Investor Relations / Node / DEF 14A / DEF 14A

DEF 14A
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  ☒                                  Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

Preliminary Proxy Statement

 

Definitive Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Additional Materials

 

Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12

AMARIN CORPORATION PLC

 

(Name of Registrant as Specified In Its Charter)

N/A

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

No fee required.

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1) Title of each class of securities to which transaction applies.

 

  

 

 

  (2) Aggregate number of securities to which transaction applies.

 

  

 

 

  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

  

 

 

  (4) Proposed maximum aggregate value of transaction.

 

  

 

 

  (5) Total fee paid.

 

  

 

 

Fee paid previously with preliminary materials.

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1) Amount Previously Paid.

 

  

 

 

  (2) Form, Schedule or Registration State No.:

 

  

 

 

  (3) Filing Party:

 

  

 

 

  (4) Date Filed:

 

  

 

 


Table of Contents

LOGO

2 Pembroke House

Upper Pembroke Street 28-32, Dublin 2, Ireland

(Registered in England & Wales under Company No. 2353920)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of Amarin Corporation plc, a public limited company registered in England and Wales (the “Company”), will be held at The Shelbourne Hotel, 27 St. Stephen’s Green, Dublin 2, Ireland on May 14, 2018 at 2:00 p.m. local time for the purpose of considering and, if thought fit, passing the following resolutions, each of which will be proposed as ordinary resolutions:

 

1. To re-elect Mr. John F. Thero as a director;

 

2. To re-elect Mr. Patrick J. O’Sullivan as a director;

 

3. To hold an advisory (non-binding) vote to approve the compensation of the Company’s “named executive officers” as described in full in the “Executive Compensation Discussion and Analysis” section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure on pages 21 to 38 and pages 39 to 49 of the accompanying Proxy Statement; and

 

4. To appoint Ernst & Young LLP as auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company and to authorize the Audit Committee of the Board of Directors of the Company to fix the auditors’ remuneration as described in full on pages 9 to 10 of the accompanying Proxy Statement.

Additional Business

As a public limited company organized under the laws of England and Wales, it is a statutory requirement that the Board of Directors of the Company lay before the Annual General Meeting the Company’s statutory accounts, which are those accounts included in the Company’s Annual Report for the year ended December 31, 2017 as prepared in conformity with U.S. Generally Accepted Accounting Principles (the “Annual Report”) and the accounts for the financial year ended December 31, 2017 prepared in accordance with International Financial Reporting Standards. The Company does not expect that other items of business will be considered at the Annual General Meeting.

Only shareholders who held shares at the close of business on the record date, April 18, 2018, may vote at the Annual General Meeting, including any adjournment or postponement thereof. The accompanying Proxy Statement more fully describes the details of the business to be conducted at the Annual General Meeting. After careful consideration, our Board of Directors has unanimously approved the proposals and recommends that you vote FOR each director nominee and FOR each other proposal described in the Proxy Statement.

The Company’s principal executive offices are located at 2 Pembroke House, Upper Pembroke Street 28-32, Dublin 2, Ireland. The registered office of Amarin Corporation plc is One New Change, London EC4M 9AF, England. A copy of the Company’s Annual Report accompanies this Notice and the enclosed Proxy Statement.

Important Notice of Internet Availability. The accompanying Proxy Statement and Annual Report will also be available to the public at http://investor.amarincorp.com.

We look forward to seeing you at the Annual General Meeting.

 

Sincerely,

/s/ John F. Thero

John F. Thero
President and Chief Executive Officer

April 20, 2018


Table of Contents

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL GENERAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD USING THE ENCLOSED RETURN ENVELOPE AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING. EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE REPRESENTED BY AMERICAN DEPOSITARY SHARES AND HELD ON DEPOSIT BY CITIBANK, N.A., AS DEPOSITARY, OR IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO HAVE YOUR VOTES CAST AT THE MEETING, YOU MUST OBTAIN, COMPLETE AND TIMELY RETURN A PROXY CARD ISSUED IN YOUR NAME FROM THAT INTERMEDIARY IN ACCORDANCE WITH ANY INSTRUCTIONS PROVIDED THEREWITH.

 


Table of Contents

AMARIN CORPORATION PLC

PROXY STATEMENT FOR

2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TABLE OF CONTENTS

 

GENERAL INFORMATION

     1  

PROPOSALS NOS. 1 AND 2 ELECTION OF DIRECTORS

     4  

Nomination of Directors

     4  

Nominees and Incumbent Directors

     5  

Directors Nominated for Election

     5  

Directors Continuing in Office

     6  

PROPOSAL NO. 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION

     8  

Background

     8  

PROPOSAL NO. 4 APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     9  

Fees for Independent Registered Public Accounting Firm—E&Y

     9  

ADDITIONAL BUSINESS

     11  

CORPORATE GOVERNANCE

     12  

Director Independence

     12  

Code of Business Conduct and Ethics

     12  

Shareholder Communications

     12  

BOARD OF DIRECTORS AND COMMITTEES

     13  

Board Leadership Structure and Risk Oversight

     13  

Board Committees

     14  

Compensation Committee Interlocks and Insider Participation

     14  

EXECUTIVE OFFICERS

     15  

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

     17  

Transactions with Related Parties

     17  

Related-Party Transaction Review and Approval

     17  

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     18  

INSIDER TRADING POLICY

     18  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     19  

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

     21  

2017 Operating Highlights

     21  

Compensation Philosophy and Objectives

     22  

REMUNERATION COMMITTEE REPORT

     39  

Summary Compensation Table

     40  

Grants of Plan-Based Awards

     41  

Option Exercises and Stock Vested

     43  

Outstanding Equity Awards at Fiscal Year-End

     43  

Pension Benefits

     46  

Nonqualified Deferred Compensation

     46  

Employment, Change of Control and Severance Arrangements

     46  

Potential Payments upon Change of Control Termination

     48  

CEO Pay Ratio

     48  

DIRECTOR COMPENSATION

     50  

Non-Employee Director Compensation

     50  

REPORT OF THE AUDIT COMMITTEE

     53  

SHAREHOLDER PROPOSALS

     54  

DELIVERY OF PROXY MATERIALS

     55  

PROXY FORM

     56  

 

i


Table of Contents

PROXY STATEMENT FOR

2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 14, 2018

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Amarin Corporation plc, a public limited company registered in England & Wales (“Amarin”, the “Company”, “we” or “us”) for use at the Company’s 2018 Annual General Meeting of Shareholders (the “Annual General Meeting”) to be held at The Shelbourne Hotel, 27 St. Stephen’s Green, Dublin 2, Ireland, on May 14, 2018, at 2:00 p.m. local time for the purpose of considering and, if thought fit, passing the resolutions specified in the Notice of Annual General Meeting. This Proxy Statement is being mailed to shareholders on or about April 20, 2018.

For a proxy to be effective, it must be properly executed and dated and lodged (together with a duly signed and dated power of attorney or other authority (if any) under which it is executed (or a notarially certified copy of such power of attorney or other authority)) at the offices of the Company’s registrars, Equiniti Limited of Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, England (the “Registrars”) so as to be received by 8:00 a.m. local time on May 10, 2018. Each proxy properly tendered will, unless otherwise directed by the shareholder, be voted FOR the nominees described in this Proxy Statement and FOR each other proposal described in the Proxy Statement, and at the discretion of the proxy holder(s) with regard to all other matters that may properly come before the meeting.

The Company will pay all of the costs of soliciting proxies. We will provide copies of our proxy materials to Citibank, N.A. as the depositary for our American Depositary Shares (the “Depositary”), brokerage firms, fiduciaries and custodians for forwarding to beneficial owners and will reimburse these persons for their costs of forwarding these materials. We have engaged Okapi Partners to assist us in the distribution and solicitation of proxies for a fee of $15,000 plus expenses. Our directors, officers and employees may also solicit proxies; however, we will not pay them additional compensation for any of these services. Proxies may be solicited by telephone, facsimile, or personal solicitation.

Shares Outstanding and Voting Rights

Amarin is registered in England & Wales and therefore subject to the United Kingdom Companies Act 2006 (the “Companies Act”), which, together with the Articles of Association of the Company (the “Articles”), governs the processes for shareholder voting at Annual General Meetings. There are a number of differences between English and U.S. law in relation to voting. At the Annual General Meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded (either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared) by (a) the chairman, (b) at least two shareholders entitled to vote at the meeting, (c) a shareholder or shareholders representing not less than one-tenth of the total voting rights of all shareholders having the right to vote at the meeting (excluding any voting rights attached to shares that are held as treasury shares) or (d) a shareholder or shareholders holding shares conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right (excluding any shares in the Company conferring a right to vote at the meeting that are held as treasury shares).

Only holders of record of our ordinary shares with a par value of £0.50 each (“Ordinary Shares”) at the close of business on April 18, 2018 (the “Record Date”), are entitled to notice of, and to attend and to vote at, the Annual General Meeting. On the Record Date, approximately 295,956,415 Ordinary Shares were issued and 293,584,140 were outstanding, of which approximately 293,217,685 were held in the name of the Depositary, which issues Company-sponsored American Depositary Receipts (“ADRs”) evidencing American Depositary Shares (“ADSs”) which, in turn, each represent one Ordinary Share. With respect to all matters to be voted on at

 

1


Table of Contents

the Annual General Meeting, each shareholder present has only one vote unless demand is made for a vote on a poll (in which case each shareholder gets one vote per Ordinary Share held). The presence, in person or by proxy, of at least two shareholders who hold shares as of the Record Date will constitute a quorum for the transaction of business at the Annual General Meeting. At any adjournment of the Annual General Meeting, if a quorum is not present within fifteen minutes from the time appointed for such meeting, one person entitled to be counted in a quorum present at the adjournment shall be a quorum.

Persons who hold Ordinary Shares directly on the Record Date (“record holders”) must return a proxy card or attend the Annual General Meeting in person in order to vote on the proposals. Persons who own Ordinary Shares indirectly on the Record Date through a brokerage firm, bank or other financial institution, including persons who own Ordinary Shares in the form of ADSs through the Depositary (“beneficial owners”) must return a voting instruction form to have their shares or the shares underlying their ADSs, as the case may be, voted on their behalf. Brokerage firms, banks or other financial institutions that do not receive voting instructions from beneficial owners may either return a proxy leaving these shares un-voted (a “broker non-vote”) or vote these shares on behalf of the beneficial owners. Your brokerage firm, bank or other financial institution may vote your shares on routine matters and cannot vote your shares on any non-routine matter. The appointment of our independent registered public accounting firm (Proposal 4) is a routine matter. We encourage you to provide voting instructions to your brokerage firm, bank or other financial institution by giving your proxy to them. This ensures that your shares will be voted at the Annual Meeting according to your instructions. You should receive directions from your brokerage firm, bank or other financial institution about how to submit your proxy to them at the time you receive this proxy statement.

ADR holders are not entitled to vote directly at the Annual General Meeting, but an Amended and Restated Deposit Agreement dated as of November 4, 2011 (the “Deposit Agreement”), exists between the Depositary and the holders of ADRs pursuant to which registered holders of ADRs as of the Record Date are entitled to instruct the Depositary as to the exercise of voting rights pertaining to the Ordinary Shares so represented. The Depositary has agreed that it will endeavor, insofar as practicable, to vote (in person or by delivery to the Company of a proxy) the Ordinary Shares registered in the name of the Depositary, in accordance with the instructions of the ADR holders. In the event that the instruction card is executed but does not specify the manner in which the Ordinary Shares represented are to be voted (i.e., by marking a vote “FOR”, “AGAINST” or any other option), the Depositary will vote in respect of each proposal as recommended by the Board which is described in the Notice of Annual General Meeting. Instructions from the ADR holders must be sent to the Depositary so that the instructions are received by no later than 3:00 p.m. New York time on May 7, 2018 (the “Instruction Date”).

The Company has retained the Registrars to hold and maintain its register of members. The Registrars will be engaged by the Company to send proxy forms to all registered members appearing on that register and to take delivery of completed proxy forms posted to it in accordance with the details above.

Abstentions and broker non-votes will be counted for the purpose of determining the presence or absence of a quorum, but will not be counted for the purpose of determining the number of votes cast on a given proposal. The required vote for each of the proposals expected to be acted upon at the Annual General Meeting is described below:

Ordinary Resolutions

Proposals No. 1 and No. 2—Election of directors. Each director nominated for election is elected if (i) on a show of hands, a majority of shareholders present in person or by proxy and voting on the proposal vote in favor of such director or (ii) on a poll, a majority of the shares present at the meeting in person or by proxy and voting on the proposal are voted in favor of such director. As a result, abstentions and broker non-votes will have no effect on the vote outcome.

 

2


Table of Contents

Proposal No. 3—Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers. This advisory proposal will be approved if (i) on a show of hands, a majority of shareholders present in person or by proxy and voting on the proposal vote in favor of the resolution or (ii) on a poll, a majority of the shares present at the meeting in person or by proxy and voting on the proposal are voted in favor of the resolution. As a result, abstentions and broker non-votes will have no effect on the vote outcome.

Proposal No. 4Approval of independent registered public accounting firm. This proposal will be approved if (i) on a show of hands, a majority of shareholders present in person or by proxy and voting on the proposal vote in favor of the resolution or (ii) on a poll, a majority of the shares present at the meeting in person or by proxy and voting on the proposal are voted in favor of the resolution. As a result, abstentions and broker non-votes will have no effect on the vote outcome.

We encourage you to vote by proxy by mailing an executed proxy card. By voting in advance of the meeting, this ensures that your shares will be voted and reduces the likelihood that the Company will be forced to incur additional expenses soliciting proxies for the Annual General Meeting. Any record holder of our Ordinary Shares may attend the Annual General Meeting in person and may revoke the enclosed form of proxy at any time by:

 

    executing and delivering to the corporate secretary a later-dated proxy; or

 

    voting in person at the Annual General Meeting.

Beneficial owners of our Ordinary Shares and ADSs representing our Ordinary Shares who wish to change or revoke their voting instructions should contact their brokerage firm, bank or other financial institution or the Depositary, as applicable, for information on how to do so. Generally, however, beneficial owners of our Ordinary Shares and ADSs representing our Ordinary Shares who wish to change or revoke their voting instructions may do so up until 3:00 p.m. New York time on the Instruction Date. Beneficial owners who wish to attend the Annual General Meeting and vote in person should contact their brokerage firm, bank or other financial institution holding Ordinary Shares of Amarin on their behalf in order to obtain a “legal proxy” which will allow them to both attend the meeting and vote in person. Without a legal proxy, beneficial owners cannot vote at the Annual General Meeting because their brokerage firm, bank or other financial institution may have already voted or returned a broker non-vote on their behalf. Record holders of ADRs who wish to attend the Annual General Meeting and vote in person should contact the Depositary (and beneficial owners wishing to do the same should contact their brokerage firm, bank or other financial institution holding their ADSs) to cause their ADSs to be cancelled and the underlying shares to be withdrawn in accordance with the terms and conditions of the Deposit Agreement so as to be recognized by us as a record holder of our Ordinary Shares.

 

3


Table of Contents

PROPOSALS NOS. 1 AND 2

ELECTION OF DIRECTORS

The Articles provide that, at every annual general meeting, at least one-third of the directors at the time shall retire from office (or, if the number of directors at the time is not a multiple of three, then the number nearest to but not exceeding one-third shall retire from office). The directors elected at the Annual General Meeting will hold office until their successors are elected and qualified, unless they resign or their seats become vacant due to death, removal, or other cause in accordance with the Articles.

As described below, the Board has nominated Mr. Thero and Mr. O’Sullivan for re-election at the Annual General Meeting. Each of the nominees has indicated his or her willingness to serve if re-elected. Should any of the nominees become unavailable for election at the Annual General Meeting, the persons named on the enclosed proxy as proxy holders may vote all proxies given in response to this solicitation for the election of a substitute nominee chosen by the Board.

Nomination of Directors

The Nominating and Corporate Governance Committee, which acts as the Company’s nominating committee, reviews and recommends to the Board potential nominees for election to the Board. In reviewing potential nominees, the Nominating and Corporate Governance Committee considers the qualifications of each potential nominee in light of the Board’s existing and desired mix of experience and expertise. Specifically, as set forth in our Nominating and Corporate Governance Committee Charter, it considers whether the nominee satisfies the following minimum criteria: has experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing; is highly accomplished in his or her field, with superior credentials and recognition; is well regarded in the community and has a long-term reputation for the highest ethical and moral standards; has sufficient time and availability to devote to the affairs of the Company, particularly in light of the number of boards on which the nominee may serve; has a demonstrated history of actively contributing at board meetings (to the extent that the nominee serves or has previously served on other boards). In addition to these minimum qualifications, the Nominating and Corporate Governance Committee recommends that the Board select persons for nomination to help ensure that: a majority of the Board shall be independent in accordance with in the listing standards of the NASDAQ Global Select Market (“NASDAQ”); each of the Company’s Audit, Remuneration and Nominating and Corporate Governance Committees shall be comprised entirely of independent directors; and at least one member of the Audit Committee shall qualify as an audit committee financial expert as defined by Securities and Exchange Commission (“SEC”) rules. In addition, the Nominating and Corporate Governance Committee may consider whether the nominee has direct experience in the pharmaceutical, biotechnology or healthcare industries or in the markets in which the Company operates and whether the nominee, if elected, would assist in achieving a mix of Board members that represents a diversity of background and experience. Although the Nominating and Corporate Governance Committee may consider whether nominees assist in achieving a mix of Board members that represents a diversity of background and experience, which is not only limited to race, gender or national origin, we have no formal policy regarding board diversity.

After reviewing the qualifications of potential Board candidates, the Nominating and Corporate Governance Committee presents its recommendations to the Board, which selects the final director nominees. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board nominated Mr. Thero and Mr. O’Sullivan for re-election as directors.

The Nominating and Corporate Governance Committee considers shareholder nominees using the same criteria set forth above. Shareholders who wish to present a potential nominee to the Nominating and Corporate Governance Committee for consideration for election at a future annual general meeting of shareholders must provide the Nominating and Corporate Governance Committee with notice of the nomination and certain information regarding the candidate within the time periods set forth below under the caption “Shareholder Proposals.”

 

4


Table of Contents

Nominees and Incumbent Directors

The Nominating and Corporate Governance Committee has recommended, and the Board has nominated, Mr. Thero and Mr. O’Sullivan to be re-elected as directors at the Annual General Meeting. The table below sets forth the following information for these nominees and the Company’s continuing directors: the year each was first elected as a director of the Company, their respective ages and the positions currently held with the Company:

 

Nominee / Director Name and Year First Became a
Director

   Age     

Position(s) with the Company

Nominees for Director:

     

Patrick J. O’Sullivan (2011)

     76      Director

John F. Thero (2014)

     57      President, Chief Executive Officer, Director

Directors Continuing in Office:

     

Kristine Peterson (2010)

     58      Director

Jan van Heek (2010)

     68      Director

Lars G. Ekman M.D., Ph.D. (2008)

     68      Director

David Stack (2012)

     67      Director

Joseph S. Zakrzewski (2010)

     55      Director

Directors Nominated for Election

The following persons have been nominated by the Board to be elected as directors at the Annual General Meeting.

Patrick J. O’Sullivan joined Amarin as a non-executive director in December 2011. Mr. O’Sullivan has more than 40 years of pharmaceutical industry experience, including more than 30 years as Chief Executive Officer and board member of the LEO Pharma companies in Ireland and more than 10 years as a board member of the parent company of the LEO Pharma Group in Denmark. Since 2007 Mr. O’Sullivan has been a business consultant to the pharmaceutical industry, and he currently serves as a member of the board of directors of Allergan plc. Mr. O’Sullivan is a registered pharmacist who earned a Bachelor of Commerce and an M.B.A. from University College in Dublin. The Board believes that Mr. O’Sullivan’s experience from serving as an officer director of various companies within the pharmaceutical industry, as well as his educational training in business administration, make him a valuable member of our Board.

John F. Thero joined Amarin in November 2009. He was promoted to President and Chief Executive Officer, and appointed to the Board, effective January 2014. Prior to his promotion, he was Amarin’s President since November 2010 before which he was Amarin’s Chief Financial Officer. Mr. Thero has more than 25 years of senior financial and operational management experience, including supporting the growth of life science companies for over 15 years. Mr. Thero has helped manage both the successful commercial growth and the successful sale of companies. In 2007, Mr. Thero was Chief Financial Officer at ViaCell, Inc., where he helped guide the company to its successful sale. From 2003 to 2007, Mr. Thero was Senior Vice President at Acusphere, Inc., where he oversaw the successful build-out and qualification of manufacturing operations. From 1994 to 2003, in a number of senior positions at Abiomed, Inc., including Senior Vice President Business Operations and Chief Financial Officer, he helped manage the transition from a development-stage company into a commercial entity. Mr. Thero began his professional career at Arthur Andersen LLP, during which time he became a Certified Public Accountant. He received a B.A. in Economics from the College of the Holy Cross. The Board believes that Mr. Thero’s experience in management positions at life sciences companies, as well as his experience as Amarin’s President and Chief Executive Officer and, before that, as Amarin’s President and Chief Financial Officer, provide him with the appropriate qualifications and skills to serve as a member of the Board.

 

5


Table of Contents

Directors Continuing in Office

Jan van Heek joined Amarin as a non-executive director in February 2010. He is currently a Principal and Partner at BioPoint Group, where he advises biotechnology and other healthcare companies in commercial strategy development, financing and business development. Prior to establishing BioPoint, Mr. van Heek spent more than 18 years at Genzyme Corporation, most recently as an Executive Vice President and Senior Advisor to the CEO and senior management team. Mr. van Heek is currently a board member of Minerva Neurosciences, Inc. and was a board member and Chairman of the Audit Committee of ViaCell Corporation, a U.S. public company, from 2002 until it was sold to Perkin Elmer Corporation in 2007. He received an M.B.A. from St. Gallen University in Switzerland and an executive degree from Stanford Business School. Based on Mr. van Heek’s experience within the biotechnology industry and his executive experience, specifically his experience in executive officer positions at other companies in the biotechnology industry, as well as his service on other boards of directors, the Board believes Mr. van Heek has the appropriate set of skills to serve as a member of our Board.

Lars G. Ekman, M.D., Ph.D. joined Amarin as a non-executive director in November 2008, and was named Amarin’s lead independent director in October 2011 and Amarin’s Chairman of the Board effective January 2014. With more than 30 years of experience in the pharmaceutical industry, Dr. Ekman is currently an executive partner at Sofinnova Ventures and serves as Chairman of Sophiris Bio Inc. (formerly Protox Therapeutics) as well as Chairman of Prothena Biosciences. From October 2008 to 2011 he served as Co-Founder and Chief Executive Officer of Cebix Inc. He was Executive Vice President and President of Global Research and Development at Elan Corporation plc, from January 2001 to December 2007. Prior to joining Elan, he was Executive Vice President, Research and Development at Schwarz Pharma AG from February 1997 to December 2000, and prior to that was employed in a variety of senior scientific and clinical functions at Pharmacia, now Pfizer. Dr. Ekman also sits on the board of directors of Ultragenyx Pharmaceutical Inc. and Spark Therapeutics. Dr. Ekman is a board-certified surgeon with a Ph.D. in experimental biology and has held several clinical and academic positions in both the United States and Europe. He obtained his Ph.D. and M.D. from the University of Gothenburg, Sweden. Based on Dr. Ekman’s experience within the pharmaceutical industry and his executive experience, specifically his experience as Chief Executive Officer and other executive positions in the biotechnology industry, as well as his service on boards of directors in the biotechnology industry, the Board believes Dr. Ekman has the appropriate set of skills to serve as a member of our Board.

Kristine Peterson joined Amarin as a non-executive director in November 2010. Ms. Peterson has more than 30 years of pharmaceutical industry experience, including 20 years at Bristol-Myers Squibb Company, where she was responsible for sales, marketing and general management in a variety of therapeutic areas, including leading the cardiovascular and metabolic disease business unit. From June 2009 to February 2016, she served as Chief Executive Officer at Valeritas, Inc., a medical technology company committed to the development and commercialization of innovative drug delivery solutions, with its lead product for the treatment of diabetes. Prior to joining Valeritas, Ms. Peterson was Company Group Chair for the biotech business at Johnson & Johnson from May 2006 through June 2009, was an Executive Vice President at Johnson & Johnson from August 2004 through May 2006 and was Senior Vice President of commercial operations at Biovail Corporation from May 2003 to August 2004. Ms. Peterson is currently a director of Paratek Pharmaceuticals, Inc., ImmunoGen, Inc. the Biotechnology Industry Organization and the Greater Philadelphia Life Sciences Congress. Ms. Peterson has an M.B.A. in Marketing from the University of Illinois. Based on Ms. Peterson’s leadership experience in the pharmaceutical industry and her executive experience, specifically her experience as an executive officer at other commercial stage companies in the biotechnology industry, as well as her service on other boards of directors in the biotechnology industry and a leading biotech industry trade organization, the Board believes Ms. Peterson has the appropriate set of skills to serve as a member of our Board. Ms. Peterson’s contribution to the Company in the areas of commercialization and regulatory and political matters has been particularly helpful as the Company continues its current stage of development.

David Stack joined Amarin as a non-executive director in December 2012. Mr. Stack is currently the President and Chief Executive Officer of Pacira Pharmaceuticals, Inc. Mr. Stack was a managing director of

 

6


Table of Contents

MPM Capital from 2005 until 2017 and a managing partner of Stack Pharmaceuticals, Inc. since 1998. From 2001 to 2004, he was President and Chief Executive Officer of The Medicines Company. Previously, Mr. Stack was President and General Manager at Innovex, Inc. He was Vice President, Business Development/Marketing at Immunomedics from 1993 until 1995. Prior to that, he was with Roche Laboratories from 1981 until 1993, in various positions including therapeutic world leader in infectious disease and director, business development and planning, infectious disease, oncology, and virology. He currently serves as a member of the board of directors of Pacira Pharmaceuticals, Inc., PepTx, Inc., Chiasma, Inc. and Prognos AI. He was a member of the boards of directors of Molecular Insight Pharmaceuticals, Inc. from 2006 to 2010 and BioClinica, Inc. from 1999 to 2010. Mr. Stack holds a B.S. in Pharmacy from Albany College of Pharmacy and a B.S. in Biology from Siena College. The Board believes that Mr. Stack’s qualifications to sit on our Board include his extensive experience with pharmaceutical companies as an executive and director, his financial expertise and his years of experience providing strategic and financial advisory services to pharmaceutical and biotechnology organizations in all stages of development.

Joseph S. Zakrzewski joined Amarin as a non-executive director in January 2010. From November 2010 to December 2013, Mr. Zakrzewski served as Amarin’s Chief Executive Officer and Chairman of the Board of Directors. From May 2007 to May 2010, Mr. Zakrzewski served as President and Chief Executive Officer of Xcellerex, a privately held company focusing on commercializing its proprietary next generation manufacturing technology for biotherapeutics and from January 2005 to May 2007, Mr. Zakrzewski served as the Chief Operating Officer of Reliant Pharmaceuticals. From 1988 to 2004, Mr. Zakrzewski served in a variety of positions at Eli Lilly and Company including as Vice President, Corporate Business Development from 2003 through 2004. In addition, Mr. Zakrzewski served as a Venture Partner with Orbimed in 2010 and 2011. Mr. Zakrzewski is currently the Chairman of Onxeo and serves on the board of directors of Onxeo, Acceleron Pharma, and Sangamo Therapeutics as well as a number of privately held companies. Mr. Zakrzewski earned a B.S. in Chemical Engineering and an M.S. in Biochemical Engineering from Drexel University as well as an M.B.A. in Finance from Indiana University. The Board believes that Mr. Zakrzewski should serve on our Board based on his knowledge of our Company gained from his former position as Chief Executive Officer and his substantial experience serving as an executive officer of other pharmaceutical companies, as well as Mr. Zakrzewski’s service as a member of boards of directors of other pharmaceutical companies. Mr. Zakrzewski’s contribution to the Company in the areas of operations and business development matters has been particularly helpful as the Company continues its current stage of development.

Vote Required

Each nominee will be elected to the Board if (i) on a show of hands, a majority of shareholders present in person or by proxy and voting on the proposal vote in favor of such director or (ii) on a poll, a majority of the shares present at the meeting in person or by proxy and voting on the proposal are voted in favor of such director. As a result, abstentions and broker non-votes will have no effect on the vote outcome.

Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, then FOR the election of all the nominees named in this Proxy Statement.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

EACH OF THE NOMINEES IDENTIFIED ABOVE.

 

7


Table of Contents

PROPOSAL NO. 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Background

As recommended by our shareholders at our 2017 annual general meeting and subsequently approved by our Board, we give our shareholders the opportunity to cast an advisory (non-binding) vote to approve the compensation of the Company’s “named executive officers,” each year (a so-called “say-on-pay” vote). At the 2017 annual general meeting, the Company’s shareholders supported the say-on-pay vote with 83.4% of the votes cast in favor of the proposal.

The say-on-pay vote is a non-binding vote to approve the compensation of the Company’s “named executive officers,” as described in this Proxy Statement under the “Executive Compensation Discussion and Analysis” section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure on pages 21 to 38 of this Proxy Statement. Our philosophy in setting compensation policies for executive officers has two fundamental objectives: (1) to attract and retain a highly skilled team of executives and (2) to align our executives’ interests with those of our shareholders by rewarding short-term and long-term performance and tying compensation to increases in shareholder value. The Remuneration Committee believes that executive compensation should be directly linked both to continuous improvements in corporate performance (so-called “pay for performance”) and accomplishments that are expected to increase shareholder value. The “Executive Compensation Discussion and Analysis” section herein provides a more detailed discussion of the executive compensation program and compensation philosophy.

The vote under this Proposal No. 3 is advisory, and therefore not binding on the Company, the Board or our Remuneration Committee. However, our Board, including our Remuneration Committee, values the opinions of our shareholders and, considers changes to our executive compensation program as appropriate in response to input from shareholders and evolving factors such as the business environment and competition for talent.

Shareholders will be asked at the Annual General Meeting to approve the following resolution pursuant to this Proposal No. 3:

RESOLVED, that the shareholders of the Company approve, on a non-binding, advisory basis, the compensation of the Company’s ‘named executive officers,’ as disclosed in this Proxy Statement under the “Executive Compensation Discussion and Analysis” section, the compensation tables and the narrative disclosures that accompany the compensation tables.”

Vote Required

This advisory proposal will be approved if (i) on a show of hands, a majority of shareholders present in person or by proxy and voting on the proposal vote in favor of the resolution or (ii) on a poll, a majority of the shares present at the meeting in person or by proxy and voting on the proposal are voted in favor of the resolution. As a result, abstentions and broker non-votes will have no effect on the vote outcome.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 3.

 

8


Table of Contents

PROPOSAL NO. 4

APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has selected Ernst & Young LLP (“E&Y”) as our independent registered public accounting firm for the fiscal year ending December 31, 2018, and has further directed that we submit the selection of E&Y for approval by our shareholders at the Annual General Meeting.

The Audit Committee reviews and pre-approves all audit and non-audit services performed by its independent registered public accounting firm, as well as the fees charged for such services. All fees incurred in fiscal 2017 for services rendered by E&Y were approved in accordance with these policies. In its review of non-audit service fees, the Audit Committee considers, among other things, the possible impact of the performance of such services on the auditor’s independence. The Audit Committee has determined that the non-audit services performed by E&Y in the fiscal year ended December 31, 2017 were compatible with maintaining the auditor’s independence. Additional information concerning the Audit Committee and its activities can be found in the following sections of this Proxy Statement: “Board Committees” and “Report of the Audit Committee.”

E&Y commenced auditing our annual financial statements with the fiscal year ended December 31, 2014. Representatives of E&Y are expected to be available telephonically at the Annual General Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate shareholder questions.

Fees for Independent Registered Public Accounting Firm—E&Y

The following is a summary of the fees billed to the Company by E&Y for professional services rendered for the fiscal years ended December 31, 2017 and 2016. Audit fees are for services relating to the years ended December 31, 2017 and 2016 as described in (1) below and all non-audit fees are for services invoiced in 2017 and 2016.

 

     2017      2016  

Audit Fees(1):

   $ 1,287,379      $ 1,075,280  

Audit-Related Fees:

   $ —        $ —    

Tax Fees(2):

   $ 5,924      $ 6,350  

All Other Fees:

   $ —        $ —    
  

 

 

    

 

 

 

Total All Fees:

   $ 1,293,303      $ 1,081,630  

 

(1) Audit fees for 2017 include fees incurred in connection with the audit of our financial statements as of December 31, 2017, as prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), costs incurred in connection with the audit of statutory financial statements as of December 31, 2016, as prepared in accordance with International Financial Reporting Standards (“IFRS”), and costs incurred in connection with registration statement filings.
(2) Tax fees consist primarily of tax advisory fees and costs incurred for the preparation of tax returns and other related statutory filings.

Shareholders will be asked at the Annual General Meeting to approve the following resolution pursuant to this Proposal No. 4:

RESOLVED, to appoint Ernst & Young LLP as the Company’s auditors to hold office from the conclusion of this meeting until the conclusion of the next meeting at which the annual accounts are laid before the Company and to authorize the directors to agree upon the remuneration of the auditors.”

 

9


Table of Contents

In the event that shareholders do not approve the foregoing resolution, we will need to engage a third-party auditor who will act as our independent registered public accounting firm under U.S. law and as our statutory auditor under UK law for the fiscal year ending December 31, 2018. We may proceed to engage such firm as our Board and Audit Committee deem advisable, which firm may include E&Y.

Vote Required

This proposal will be approved if (i) on a show of hands, a majority of shareholders present in person or by proxy and voting on the proposal vote in favor of the resolution or (ii) on a poll, a majority of the shares present at the meeting in person or by proxy and voting on the proposal are voted in favor of the resolution. As a result, abstentions and broker non-votes will have no effect on the vote outcome.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 4

 

10


Table of Contents

ADDITIONAL BUSINESS

As a public limited company organized under the laws of England and Wales, it is a statutory requirement that the Board lay before the Annual General Meeting the Company’s statutory accounts, which are the Company’s Annual Report for the year ended December 31, 2017, as prepared in conformity with GAAP (the “Annual Report”) and the accounts for the financial year ended December 31, 2017, prepared in accordance with International Financial Reporting Standards (the “Statutory Accounts”). As required by the Companies Act and the Articles, the Statutory Accounts will be made available for download in “PDF” format on the Company’s website (http://investor.amarincorp.com) as soon as they are complete, but no later than April 20, 2018, which is at least twenty-one clear days in advance of the Annual General Meeting. In addition, hard copies of the Statutory Accounts may be obtained, once they are complete, by contacting the Company’s investor relations department at Amarin Corporation plc, c/o Amarin Pharma, Inc., 1430 Route 206, Bedminster, NJ 07921 or by telephone at (908) 719-1315. Shareholders of the Company will not be asked to take any action in respect of the Statutory Accounts at the Annual General Meeting but shareholders in attendance will have opportunity to ask questions relating to the Statutory Accounts.

We know of no other matters to be submitted to a vote of shareholders at the Annual General Meeting. If any other matter is properly brought before the Annual General Meeting or any adjournment thereof, it is the intention of the persons named in the enclosed proxy to vote the shares they represent in accordance with their judgment. In order for any shareholder to nominate a candidate at a given annual general meeting, he or she must provide timely written notice to our corporate secretary pursuant to the terms of our Articles, as described below.

 

11


Table of Contents

CORPORATE GOVERNANCE

Director Independence

We believe that the Company benefits from having a strong and independent Board. For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with the Company that would affect his or her exercise of independent judgment. On an annual basis, the Board reviews the independence of all directors under guidelines established by NASDAQ and in light of each director’s affiliations with the Company and members of management, as well as significant holdings of Company securities. This review considers all known relevant facts and circumstances in making an independence determination. Based on this review, the Board has made an affirmative determination that all directors, other than Mr. Thero, are independent. It was determined that Mr. Thero lacks independence because of his status as the Company’s President and Chief Executive Officer.

Code of Business Conduct and Ethics

We believe that our Board and its committees, led by a group of strong and independent directors, provide the necessary leadership, wisdom and experience that the Company needs in making sound business decisions. Our Code of Business Conduct and Ethics helps clarify the operating standards and ethics that we expect of all of our officers, directors and employees in making and implementing those decisions. Waivers of our Code of Business Conduct and Ethics for the benefit of a director or an executive officer may only be granted by the Board or, if permitted, a committee of the Board, and will be publicly announced promptly in our SEC filings. Waivers of our Code of Business Conduct and Ethics for the benefit of other employees may be made by our Compliance Officer, the Board or, if permitted, a committee of the Board. In furthering our commitment to these principles, we invite you to review our Code of Business Conduct and Ethics and other corporate governance materials located on our website at www.amarincorp.com.

Shareholder Communications

Generally, shareholders who have questions or concerns regarding the Company should contact our Investor Relations department at (908) 719-1315. However, any shareholders who wish to address questions regarding the business or affairs of the Company directly with the Board, or any individual director, should direct his or her questions in writing to the Lead Independent Director of the Board, Amarin Corporation plc, 2 Pembroke House, Upper Pembroke Street 28-32, Dublin 2 Ireland or c/o Amarin Pharma, Inc., 1430 Route 206, Bedminster, NJ 07921. Upon receipt of any such communications, the correspondence will be directed to the appropriate person, including individual directors.

 

12


Table of Contents

BOARD OF DIRECTORS AND COMMITTEES

During our 2017 fiscal year, our Board met in person four times. Each director attended at least 75% of the aggregate of the meetings of the Board and meetings of the committees of which he or she was a member in our last fiscal year. During fiscal year 2017, our Board had an Audit Committee, a Remuneration Committee and a Nominating and Corporate Governance Committee. All members of the Audit, Remuneration and Nominating and Corporate Governance Committees are non-employee directors who are deemed independent.

All members of our Board who were directors at the time attended the 2017 Annual General Meeting of Shareholders, either in person or via telephone. Although the Company has no formal policies regarding director attendance at annual general meetings, it encourages directors to attend annual general meetings and expects that all members of the Board will attend the 2018 Annual General Meeting.

Board Leadership Structure and Risk Oversight

Dr. Lars Ekman is our Chairman of the Board. Dr. Ekman is independent and all key committees of the Board are comprised solely of, and chaired by, independent directors. The Board believes that this structure, combined with the Company’s established corporate governance guidelines, provides an effective leadership structure for the Company. In addition, to ensure effective independent oversight of the Company, the Board holds meetings of the independent directors of the Board at every meeting.

The Board has overall responsibility for the oversight of the Company’s risk management process, which is designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance shareholder value. Risk management includes not only understanding company-specific risks and the steps management implements to manage those risks, but also what level of risk is acceptable and appropriate for the Company. Management is responsible for establishing our business strategy, identifying and assessing the related risks and implementing appropriate risk management practices. The Board periodically reviews our business strategy and management’s assessment of the related risk, and discusses with management the appropriate level of risk for the Company. The Board also delegates oversight to Board committees to oversee selected elements of risk as set forth below.

As part of the Board’s risk oversight role, our Remuneration Committee reviews and evaluates the risks associated with our compensation programs. Our Remuneration Committee has reviewed our compensation policies as generally applicable to our employees and believes that our policies do not encourage excessive and unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on Amarin. In making this determination, our Remuneration Committee considered the following:

 

    the Company’s use of different types of compensation vehicles to provide a balance of long and short-term incentives with fixed and variable components;

 

    the granting of equity based awards with time-based vesting and performance-based vesting, both of which encourage participants to look to long-term appreciation in equity values;

 

    the Company’s annual bonus determinations for each employee being tied to achievement of company goals, which goals promote long-term value; and

 

    the Company’s system of internal control over financial reporting and code of conduct and ethics, which among other things, reduce the likelihood of manipulation of the Company’s financial performance to enhance payments under any of its incentive plans.

 

13


Table of Contents

Board Committees

Audit Committee. The Audit Committee is currently comprised of Mr. van Heek (Chairman), Mr. O’Sullivan and Ms. Peterson. The Audit Committee oversees the accounting and financial reporting processes of the Company and the audits of the Company’s financial statements. The Audit Committee also assists the Board in overseeing the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the external auditors’ qualifications and independence, the performance of the Company’s internal audit function and external auditors and performs other duties, as set forth in the Audit Committee charter. The Audit Committee charter is available on our website at www.amarincorp.com. The Audit Committee met by teleconference six times during our 2017 fiscal year. All members of the Audit Committee satisfy the current independence standards promulgated by NASDAQ and the SEC and the Board has determined that Mr. van Heek is an “audit committee financial expert,” as the SEC has defined that term in Item 407 of Regulation S-K.

Nominating and Corporate Governance Committee. Currently, the Nominating and Corporate Governance Committee is comprised of Mr. O’Sullivan (Chairman), Mr. Zakrzewski and Dr. Ekman. The Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become members of the Board, consistent with criteria approved by the Board. The Nominating and Corporate Governance Committee also develops and implements policies and processes regarding corporate governance matters, assesses Board membership needs and acts as the Company’s nominating committee by reviewing potential director nominees and recommending nominees to the Board. The Nominating and Corporate Governance Committee charter is available on our website at www.amarincorp.com. The Nominating and Corporate Governance Committee met in person two times and by teleconference one time during our 2017 fiscal year. All members of the Nominating and Corporate Governance Committee satisfy the current NASDAQ independence standards.

Remuneration Committee. The Remuneration Committee is currently comprised of Mr. Stack (Chairman), Ms. Peterson and Mr. van Heek. The Remuneration Committee, together with the Board, determines the framework for the compensation of the Company’s Chief Executive Officer and such other members of executive management as it is designated to consider. The Remuneration Committee also determines the corporate and individual performance goals under the Company’s management incentive plan and achievement of these goals, as well as determines the policy for and scope of pension arrangements, service agreements for the executive management team and termination payments. Further, the Remuneration Committee oversees any major changes in employee benefit structures throughout the Company, reviews and authorizes the reimbursement of any claims for expenses from the Chief Executive Officer and chairman in excess of £10,000 and performs other duties, as set forth in the Remuneration Committee charter. Additionally, the Remuneration Committee reviews and evaluates the risks associated with our compensation programs. The Remuneration Committee may delegate its authority to a subcommittee composed of one or more of its members. The Remuneration Committee charter is available on our website at www.amarincorp.com. The Remuneration Committee met in person three times and by teleconference three times during our 2017 fiscal year. All members of the Remuneration Committee satisfy the current NASDAQ and SEC independence standards and qualify as “outside directors” pursuant to the Code.

Compensation Committee Interlocks and Insider Participation

During the 2017 fiscal year, Mr. Stack (Chairman), Ms. Peterson and Mr. van Heek served as members of the Remuneration Committee. During the last completed fiscal year, no member of the Remuneration Committee was an officer or employee of Amarin and no member of the Remuneration committee has ever served as an officer of Amarin. None of our executive officers served as a member of the compensation committee (or board of directors serving the compensation function) of another entity where such entity’s executive officers served on our Remuneration Committee. Moreover, none of our executive officers served as a member of the board of directors or compensation committee (or other committee of the board of directors serving the compensation function) of another entity where such entity’s executive officers served on our Board or Remuneration Committee.

 

14


Table of Contents

EXECUTIVE OFFICERS

Our current executive officers and their respective positions are set forth in the following table. Biographical information regarding each executive officer is set forth following the table.

 

Name

   Age     

Position

Executive Officers

     

John F. Thero

     57      President and Chief Executive Officer (principal executive officer)

Joseph T. Kennedy

     50      Executive Vice President, General Counsel and Strategic Initiatives, Secretary

Michael W. Kalb

     47      Senior Vice President and Chief Financial Officer, Assistant Secretary (principal financial officer and principal accounting officer)

Steven B. Ketchum, Ph.D.

     53      President of Research and Development, Senior Vice President, and Chief Scientific Officer

Mark W. Salyer

     59      Senior Vice President and Chief Commercial Officer

John F. Thero. Please refer to Proposals No. 1 and No. 2 “Election of Directors” for Mr. Thero’s biography.

Joseph T. Kennedy joined Amarin in December 2011 as Senior Vice President, General Counsel and was named Amarin’s Secretary and Chief Compliance Officer in February 2012. He was promoted to Executive Vice President, General Counsel and Strategic Initiatives in July 2015 and no longer serves as the company’s compliance officer for pharmaceutical industry matters as of August 2017. From March 2009 to December 2011, he was Vice President, General Counsel and Secretary of Transcept Pharmaceuticals, Inc., where he played a lead role negotiating the company’s strategic collaboration with Purdue Pharma, helped obtain U.S. Food and Drug Administration (“FDA”) approval for the company’s lead product and had responsibility for all legal and compliance matters affecting the company. Mr. Kennedy represented large pharmaceutical companies, developing life science companies and venture capital firms in private law practice from January 2006 to March 2009. Prior to that, Mr. Kennedy served as Chief Corporate Counsel, then Vice President, Acting Chief Legal Officer with Eyetech Pharmaceuticals, Inc. His work at Eyetech included transitioning the company from private to public, legal matters related to the company’s development and commercialization collaboration with Pfizer Inc., public company and pharmaceutical industry compliance, and the sale of the company to OSI Pharmaceuticals Inc. Previously, Mr. Kennedy served as Vice President and U.S. Counsel, Corporate Business Development, with Élan Corporation, plc where he helped acquire technologies, managed legal issues related to multiple collaborations and participated in the company’s sale of assets that raised over $2.0 billion in a restructuring. Mr. Kennedy was honored by the President of Ireland as one of the inaugural “Irish Life Science 50” which recognized Irish-Americans for their significant contributions to the life science industry and by Financial Times as a standout legal innovator in its 2016 North American Most Innovative Lawyers awards. He also serves as a member of the Business Advisory Board of Fountain Healthcare Partners, a life science venture capital fund.

Steven B. Ketchum, Ph.D., joined Amarin in February 2012 as Senior Vice President and President of Research and Development. He was named Chief Scientific Officer in January 2016. Dr. Ketchum has 20 years of experience in late-stage product development and clinical regulatory strategy. From 2008 to 2012, Dr. Ketchum served as Senior Vice President of Research and Development for Sunesis Pharmaceuticals, Inc. where he provided strategic direction for all facets of research and development, including clinical strategy and operations, regulatory affairs, and pharmaceutical development and has served on its board of directors since his departure. From 2005 to 2008, Dr. Ketchum served as Senior Vice President of Research and Development and Medical Affairs for Reliant Pharmaceuticals where he led development and support activities for Lovaza and other commercialized cardiovascular products. Prior to 2005, Dr. Ketchum was Senior Vice President of Operations and Regulatory Affairs at IntraBiotics Pharmaceuticals, Inc., and also held positions of increasing responsibility in regulatory affairs during his nearly eight-year tenure at ALZA Corporation, where he supported the development and commercialization of a number of products, including Concerta. Dr. Ketchum earned a Ph.D. in pharmacology from University College London and a B.S. in biological sciences from Stanford University.

 

15


Table of Contents

Michael W. Kalb joined Amarin in June 2016 as Senior Vice President and Chief Financial Officer. Mr. Kalb served as Group Vice President, Chief Financial Officer and Chief Accounting Officer of Taro Pharmaceutical Industries Ltd. from August 2014 to June 2016. Prior to that, Mr. Kalb was GVP, Interim CFO and CAO from November 2010 to August 2014 and GVP, Chief Financial Officer—U.S. and CAO from May 2010 to November 2010. Mr. Kalb joined Taro in June 2009 as VP, Chief Financial Officer—U.S. He has over twenty years of financial and accounting advisory experience. From June 2004 to June 2009, Mr. Kalb served as a Director in the Accounting and Financial Consulting Group of Huron Consulting Group Inc. His experience also includes over ten years at Ernst & Young, LLP within the Transaction Advisory Services Group and Audit and Assurance Services Group. Mr. Kalb received a Bachelor of Science in Accounting from the University at Albany, State University of New York. Mr. Kalb is a Certified Public Accountant.

Mark W. Salyer joined Amarin in September 2017 as the Senior Vice President and Chief Commercial Officer. He has served in a variety of commercial leadership positions spanning 33 years in the pharmaceutical industry across several global companies in numerous therapeutic areas. Prior to joining Amarin, Mr. Salyer served 11 years as Executive Vice President and General Manager for Teva Respiratory, LLC, the branded business unit of Teva Pharmaceuticals where he oversaw the formation of the unit across commercial, medical, research and development, supply chain and other functions. Prior to Teva, he served as Chief Commercial Officer for BioDelivery Sciences. He also served four years as Commercial Officer for the U.S. and Corporate VP for Global Marketing for Altana Pharma AG based in New Jersey, US and Konstanz, Germany where he lead numerous global commercial and development alliances with Sanofi-Aventis (Alvesco, Omnaris), Pfizer (Daxas and Detrol-LA), and Wyeth (Protonix). Mr. Salyer started his pharmaceutical career with GlaxoSmithKline in 1985 in financial planning and was transitioned to marketing director for migraine, cardiovascular and respiratory brands in the U.S., many attaining blockbuster status. Upon the creation of GlaxoSmithKline, he was appointed Vice President of the Global Respiratory business based in London, England. While there, he led the global commercial development and launches of Advair/Seretide. Mr. Salyer has a MBA in Marketing from Duke University -The Fuqua School of Business. Since 2002, he has served as a member of Duke’s Health Sector Advisory Board. Mr. Salyer has a BS in Accounting / Business from Virginia Polytechnic Institute and State University. Mr. Salyer is a Certified Public Accountant.

 

16


Table of Contents

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

Transactions with Related Parties

Other than the compensation arrangements described below under the captions “Executive Compensation” and “Director Compensation,” we are not a party to any transactions between us and certain “related parties,” which are generally considered to be our directors and executive officers, nominees for director, holders of 5% or more of our outstanding Ordinary Shares and members of their immediate families.

Related-Party Transaction Review and Approval

Our Board has adopted policies and procedures for the review and approval of related-party transactions and has delegated to our Compliance Officer the authority to review and approve the material terms of any proposed related-party transactions.

Pursuant to our Code of Business Conduct and Ethics, any transaction or relationship that reasonably could be expected to give rise to a conflict of interest should be promptly reported to the Compliance Officer. Our Compliance Officer may notify the Board or a committee thereof as deemed appropriate. Conflicts of interest may arise in the following situations: if an individual is simultaneously employed or engaged by Amarin and another business (particularly a client or business partner of Amarin); if an individual participates in any activity that enhances or supports a competitor’s position; if an individual or member of such person’s immediate family accepts a gift with the intent to improperly influence the normal business relationship between Amarin and its clients or business partners or gives to or accepts gifts from a competitor; if an individual or a member of such person’s immediate family holds a financial interest in another business (particularly a client or business partner of Amarin); and if an individual conducts business on behalf of Amarin with a business in which a family member of such individual is associated in any significant role.

 

17


Table of Contents

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Executive officers, directors and greater-than-10% shareholders are required by SEC regulations to furnish us with copies of all reports filed under Section 16(a). To the Company’s knowledge, based solely on the review of copies of the reports filed with the SEC, all reports required to be filed by our executive officers, directors and greater-than-10% shareholders during the fiscal year ended December 31, 2017 were timely filed, except for one inadvertently late filing on Form 4 for each of John F. Thero, Steven B. Ketchum, Joseph T. Kennedy, and Michael W. Kalb.

INSIDER TRADING POLICY

Amarin has an insider trading policy that applies to all officers, directors and employees and certain affiliated persons. Amarin’s insider trading policy prohibits sale of any Amarin securities that are not owned by such persons at the time of the sale, so called short sales. Those persons subject to Amarin’s insider trading policy may not pledge Amarin’s securities as collateral for a loan (or modify an existing pledge) unless the pledge has been approved by the Audit Committee of the Board.

 

18


Table of Contents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Based on information available to us and filings with the SEC, the following table sets forth certain information regarding the beneficial ownership (as defined by Rule 13d-3 of the Exchange Act) of our outstanding Shares for (i) each of our directors, (ii) each of our “named executive officers,” as defined in Executive Compensation below, (iii) all of our directors and executive officers as a group, and (iv) persons known to us to beneficially hold more than 5% of our outstanding Ordinary Shares. Unless otherwise noted, the following information is presented as of March 31, 2018.

Beneficial ownership and percentage ownership are determined in accordance with the rules of the SEC and include voting or investment power with respect to our Ordinary Shares. This information does not necessarily indicate beneficial ownership for any other purpose. Under these rules, Ordinary Shares issuable under stock options or warrants that are exercisable within 60 days of March 31, 2018 are deemed outstanding for the purpose of computing the percentage ownership of the person holding the options or warrant(s), but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each shareholder named in the following table possesses sole voting and investment power over their Ordinary Shares, except for those jointly owned with that person’s spouse. Unless otherwise indicated below, the address of each person listed on the table is c/o Amarin Pharma, Inc., 1430 Route 206, Bedminster, NJ 07921.

 

     Shares Beneficially
Owned
 

Name and Address of Beneficial Owner

   Number(1)      Percent of
Class(2)
 

Greater than 5% Holders:

     

Consonance Capital Management LP (3)

     

1370 Avenue of the Americas

Floor 33

New York, NY 10019

     24,476,520        8.34  

Current directors and named executive officers:

     

John F. Thero(4)

     5,215,305        1.75  

Lars G. Ekman, M.D., Ph.D.(5)

     360,138        0.12  

Kristine Peterson(6)

     282,495        0.10  

Jan van Heek(7)

     292,698        0.10  

Patrick J. O’Sullivan(8)

     207,495        0.07  

David Stack(9)

     177,495        0.06  

Joseph S. Zakrzewski(10)

     2,449,209        0.83  

Joseph T. Kennedy(11)

     1,760,042        0.60  

Steven B. Ketchum, Ph.D.(12)

     1,298,498        0.44  

Michael W. Kalb(13)

     363,353        0.12  

Mark W. Salyer

     —          0.00  

All current directors and executive officers as a group (11 persons)

     12,406,728        4.08  

 

(1) Represents Ordinary Shares, or Shares, held as of March 31, 2018, plus Shares that may be acquired upon exercise of options exercisable within 60 days of March 31, 2018.
(2) Based on 293,584,140 Ordinary Shares outstanding as of March 31, 2018. The percentage ownership and voting power for each person (or all directors and executive officers as a group) is calculated by assuming the exercise or conversion of all options exercisable within 60 days of March 31, 2018 held by such person and the non-exercise and non-conversion of all outstanding options held by all other persons.

 

19


Table of Contents
(3) Based on information provided in a Schedule 13G filed by Consonance Capital Management LP on February 14, 2018. Consists of 23,767,680 shares owned by Consonance Capital Management LP (“Adviser”) and 708,840 shares (“Managed Account Shares”) owned by a managed account managed by Consonance Capital Opportunity Fund Management LP (“Consonance Opportunity”). Consonance Capman GP LLC (“Capman”) is the general partner of the Adviser and Mitchell Blutt, as the manager and member of Capman and Chief Executive Officer of the Adviser, may be deemed to control Capman and the Adviser. Capman is the general partner of Consonance Opportunity and Mitchell Blutt, as the manager and member of Capman, may be deemed to control Capman and Consonance Opportunity. Adviser reports shared voting and dispositive power with respect to the Master Account Shares. Consonance Opportunity reports shared voting and dispositive power with respect to the Managed Account Shares.
(4) Includes 1,481,668 Shares directly owned and 3,733,637 Shares issuable upon the exercise of options exercisable within 60 days of March 31, 2018.
(5) Includes 40,000 Shares directly owned and 320,138 Shares issuable upon the exercise of options exercisable within 60 days of March 31, 2018.
(6) Includes 282,495 Shares issuable upon the exercise of options exercisable within 60 days of March 31, 2018.
(7) Includes 25,203 Shares directly owned and 267,495 Shares issuable upon the exercise of options exercisable within 60 days of March 31, 2018.
(8) Includes 207,495 Shares issuable upon the exercise of options exercisable within 60 days of March 31, 2018.
(9) Includes 177,495 Shares issuable upon the exercise of options exercisable within 60 days of March 31, 2018.
(10) Includes 226,047 Shares directly owned and 2,223,162 Shares issuable upon the exercise of options exercisable within 60 days of March 31, 2018.
(11) Includes 18,434 Shares directly owned and 1,741,608 Shares issuable upon the exercise of options exercisable within 60 days of March 31, 2018.
(12) Includes 200,973 Shares directly owned and 1,097,525 Shares issuable upon the exercise of options exercisable within 60 days of March 31, 2018.
(13) Includes 14,996 Shares directly owned and 348,357 Shares issuable upon the exercise of options exercisable within 60 days of March 31, 2018.

 

20


Table of Contents

EXECUTIVE COMPENSATION

DISCUSSION AND ANALYSIS

The following compensation discussion and analysis (“CD&A”) describes the philosophy, objectives and structure of our fiscal year 2017 executive compensation program. This section is intended to be read in conjunction with the tables that immediately follow, which provide further historical compensation information for our named executive officers (“NEOs”), who for the fiscal year ended December 31, 2017, were:

 

John F. Thero

  President and Chief Executive Officer

Joseph T. Kennedy

  Executive Vice President, General Counsel and Strategic Initiatives, Secretary

Michael W. Kalb

  Senior Vice President and Chief Financial Officer, Assistant Secretary

Steven B. Ketchum, Ph.D.

  President of Research and Development, Senior Vice President and Chief Scientific Officer

Mark W. Salyer

  Senior Vice President and Chief Commercial Officer

2017 Operating Highlights

We are very proud of the strong operating, financial and stock price performance of Amarin in 2017. As discussed more fully below, achievement of these objectives were considered by our Remuneration Committee in determining executive compensation for 2017. Key operating highlights from the past year include the following:

 

    Revenue Growth and Gross Margin Improvement: The Company recognized total revenue of $181.1 million for 2017, comprised of $179.8 million in net product revenue from U.S. sales of Vascepa® (icosapent ethyl) and $1.3 million in licensing revenue related to collaborations for the commercialization of Vascepa outside the United States. The net product revenue for 2017 represented an increase of $50.9 million over 2016. Gross margin on product revenues was 75% in 2017, versus 73% in 2016, driven by improvements in product-related costs.

 

LOGO

 

    Prescription Growth: The Company increased normalized prescriptions for Vascepa by 45% and 42% in 2017 compared to 2016 based on data from Symphony Health and IQVIA, respectively. In doing so, the Company increased its market share of prescription omega-3 products to >30% in the United States.

 

21


Table of Contents
    REDUCE-IT on Track: The Company’s long-term cardiovascular outcomes study, REDUCE-IT, advanced closer to completion with clinical sites in the study instructed to begin having all living patients in the study visit their clinical site for final data collection. Top-line results from this first in class study are anticipated to be reported by the end of the third quarter of 2018. In parallel with advancing the REDUCE-IT study, the Company in 2017 also supported 25 scientific publications and abstract presentations.

 

    International Expansion: The Company added a commercial partner to seek regulatory approval of, and commercialize Vascepa in, Canada. The Company supported its commercial partner in the Middle East with multiple country filings seeking approval to commence marketing of Vascepa in those countries. And, the Company supported its partner in China in commencing a clinical trial for Vascepa in China as part of a clinical and regulatory strategy to get Vascepa approved and commercialized in China.

 

    Improved Net Cash Flow: The Company achieved its publicly stated objective of being net cash flow positive in 2017 after excluding the benefit, on a non-GAAP basis, of net proceeds from the Company’s Q1 2017 exchangeable debt transactions, which transactions moved the earliest scheduled put date for the Company’s remaining $30.0 million in outstanding exchangeable debt to 2022, and excluding greater than $40 million of payments for R&D (primarily REDUCE-IT related) and approximately $17 million of payments for financing-type costs (e.g., interest and royalties). This improvement in net cash flow reflected increased sales productivity, negotiated cost savings and overall spending prioritization and control.

 

    Superior Stock Price Performance. As depicted in the graph below, over the three-year time period through December 31, 2017, cumulative total return for Amarin’s ADSs exceeded both the NASDAQ Composite Index and NASDAQ Biotechnology Index. In particular, the total return for Amarin’s ADSs well exceeded the cumulative returns for the NASDAQ Composite Index and NASDAQ Biotechnology Index in each of the past two calendar years.

 

 

LOGO

 

Compensation Philosophy and Objectives

Pay for Performance

Our philosophy in setting compensation policies for executive officers has two fundamental objectives: (1) to attract and retain a highly skilled team of executives and (2) to align our executives’ interests with those of our shareholders by rewarding short-term and long-term performance and tying compensation to increases in shareholder value. The Remuneration Committee believes that executive compensation should be directly linked both to continuous improvements in corporate performance (“pay for performance”) and accomplishments that

 

22


Table of Contents

are expected to increase shareholder value. In furtherance of this goal, the Remuneration Committee has adhered to the following guidelines as a foundation for decisions that affect the levels of compensation:

 

    provide a competitive total compensation package that enables the Company to attract and retain highly qualified executives with the skills and experience required for the achievement of business goals;

 

    align compensation elements with the Company’s annual goals and long-term business strategies and objectives;

 

    promote the achievement of key strategic and financial performance measures by linking short-term and long-term cash and equity incentives to the achievement of measurable corporate and individual performance goals; and

 

    align executives’ incentives with the creation of shareholder value.

The Remuneration Committee has historically compensated executive officers with three primary compensation components: base salary, annual and short-term incentive bonuses, and long-term equity-based compensation. The Remuneration Committee believes that cash compensation in the form of base salary and incentive bonuses provides our executives with short-term rewards for success in operations, and that long-term compensation through the grant of equity awards aligns the objectives of management with those of our shareholders with respect to long-term performance and success.

CEO Performance and Compensation

Our Remuneration Committee believes that it is especially important to set compensation for our Chief Executive Officer in a manner that address the two fundamental objectives described above.

John F. Thero has served as our President and Chief Executive Officer since January 2014. Before that, he served as our President and Chief Financial Officer since November 2010 and before that as our Chief Financial Officer since November 2009. Mr. Thero has over 25 years of executive level experience and, in the view of the Remuneration Committee, a strong record of accomplishment before and during his tenure at the Company.

Mr. Thero became Chief Executive Officer in 2014 to stabilize and grow the Company following significant corporate setbacks emanating from a change in position by the FDA regarding requirements for approval of the ANCHOR indication as became evident in an FDA advisory committee meeting in late 2013, which meeting concluded with a vote against a significant proposed label expansion for Vascepa followed by the FDA rescinding the related ANCHOR study special protocol assessment agreement. Since becoming President and Chief Executive Officer, Mr. Thero has played a critical role in selecting, retaining and motivating experienced personnel throughout the Company, repositioning the Company’s commercial strategy and tactics resulting in significant product revenue growth, expanding managed care coverage for Vascepa, entering into multiple strategic transactions, pursuing and achieving multiple remedies through favorable court decisions and achieved the 2017 operating highlights described above.

In 2015, Mr. Thero’s cash compensation lagged considerably behind the targeted 50th percentile of the Company’s peer group set by the Remuneration Committee. Specifically, during 2015, Mr. Thero’s base compensation of $520,000 per year was at approximately the 25th percentile of other CEOs in our peer group. Since 2015, Mr. Thero’s base compensation has been progressively adjusted upwards towards the 50th percentile. Effective February 2017, Mr. Thero’s base compensation was adjusted to $611,800 per year, which was at approximately the 50th percentile of other CEOs in our peer group.

Mr. Thero’s bonus potential is tied to achievement of pre-defined corporate goals for the applicable year, with no consideration given to individual performance goals. For 2017, Mr. Thero’s target bonus potential, which was 75% of his base compensation and at the 50th percentile for other CEOs in our peer group, was tied to achievement of meaningful and challenging corporate goals established at the start of the year.

 

23


Table of Contents

The Remuneration Committee believes that Mr. Thero’s cash compensation is strongly aligned with corporate performance and the interests of our shareholders. Our Remuneration Committee has an established practice of paying no or partial incentive cash bonuses when the pre-defined corporate goals are not achieved or achieved only in part. For example, for 2013, Mr. Thero was awarded no cash bonus following the failure of the FDA to approve the ANCHOR indication, a key corporate goal for that year, and in 2015 and 2014, Mr. Thero was awarded 98% and 75% of his bonus target, respectively, based on only partial achievement of the pre-defined corporate goals for those years. Conversely, when pre-defined corporate goals are achieved in whole, or when pre-defined “stretch” goals are achieved, incentive cash bonuses are paid commensurate with the level of achievement in that year. For example, in 2017 and 2016, both years in which corporate achievement was especially strong, including the achievement of pre-defined corporate goals and pre-defined stretch goals, Mr. Thero was awarded 117% and 122% of his bonus target, respectively.

Moreover, a substantial portion of Mr. Thero’s compensation is in the form of equity incentive awards, which the Remuneration Committee believes further aligns Mr. Thero’s interests with those of our shareholders. The equity incentive awards are made in the form of stock options and restricted stock units, all subject to vesting requirements, that target the 50th of the Company’s peer group. These equity incentive awards are subject to both time-based and performance-based vesting criteria.

Time-based stock options generally vest over a four-year period. Performance-based stock options generally vest only if certain pre-defined performance criteria are achieved (e.g., commercial, clinical or regulatory milestones), plus an additional time-based vesting schedule if and only if those performance milestones are achieved. The stock options realize value only if our stock price increases after the date of grant. Time-based restricted stock units generally vest over a three- or four-year period. Performance-based restricted stock units generally vest only if certain pre-defined performance criteria are achieved (e.g., commercial, clinical or regulatory milestones). Certain of the performance-based restricted stock units also include an additional time-based vesting schedule if and only if those performance milestones are achieved. The restricted stock units realize more value the better our stock price performs.

As noted in the graph below, approximately 66% of Mr. Thero’s 2017 total compensation as reported in the Summary Compensation Table below relates to stock options and restricted stock units and 16% of his total target compensation is performance-based, in either the form of equity awards or incentive bonus:

 

LOGO

In light of the Company’s performance since Mr. Thero became CEO in January 2014, the Company’s stock price performance during his tenure as CEO, including each of the past one, two and three year periods and his compensation during that same time periods, the Remuneration Committee believes that the amount and nature of Mr. Thero’s compensation in 2017 and 2018 are strongly aligned with corporate performance and the interests of our shareholders.

 

24


Table of Contents

Roles in Determining Compensation

Remuneration Committee

The Remuneration Committee, together with the Board, determines the framework for the compensation of the Company’s executive officers. The Remuneration Committee also determines the corporate and individual performance goals under the Company’s management incentive plan and achievement of these goals, and determines the policy for and scope of service agreements for the executive officers and contractual severance payments. While the Remuneration Committee draws on a number of resources, including input from the Chief Executive Officer and independent compensation consultants, to make decisions regarding the Company’s executive compensation program, ultimate decision-making authority rests with the Remuneration Committee, subject in key cases to ratification by the independent members of the Board. The Remuneration Committee relies upon the judgment of its members in making compensation decisions, after reviewing the performance of the Company and evaluating an executive’s performance during the year against established goals, operational performance, and business responsibilities. In addition, the Remuneration Committee incorporates judgment in the assessment process to respond to and adjust for the evolving business environment.

Risks Related to Compensation Policies and Practices

As part of the Board’s risk oversight role, our Remuneration Committee reviews and evaluates the risks associated with our compensation programs. Our Remuneration Committee has reviewed our compensation policies as generally applicable to our employees and believes that our policies do not encourage excessive and unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on Amarin. In making this determination, our Remuneration Committee considered the following:

 

    the Company’s use of different types of compensation vehicles to provide a balance of long- and short-term incentives with fixed and variable components;

 

    the granting of equity-based awards with time-based vesting and performance-based vesting, both of which encourage participants to work towards long-term appreciation in equity values;

 

    the Company’s annual bonus determinations for each employee and vesting of performance-based equity awards being tied to achievement of Company goals, which goals promote long-term value; and

 

    the Company’s system of internal control over financial reporting and code of conduct and ethics, which among other things, reduce the likelihood of manipulation of the Company’s financial performance to enhance payments under any of its incentive plans.

Compensation Consultant

The Remuneration Committee retains the services of Radford, an Aon company, as independent external compensation consultants. The mandate of the consultants includes assisting the Remuneration Committee in its review of executive and director compensation practices, including the competitiveness of pay levels, executive compensation design, and benchmarking with the Company’s peers in the industry. The Remuneration Committee regularly evaluates the performance of its compensation consultants, considers alternative compensation consultants, and has the final authority to engage and terminate such services.

The Remuneration Committee has assessed the independence of Radford pursuant to SEC rules and concluded that no conflict of interest exists that would prevent Radford from serving as an independent consultant to the Remuneration Committee.

Chief Executive Officer

Our Chief Executive Officer attends Remuneration Committee meetings and works with the Remuneration Committee Chairman and its compensation consultants to develop compensation recommendations for executive

 

25


Table of Contents

officers (excluding the Chief Executive Officer) and other key executives, based upon individual experience and breadth of knowledge, internal considerations, individual performance during the fiscal year, and other factors deemed relevant by the Remuneration Committee. The recommendations are then submitted to the Remuneration Committee for review and consideration. The Remuneration Committee works directly with its compensation consultants to determine compensation actions for the Chief Executive Officer. In accordance with NASDAQ listing rules, our Chief Executive Officer is not present during voting or deliberations concerning his own compensation.

Say-on-Pay

Annually, at our general meeting of shareholders, we hold a non-binding advisory vote regarding the compensation of our named executive officers, which we refer to as say-on-pay. The Remuneration Committee has considered and will continue to consider the outcome of such say-on-pay votes, including the percentage of votes cast in favor and against the say-on-pay proposal, when making future compensation decisions for our named executive officers. The Remuneration Committee believes that the most relevant period of time to assess the performance of the Company’s Chief Executive Officer is the period over which he has held this position, which commenced in January 2014, during which period of time the Company’s stock price significantly outperformed both its peer group and the NASDAQ Biotechnology Index as a whole. The Remuneration Committee also relies on advice from its compensation consultant, its evaluation of Company performance against pre-defined corporate goals, its understanding of the challenges facing the Company and its observations of executive officer performance to determine executive officer compensation.

At our last annual general meeting of shareholders in May 2017, the non-binding advisory vote of shareholders supported the compensation of our named executive officers as reported in our 2017 proxy statement by 83.4% of the votes cast at the meeting. These votes for and against the say-on-pay proposal, together with available feedback from investors, have been and will continue to be considered by the Remuneration Committee in connection with the evaluation of executive compensation.

Shareholder Outreach Program

We make a point of annually engaging with our shareholders to solicit feedback on our executive compensation program. During 2017, we met with many of our institutional shareholders to obtain their feedback and views on matters relating to our company, including our executive compensation program. Based on this feedback, we expect we will rely more heavily on performance-based equity compensation in future periods. For example, in 2017 and early 2018, executive officers of the company were granted performance-based restricted stock units which are earned only if the Company’s REDUCE-IT cardiovascular outcomes study is deemed to be successful and product revenues reach pre-defined annual milestone levels ranging from $300 million to $500 million and then vest only if the recipient remains with the company for an extended period of time and upon, subject to acceleration in the event of a change in control transaction. With these changes, we believe that our shareholders generally approve of and continue to support our core compensation principles and our executive compensation program.

Competitive Market Benchmarking

The Remuneration Committee draws on a number of resources to assist in the evaluation of the various components of the Company’s executive compensation program. While we do not establish compensation levels based solely on benchmarking, pay practices at other companies are a factor that the Remuneration Committee considers in assessing the reasonableness of compensation and ensuring that our compensation practices are competitive in the marketplace.

Our peer companies used in determining compensation actions with respect to 2017 fiscal year compensation were selected by the Remuneration Committee with the support of Radford, which beginning in 2011 has been retained to conduct comprehensive reviews of the Company’s executive compensation practices.

 

26


Table of Contents

Our peer companies for 2017 compensation evaluation were selected prior to the start of 2017 in consultation with Radford on the basis of their similarity to us in terms of competition for talent, their status as a commercial or near-commercial stage company, revenue level and other financial attributes, phase of products in development, research and development expenditures, employee number, and market capitalization. Radford also qualitatively evaluated each company based on business focus and corporate strategy.

The Remuneration Committee considered the foregoing analysis in selecting the following 18 publicly-traded peer companies for use in evaluating compensation actions in the 2017 fiscal year:

 

AMAG Pharmaceuticals*   Elexis*   Repligen*
Amicus Therapeutics   Halozyme Therapeutics   SciClone Pharmaceuticals
Arena Pharmaceuticals*   ImmunoGen*   Spectrum Pharmaceuticals*
Ariad Pharmaceuticals   Lexicon Pharmaceuticals   Sucampo Pharmaceuticals
Corcept Therapeutics   Merrimack Pharmaceuticals   Supernus Pharmaceuticals
Depomed   Pacira Pharmaceuticals   Vanda Pharmaceuticals

 

* Included in prior-year peer group.

In addition to the peer group above, the Remuneration Committee also reviews competitive compensation data from the Radford Global Life Sciences Compensation Survey. For 2017 compensation decisions, the Radford survey group included 52 publicly traded biotechnology and pharmaceutical companies with between 20 and 600 employees, revenue between $20 million and $600 million and market value between $200 million and $2.0 billion. Fourteen companies in our named peer group participated in this market survey. For benchmarking purposes, Radford then developed a competitive market composite of which 50% is based on proxy data from the named peer group and 50% is based on a market survey composite. Radford then assessed Amarin’s 2017 compensation against market pay elements such as base salary, target short-term incentives as a percentage of base salary, target total cash compensation, long-term incentives and target total direct compensation. Additionally, Amarin’s incumbent officers were matched to benchmark positions according to each officer’s primary responsibilities.

The Remuneration Committee reviews the Company’s list of peer companies periodically to reflect changes in market capitalization, developments at the Company relative to its peer companies, and other factors.

For purposes of compensation for 2018, the Remuneration Committee, with the advice of Radford, examined our 2017 peer group in light of our continued growth throughout 2017, the stage of our commercialization efforts, changes in our market capitalization, and changes in the size and status of comparative companies. With reference to these and other key business metrics, the Remuneration Committee used the following 18 companies as our 2018 peer group in evaluating compensation actions for 2018:

 

Acorda Therapeutics   Eagle Pharmaceuticals   Repligen Corporation*
AMAG Pharmaceuticals*   Halozyme Therapeutics*   SciClone Pharmaceuticals*
Amicus Therapeutics*   ImmunoGen*   Spectrum Pharmaceuticals*
Arena Pharmaceuticals*   Lexicon Pharmaceuticals*   Sucampo Pharmaceuticals*
Corcept Therapeutics*   Pacira Pharmaceuticals*   Supernus Pharmaceuticals*
Depomed*   Momenta Pharmaceuticals   Vanda Pharmaceuticals*

 

* Included in prior-year peer group.

Implementation of Objectives

In fiscal 2017, our executive compensation program consisted of the following forms of compensation, each of which are described below in greater detail:

 

    Base Salary

 

27


Table of Contents
    Annual Incentive Bonus

 

    Special Incentive Bonus Program

 

    Equity Compensation (subject to time and/or performance vesting)

 

    Employee Benefit Programs

In general, our Remuneration Committee aims to set executives’ total cash compensation (base salary plus target bonus) at levels near the 50th percentile for executives with similar roles in the Company’s peer group. Long-term incentive awards include stock options and restricted stock units and the value of such awards is generally targeted at the 50th percentile of our peer group.

Base Salary

Overview

Our Remuneration Committee aims to set executives’ base salaries, in the aggregate, at levels near the 50th percentile of salaries of executives with similar roles at the Company’s peer group. The Remuneration Committee believes it is important to provide adequate fixed compensation to our executive officers working in a highly volatile and competitive industry. Our Remuneration Committee believes that the 50th percentile for base salaries is the minimum cash compensation level that will allow us to attract and retain highly skilled executives. The Remuneration Committee’s choice of this target percentile reflects consideration of our shareholders’ interests in paying what is necessary to attract and retain qualified executives and achieve our corporate goals, while conserving cash and equity as much as practicable. We believe that, given the industry in which we operate and our compensation philosophy and objectives, base salaries at the 50th percentile are generally sufficient to retain our current executives and to hire new executives when and as required. In determining appropriate base salary levels for a given executive officer, the Remuneration Committee also considers the following factors:

 

    individual performance of the executive, as well as overall performance of the Company, during the prior year;

 

    level of responsibility, including breadth, scope and complexity of the position;

 

    level of experience and expertise of the executive;

 

    internal review of the executive’s compensation relative to other executives to ensure internal equity; and

 

    executive officer compensation levels at other similar companies to ensure competitiveness.

Salaries for executive officers are determined on an individual basis at the time of hire and are set to be competitive with peer companies in our industry. Adjustments to base salary are considered annually in light of each executive officer’s individual performance, the Company’s performance and compensation levels at peer companies in our industry, as well as changes in job responsibilities or promotion. The Chief Executive Officer assists the Remuneration Committee in its annual review of the base salaries of other executive officers based on the foregoing criteria.

Changes in Base Salaries for Fiscal 2017

In October 2016, the Remuneration Committee approved for 2017 an average salary increase of 3.5% for all employees other than those executive officers identified below, each of whom received individually targeted salary increases. These increases were determined to take into consideration the rate of inflation and to approximate the estimated rate of compensation increase in the Company’s peer group.

 

28


Table of Contents

In the case of Mr. Thero, a salary of $611,800, effective February 1, 2017, was approved. This base salary was targeted at the 50th percentile for CEOs within our peer group. In the case of Mr. Kennedy, a salary of $448,800, effective February 1, 2017, was approved. This base salary was higher than the 50th percentile for officers of similar position within our peer group; this determination was made in light of the Remuneration Committee’s recognition of Mr. Kennedy’s extensive experience and significant contributions to the Company during his tenure with the Company, in particular in connection with our ongoing regulatory efforts, several litigation matters and continued advancement of the Company’s intellectual property estate. In the case of Dr. Ketchum, a salary of $448,800, effective February 1, 2017, was approved. This base salary was higher than the 50th percentile for officers of similar position within our peer group; this determination was made in light of the Remuneration Committee’s recognition of Dr. Ketchum’s extensive experience and significant contributions to the Company during his tenure with the Company, in particular in connection with our ongoing regulatory efforts and continued advancement of the Company’s REDUCE-IT cardiovascular outcomes trial, the scope of which is larger than advanced by most peer sized companies. In the case of Mr. Salyer, his salary was set at $455,000 when he joined the Company in September 2017. This base salary was targeted at approximately the 50th percentile for Chief Commercial Officers within our peer group. In the case of Mr. Kalb, a salary of $412,000, effective February 1, 2017, was approved. This base salary was targeted at approximately the 50th percentile for CFOs within our peer group.

Cash Incentive Awards

The Company also provides executive officers with the opportunity to earn annual performance-based cash bonuses, which are specifically designed to reward executives for overall corporate performance as well as individual performance in a given year.

The Board has adopted a Management Incentive Compensation Plan (“MICP”), under which the Remuneration Committee each year determines and approves corporate and individual performance goals and achievement of these goals for purposes of determining annual performance-based cash bonuses. The MICP is intended to provide structure and predictability regarding the determination of performance-based cash bonuses. Specifically, the MICP is intended to:

 

  (i) increase management focus on realistic goals intended to create value for shareholders;

 

  (ii) encourage management to work as a team to achieve the Company’s goals;

 

  (iii) encourage individuals to realize goals that are meaningful to the Company;

 

  (iv) provide incentives for management to strive for achievement above and beyond the Company goals; and

 

  (v) help attract and retain high quality senior management personnel.

The MICP provides that the bonus potential for our executive officers will be established on an annual basis by the Remuneration Committee. Under the MICP, the actual amount of the bonus paid is calculated on a formulaic basis based upon achievement of pre-determined performance goals. In order to be eligible to receive a bonus, the Company must have achieved at least a specified percentage of the corporate goals for that year. The corporate goals and the relative weighting of the corporate and individual performance goals, as well as the relative weighting for each individual of individual performance goals, are established by the Remuneration Committee on an annual basis, shortly after our Board approves our annual operating plan. The Remuneration Committee has determined it appropriate to have our Chief Executive Officer’s goals match our corporate goals and for no portion of his annual incentive bonus to be determined based on individual performance goals. For all other executive officers, individual goals are determined on an annual basis by the Remuneration Committee based on their areas of functional responsibility.

 

29


Table of Contents

Under the MICP, the Remuneration Committee reserves the right to make subjective assessments of executive performance and to separately reward performance beyond established individual or corporate goals and targets, and to award a smaller or larger bonus than provided for in the MICP, or to award no bonus.

For fiscal 2017, the bonus potential for our management employees as a percentage of base salary ranged from 75% for our President and CEO, 45% for our Executive Vice President, 40% for our Senior Vice Presidents, 30% for our Vice Presidents, and 15% for our Directors/Managers. All of the bonus potential for our President and CEO was tied to the 2017 corporate goals.

Fiscal 2017 Annual Bonus Incentive

Upon completion of fiscal 2017, the Remuneration Committee assessed the Company and our executive officer’s overall performance against the achievement of corporate and individual performance goals established in 2017.

Set forth below are the corporate goals that were approved by the Remuneration Committee in assessing overall performance for the 2017 fiscal year, as well as the relative weighting of these goals and the Remuneration Committee’s determination of achievement for each goal.

2017 Corporate Goals

Commercial (40%): These goals established target performance for the Company regarding the commercialization of Vascepa for the FDA-approved MARINE indication. The specific goals were as follows:

 

    Revenues: Achieve net revenue target of $170.0 million

 

    Compliance: Favorable outside audit report regarding compliance program and no lost claim due to untruthful or misleading statements to healthcare professionals

 

    Post REDUCE-IT Readiness: Complete sales territory and targets analysis plan; complete market research regarding MARINE indication

REDUCE-IT (40%): These goals established target performance for the Company regarding the REDUCE-IT cardiovascular outcomes trial. The specific goals were as follows:

 

    Interim Analysis Plan: Perform all required procedures anticipating adjudication of targeted number of primary events by target date*

 

    Patient Study Drug Compliance: Maintain target compliance rates of protocol-specified capsule consumption*

 

    Patient Retention in Study: Achieve target patient retention rates in study and achieve target reduction in number of patients with no visit or vita status confirmation*

 

    KOL Education / Support: Form an advisory board and national / regional key opinion leader (“KOL”) groups, create engagement plans for each KOL, create relationship management tools, and conduct periodic review with emphasis on measurable progress*

Quality & Supply (10%): These goals established target performance for the Company regarding the commercial supply. The specific goals were as follows:

 

    Quality: Ensure uninterrupted supply of commercial material based on supply chain schedule

 

    Supply: Purchase inventory needed for operating plan (plus safety stock) at an average price consistent with operating plan*

 

30


Table of Contents

Financial and Public Relations / Investor Relations (10%): These goals established target performance for the Company regarding the operational finance performance and with respect to public and investor relations matters. The specific goals were as follows:

 

    Cash Outflow from Operations: Ensure gross cash outflow is not greater than operating plan*

 

    Cash Flow Positive from Operations (excluding R&D, interest and royalty costs): Achieve for full year 2017

 

    Stock price: Exceed peer group performance

Pre-Specified “Stretch” Goals: The specific goals were as follows:

 

    Exceed net revenue target per 2017 Operating Plan ($170 million): Zero for < 5% above net revenue target; 10% for 5% or more above net revenue target increasing ratably to 100% maximum for achievement of 50% above net revenue target

 

    REDUCE-IT stopped early for overwhelming success: 50%

 

* The above-described metrics tied to the 2017 Operating Plan include highly sensitive data including cash flows, expense targets and clinical trials. We do not disclose the specific target levels for these metrics because we believe that such disclosure would result in competitive harm to our company. We purposely set these target levels at aggressive levels. Revealing these metrics, including the reasoning for setting targets at specific levels, could potentially reveal insights about our commercialization plans and research and other objectives that our competitors could use against us in the marketplace for similar pharmaceutical products. We believe each of these target levels were designed to be challenging but attainable under assumed conditions if we had what we considered to be a successful year.

In reviewing the Company’s performance against the pre-specified corporate goals set by the Remuneration Committee as described above, the Remuneration Committee determined the goals were achieved as follows: (i) that each of the commercial goals was achieved at the 100% level, resulting in a weighted score of 40% for this component of the corporate goals; (ii) that each of the REDUCE-IT goals was achieved at the 100% level, resulting in a combined weighted score of 40% for this component of the corporate goals; (iii) that each of the quality and supply goals was achieved at the 100% level, resulting in a combined weighted score of 10% for this component of the corporate goals; and (iv) that each of the financial and public relations/investor relations goals was achieved at the 100% level, resulting in a combined weighted score of 10% for this component of the corporate goals. In total, the Remuneration Committee determined that these pre-defined corporate goals were achieved at the 100% level. In addition, the Remuneration Committee determined that the pre-defined net revenue stretch goal was achieved at the 12% level (actual revenue of $179.8 million was 105.8% above plan) and that the REDUCE-IT early termination stretch goal was not achieved, resulting in a total score of 12% for the stretch goals and 112% cumulative achievement of the pre-defined corporate and stretch goals.

In addition, the Remuneration Committee exercised its discretion, as contemplated by the MICP, to award an additional 5% to each named executive officer in recognition of exceptional performance during 2017, in particular significant reductions in cash burn, restructuring of outstanding debt, favorable amendments to our co-marketing agreement with Kowa, consummation of a distribution agreement for the Canadian market, favorable ruling in the securities class action litigation, favorable regulatory activity regarding dietary supplements, and hiring an experienced Chief Commercial Officer.

Individual Performance-Based Cash Bonus Awards

John F. Thero, President and Chief Executive Officer (principal executive officer)

The Remuneration Committee calculated Mr. Thero’s 2017 MICP bonus to be $540,000. The cash bonus award was based entirely on the Company’s achievement of the corporate goals as described above (112% level), plus an additional 5% as awarded by the Remuneration Committee for exceptional performance in 2017 as described above.

 

31


Table of Contents

Joseph T. Kennedy, Executive Vice President, General Counsel and Strategic Initiatives, Secretary

For Mr. Kennedy, individual performance goals for fiscal 2017 were focused on the areas outlined below:

Litigation: 25%

 

  a) ANDA litigation: Manage legal resources to support progression of the ANDA litigation

 

  b) Class action suit: Manage and secure dismissal or settlement

 

  c) IP litigation: Aggressively assert Amarin patents

Supplement Issues: 25%

 

  a) Achieve or take further legal steps to help distinguish Vascepa from dietary supplements

SEC Compliance/Investor Relations: 10%

 

  a) Statutory: Ensure timely filing of SEC filings and compliance of public disclosures with applicable law

 

  b) IR: Provide timely and constructive advice on investor relations issues while helping to ensure accurate disclosures consistent with industry practice

General Corporate: 10%

 

  a) Operational support: Ensure timely value-adding legal advice to support all Company functions, including regulatory, managed care, sales and marketing, manufacturing, human resources and general corporate matters, the effectiveness of which will be judged by the CEO and Board

 

  b) Minutes: Timely completion of committee minutes attended, conduct orderly annual meeting

 

  c) Documentation: Oversee legal systems to help manage risks affecting the company and ensure access to key information as needed, including disaster recovery, document control and long-term staff turnover considerations

Pharmaceutical Industry Compliance: 20%

 

  a) Oversight: Oversee comprehensive corporate compliance program, including policies, training, monitoring and auditing of pharma compliance related functions to prevent/mitigate negative surprises

 

  b) Reporting: Oversee Sunshine Act compliance reporting system and make reports when due

 

  c) Industry: Stay abreast of developments on First Amendment issues and advise company on pharmaceutical industry compliance matters consistent with First Amendment settlement

 

  d) REDUCE-IT: Work with marketing to prepare campaign for REDUCE-IT success

Intellectual Property: 10%

 

  a) Patents: Obtain and defend robust patent coverage for Company products consistent with Company plan

Under the Company’s MICP, 75% of Mr. Kennedy’s bonus for 2017 was based on achievement of the corporate goals (in proportion to the extent such goals were achieved) and 25% of his bonus was based on achievement of his individual goals (in proportion to the extent such goals were achieved).

 

32


Table of Contents

The Remuneration Committee approved the achievement of 2017 corporate goals at the 112% level as described above. In reviewing the above-described individual performance goals, the Remuneration Committee determined that Mr. Kennedy had fully achieved all of his individual goals (100%).

The Remuneration Committee thus calculated Mr. Kennedy’s 2017 MICP bonus to be $231,143, or 114% of his target bonus amount. The calculation was based on 75% weight given to the 112% achievement of 2017 corporate goals and 25% weight given to the 100% achievement of Mr. Kennedy’s individual goals, plus an additional 5% as awarded by the Remuneration Committee for exceptional performance in 2017 as described above.

Steven B. Ketchum, Ph.D., President of Research and Development, Senior Vice President, Chief Scientific Officer

For Dr. Ketchum, individual performance goals for fiscal 2017 were focused on the areas outlined below:

REDUCE-IT: 70%

 

  a) Second interim analysis: Perform all required procedures to support adjudication and data monitoring committee (“DMC”) review in 2H 17 of approximately 80% of primary events

 

  b) Endpoint adjudication: Achieve target median time from event onset to adjudication date for all events and update clinical endpoint committee charter and submit to FDA for review and concurrence

 

  c) Data quality: Prior to second interim look by DMC, sufficiently resolve data queries

 

  d) Patient study drug compliance: Ensure patients are generally compliant with four (4) caps/day dosing

 

  e) Patient Retention in Study: Achieve target for patients remaining active in the study as of the end of 2017

Additional Clinical & Non-Clinical Initiatives: 15%

 

  a) Mechanistic non-clinical and clinical initiatives: Complete planned mechanistic studies refine plans for REDUCE-IT banked samples testing

 

  b) Clinical supplies: Ensure uninterrupted trial materials for REDUCE-IT and other approved studies

Regulatory & Quality Control: 15%

 

  a) China partnership: Support clinical trial application approval and initiation of registration clinical trial(s)

 

  b) Other Ex-US partnership: Support registration activities in Middle East and North Africa territories, achieving approval in at least one country; provide due diligence support for any new partnership(s)

 

  c) REDUCE-IT audits: Complete clinical site audits, with prompt remediation of any relevant issues

 

  d) REDUCE-IT sNDA format and content: Engage FDA in dialogue on review needs for clinical data and integrated summaries of safety and efficacy

 

  e) Safety compliance: Submit all post-marketing, REDUCE-IT, and other reports in compliance with strategic operating plans

Under the Company’s MICP, 75% of Dr. Ketchum’s bonus for 2017 was based on achievement of the corporate goals (in proportion to the extent such goals were achieved) and 25% of his bonus was based on achievement of his individual goals (in proportion to the extent such goals were achieved).

 

33


Table of Contents

The Remuneration Committee approved the achievement of 2017 corporate goals based at the 112% level as described above. In reviewing the above-described individual performance goals, the Remuneration Committee concluded that Dr. Ketchum had achieved the individual performance goals at the 97% level (reflecting partial achievement of the REDUCE-IT (part b) and Additional Clinical & Non-Clinical (part a) goals).

The Remuneration Committee calculated Dr. Ketchum’s 2017 MICP bonus to be $204,047, or 114% of his target bonus amount. The calculation was based on 75% weight given to the 112% achievement of 2017 corporate goals and 25% weight given to the 97% achievement of Dr. Ketchum’s individual goals, plus an additional 5% as awarded by the Remuneration Committee for exceptional performance in 2017 as described above.

Michael W. Kalb, Senior Vice President and Chief Financial Officer, Assistant Secretary (principal financial officer and principal accounting officer)

For Mr. Kalb, individual performance goals for fiscal 2017 were focused on the areas outlined below as:

Financial Reporting & Budgeting: 40%

 

  a) Manage cash balance and net operating cash flow such that it is equal to or greater than plan

 

  b) Timely completion and filing of all required SEC and foreign statutory filings

 

  c) Timely file all domestic and international tax returns

 

  d) Maintain tax compliance and professional fees for routine items

 

  e) Shorten quarterly close process

 

  f) Assume lead role in preparation of Board of Directors meeting presentations

Internal Controls: 15%

 

  a) Ensure no material control weaknesses from 2017 compliance testing or from 2016 compliance testing completed in 2017

Strategic & Tax Matters, including Preparation for REDUCE-IT Read-out: 15%

 

  a) Structuring: Work with legal in continuing initiatives to ensure adherence to Company structure; engage external advisors to assess recent rule changes and potential impact; prepare assessment and suggestions to further strengthen structure

 

  b) Compliance: Work with tax advisors to comply with all IRS, and other taxing authorities, requests for information

 

  c) Tax: Complete assessment of global tax position for Amarin Corporation plc and subsidiaries considering potential changes in U.S. corporate tax law

Commercial & Business Development Support: 10%

 

  a) Support commercial operations, including pricing & contracts review and negotiation and decision-making regarding managed care and marketing to achieve gross margin levels as per plan

 

  b) Support diligence, fund raising efforts and other strategic initiatives as needed including, subject to Board approval, restructuring or refinancing the debt

 

34


Table of Contents

Investor Relations: 20%

 

  a) Create and implement new corporate website, including improved navigation, more attractive appearance and better content

 

  b) Create plan for use of social media and, subject to approval, implement plan

 

  c) Amarin share price to outperformance peer group through professional communication, including roadshows or investor meetings

Under the Company’s MICP, 75% of Mr. Kalb’s bonus for 2017 was based on achievement of the corporate goals (in proportion to the extent such goals were achieved) and 25% of his bonus was based on achievement of his individual goals (in proportion to the extent such goals were achieved).

The Remuneration Committee approved the achievement of 2017 corporate goals based at the 112% level as described above. In reviewing the above-described individual performance goals, the Remuneration Committee concluded that Mr. Kalb had achieved 96% of his individual goals (reflecting partial achievement of the Financial Reporting & Budgeting (part f) goal).

The Remuneration Committee calculated Mr. Kalb’s 2017 MICP bonus to be $186,883, or 114% of his target bonus amount. The calculation was based on 75% weight given to the 112% achievement of 2017 corporate goals and 25% weight given to the 96% achievement of Mr. Kalb’s individual goals, plus an additional 5% as awarded by the Remuneration Committee for exceptional performance in 2017 as described above.

Mark W. Salyer, Senior Vice President and Chief Commercial Officer

Mr. Salyer joined the Company in September 2017. Pursuant to the terms of his employment agreement, Mr. Salyer was paid a $60,000 sign-on bonus in October 2017 and a cash incentive bonus of $68,250 for 2017 performance. In future periods, incentive bonus payments will be subject to the satisfaction of pre-defined corporate and individual goals under the MICP, consistent with the other executive officers.

Special Incentive Bonus Programs

From time to time, the Remuneration Committee establishes special bonus programs to incentivize individual performance toward goals that are judged by the Remuneration Committee as important for corporate progress, very difficult to achieve, and of significant shareholder value if achieved.

In January 2016, the Remuneration Committee approved and implemented a special long-term incentive bonus program for Mr. Kennedy. This program was amended in May 2017. Under this program, as amended, Mr. Kennedy is eligible to receive a one-time, cash bonus payment in the amount of (i) $100,000 upon the achievement of a pre-specified goal tied to progress on an initiative related to activities affecting the competitive positioning of Vascepa and (ii) $200,000 upon the completion of such initiative, in each case, on or before December 31, 2019. Mr. Kennedy must be continuously employed by the Company through the payment date in order to be eligible to receive the special bonus payment, provided that if he is terminated by the Company without cause prior to the achievement of any such milestone or any such payment date he shall also remain eligible to receive such payment. In December 2017, the Remuneration Committee awarded Mr. Kennedy a $100,000 bonus under this program in recognition of certain regulatory actions initiated by the FDA relative to medical foods, dietary supplements and synthetic omega 3s.

Equity Compensation

Overview

Stock Options and Restricted Stock Units. As an additional component of our compensation program, executive officers are eligible to receive equity compensation, which have historically been in the form of stock

 

35


Table of Contents

options and restricted stock units. The Remuneration Committee grants stock options and restricted stock units to executive officers to aid in their retention, to motivate them to assist with the achievement of both near-term and long-term corporate objectives and to align their interests with those of our shareholders by creating a return tied to the performance of our stock price. In determining the form, date of issuance and value of a grant, the Remuneration Committee considers the contributions and responsibilities of each executive officer, appropriate incentives for the achievement of our long-term growth, the size and value of grants made to other executives at peer companies holding comparable positions, individual achievement of designated performance goals, and the Company’s overall performance relative to corporate objectives.

We believe that equity awards, through stock options and restricted stock units, align the objectives of management with those of our shareholders with respect to long-term performance and success. We believe that equity awards serve as useful performance-recognition mechanisms with respect to key employees, as most awards are subject to time-based vesting provisions. Stock options are typically awarded to executive officers upon their hiring. We believe that such equity awards encourage executive officers to remain with the Company and also focus on our long-term performance as well as the achievement of specific performance goals.

Equity Award Grant Policy. We have an equity award grant policy that formalizes our process for granting equity-based awards to officers and employees. Under our equity award grant policy, all grants to executive officers must be approved by our Board or Remuneration Committee and all grants to other employees must be granted within guidelines approved by our Board or Remuneration Committee. All stock options will have an exercise price equal to the fair market value of our Ordinary Shares, calculated based on our closing market price on the applicable grant date. Under our equity award grant policy, equity awards will generally be granted as follows:

 

    grants made in conjunction with the hiring of a new employee or the promotion of an existing employee will generally be made at meetings of the Remuneration Committee, and effective on the first trading day of the month following the later of (1) the hire date or the promotion date or (2) the date on which such grant is approved; and

 

    grants made to existing employees other than in connection with a promotion will be made, if at all, on an annual basis and generally shall be made effective on the first trading day of the month following the date on which such grant is approved.

Equity Grants Awarded in Fiscal 2017

In considering annual equity awards for our executive officers in 2017, our Remuneration Committee aimed to grant equity at a level generally targeted at the 50th percentile of the Company’s peer group. Equity awards in 2017 were comprised of a mix of time-based stock options (vesting over a four-year period), time-based restricted stock unit awards (vesting over a three-year period) and performance-based restricted stock unit awards (vesting tied to the achievement of pre-defined performance milestones (specifically the achievement of both (i) a successful outcome of the REDUCE-IT study and (ii) pre-defined commercial sales milestones), and subsequent to such achievement, time-based vesting and acceleration in the event of a change-in-control). Equity awards in 2017 were granted with a view towards both retaining and incentivizing our executives in future periods.

The grant date fair values of the equity awards granted to executive officers for the 2017 fiscal year are reflected in the Summary Compensation Table below and the number of shares subject to equity awards granted in 2017 are reflected in the Grants of Plan-Based Awards table below.

With respect to the Black-Scholes option-pricing model required under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 and reflected further below, historical variable assumptions and other variables can cause model prices to be more or less than the actual value of an option when exercised or in an ultimate exit. Actual option value is instead based on stock performance which

 

36


Table of Contents

can vary significantly from these historical variable assumption based valuation estimates. Because the actual value is based on stock performance, the Remuneration Committee believes that the equity awards granted create added and important alignment of management with our other shareholders regarding our long-term growth.

Employee Benefit Programs

Executive officers are eligible to participate in all of our employee benefit plans, including medical, dental, group life, disability and accidental death and dismemberment insurance, in each case on the same basis as other employees, subject to applicable law. We also provide vacation and other paid holidays to all employees, including executive officers, all of which we believe to be comparable to those provided at peer companies. These benefit programs are designed to enable us to attract and retain our workforce in a competitive marketplace. Health, welfare and vacation benefits ensure that we have a productive and focused workforce through reliable and competitive health and other benefits. Our executive officers participate in the same employee benefit plans as other employees in the Company.

Our retirement savings plan (“401(k) Plan”) is a tax-qualified retirement savings plan, pursuant to which all employees, including the named executive officers, are able to contribute certain amounts of their annual compensation, subject to limits prescribed by the Internal Revenue Service, which are eligible for a discretionary percentage match, in cash, as defined in the 401(k) Plan and determined by the Board of Directors. We recognized $0.4 million of related compensation expense for the year ended December 31, 2017.

Tax and Accounting Considerations

Deductibility of Executive Compensation. In making compensation decisions affecting our executive officers, the Remuneration Committee considers our ability to deduct under applicable federal corporate income tax law compensation payments made to executives. Specifically, the Remuneration Committee considers the requirements and impact of Section 162(m) of the Code. With respect to taxable years before January 1, 2018, remuneration in excess of $1 million was exempt from this deduction limit if it qualified as “performance-based compensation” within the meaning of Section 162(m) and was payable pursuant to a binding written agreement in effect on November 2, 2017. Recently-enacted tax legislation, effective for taxable years beginning after December 31, 2017, (1) expands the scope of Section 162(m) such that all named executive officers are “covered employees” and anyone who was a named executive officer in any year after 2016 will remain a covered employees for as long as he or she (or his or her beneficiaries) receive compensation from the Company and (2) eliminates the exception to the deduction limit for commission-based compensation and performance-based compensation except with respect to certain grandfathered arrangements in effect as of November 2, 2017 that are not subsequently materially modified. Accordingly, compensation paid to our named executive officers in excess of $1 million will not be deductible unless it qualifies for the transition relief applicable to certain arrangements in place as of November 2, 2017, as described above.

The Remuneration Committee believes that stockholder interests are best served if the Committee retains maximum flexibility to design executive compensation programs that meet stated business objectives. The Remuneration Committee considers the Section 162(m) rules as a factor in determining compensation, but does not necessarily limit compensation to amounts deductible under Section 162(m).

 

37


Table of Contents

Stock Ownership Guidelines

The Board believes it is important to align the interests of our executive officers with those of its shareholders. To this end, in March 2013, the Board established Stock Ownership Guidelines for its executive officers. The guidelines require that each executive officer maintain an equity interest in the Company with a value at least equal to a multiple of the executive officer’s base salary, as follows:

 

Position

  

Target

Chief Executive Officer

   3x annual base salary

Other Executive Officers

   1x annual base salary

Equity interests that count toward the satisfaction of the ownership guidelines include the value of Ordinary Shares beneficially owned (other than unvested restricted stock) or issuable upon the settlement of vested restricted stock units. The calculation of an individual’s equity interest, however, does not include the value of stock options (whether or not vested), unvested restricted stock, and unvested restricted stock units, except unvested deferred stock units. Executive officers have five years from the date of the policy adoption in March 2013 or later commencement of their appointment as an executive officer to attain these ownership levels. If an executive officer does not meet the applicable guideline by the end of the five-year period, the officer is required to hold a minimum of 50% to 100% of the shares resulting from any future equity awards until the applicable guideline is met, net of shares sold or withheld to exercise stock options and pay withholding taxes. The Remuneration Committee, however, may make exceptions for any officer on whom this requirement could impose a financial hardship.

As of the date of this Proxy Statement, all of the Company’s named executive officers have satisfied these ownership guidelines, or have time to do so, other than Mr. Kennedy who owns or holds the right to acquire in excess of 3.4 million ordinary shares of the Company (in the form of Ordinary Shares, stock options and restricted stock units which options and restricted stock units are not included toward satisfaction of the ownership guidelines).

Additionally, we have instituted Stock Ownership Guidelines for our non-employee directors. For information regarding these guidelines, see the section entitled “Director Compensation—Non-Employee Director Compensation.

Clawback

As of the date of this Proxy Statement, we do not have a formal compensation recovery policy, often referred to as a “clawback” policy, which would typically provide that the officers or directors subject to the policy must reimburse the Company for any bonus or other incentive-based or equity-based compensation improperly received. The Remuneration Committee intends to adopt a formal clawback policy once the final rules relating to such policies are issued pursuant to the Dodd-Frank Act. The Company has not had an accounting restatement.

 

38


Table of Contents

REMUNERATION COMMITTEE REPORT

The information contained in this report shall not be deemed to be (1) “soliciting material,” (2) “filed” with the SEC, (3) subject to Regulations 14A or 14C of the Exchange Act, or (4) subject to the liabilities of Section 18 of the Exchange Act. This report shall not be deemed incorporated by reference into any of our other filings under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that the Company specifically incorporates it by reference into such filing.

The Remuneration Committee of the Board of Directors has reviewed and discussed the Executive Compensation Discussion and Analysis contained in this Proxy Statement with management. Based on such review and discussion, we have recommended to the Board of Directors that the Executive Compensation Discussion and Analysis be included in this Proxy Statement for the fiscal year ended December 31, 2017.

Submitted by the Remuneration Committee of the Board of Directors

David Stack (Chairman)

Jan van Heek

Kristine Peterson

 

39


Table of Contents

2017 Summary Compensation Table

The following table sets forth information concerning the compensation of the named executive officers for the fiscal years ended December 31, 2017, 2016 and 2015.

 

Name and

Principal Position

  Fiscal
Year
    Salary ($)     Bonus ($)(1)     Stock
Awards ($)(2)
    Option
Awards ($)(3)
    Non-Equity
Incentive Plan
Compensation ($)(4)
    Total ($)  

John F. Thero

    2017       609,175       26,088       1,098,540       1,160,461       513,912       3,408,176  

President and

Chief Executive

Officer

    2016       575,275       —         504,000       561,689       530,974       2,171,938  
    2015       518,333       6,760       8,621,850       2,995,049       631,240       12,773,232  
             

Joseph T. Kennedy

    2017       447,533       11,007       330,480       348,138       320,136       1,457,294  

Executive Vice President,

General Counsel and

Strategic Initiatives,

Secretary

    2016       432,542       12,685       112,000       127,656       227,315       912,198  
    2015       419,554       53,436     3,321,469       1,796,046       486,564       6,077,069  
             
             

Steven B. Ketchum, Ph.D.

    2017       447,533       9,717       266,220       280,621       194,330       1,198,421  

President of Research and Development, Senior Vice President and Chief Scientific Officer

    2016       432,542       —         112,000       127,656       199,022       871,220  
    2015       419,554       18,940     1,183,969       1,604,732       311,626       3,538,821  
             

Michael W. Kalb(5)

    2017       411,000       8,899     266,220     280,621       177,984     1,144,724  

Senior Vice President and Chief Financial Officer, Assistant Secretary

    2016       200,000       —         —         978,489       93,200       1,271,689  
             

Mark W. Salyer(6)

    2017       141,458       128,250       —         1,627,659       —         1,897,367  

Senior Vice President and Chief Commercial Officer

             
             

 

(1) The amounts reported in the “Bonus” column for 2017 consists of discretionary cash bonuses awarded under the MICP for exceptional performance in 2017 as described above under “Compensation Discussion and Analysis—Cash Incentive Awards.” In addition, the amount reported for 2017 for Mr. Salyer for 2017 includes a sign-on bonus of $60,000 and an annual cash bonus of $65,000, each paid pursuant to the terms of his employment agreement with the Company.
(2) This column reflects the aggregate grant date fair value of time- and milestone-based vesting restricted stock unit awards granted in each year calculated in accordance with FASB ASC 718, excluding the effect of estimated forfeitures, assuming achievement of all vesting conditions. For milestone-based restricted stock units, the value reported reflects the value of the award at the grant date based upon the probable outcome of the performance conditions. As achievement of the performance criteria was deemed not probable on the grant date, such grant date fair value was $0. The value of the 2017 milestone-based restricted stock unit awards at the grant date, assuming that the highest level of performance conditions will be achieved, is $0 for Mr. Thero, $795,600 for Mr. Kennedy, and $673,200 for each of Dr. Ketchum, Mr. Kalb, and Mr. Salyer. Assumptions used in the calculations for these amounts are set forth in Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on February 27, 2018.
(3) This column reflects the aggregate grant date fair value of time- and milestone-based stock option awards granted in each year and calculated in accordance with FASB ASC 718, excluding the effect of estimated forfeitures, assuming achievement of all vesting conditions. Assumptions used in the calculations for these amounts are set forth in Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on February 27, 2018.
(4) This column reflects payments made under the Management Incentive Compensation Plan and special incentive bonus programs in respect of the year earned. See the discussion regarding annual and special incentive compensation in “Executive Compensation Discussion and Analysis” for further information regarding the performance measures.
(5) Mr. Kalb joined the Company on June 30, 2016. His annualized base salary for 2016 was $400,000.
(6) Mr. Salyer joined the Company on September 11, 2017. His annualized base salary for 2017 was $455,000.

Narrative to the Summary Compensation Table

The amounts reported in the Summary Compensation Table, including base salary, stock awards, option awards, and payments made under the Management Incentive Compensation Plan, are described more fully under “Executive Compensation Discussion and Analysis.”

 

40


Table of Contents

Grants of Plan-Based Awards

The following table sets forth certain information regarding grants of plan-based option awards to the named executive officers during fiscal year 2017:

 

Name

   Grant Date      All Other Option
Awards:
Number of Securities
Underlying Options (#)
    Exercise
Price of
Option
Awards
($/Sh)
     Grant Date
Fair Value
of Option
Awards ($)(1)
 

John F. Thero

     2/1/2017      550,000 (2)      2.95        1,160,461  

Joseph T. Kennedy

     2/1/2017      165,000 (2)      2.95        348,138  

Steven B. Ketchum, Ph.D.

     2/1/2017      133,000 (2)      2.95        280,621  

Michael W. Kalb

     2/1/2017      133,000 (2)      2.95        280,621  

Mark W. Salyer

     10/2/2017      700,000 (3)      3.49        1,627,659  

 

(1) This column reflects the aggregate grant date fair value of option awards granted in 2017, and is calculated in accordance with FASB ASC 718, using the Black-Scholes option-pricing model, excluding the effect of estimated forfeitures. Assumptions used in the calculations for these amounts are set forth in Note 12 to our financial statements included in our Annual Report on Form 10-K filed with the SEC on February 27, 2018.
(2) These options vest monthly over 48 months beginning on February 28, 2017.
(3) Twenty-five percent (25%) of the shares underlying the option vest on September 11, 2018, and the remaining 75% of the shares vest monthly over 36 months beginning October 11, 2018.

The following table sets forth certain information regarding grants of plan-based restricted stock unit awards subject to time-based vesting to the named executive officers during fiscal year 2017:

 

Name

   Grant Date      All Other Stock
Awards:

Number of Shares
of Stock or
Units (#)
    Grant Date
Fair Value
of Stock
Awards ($)(1)
 

John F. Thero

     2/1/2017        359,000 (2)      1,098,540  

Joseph T. Kennedy

     2/1/2017        108,000 (2)      330,480  

Steven B. Ketchum, Ph.D.

     2/1/2017        87,000 (2)      266,220  

Michael W. Kalb

     2/1/2017        87,000 (2)      266,220  

Mark W. Salyer

     —          —         —    

 

(1) This column reflects the aggregate grant date fair value of time-based restricted stock unit awards granted in 2017, for which settlement in shares was contingent upon shareholder approval of an increase in the share pool at the Annual General Meeting of Shareholders held on May 15, 2017, adjusted based on the closing price per share of our ADSs on such date when shareholder approval was obtained, calculated in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. Assumptions used in the calculations for these amounts are set forth in Note 12 to our financial statements included in our Annual Report on Form 10-K filed with the SEC on February 27, 2018.
(2) These restricted stock unit awards vest in three equal annual installments on each of January 31, 2018, January 31, 2019 and January 31, 2020.

 

41


Table of Contents

The following table sets forth certain information regarding grants of plan-based restricted stock unit awards subject to performance-based vesting to the named executive officers during fiscal year 2017;

 

Name

          Estimated Future Payouts
Under Equity
Incentive Plan Awards
       
   Grant Date      Target (#)(1)     Grant Date
Fair Value
of Stock
Awards ($)(2)
 

John F. Thero

     —          —         —    

Joseph T. Kennedy

     5/15/2017        260,000 (3)      —    

Steven B. Ketchum, Ph.D.

     5/15/2017        220,000 (3)      —    

Michael W. Kalb

     5/15/2017        220,000 (3)      —    

Mark W. Salyer

     5/15/2017        220,000 (3)      —    

 

(1) There is no threshold for these awards and the target equates to the maximum.
(2) This column reflects the aggregate grant date fair value, calculated in accordance with FASB ASC 718, based upon the probable outcome of the performance conditions. As achievement of the performance criteria was deemed not probable on the grant date, such grant date fair value was $0. The value of the 2017 milestone-based restricted stock unit awards at the grant date, assuming that the highest level of performance conditions will be achieved is set forth in footnote 2 to the Summary Compensation Table.
(3) This amount represents restricted stock unit awards that vest upon achievement of certain financial and clinical performance goals. To date, none of the specified criteria have been achieved.

The following table sets forth certain information regarding grants of non-equity incentive plan-based awards to the named executive officers during fiscal year 2017:

 

Name

          Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards ($)
 
   Grant Date      Target     Maximum  

John F. Thero

     —          458,850 (1)      917,700 (1) 

Joseph T. Kennedy

     —          201,960 (1)      353,430 (1) 
     1/27/2016        100,000 (2)      300,000 (2) 

Steven B. Ketchum, Ph.D.

     —          179,520 (1)      314,160 (1) 

Michael W. Kalb

     —          164,800 (1)      288,400 (1) 

Mark W. Salyer

     —          —         —    

 

(1) The amounts in the “Target” and “Maximum” columns reflect the potential payouts under the 2017 MICP. Actual bonuses awarded to the individuals were based on achievement of objectives, as discussed in the “Executive Compensation Discussion and Analysis” section above.
(2) The amounts in the “Target” and “Maximum” columns reflect the range of and alternative potential payouts under the competitive positioning of Vascepa special incentive bonus program available during fiscal year 2017. In December 2017, the Remuneration Committee awarded Mr. Kennedy a $100,000 bonus under this program in recognition of certain regulatory actions initiated by the FDA relative to medical foods, dietary supplements and synthetic omega-3s.

 

42


Table of Contents

Option Exercises and Stock Vested

The following table sets forth the number of shares acquired by the named executive officers upon the exercise of stock options and vesting of restricted stock units in fiscal year 2017 as well as the value realized at that time. The value realized represents the aggregate difference between the fair market value of shares on the dates of exercise or vesting and the exercise prices, if any, multiplied by the number of shares acquired upon exercise or vesting, prior to payment of any applicable withholding taxes;

 

     Option Awards      Stock Awards  

Name

   Number of Shares
Acquired on Exercise
(#)
     Value
Realized on
Exercise
($)
     Number of Shares
Acquired on Vesting
(#)
     Value
Realized on
Vesting
($)
 

John F. Thero

     —          —          699,500        2,184,765  

Joseph T. Kennedy

     —          —          357,855        1,215,661  

Steven B. Ketchum, Ph.D.

     —          —          144,105        427,992  

Michael W. Kalb

     —          —          —          —    

Mark W. Salyer

     —          —          —          —    

Outstanding Equity Awards at Fiscal Year-End

The following table shows information regarding outstanding stock option awards at December 31, 2017 for our named executive officers;

 

     Option Awards  
     Number of Securities
Underlying Unexercised Options
    Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options

(#)
     Option
Exercise
Price

($/Sh)
     Option
Expiration
Date
 

Name

   Exercisable
(#)
     Unexercisable
(#)
         

John F. Thero

     407,611        —         —          1.35        12/21/2019  
     750,000        —         —          3.40        11/10/2020  
     83,230        —         —          8.86        2/1/2022  
     52,500        —         —          8.10        1/2/2023  
     607,500        —         —          2.04        1/8/2024  
     291,667        108,333 (1)      —          1.02        2/2/2025  
     374,999        225,001 (2)      —          2.50        7/6/2025  
     250,002        149,998 (3)      —          2.50        7/6/2025  
     250,002        149,998 (3)      —          2.50        7/6/2025  
     263,542        286,458 (4)      —          1.40        2/1/2026  
     126,042        423,958 (5)      —          2.95        2/1/2027  

Joseph T. Kennedy

     600,000        —         —          6.35        12/16/2021  
     62,500        —         —          8.86        2/1/2022  
     33,750        —         —          8.10        1/2/2023  
     202,500        —         —          2.04        1/8/2024  
     68,361        25,389 (1)      —          1.02        2/2/2025  
     562,495        337,505 (2)      —          2.50        7/6/2025  
     59,896        65,104 (4)      —          1.40        2/1/2026  
     37,813        127,187 (5)      —          2.95        2/1/2027  

 

43


Table of Contents
     Option Awards  
     Number of Securities
Underlying Unexercised Options
    Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options

(#)
    Option
Exercise
Price

($/Sh)
     Option
Expiration
Date
 

Name

   Exercisable
(#)
     Unexercisable
(#)
        

Steven B. Ketchum

     600,000        —         —         8.77        3/1/2022  
     33,750        —         —         8.10        1/2/2023  
     202,500        —         —         2.04        1/8/2024  
     68,361        25,389 (1)      —         1.02        2/2/2025  
     125,002        74,998 (2)      —         2.50        7/6/2025  
     112,500        67,500 (3)      —         2.50        7/6/2025  
     112,500        67,500 (3)      —         2.50        7/6/2025  
     —          —         240,000 (6)      2.50        7/6/2025  
     59,896        65,104 (4)      —         1.40        2/1/2026  
     30,480        102,520 (5)      —         2.95        2/1/2027  

Michael W. Kalb

     234,376        390,624 (7)      —         2.19        7/1/2026  
     30,480        102,520 (5)      —         2.95        2/1/2027  

Mark W. Salyer

     —          700,000 (8)      —         3.49        10/2/2027  

 

(1) The shares underlying these stock options vest monthly over 48 months beginning February 28, 2015.
(2) The shares underlying these stock options vest monthly over 48 months beginning July 31, 2015.
(3) The shares underlying these stock options vest monthly over 48 months beginning on July 31, 2015, and relate to grants with certain financial and clinical performance milestones that were achieved during fiscal year 2016 and 2017. Upon achievement of the milestones, the options that had vested monthly without regard to the requirement for achievement of the milestones and had been previously deferred until achievement became exercisable. Such grants will continue to vest monthly until fully vested.
(4) The shares underlying these stock options vest monthly over 48 months beginning February 28, 2016.
(5) The shares underlying these stock options vest monthly over 48 months beginning February 28, 2017.
(6) The shares underlying this stock option vest monthly over 48 months beginning on July 31, 2015, but are deferred unless and until, and are subject to the achievement of, certain financial and clinical performance milestones are achieved, such that upon the achievement of each individual milestone, the shares underlying the options for the related grant shall be vested to the extent they would have vested on a monthly basis without regard to the requirement for achievement of the performance criteria and will continue to vest monthly thereafter.
(7) Twenty-five percent (25%) of the shares underlying this stock option vested on June 30, 2017, and the remaining 75% of the options vest ratably over the next 36 months.
(8) Twenty-five percent (25%) of the shares underlying this stock options vest on September 11, 2018, and the remaining 75% of the options vest ratably over the next 36 months.

 

44


Table of Contents

The following table shows information regarding outstanding restricted stock unit awards at December 31, 2017, for our named executive officers;

 

     Stock Awards  

Name

   Number of
Shares or Units

of Stock That
Have Not Vested
(#)
    Market Value of
Shares or Units of
Stock That Have
Not Vested

($)(1)
     Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#)
    Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested

($)(1)
 

John F. Thero

     260,000 (2)      1,042,600        —         —    
     225,000 (3)      902,250        —         —    
     240,000 (4)      962,400        —         —    
     359,000 (5)      1,439,590        —         —    
     —         —          1,265,250 (6)      5,073,653  
     —         —          1,265,250 (6)      5,073,653  

Joseph T. Kennedy

     60,937 (2)      244,357        —         —    
     283,124 (3)      1,135,327        —         —    
     37,500 (7)      150,375        —         —    
     53,333 (4)      213,865        —         —    
     108,000 (5)      433,080        —         —    
     —         —          199,500 (6)      799,995  
     —         —          199,500 (6)      799,995  
     —         —          260,000 (6)      1,042,600  

Steven B. Ketchum

     60,937 (2)      244,357        —         —    
     53,333 (4)      213,865        —         —    
     87,000 (5)      348,870        —         —    
     —         —          199,500 (6)      799,995  
     —         —          199,500 (6)      799,995  
     —         —          220,000 (6)      882,200  

Michael W. Kalb

     87,000 (5)      348,870        —         —    
     —         —          220,000 (6)      882,200  

Mark W. Salyer

     —         —          220,000 (6)      882,200  

 

(1) The market value of the restricted stock unit awards represents the product of the closing price of Amarin stock as of December 29, 2017, the last trading day of the year, which was $4.01, and the number of shares underlying each such award and, with respect to performance-based awards, assumes satisfaction of the applicable performance criteria.
(2) These restricted stock unit awards vest in equal annual installments over three years, commencing January 31, 2016. Amount unvested at December 31, 2017 represents the third and final vesting tranche.
(3) These restricted stock unit awards vest in 16 equal quarterly installments, commencing September 30, 2015. Amount unvested at December 31, 2017 represents the remaining six vesting tranches.
(4) These restricted stock unit awards vest in equal annual installments over three years, commencing January 31, 2017. Amount unvested at December 31, 2017 represents the remaining two vesting tranches.
(5) These restricted stock unit awards vest in equal annual installments over three years, commencing January 31, 2018.
(6) These restricted stock unit awards vest upon achievement of certain financial and clinical performance goals. To date, none of the specified criteria have been achieved.
(7) This restricted stock unit award vests in 16 equal quarterly installments on the last day of each quarter, commencing upon achievement of certain legal performance criteria in October 2015. Amount unvested at December 31, 2017 represents the remaining six vesting tranches.

 

45


Table of Contents

Pension Benefits

We do not have a defined benefit plan. Our named executive officers did not participate in, or otherwise receive any special benefits under, any pension or defined benefit retirement plan sponsored by us during fiscal year 2017.

Nonqualified Deferred Compensation

During fiscal year 2017, our named executive officers did not contribute to, or earn any amount with respect to, any defined contribution or other plan sponsored by us that provides for the deferral of compensation on a basis that is not tax-qualified.

Employment, Change of Control and Severance Arrangements

We have entered into employment agreements or arrangements with each of our current named executive officers. These agreements set forth the individual’s base salary, bonus compensation, equity compensation and other employee benefits, which are described above in the “Executive Compensation Discussion and Analysis”. In addition, these agreements provide for severance payments and benefits upon a termination of employment under certain circumstances, as described below.

John F. Thero

In the event that Mr. Thero’s employment is terminated by the Company without cause or he resigns for good reason, he will be entitled to severance as follows: continuation of base salary for twelve (12) months; continuation of group health plan benefits for up to twelve (12) months to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”) with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Mr. Thero as in effect on the date of termination; and twelve (12) months of accelerated vesting on all outstanding equity incentive awards to the extent subject to time-based vesting. In lieu of the foregoing, if Mr. Thero’s employment is terminated by the Company without cause or he resigns for good reason, in either case, within twenty-four (24) months following a change of control, he will be entitled to severance as follows: continuation of base salary for eighteen (18) months; continuation of group health plan benefits for up to eighteen (18) months to the extent authorized by and consistent with COBRA with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Mr. Thero as in effect on the date of termination; a lump sum cash payment equal to the full target annual performance bonus for the year during which the termination occurred; and 100% acceleration of vesting on all outstanding equity incentive awards.

Joseph T. Kennedy

In the event that Mr. Kennedy’s employment is terminated by the Company without cause, he will be entitled to severance as follows: continuation of base salary for six (6) months; continuation of group health plan benefits for up to six (6) months to the extent authorized by and consistent with COBRA with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Mr. Kennedy as in effect on the date of termination; and six (6) months of accelerated vesting on all outstanding equity incentive awards to the extent subject to time-based vesting. In lieu of the foregoing, if Mr. Kennedy’s employment is terminated by the Company without cause or he resigns for good reason, in either case, within twenty-four (24) months following a change of control, then he will be entitled to severance as follows: continuation of base salary for twelve (12) months; continuation of group health plan benefits for up to twelve (12) months to the extent authorized by and consistent with COBRA with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Mr. Kennedy as in effect on the date of termination; a lump sum cash payment equal to the full target annual performance bonus for the year during which the termination occurred; and 100% acceleration of vesting on all outstanding equity incentive awards.

 

46


Table of Contents

Steven B. Ketchum, Ph.D.

In the event that Dr. Ketchum’s employment is terminated by the Company without cause, he will be entitled to severance as follows: continuation of base salary for six (6) months; continuation of group health plan benefits for up to six (6) months to the extent authorized by and consistent with COBRA with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Dr. Ketchum as in effect on the date of termination; and six (6) months of accelerated vesting on all outstanding equity incentive awards to the extent subject to time-based vesting. In lieu of the foregoing, if Dr. Ketchum’s employment is terminated by the Company without cause or he resigns for good reason, in either case, within twenty-four (24) months following a change of control, then he will be entitled to severance as follows: continuation of base salary for twelve (12) months; continuation of group health plan benefits for up to twelve (12) months to the extent authorized by and consistent with COBRA with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Dr. Ketchum as in effect on the date of termination; a lump sum cash payment equal to the full target annual performance bonus for the year during which the termination occurred; and 100% acceleration of vesting on all outstanding equity incentive awards.

Michael W. Kalb

In the event that Mr. Kalb’s employment is terminated by the Company without cause, he will be entitled to severance as follows: continuation of base salary for six (6) months; continuation of group health plan benefits for up to six (6) months to the extent authorized by and consistent with COBRA with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Mr. Kalb as in effect on the date of termination; and six (6) months of accelerated vesting on all outstanding equity incentive awards to the extent subject to time-based vesting. In lieu of the foregoing, in the event that Mr. Kalb is terminated without cause or he resigns for good reason, in either case, within twenty-four (24) months following a change of control, he will be entitled to severance as follows: continuation of base salary for twelve (12) months; continuation of group health plan benefits for up to twelve (12) months to the extent authorized by and consistent with COBRA with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Mr. Kalb as in effect on the date of termination; a lump sum cash payment equal to the full target annual performance bonus for the year during which the termination occurred; and 100% acceleration of vesting on all outstanding equity incentive awards.

Mark W. Salyer

In the event that Mr. Salyer’s employment is terminated by the Company without cause, he will be entitled to severance as follows: continuation of base salary for six (6) months; continuation of group health plan benefits for up to six (6) months to the extent authorized by and consistent with COBRA with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Mr. Salyer as in effect on the date of termination; and six (6) months of accelerated vesting on all outstanding equity incentive awards to the extent subject to time-based vesting. In lieu of the foregoing, in the event that Mr. Salyer is terminated without cause or he resigns for good reason, in either case, within twenty-four (24) months following a change of control, he will be entitled to severance as follows: continuation of base salary for twelve (12) months; continuation of group health plan benefits for up to twelve (12) months to the extent authorized by and consistent with COBRA with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Mr. Salyer as in effect on the date of termination; a lump sum cash payment equal to the full target annual performance bonus for the year during which the termination occurred; and 100% acceleration of vesting on all outstanding equity incentive awards.

 

47


Table of Contents

Potential Payments upon Termination or Change in Control

The table below shows the benefits potentially payable to each of our named executive officers assuming the named executive officer’s employment was terminated without cause or for good reason within twenty-four (24) months of a change of control and such termination occurred on December 29, 2017, the last business day of fiscal year 2017.

 

Name

   Base Salary
($)
     Bonus
Payment
($)
     Accelerated
Vesting of
Options(1)
($)
     Accelerated
Vesting of
RSUs(2)
($)
     Continuation of
Health Benefits
($)
     Total ($)  

John F. Thero

     917,700        458,850        2,313,712        14,494,145        26,000        18,210,407  

Joseph T. Kennedy

     448,800        201,960        890,285        4,819,595        24,000        6,384,640  

Steven B. Ketchum, Ph.D.

     448,800        179,520        1,034,003        3,289,283        24,000        4,975,606  

Michael W. Kalb

     412,000        164,800        819,607        1,231,070        24,000        2,651,477  

Mark W. Salyer

     455,000        65,000        364,000        882,200        17,000        1,783,200  

 

(1) The value of the accelerated vesting of options equals the difference (if positive) between the option exercise price and the closing price per share of our ADSs on December 29, 2017 ($4.01), multiplied by the number of shares that would have been accelerated upon a termination occurring on December 29, 2017.
(2) The value of the accelerated vesting of restricted stock units equals the closing price per share of our ADSs on December 29, 2017 ($4.01) multiplied by the number of restricted stock units that would have been accelerated upon a termination occurring on December 29, 2017.

The table below shows the benefits potentially payable to each of our named executive officers assuming the named executive officer’s employment was terminated by the Company without cause (and, in the case of Mr. Thero, he resigned for good reason) other than within twenty-four (24) months following change of control and assuming such termination occurred on December 29, 2017, the last business day of fiscal year 2017.

 

Name

   Base Salary
($)
     Bonus
Payment
($)
     Accelerated
Vesting of
Options(1)
($)
     Accelerated
Vesting  of
Time-Based
RSUs(2)
($)
     Continuation of
Health Benefits
($)
     Total ($)  

John F. Thero

     611,800        —          1,332,121        2,605,165        17,000        4,566,086  

Joseph T. Kennedy

     224,400        —          267,556        924,217        12,000        1,428,173  

Steven B. Ketchum, Ph.D.

     224,400        —          199,140        467,582        12,000        903,122  

Michael W. Kalb

     206,000        —          159,808        116,290        12,000        494,098  

Mark W. Salyer

     227,500        —          —          —          8,000        235,500  

 

(1) The value of the accelerated vesting of time-based options equals the difference (if positive) between the option exercise price and the closing price per share of our ADSs on December 29, 2017 ($4.01), multiplied by the number of shares that would have been accelerated upon termination.
(2) The value of the accelerated vesting of time-based restricted stock units equals the closing price per share of our ADSs on December 29, 2017 ($4.01) multiplied by the number of time-based restricted stock units that would have been accelerated upon termination.

CEO Pay Ratio

Pursuant to a mandate of the Dodd-Frank Act, the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s total annual compensation to the total annual compensation of the principal executive officer (“PEO”). The PEO of our Company is John F. Thero.

We believe that our compensation philosophy must be consistent and internally equitable to motivate our employees to create shareholder value. The purpose of the new required disclosure is to provide a measure of pay

 

48


Table of Contents

equity within the organization. We are committed to internal pay equity, and our Remuneration Committee monitors the relationship between the pay our PEO receives and the pay our non-executive employees receive.

As illustrated in the table below, our 2017 PEO to median employee pay ratio was approximately 25:1.

 

PEO 2017 Compensation

   $ 3,408,176  

Median Employee 2017 Compensation

   $ 135,461  

Ratio of PEO to Median Employee Compensation

     25:1  

We identified the median employee using annualized base salary for 2017, bonus(es) earned in 2017, and aggregate grant date fair values for equity awards granted in 2017 for all individuals who were employed by us on December 31, 2017, the last day of our fiscal year (whether employed on a full-time, part-time or seasonal basis). Employees on leave of absence were excluded from the list and reportable wages were annualized for those employees who were not employed for the full calendar year.

The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

 

49


Table of Contents

DIRECTOR COMPENSATION

Non-Employee Director Compensation

Upon recommendation of the Remuneration Committee, the Board approved an amended non-employee director compensation program effective December 10, 2012, as amended on May 20, 2013, and March 11, 2014. The amended non-employee director compensation program was intended to approximate the 50th percentile of non-employee director compensation within the Company’s peer group. A summary of the non-employee director compensation arrangements for fiscal year 2017 is set forth below.

 

     Retainer ($)  

Annual Board Retainer Fee:

  

Non-Executive Chairman

     95,000  

All non-employee directors

     55,000  

Annual Chairman Retainer Fees:*

  

Audit Committee Chairman

     20,000  

Remuneration Committee Chairman

     15,000  

Nominating and Corporate Governance Committee Chairman

     10,000  

Annual Committee Member Retainer Fees:*

  

Audit Committee

     10,000  

Remuneration Committee

     7,500  

Nominating and Corporate Governance Committee

     5,000  

 

* These fees are in addition to the Annual Board Retainer Fee, as applicable.

The annual retainers are paid in equal installments in arrears within 30 days of the end of each calendar quarter, or upon the earlier resignation or removal of the non-employee director. For non-employee directors who join the Board during the calendar year, annual retainers are prorated based on the number of calendar days served by such director in the calendar year.

Non-employee directors are given an annual election option, which option is to be exercised within ten calendar days of the end of each quarter, of receiving their annual retainers in the form of either (i) cash or (ii) unregistered non-ADR ordinary shares, with any such issuances to be priced at the greater of (i) the closing price of the Company’s ADSs on NASDAQ on the date which is ten calendar days after the end of each quarter or (ii) £0.50 per share (i.e., par value per ordinary share).

In addition, upon their initial appointment or re-election to the Board, non-employee directors receive equity awards with a grant date fair value of $135,000, split equally in value between option awards and restricted stock units. The restricted stock units are subject to deferred settlement upon the director’s separation of service with the Company (“DSUs”) and vest in equal installments over three years on each anniversary of the date of grant. The grant date for such awards is date of initial appointment or re-election, as the case may be, and the exercise price of any option award is equal to the closing market price on NASDAQ of the ADSs representing the Company’s Ordinary Shares on such date. In addition, for so long as the non-employee director remains on the Board, the non-employee director receives annual equity awards with a grant date fair value of $90,000, split equally in value between option awards and DSUs. Such option awards vest in full upon the earlier of the one-year anniversary of the date of grant or the annual general meeting of shareholders in such anniversary year. Such DSUs vest in equal annual installments over three years, in each case upon the earlier of the anniversary of the date of grant or the annual general meeting of shareholders in such anniversary year.

In addition, a Non-Executive Chairman of the Board that continues on the Board following the Company’s annual general meeting of shareholders (and who was not first elected to the Board at such meeting) will be

 

50


Table of Contents

eligible to receive an annual equity award with a grant date fair value of $20,000, split equally in value between option awards and DSUs. Such awards will have a grant date and exercise price identical to other annual equity awards.

All equity awards will be made pursuant to the terms of the Company’s Equity Incentive Plan, as amended and in effect from time to time. In the event of a change of control (as defined in the Equity Incentive Plan), all option awards and DSUs shall immediately become fully vested.

Non-employee directors are also reimbursed for their reasonable out-of-pocket expenses incurred in connection with attending Board and committee meetings.

On May 15, 2017, the Company awarded options representing the right to purchase 21,146 ordinary shares and 14,706 restricted stock units to each of Mr. O’Sullivan, Ms. Peterson, Mr. Stack, Mr. van Heek and Mr. Zakrzewski in connection with their service on the Board. The options vest in full upon the earlier of the one-year anniversary of the grant date or the Company’s 2018 annual general meeting of shareholders, while the restricted stock units vest in equal annual installments over three years, in each case upon the earlier of the anniversary of the grant date or the annual general meeting of shareholders in such anniversary year, commencing in 2018. The total grant-date fair value of each of these awards is $45,005 and $45,000, respectively, based on a closing price of $3.06 on NASDAQ of the ADSs representing the Company’s Ordinary Shares on the date of grant.

In addition, on May 15, 2017, the Company awarded an option to purchase 25,845 ordinary shares and 17,974 restricted stock units to Dr. Ekman in connection with his service on the Board and as Non-Executive Chairman of the Board. The option vests in full upon the earlier of the one-year anniversary of the grant date or the Company’s 2018 annual general meeting of shareholders, while the restricted stock units vest in equal annual installments over three years, in each case upon the earlier of the anniversary of the date of grant or the annual general meeting of shareholders in such anniversary year, commencing in 2018. The total grant-date fair value of these awards is $55,006 and $55,000, respectively, based on a closing price of $3.06 on NASDAQ of the ADSs representing the Company’s ordinary shares on the date of grant.

Director Compensation Table

The following table shows the compensation paid in fiscal year 2017 to the Company’s non-employee directors;

 

Name

   Fees
Earned or
Paid in
Cash
($)
     Stock
Awards(1)
($)
     Option
Awards(2)
($)
     Total ($)  

Lars G. Ekman, M.D., Ph.D.

     100,000        55,000        55,006        210,006  

Patrick J. O’Sullivan

     75,000        45,000        45,005        165,005  

Kristine Peterson

     72,500        45,000        45,005        162,505  

David Stack

     70,000        45,000        45,005        160,005  

Jan van Heek

     82,500        45,000        45,005        172,505  

Joseph S. Zakrzewski

     60,000        45,000        45,005        150,005  

 

(1) The value of the stock awards reflects the aggregate grant date fair value, calculated in accordance with FASB ASC 718, excluding the effect of estimated forfeitures.
(2) The value of the option awards reflects the aggregate grant date fair value, calculated in accordance with FASB ASC 718 using the Black-Scholes option-pricing model, excluding the effect of estimated forfeitures. Assumptions used in the calculations for these amounts are set forth in Note 12 to our financial statements included in our Annual Report on Form 10-K filed with the SEC on February 27, 2018.

 

51


Table of Contents

In March 2013, our Board established Stock Ownership Guidelines for its non-employee directors. The guidelines require that each non-employee director maintain an equity interest in the Company at least equal to three times the amount of such director’s annual cash retainer. Equity interests that count toward the satisfaction of the ownership guidelines include the value of Ordinary Shares beneficially owned (other than unvested restricted stock) or issuable upon the settlement of vested restricted stock units. Non-employee directors have five years from the date of the commencement of their appointment as a director to attain these ownership levels. If a non-employee director does not meet the applicable guideline by the end of the five-year period, the director is required to hold a minimum of 50% to 100% of the shares received upon the exercise or vesting of any future equity awards until the applicable guideline is met, net of shares sold or withheld to exercise stock options and pay withholding taxes. The Remuneration Committee, however, may make exceptions for any director on whom this requirement could impose a financial hardship. As of the date of this Proxy Statement, all of the Company’s non-employee directors have satisfied these ownership guidelines, or have time to do so.

The following table shows the amount of vested and unexercised stock options, unvested stock unit awards and vested stock unit awards subject to deferred delivery as of December 31, 2017;

 

     Unexercised Vested
Stock Options
     Unvested Stock Awards      Vested but Deferred
Stock Awards
 

Lars G. Ekman, M.D., Ph.D.

     288,507        48,217        95,720  

Patrick J. O’Sullivan

     180,563        41,904        84,850  

Kristine Peterson

     255,563        41,904        84,850  

David Stack

     150,563        41,904        84,850  

Jan van Heek

     240,563        41,904        84,850  

Joseph S. Zakrzewski

     2,196,230        41,904        75,850  

 

52


Table of Contents

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees the accounting and financial reporting processes of the Company and the audits of the Company’s financial statements, evaluates auditor performance, manages relations with the Company’s independent registered public accounting firm and evaluates policies and procedures relating to internal control systems. The Audit Committee operates under a written Audit Committee charter that has been adopted by the Board. All members of the Audit Committee currently meet the independence and qualification standards for Audit Committee membership set forth in the listing standards provided by NASDAQ and the SEC, and the Board has determined that Audit Committee Member Jan van Heek is an “audit committee financial expert,” as the SEC has defined that term in Item 407 of Regulation S-K.

The Audit Committee members are not professional accountants or auditors. The members’ functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm. The Audit Committee serves a board-level oversight role in which it provides advice, counsel and direction to management and the auditors on the basis of the information it receives, discussions with management and the auditors, and the experience of the Audit Committee’s members in business, financial and accounting matters.

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board. The Company’s management has the primary responsibility for the financial statements and reporting process, including the Company’s system of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed with management the audited financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2017. This review included a discussion of the quality and the acceptability of the Company’s financial reporting, including the nature and extent of disclosures in the financial statements and the accompanying notes. The Audit Committee also reviewed the progress and results of the testing of the design and effectiveness of its internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002.

The Audit Committee also reviewed with the Company’s independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of the audited financial statements with accounting principles generally accepted in the United States of America, their judgments as to the quality and the acceptability of the Company’s financial reporting and such other matters as are required to be discussed with the Committee by Public Company Accounting Oversight Board (“PCAOB”) AU380, Communications with Audit Committees, and SEC Regulation S-X Rule 207, Communication with Audit Committees. The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the Public Company Accounting Oversight Board. The Audit Committee discussed with the independent registered public accounting firm their independence from management and the Company, including the matters required by the applicable rules of the Public Company Accounting Oversight Board.

In addition to the matters specified above, the Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope, plans and estimated costs of their audit. The Committee met with the independent registered public accounting firm periodically, with and without management present, to discuss the results of the independent registered public accounting firm’s examinations, the overall quality of the Company’s financial reporting and the independent registered public accounting firm’s reviews of the quarterly financial statements, and drafts of the quarterly and annual reports.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the Company’s audited financial statements should be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

Submitted by the Audit Committee of the Board of Directors

Jan van Heek (Chairman)

Kristine Peterson

Patrick J. O’Sullivan

 

53


Table of Contents

SHAREHOLDER PROPOSALS

Pursuant to Rule 14a-8 under the Exchange Act of 1934, as amended, shareholder proposals intended to be included in the 2019 Annual General Meeting proxy materials must be received by the Secretary of the Company no later than December 21, 2018, or otherwise as permitted by applicable law; provided, however, that if the 2019 Annual General Meeting date is advanced or delayed by more than 30 days from the anniversary date of the 2018 Annual General Meeting, then shareholders must submit proposals within a reasonable time before the Company begins to print and send its proxy materials. Proposals received after this timeframe will not be included in the Company’s proxy materials for the 2019 Annual General Meeting. The form and substance of these proposals must satisfy the requirements established by the Company’s Articles, the Nominating and Corporate Governance Committee charter and the SEC, and the timing for the submission of any such proposals may be subject to change as a result of changes in SEC rules and regulations.

Under the Companies Act, in order for a shareholder proposal to be presented at an Annual General Meeting, such proposal must have been requisitioned either by shareholders representing 5% of the voting rights of all members having a right to vote on such proposal at the Annual General Meeting or by at least 100 shareholders who have a right to vote on such proposal at the relevant Annual General Meeting and who hold shares in the Company on which there has been paid up an average sum, per member, of at least £100. Such proposal must have been signed or otherwise authenticated by all requisitionists and submitted to the Company not later than (1) six weeks before the Annual General Meeting to which the requests relate, or (2) if later, the time at which notice of that meeting is given by the Company.

Additionally, shareholders who intend to nominate a director to be elected at the 2019 Annual General Meeting must provide the Secretary of the Company with written notice of such nomination between 7 and 42 days prior to the date of such meeting, together with written notice signed by the director nominee regarding his or her willingness to be elected. Any shareholder seeking to recommend a director candidate or any director candidate who wishes to be considered by the Nominating and Corporate Governance Committee, the committee that recommends a slate of nominees to the Board for election at each annual general meeting, must also provide the Secretary of the Company with: the name and address of the shareholder seeking to recommend a director candidate; a representation that the shareholder is a record holder of the Company’s securities (or, if the shareholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Exchange Act); the name, age, business and residential address, educational background, current principal occupation or employment for the preceding five full fiscal years of the proposed director candidate; a description of the qualifications and background of the proposed director candidate, which addresses the minimum qualifications and other criteria for Board membership approved by the Board from time to time; a description of all arrangements or understandings between the shareholder and the proposed director candidate; the consent of the proposed director candidate to be named in the proxy statement relating to the Company’s annual general meeting and to serve as a director if elected at such annual general meeting; and any other information regarding the proposed director candidate that is required to be included in a proxy statement filed pursuant to SEC rules, if then required. The Nominating and Corporate Governance Committee will consider all director candidates who comply with these requirements and will evaluate these candidates using the criteria described above under the caption, “Nomination of Directors.” Director candidates who are then approved by the Board will be included in the Company’s proxy statement for that annual general meeting.

 

54


Table of Contents

DELIVERY OF PROXY MATERIALS

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, including audited financial statements, accompanies this Proxy Statement. Copies of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, and the exhibits thereto are available from the Company without charge upon written request of a shareholder. Copies of these materials are also available online through the SEC at www.sec.gov. The Company may satisfy SEC rules regarding delivery of proxy materials, including this Proxy Statement and the Annual Report, by delivering a single set of proxy materials to an address shared by two or more Company shareholders. This delivery method can result in meaningful cost savings for the Company. In order to take advantage of this opportunity, the Company may deliver only a single set of proxy materials to multiple shareholders who share an address, unless contrary instructions are received prior to the mailing date. Similarly, if you share an address with another shareholder and have received multiple copies of our proxy materials, you may write or call us at the address and phone number below to request delivery of a single copy of the proxy materials in the future. We undertake to deliver promptly upon written or oral request a separate copy of the proxy materials, as requested, to a shareholder at a shared address to which a single copy of the proxy materials was delivered. If you hold Ordinary Shares as a record shareholder and prefer to receive separate copies of proxy materials either now or in the future, please contact the Company’s investor relations department at Amarin Corporation plc, c/o Amarin Pharma, Inc., 1430 Route 206, Bedminster, NJ 07921 or by telephone at (908) 719-1315. If you hold Ordinary Shares in the form of ADSs through the Depositary or hold Ordinary Shares through a brokerage firm or bank and you prefer to receive separate copies of proxy materials either now or in the future, please contact the Depositary, your brokerage firm or bank, as applicable.

EACH SHAREHOLDER IS URGED TO COMPLETE, DATE, SIGN

AND PROMPTLY RETURN THE ENCLOSED PROXY.

 

55


Table of Contents

PROXY FORM

AMARIN CORPORATION PLC

For use at the Annual General Meeting to be held at The Shelbourne Hotel, 27 St. Stephen’s Green,

Dublin 2, Ireland at 2:00 p.m. on Monday, 14 May 2018.

 

I/We  

 

(Name in full block capitals please)
of  

 

being (a) member(s) of Amarin Corporation plc (the “Company”) hereby appoint the Chairman of the meeting or (see note 6 below)

 

as my/our proxy to attend, speak and vote for me/us and on my/our behalf as identified by an “X” in the appropriate box below at the annual general meeting of the Company to be held at 2:00 p.m. on Monday, 14 May 2018 and at any adjournment of the meeting. This form of proxy relates to the resolutions referred to below.
I/We instruct my/our proxy to vote as follows:

 

     Resolutions   For   Against  

Abstain

(see note 2)

 

Discretionary

(see note 3)

1.     

Ordinary resolution to re-elect Mr. Patrick J. O’Sullivan as a director.

 

               
2.   

Ordinary resolution to re-elect Mr. John F. Thero as a director.

 

               
3.   

Ordinary resolution (advisory, non-binding vote) to approve the compensation of the Company’s “named executive officers.”

 

               
4.    Ordinary resolution to appoint Ernst & Young LLP as auditors of the Company and to authorize the Audit Committee of the Board of Directors of the Company to fix their remuneration.                

Dated this                                               2018

 

    Signature(s)

 

 

Notes:


Table of Contents
1. Please indicate with an “X” in the appropriate box how you wish the proxy to vote. In the absence of any indication, the proxy will exercise his/her discretion as to whether and how he/she votes. The proxy may also vote or abstain from voting as he/she thinks fit on any other business which may properly come before the meeting.

 

2. If you mark the box “abstain”, it will mean that your proxy will abstain from voting and, accordingly, your vote will not be counted either for or against the relevant resolution.

 

3. If you mark the box “discretionary”, the proxy can vote as it chooses or can decide not to vote at all.

 

4. The form of proxy should be signed and dated by the member or his attorney duly authorised in writing. If the appointer is a corporation this proxy should be under seal or under the hand of an officer or attorney duly authorised. Any alteration made to the form of proxy should be initialed.

 

5. To be valid, this form of proxy, together with a duly signed and dated power of attorney or any other authority (if any) under which it is executed (or a notarially certified copy of such power of attorney or other authority) must be signed and dated and lodged at the Company’s registrars at the address below, so as to be received by 8:00 a.m. on Thursday, 10 May 2018.

 

6. A proxy need not be a member of the Company. A member may appoint a proxy of his/her own choice. If you wish to appoint someone else, please delete the words “the Chairman of the meeting” and insert the name of the person whom you wish to appoint in the space provided. The Chairman of the meeting will act as your proxy, whether or not such deletion is made, if no other name is inserted. A member may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise rights attached to different shares.

 

7. In the case of joint holders, signature of any one holder will be sufficient, but the names of all the joint holders should be stated. The vote of the senior holder (according to the order in which the names stand in the register of members in respect of the holding) who tenders a vote in person or by proxy will be accepted to the exclusion of the vote(s) of the other joint holder(s).

 

8. Completion and return of a form of proxy will not preclude a member from attending the meeting and voting in person.

Address for lodgment of Proxies:

Equiniti

Aspect House

Spencer Road

Lancing

West Sussex

United Kingdom

BN99 6DA