20222023 and 2021,2022, the weighted average was 176181 million and 168176 million, respectively. |
(7)(6) | Represents Adjusted Net Income divided by the weighted average sum of (a) the number of shares of common stockCommon Stock outstanding, plus (b) the number of shares of common stockCommon Stock that would be issued assuming exercise or vesting of all potentially dilutive instruments, plus, in fiscal 2022, (c) the number of shares of common stockCommon Stock equivalent to the shares of Series A Preferred Stock outstanding under the “if-converted”“if-converted” method. For the fiscal years ended June 30, 20222023 and 2021,2022, the weighted average was 181 million and 180 million, respectively.million. |
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Appendix B: Proposed Amendment No. 1 to the Catalent, Inc.
All 2018 Omnibus Incentive Plan AMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN WHEREAS, Catalent, Inc. (the “Company”) maintains the Catalent, Inc. 2018 Omnibus Incentive Plan (the “Plan”) (capitalized terms not defined herein shall have the meaning assigned to such terms in the Plan); WHEREAS, pursuant to Section 13 of the Plan, the Board may amend the Plan; provided that amendments must be approved by the Company’s stockholders to the extent necessary to comply with any regulatory requirement applicable to the Plan or if any amendment increases the number of securities that may be issued under the Plan; WHEREAS, the Board has determined, following the recommendation of the Committee and the Committee’s independent compensation consultant, that it is in the best interests of the Company and its stockholders to amend the Plan, subject to stockholder approval, to (i) increase the aggregate number of shares of Common Stock available for Awards under the Plan, (ii) increase the annual limit for director compensation, (iii) eliminate a provision that allows for recycling of shares of Common Stock withheld for taxes when Options and SARs are exercised as well as shares withheld on net-settlement of Options and SARs, (iv) adjust the “fungible ratio” for debiting Plan shares, (v) require a minimum one-year vesting period for Awards, subject to certain limited exceptions, as has been the practice of the Company prior to the Amendment No. 1 Effective Date (as defined below), and (vi) update the clawback language in the Plan; WHEREAS, the Board has approved the submission of this Amendment No. 1 to the Plan (this “Amendment No. 1”) to the Company’s stockholders for approval and has conditioned the effectiveness of this Amendment No. 1 on such approval (the date of such approval, the “Amendment No. 1 Effective Date”); and WHEREAS, if the Company’s stockholders fail to approve this Amendment No. 1, the existing Plan shall continue in full force and effect, and this Amendment No. 1 shall be void and of no effect. NOW, THEREFORE, the Plan is hereby amended, effective as of the Amendment No. 1 Effective Date, as follow: | 1. | A new Section 2.1(bbb) is added to read in its entirety as follows: |
“‘Amendment No. 1 Effective Date’ means the date on which the Company’s stockholders approve Amendment No. 1 to the Plan.” | 2. | Section 5(b) of the Plan is hereby amended and restated to read in its entirety as follows: |
“(b) The Absolute Share Limit. (i) Subject to Section 12 and Section 5(d) of the Plan, no more than TOTAL shares of Common Stock shall be available for Awards under the Plan as of the Amendment No. 1 Effective Date (which share limit is comprised of (A) NEW shares of Common Stock authorized for issuance under the Plan as of the Amendment No. 1 Effective Date plus (B) REMAIN shares of Common stock that remained available for future grants under the Plan as of June 30, 2023 minus (C) INTERIM GRANTS representing shares subject to Awards granted under the Plan after June 30, 2023 and prior to the Amendment No. 1 Effective Date) (the aggregate share limit available for Awards under the Plan at any time, including after any reduction in or addition to such aggregate share limit in accordance with this Section 5 or Section 12 of the Plan, the “Absolute Share Limit”), where (w) ‘TOTAL’ is equal to the lesser of (1) 15,507,520 and (2) NEW plus REMAIN minus INTERIM GRANTS, (x) ‘NEW’ is equal to 7,625,000, (y) ‘REMAIN’ is equal to 7,882,520, and
B-2CATALENT, INC. | 2023 Proxy Statement APPENDIX B: PROPOSED AMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN (z) ‘INTERIM GRANTS’ is equal to (1) one share for each share of Common Stock subject to an Option or SAR granted under the Plan after June 30, 2023 and prior to the Amendment No. 1 Effective Date plus (2) 1.7 shares for each share of Common Stock subject to an Award (other than an Option or SAR) granted under the Plan after June 30, 2023 and prior to the Amendment No. 1 Effective Date. (ii) The Absolute Share Limit shall be reduced after the Amendment No. 1 Effective Date by (A) one share for each share of Common Stock subject to an Option or SAR granted under the Plan and (B) 1.7 shares for each share of Common Stock subject to an Award (other than an Option or SAR) granted under the Plan.” | 3. | Section 5(c) of the Plan is hereby amended and restated to read in its entirety as follows: |
“(c) Awards granted under the Plan shall be subject to the following limitations: (i) subject to Section 12 of the Plan, grants of Options or SARs under the Plan in respect of no more than 1,500,000 shares of Common Stock may be made to any individual Participant during any single fiscal year of the Company (for this purpose, if a SAR is granted in tandem with an Option (such that the SAR expires with respect to the number of shares of Common Stock for which the Option is exercised), only the shares underlying the Option shall count against this limitation); (ii) subject to Section 12 of the Plan, no more than the number of shares of Common Stock equal to the Absolute Share Limit may be issued in the aggregate pursuant to the exercise of Incentive Stock Options granted under the Plan; (iii) subject to Section 12 of the Plan, during any single fiscal year of the Company, no individual Participant may be granted Performance Compensation Awards that are denominated in shares of Common Stock pursuant to Section 11 of the Plan under which more than 750,000 shares of Common Stock may be earned in the aggregate; (iv) the maximum number of shares of Common Stock subject to Awards granted during a single fiscal year to any Non-Employee Director, taken together with any cash fees paid to such Non-Employee Director for services rendered for such fiscal year, shall not exceed $650,000 in total value (calculating the value of any such Award based on the grant date fair value of such Awards for financial reporting purposes and counting compensation towards this limit for the year in which it is earned, and not a later year, in the event payment of the compensation is deferred); and (v) subject to Section 12 of the Plan, during any single fiscal year of the Company, no individual Participant may be granted Performance Compensation Awards that are denominated in cash under which more than $10,000,000 may be earned in the aggregate.” | 4. | Section 5(d) of the Plan is hereby amended and restated to read in its entirety as follows: |
“Other than with respect to Substitute Awards, to the extent that (i) an Award under the Plan expires or is canceled, forfeited, terminated, settled in cash, or otherwise is settled without a delivery to the Participant of the full number of shares of Common Stock to which the Award related, or (ii) after June 30, 2018, an award granted under the 2014 Plan expires or is canceled, forfeited, terminated, settled in cash, or otherwise is settled without a delivery to the Participant of the full number of shares of Common Stock to which the award related, then, in each case, the undelivered shares shall thereupon be added to the shares of Common Stock available for Awards under the Plan in accordance with Section 5(e) of the Plan. Shares of Common Stock withheld by the Company or tendered by the Participant in payment of the Exercise Price or taxes and other amounts relating to an Award (or, after June 30, 2018, shares of Common Stock withheld or tendered to pay the exercise price or taxes or other amounts relating to an award under the 2014 Plan) shall be deemed to constitute shares of Common Stock not issued to the Participant and shall in each case thereupon be added to the shares available for Awards under the Plan in accordance with Section 5(e) of the Plan; provided, however, that such shares shall not become available for issuance hereunder if either (i) the applicable shares are withheld or surrendered following the termination of the Plan or (ii) at the time the applicable shares are withheld or surrendered, it would constitute a material revision of the Plan subject to stockholder approval under any then-applicable rule of the national securities exchange on which the Common Stock is listed. Upon the exercise of any SAR under the Plan or any stock appreciation right under the 2014 Plan, the Absolute Share Limit shall be reduced only by the net number of shares issued upon such exercise and not by the gross number of shares as to which such right is exercised. Notwithstanding anything to the contrary in the foregoing, after June 30, 2023, the following shares of Common Stock may not again be made available for issuance as Awards under the Plan: (i) shares of Common Stock not issued or delivered as a result of the net settlement of an outstanding Option or SAR, (ii) shares of Common Stock used to pay the Exercise Price or withholding taxes related to any outstanding Option or SAR, or (iii) shares of Common Stock reacquired by the Company as part of the amount received upon exercise of an Option.”
APPENDIX B: PROPOSED AMENDMENT NO. 1 TO THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN 2023 Proxy Statement | CATALENT, INC.B-3 | 5. | Section 5(e) of the Plan is hereby amended and restated to read in its entirety as follows: |
“(e) Any share of Common Stock that again becomes available for Awards under the Plan pursuant to this Section 5 shall be added as (i) one share for each share subject to an Option or SAR granted under the Plan or options or stock appreciation rights reserved.granted under the 2014 Plan, and (ii) for each share that again becomes available with respect to an Award granted (A) on or prior to June 30, 2023, 2.25 shares, and (B) after June 30, 2023, 1.7 shares, in each case, for each share subject to an Award (other than an Option or SAR) granted under the Plan or an award (other than an option or stock appreciation right) granted under the 2014 Plan.” | 6. | A new subsection (h) is hereby added to the end of Section 5 of the Plan to read in its entirety as follows: |
“(h) Notwithstanding anything to the contrary in any other provision of this Plan, equity-based Awards granted under the Plan on or after the Amendment No. 1 Effective Date shall be subject to a minimum vesting period of not less than one year from the date of grant of the award; provided, however, that the following Awards shall not be subject to the foregoing minimum vesting requirement: (i) Substitute Awards, (ii) shares delivered in lieu of fully vested cash Awards, (iii) any Award to a non-employee director that vests on the earlier of the one-year anniversary of the date of grant and the next annual meeting of stockholders that is at least 50 weeks after the immediately preceding year’s annual meeting; and (iv) Awards granted by the Committee that do not, in the aggregate, exceed 5% of the Absolute Share Limit; provided, further, that the restrictions in this Section 5(h) do not apply to the Committee’s discretion to provide for accelerated exercisability or vesting of any Award, including in cases of retirement, Termination, death, Disability or a Change in Control, as set forth in the terms of the Award or otherwise.” | 7. | The last sentence of Section 14(u) of the Plan is hereby amended and restated to read in its entirety as follows: |
“Notwithstanding anything to the contrary in any other provision of this Plan or any agreement setting forth terms of and/or conditions to an Award, each Award granted under the Plan (and/or any amount received with respect to any such Award) shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with any applicable law, stock exchange listing requirement, and/or clawback or recoupment policy of the Company.” | 8. | Except as expressly set forth in this Amendment No. 1, all other terms and conditions of the Plan shall remain in full force and effect. |
IN WITNESS WHEREOF, the Company has caused this Amendment No. 1 to the Plan to be executed by its duly authorized officer to be effective as of the Amendment No. 1 Effective Date. | | | | CATALENT, INC. | | | | By: | | | | | Name: Title: |
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CATALENT, INC. 14 SCHOOLHOUSE ROAD SOMERSET, NJ 08873 VOTE BY INTERNET
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CATALENT, INC.
14 SCHOOLHOUSE ROAD
SOMERSET, NJ 08873
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
D90947-P79846 V26874-P01596 KEEP THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
CATALENT, INC.
The Board of Directors recommends you vote FOR
the following proposal:
1. Election of FourteenTwelve Director Nominees:
Nominees:
For Against Abstain 1a. Madhavan Balachandran
1b. Michael J. Barber
1b. Steven K. Barg 1c. J. Martin Carroll
1d. John Chiminski
1e. Rolf Classon
1f. Rosemary 1e. Frank A. Crane
1g. Karen Flynn
1h.D’Amelio 1f. John J. Greisch
1i. Christa Kreuzburg
1j. 1g. Gregory T. Lucier
1k. 1h. Alessandro Maselli For Against Abstain 1i. Donald E. Morel, Jr.
1j. Stephanie Okey 1k. Michelle R. Ryan 1l. Alessandro Maselli
For Against Abstain
For Against Abstain
1m. Jack Stahl
1n. Peter Zippelius
The Board of Directors recommends you vote FOR the following proposals:
For Against Abstain 2. Ratification of Appointment of Ernst & Young LLP as Independent Auditor for Fiscal 2023
2024. 3. Advisory Vote to Approve Our Executive Compensation (Say-on-Pay)
For Against Abstain
. 4. Approval of Amendment to Catalent, Inc. 2018 Omnibus Incentive Plan. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The 20222023 Proxy Statement and 20222023 Annual Report are available at www.proxyvote.com. D90948-P79846V26875-P01596 CATALENT, INC. Annual Meeting of Shareholders October 27, 2022January 25, 2024 8:00 AM Eastern Time This proxy is solicited by the Board of Directors The shareholder hereby appoints Alessandro Maselli and Thomas Castellano,Matti Masanovich, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of Catalent, Inc. that the shareholder is entitled to vote at the Annual Meeting of Shareholders to be held at 8:00 AM Eastern Time on October 27, 2022,January 25, 2024, at www.virtualshareholdermeeting.com/CTLT2022CTLT2023 and any adjournment or postponement thereof, as indicated on this proxy (with discretionary authority under Proposal 1 to vote for a substitute nominee if any nominee is unable to serve or for good cause will not serve) and on such other matters as may properly come before said meeting. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Continued and to be signed on reverse side |
