Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 11, 2020, Amneal Pharmaceuticals, Inc. (the "Company") announced that
the Company's Board of Directors has appointed Anastasios (Tasos) G. Konidaris
as Senior Vice President and Chief Financial Officer, effective March 12, 2020.
Mr. Konidaris succeeds Todd P. Branning, who ceased to serve as Senior Vice
President and Chief Financial Officer, effective March 11, 2020. Mr. Branning
remains available to the Company through March 31, 2020. The CFO transition is
unrelated to the Company's financial condition, operational performance,
financial reporting or accounting practices, investments, policies or regulatory
condition.
Mr. Konidaris, age 53, joins the Company from Alcresta Pharmaceuticals, LLC, a
specialty pharmaceutical company, where he has served as Executive Vice
President and Chief Financial Officer since March 2016. Prior to joining
Alcresta Pharmaceuticals, Mr. Konidaris served as Senior Vice President and
Chief Financial Officer of Ikaria, Inc., a biotherapeutics company, from October
2011 to May 2015. From 2007 to May 2015, Mr. Konidaris served as Senior Vice
President and Chief Financial Officer at Dun & Bradstreet Corporation, a leading
commercial information services company, where he also served as Principal
Accounting Officer and led the Global Finance Operations from 2005 to 2007. From
2003 to 2005, Mr. Konidaris served as Group Vice President of the Global
Pharmaceutical and Global Diversified Products Groups at Schering-Plough
Corporation, a pharmaceutical company. Earlier in his career, Mr. Konidaris held
senior financial and operational positions of increasing responsibility at the
Pharmacia Corporation, Rhone-Poulenc Rorer, Novartis Corporation and
Bristol-Myers Squibb Company.
Since 2017, Mr. Konidaris has served as a director of Kadmon Holdings, Inc.,
where he was appointed interim chairman in January 2019 and chairman in May
2019, and since 2015, Mr. Konidaris has served as a director of Zep Inc.
Mr. Konidaris received an M.B.A from Drexel University and a B.S. from Gwynedd
Mercy College.
Mr. Konidaris does not have any family relationship with any of the Company's
executive officers or directors, nor has he engaged in any related party
transaction with the Company that would be required to be disclosed pursuant to
Item 404 of Regulation S-K.
On March 11, 2020, the Company and Mr. Konidaris entered into an employment
agreement, effective March 12, 2020 (the "Employment Agreement"). A summary of
the key terms or the Employment Agreement follows.
Base Salary. The Employment Agreement provides that Mr. Konidaris will be
employed as the Company's Senior Vice President and Chief Financial Officer at
an annual base salary of $550,000.
Annual Bonus Awards. Mr. Konidaris is eligible to earn additional annual
incentive compensation under the Company's annual bonus plan, in amounts ranging
from 0% of his base salary to 150% of his base salary, with the target amount of
his annual bonus being equal to 55% of his base salary.
Long-Term Incentive Awards. Not later than 30 days following the effective date
of the Employment Agreement, the Company will grant to Mr. Konidaris an award of
restricted stock units having a grant date fair value equal to $1,000,000 and an
award of performance-based restricted stock units having a grant date fair value
equal to $1,000,000. Subject to Mr. Konidaris's continuous services to the
Company through each vesting date, the restricted stock units will vest in four
equal installments beginning on the first anniversary of the effective date of
the Employment Agreement, and the performance-based restricted stock units will
be earned and will vest based on the same vesting and performance conditions as
the performance-based restricted stock units awarded to the Company's other
named executive officers in 2020.
Severance Benefits. In the case of termination by the Company without cause or a
termination by Mr. Konidaris for good reason (each as defined in the Employment
Agreement), Mr. Konidaris will be entitled to receive the following severance
benefits: (1) an amount equal to 150% of his then-current annual base salary;
(2) a pro-rated portion of the annual bonus award for the year during which the
termination occurs; (3) benefits continuation for a period of 18 months
following the date of termination; and (4) outplacement assistance for a period
of 12 months following the date of termination.
Severance Benefits upon a Change in Control. In the case of a termination by the
Company without cause or a termination by Mr. Konidaris for good reason within
three months prior to or 12 months following a change in control (as defined in
the Employment Agreement), Mr. Konidaris will be entitled to receive the
severance benefits described above. In addition, the vesting and exercisability
of each equity award granted to Mr. Konidaris will accelerate effective as of
the date of termination, with any performance conditions determined based on
actual achievement as of the date of termination, and, if applicable, will
remain exercisable for a period of not less than 12 months following the
termination.
The foregoing summary of the Employment Agreement is not complete and is
qualified in its entirety by the text of the Employment Agreement, which is
filed as Exhibit 10.1 to this report and incorporated herein by reference.
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Item 7.01. Regulation FD Disclosure.
A copy of the Company's press release regarding the matters described in this
report has been furnished as Exhibit 99.1 to this Current Report on Form 8-K,
and is incorporated by reference into this Item 7.01.
The information in this report furnished pursuant to Item 7.01, including
Exhibit 99.1 attached hereto, shall not be deemed "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section. It may only be
incorporated by reference in another filing under the Exchange Act or the
Securities Act of 1933, as amended, if such subsequent filing specifically
references the information furnished pursuant to Item 7.01 of this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Employment Agreement, dated March 11, 2020, by and among Amneal
Pharmaceuticals LLC, the Company and Anastasios (Tasos) G. Konidaris
99.1 Press release issued on March 11, 2020
104 Cover Page Interactive Data File - The cover page from the Company's
Current Report on Form 8-K filed on March 12, 2020 is formatted in
Inline XBRL (included as Exhibit 101).
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