Add
PDLI to Portfolio
Set Alert
Email to a
Friend
| |||
|
|
Quotes & Info
|
| PDLI > SEC Filings for PDLI > Form 8-K on 11-Dec-2012 | All Recent SEC Filings |
11-Dec-2012
Change in Directors or Principal Officers
2012 Annual Bonus Plan
On December 5, 2012, the Compensation Committee (the Compensation Committee) of
the Board of Directors (the Board) of PDL BioPharma, Inc. (the Company)
evaluated the Company's performance against the 2012 corporate performance goals
established for the Company's 2012 Annual Bonus Plan as set forth below:
2012 Corporate Goal Weight
Optimize Value of Patent Estate 30 %
Enhance Finance Group 20 %
Implement Corporate Strategy & Business Development 40 %
Expand Investor Relations Outreach 10 %
Total 100 %
|
Following this review, the Compensation Committee determined, and the Board later ratified, that 110% of the 2012 corporate goals established for the Company's 2012 Annual Bonus Plan were achieved.
The Compensation Committee also reviewed for each of the Company's named executive officers (other than Mr. McLaughlin whose annual bonus is based solely upon achievement of the corporate performance goals described above), the level of achievement of each named executive officer's 2012 individual goals established for the Company's 2012 Annual Bonus Plan and made the following determinations:
· Mr. Stone achieved 120%;
· Ms. Krumel achieved 125%; and
· Mr. Hart achieved 120%.
Based on the foregoing and under the terms of the 2012 Annual Bonus Plan, the Compensation Committee approved, and the Board later ratified, the bonuses set forth in the chart below for each of the Company's named executive officers:
2012 Annual
Bonus Plan
Name Title Bonus
President and Chief Executive
John P. McLaughlin Officer $ 742,500
Vice President, General Counsel
Christopher Stone and Secretary $ 219,375
Vice President of Finance and
Caroline Krumel Principal Accounting Officer $ 80,876.25
Deputy General Counsel and
Danny Hart Assistant Secretary $ 79,987.50
|
2013 Base Pay
On December 5, 2012, the Compensation Committee approved, and the Board later
ratified, the following base salary increases for each of the named executive
officers as set forth in the chart below:
% Increase from
2012 Base
Name Title 2013 Base Salary Salary
President and Chief
John P. McLaughlin Executive Officer $ 695,250 3 %
Vice President, General
Christopher Stone Counsel and Secretary $ 401,700 3 %
Vice President of Finance
and Principal Accounting
Caroline Krumel Officer $ 255,960 8 %
Deputy General Counsel and
Danny Hart Assistant Secretary $ 255,960 8 %
|
2012 Long-Term Incentive Plan
On December 5, 2012, the Compensation Committee evaluated the Company's performance against the performance goals established for the long-term incentive plan to compensate, retain and incentivize its named executive officers (the 2012 LTIP) that will vest and pay on December 14, 2012.
Under the 2012 LTIP, each executive officer is eligible for awards consisting of
(i) restricted stock and (ii) a cash payment. The target cash payment is
adjustable based on the Company's attainment of specified performance goals as
set forth in the chart below, subject to a cap of two times the target cash
payment (the Adjustment):
Performance Goal Adjustment
Protection of European patents 40%
Sale or merger of Company 20-50%
Royalty rights acquisition and financing, if applicable 30-50%
|
Following its review, the Compensation Committee determined, and the Board later ratified, that the Adjustment should be 95% based on the Company's performance of the 2012 LTIP goals in 2011 and 2012. Based on the foregoing and under the terms of the 2012 LTIP, the cash awards for each of the Company's named executive officers are set forth in the chart below:
2012 LTIP
Name Title Cash Payment
President and Chief Executive
John P. McLaughlin Officer $ 914,550
Vice President, General Counsel
Christopher Stone and Secretary $ 503,100
Vice President of Finance and
Caroline Krumel Principal Accounting Officer $ 137,280
Deputy General Counsel and
Danny Hart Assistant Secretary $ 114,270
|
Severance Agreement
On December 5, 2012, the Compensation Committee reviewed the severance
agreements entered into with its named executive officers on May 21, 2011, and
determined to increase the amount of severance under the agreements for Ms.
Krumel and Mr. Hart. The Board later ratified the increased amounts of severance
as set forth in the chart below:
% of % of Number of
Annual Target Months of
Base Annual COBRA
Name Title Salary Bonus Premiums
Caroline Krumel Vice President 100% 75% 12
of Finance and
Principal
Accounting
Officer
Danny Hart Deputy General 100% 75% 12
Counsel and
Assistant
Secretary
|
Appointment of John McLaughlin as Acting Chief Financial Officer
On December 6, 2012, the Board appointed Mr. McLaughlin as the Company's Acting Chief Financial Officer while the Company continues its search for a permanent chief financial officer. During this time, Mr. McLaughlin will continue his duties as the Company's President and Chief Executive Officer and will receive no compensation for his additional service to the Company.
|
|