DEF 14A of Ani Pharmaceuticals Inc
Filed Apr 5, 2024 · FY20230001023024-24-000037
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS
Board Composition; Selection of Nominees
Board Composition; Selection of Nominees The Company’s bylaws provide that our Board of Directors (the “Board”) may determine the number of directors from time to time. Our Board is currently composed of nine members. The Company’s Nominating and Corporate Governance Committee is responsible for developing and recommending to the Board for determination any specific minimum qualifications that must be met, any specific qualities or skills that are necessary for one or more of our Board members to possess, and the desired qualifications, expertise and characteristics of our Board members. All directors are encouraged to submit to the Company’s Nominating and Corporate Governance Committee the name of any person deemed qualified to serve on the Board, together with information on the candidate’s qualifications. The Nominating and Corporate Governance Committee also considers candidates recommended by the Company’s Stockholders for election to the Board. The Nominating and Corporate Governance Committee will screen and submit to the full Board the names and biographical information of those persons considered by the Nominating and Corporate Governance Committee to be viable candidates for election as directors. The Nominating and Corporate Governance Committee is committed to having diverse individuals from different backgrounds with varying perspectives, professional experience, education and skills serving as members of the Board, and believes that a diverse membership with a variety of perspectives and experiences is an important feature of a well-functioning board. In furtherance of this commitment, when considering candidates to fill an open seat on the Board, the Nominating and Corporate Governance Committee will require that the list of candidates to be considered by the Committee for nomination to the Board include candidates with diversity of race, ethnicity, and gender. Any third-party consultant asked to furnish an initial list of candidates will be required to include such diverse candidates. There are no term limits and no fixed retirement age for directors. The Board does not believe that a fixed retirement age, or term limits, for directors are appropriate. While mandatory retirement and term limits could help insure that there are fresh ideas and viewpoints available to the Board, they hold the disadvantage of losing the contribution of directors who over time have developed increasing insight into the Company and its operations and therefore provide an increasing contribution to the Board as a whole. Under the merger agreement relating to our acquisition of Novitium Pharma LLC (“Novitium”), certain principal members of Novitium have the right to nominate an “eligible person” to serve on the Board so long as certain ownership thresholds set forth in the merger agreement are satisfied. Mr. Muthusamy Shanmugam was nominated pursuant to this provision and was appointed to the Board effective upon the closing of the Novitium acquisition on November 19, 2021 and was re-elected to the Board at the Company’s 2022 and 2023 Annual Meetings of Stockholders. As of April 5, 2024, the principal members of Novitium no longer hold the required ownership threshold. However, the Board has recommended Mr. Muthusamy Shanmugam for re-election to the Board at the Company’s 2024 Annual Meeting of Stockholders based on his extensive experience in the pharmaceutical industry and his leadership at the Company. When seeking new director candidates, the Nominating and Corporate Governance Committee will consider potential candidates for directors submitted by Board members, members of our management, and our Stockholders, and the Committee does not evaluate candidates differently based upon the source of the nominee. The Company did not receive any director nominations from Stockholders in accordance with procedures set forth in its bylaws. Director nominations presented by Stockholders at the Annual Meeting will not be considered. The Company announced in August 2023 that David B. Nash would not seek re-election as a director at the Annual Meeting. Thus, the Nominating and Corporate Governance Committee recommended to the Board the following eight incumbent directors of the Board as nominees for election to the Board at the Annual Meeting to serve, if elected, until the 2025 annual meeting and until their successors are duly qualified and elected or until their earlier death, resignation, disqualification or removal. Set forth below are the names and ages of these nominees, the years they became directors, their principal occupations or employment for at least the past five years and the names of other public companies for which they serve as a director or have served as a director during the past five years. Also set forth are the specific experiences, qualifications, or skills that led our Nominating and Corporate Governance Committee to conclude that each person should serve as a director.
Information Regarding Director Nominees
Information Regarding Director Nominees Thomas J. Haughey, 60, has served as a director since May 2018. Mr. Haughey held the role of General Counsel and Secretary at Par Pharmaceutical Companies, Inc. (“Par”) from 2003 through 2016. In addition to his role as General Counsel, he has held various additional executive roles at Par including President from 2011 to 2012 and, most recently, Chief Administrative Officer from 2012 to 2016. Prior to that, Mr. Haughey held positions at Schering-Plough Corporation, where he was Chief Counsel from 1998 to 2001 and Legal Director from 2001 to 2003. Previously, Mr. Haughey was an attorney at Cadwalader Wickersham & Taft and a certified public accountant at Arthur Anderson & Co. Since 2016, Mr. Haughey has been an adjunct professor at Passaic Community College. Mr. Haughey earned a B.S. in accounting at St. John’s University and a J.D. at the New York University School of Law. Mr. Haughey is qualified to serve on our Board because of his experience in the pharmaceutical industry, as well as his legal, financial and accounting expertise. Mr. Haughey is the current Chair of the Board’s Audit and Finance Committee and qualifies as an audit committee financial expert. He is also a member of the Board’s Nominating and Corporate Governance Committee. Nikhil Lalwani, 46, has served as ANI’s President and Chief Executive Officer and as a member of ANI’s board since September 2020. Prior to joining ANI in September 2020, Mr. Lalwani was Chief Executive Officer of the India Rx Business at Cipla Ltd. (NSE: CIPLA), a global pharmaceutical company, from April 2020 to August 2020, Chief Executive Officer of Cipla USA from April 2017 to April 2020, Chief Executive Officer of InvaGen, a subsidiary of Cipla Ltd., from April 2016 to April 2020, as well as other leadership roles at Cipla, including Head of US Strategy, M&A and Integration, and Head of Cipla’s Global Respiratory business. In these roles, Mr. Lalwani developed and executed multi-year strategic growth plans for key products and facilitated successful acquisitions as Cipla entered the specialty pharmaceutical space. Prior to Cipla, Mr. Lalwani was an Associate Partner with McKinsey & Company serving pharmaceutical and healthcare companies across the world, and an engineer with Medtronic. Mr. Lalwani holds a B.S. in Electrical Engineering from Georgia Institute of Technology and an M.B.A. from the Wharton School at the University of Pennsylvania. Mr. Lalwani is qualified to serve on our Board based on his extensive experience as an executive in the pharmaceutical industry and his position as President and Chief Executive Officer of ANI. As a member of the executive team of the Company, Mr. Lalwani serves a vital function in the link between management and the Board, enabling the Board to perform its oversight function with the benefits of management’s perspective on the business. Matthew J. Leonard, R.Ph., 58, has been a member of the Board since August 2023. Since December 2023, Mr. Leonard has served as Pfizer, Inc.'s Senior Vice President of Global Access and Value. Prior to that, he previously served as the Chief Pharmacy Strategy Officer at Capsule, a digital healthcare company focused on improving the delivery of pharmacy services, and previously served as the Executive Vice President, President North America and Global Supply Chain Officer at Covetrus. Prior to Covetrus, Mr. Leonard spent 24 years in a variety of leadership roles with CVS Health, most recently as Executive Vice President, Pharmaceutical Contracting, Purchasing and Managed Care. He also served as Chairman of the Board and President at Red Oak Sourcing, LLC, the joint venture between CVS Health and Cardinal Health, where he was responsible for securing an $8 billion portfolio of generic drugs. Mr. Leonard holds a B.S. in Pharmacy from the University of Rhode Island and is a Registered Pharmacist in the State of Rhode Island. Mr. Leonard is qualified to serve on our Board because of his extensive executive leadership experience in the pharmaceutical and pharmacy services industries. Mr. Leonard is currently a member of the Board’s Audit and Finance Committee and a member of the Board’s Nominating and Corporate Governance Committee. Antonio R. Pera, 66, has served as a director since August 2020. Mr. Pera served as President of Par, the fifth-largest generic manufacturer in the United States, which is now part of Endo International, plc, from December 2013 until his retirement in August 2019. Prior to Par, Mr. Pera held leadership positions at AmerisourceBergen, American Pharmaceuticals Partners, Bedford Laboratories, a division of Ben Venue Laboratories, and Baxter Healthcare. His breadth of experience spans sales, marketing, supply chain operations, and licensing, and he has played a pivotal role in the successful growth and commercialization efforts at several successful pharma entities. Mr. Pera holds a B.S. in Business Administration from the University of Illinois at Urbana-Champaign and an M.B.A. from DePaul University. Mr. Pera is qualified to serve on our Board based on his significant leadership experience and his knowledge of the pharmaceutical industry. Mr. Pera is the current Chair of the Board’s Compensation Committee. Muthusamy Shanmugam, 56, has served as a director and as Head of Research & Development and Chief Operating Officer, Novitium Operations since November 2021. Mr. Shanmugam has over three decades of experience in the pharmaceutical industry, most recently serving as President of Novitium from 2016 to November 2021. Mr. Shanmugam began his career as a formulation scientist at Kali Laboratories, Inc. and grew to become a leading formulation development scientist in the generic drug industry. Prior to co-founding Novitium, Mr. Shanmugam also held positions at Par and Novel Laboratories, Inc. Mr. Shanmugam is a director and founder of Nuray Chemicals Private Limited and Sthree Chemicals Private Limited, both located in India and engaged in manufacturing of active pharmaceutical ingredients, and is a director and founder of SS Pharma LLC, which acts as a U.S. agent for sales of active pharmaceutical ingredients. Mr. Shanmugam is also a director and founder of Scitus Pharma Services Pvt Ltd, a clinical research organization also located in India. Mr. Shanmugam obtained his M.S. in Industrial Pharmacy from the Tamil Nadu Dr. M.G.R. Medical University and is a registered pharmacist in the state of New York. Mr. Shanmugam is qualified to serve on our Board based on his extensive experience in the pharmaceutical industry and his leadership of Novitium and his current leadership at the Company in R&D and Operations.
Information Regarding Director Nominees
Renee P. Tannenbaum, Pharm.D., 72, has served as a director since March 2022. Dr. Tannenbaum currently serves as a strategic advisor for several biopharmaceutical and device companies and serves as a director to Cardiff Oncology, Inc. and a board advisor to Aerami Therapeutics, Inc. Since March 2024, Dr. Tannenbaum has served as Head of Corporate Development for Bench International, an executive search firm focused on biotech and life sciences. Previously, she served as Vice President of Global Partnering at Halozyme, Inc. from August 2016 to July 2021, where she was responsible for leading the team that executed business development activities and the company’s alliances through partnerships and collaborations. Prior to that, Dr. Tannenbaum was Head of Global Customer Excellence at AbbVie from October 2012 to January 2016, where she was responsible for building commercial capabilities for the organization. Dr. Tannenbaum has served as a director at U.S. publicly traded companies, including most recently Zogenix, Inc., foreign publicly traded companies Nordic Nanovector ASA, Sharps Compliance Inc., and Cipher Pharmaceuticals, Inc., and Immune Pharmaceuticals, Inc., a privately held company. Dr. Tannenbaum received her Doctor of Pharmacy degree from the Philadelphia College of Pharmacy and Sciences, her M.B.A. from Temple University, and her B.S. in Pharmacy from the University of Connecticut. Dr. Tannenbaum is qualified to serve on our Board based on her extensive executive leadership experience in the pharmaceutical and biopharmaceutical industries and her current and past experience as a director of several U.S. and foreign public companies. Dr. Tannenbaum is currently a member of the Board's Compensation Committee and a member of the Board’s Nominating and Corporate Governance Committee. Jeanne A. Thoma, 64, has served as a director since August 2020. Since December 2020, Ms. Thoma has served as a director of Avid Bioservices, Inc. In November 2021, Ms. Thoma joined the Board of Nanoform Finland Oyj, a producer of nanoformed drug particles. In January 2022, Ms. Thoma joined the Board of Pharmathen Global B.V. Previously, Ms. Thoma was on the Board of Vectura Group plc. from December 2020 until the sale of the company in October 2021. From January 2017 to October 2020, Ms. Thoma was the President and Chief Executive Officer of SPI Pharma Inc., a global pharmaceuticals ingredients company which manufactures actives, excipients, and drug delivery systems. From January 2015 to December 2016, Ms. Thoma worked as an independent consultant to technology and specialty chemicals companies. Previously, Ms. Thoma worked for Lonza AG, a Switzerland-based biotech company, where she held positions of increasing responsibility, including President and Chief Operating Officer of the Microbial Control Business Sector. Prior to joining Lonza in 2004, Ms. Thoma spent 14 years at BASF Corp. in the Pharma Solutions business where she held various leadership positions in Sales, Marketing and Operations. Ms. Thoma holds a B.S. from Montclair State University and an M.B.A. from Fairleigh Dickinson University. Ms. Thoma is qualified to serve on our Board based on her extensive leadership experience in the pharmaceutical industry. Ms. Thoma is currently a member of the Board’s Audit and Finance Committee and a member of the Board's Compensation Committee. Patrick D. Walsh, 63, has served as a director since May 2018 and has been Chairman of the Board since June 2020. He also served as interim Chief Executive Officer of ANI from May 2020 to September 2020. In March 2021, Mr. Walsh was appointed as Chairman and Chief Executive Officer of Alcami, a global pharmaceutical contract development and manufacturing organization. He retired as CEO in June 2023 but still serves as Chairman. Mr. Walsh co-founded TriPharm Services, an injectable manufacturing business which was acquired by Alcami, and served as its Chief Executive Officer from May 2019 to April 2020. From 2015 to February 2019, Mr. Walsh was the Chief Executive Officer of Avista Pharma, a private equity-backed global provider of contract manufacturing, development and analytical testing services that was acquired by Cambrex. Mr. Walsh’s earlier career includes serving as Chief Executive Officer of AAIPharma Services Corporation in Wilmington, North Carolina, a global provider of contract manufacturing services that was acquired in 2014, as Chief Executive Officer of Kadmus Pharma, which was acquired by Organon Pharma, and also serving as President and Chief Operating Officer and board member of publicly-traded Gensia-Sicor, which was acquired by Teva. Mr. Walsh currently serves as an independent director of Industria Chemica Emiliano (I.C.E), a private-equity backed specialty chemical company based in Milan, Italy. Mr. Walsh is an Operating Partner (part-time) at healthcare private equity firm Ampersand Capital located in Wellesley, MA and is also Chairman and founder of Diligence Group LLC based in Durham, North Carolina. Mr. Walsh’s prior board of director experience includes serving as Chairman of private equity backed Brammer Bio, an independent director at Landec, Avid Bioservices, Medpharm Ltd. and he has previously served as a director in numerous biotechnology and healthcare organizations over the course of his 40-plus year career. Mr. Walsh is qualified to serve on our Board because of his extensive experience at pharmaceutical manufacturing and development organizations and his significant prior experience as an independent director.
Director Compensation
Director Compensation The Company's non-employee directors received the following compensation program. Annual Cash Compensation. In 2023, the Company’s non-employee directors received an annual cash retainer of $59,250. The Chair of the Board also received an additional annual retainer of $42,500. Chairs of the Audit and Finance, Compensation, and Nominating and Corporate Governance Committees received additional annual retainers of $25,000, $20,000 and $15,000, respectively. Members of Audit and Finance, Compensation, Nominating and Corporate Governance Committees (other than the Chair) received further annual retainers of $12,500, $10,000 and $7,500, respectively. Directors did not receive any meeting fees. Annual Equity Awards. The non-employee directors also receive an annual restricted stock award upon re-election to the board equal to a grant date fair value of $290,000. In May 2023, the Board approved equity grants to the current non-management directors of 6,865 shares of restricted common stock. The grants of restricted common stock to incumbent non-employee directors will vest on the first anniversary of the grant date. Equity Awards for New Directors. New directors receive a grant of restricted stock with an aggregate grant date fair value of $435,000 which vest in three equal installments on the first, second and third anniversary of appointment to the Board. The following table sets forth certain information with respect to the compensation paid or awarded by the Company to its non-employee directors who served for some portion or all of the fiscal year ended December 31, 2023.
Director Compensation
| Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3)(4) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | Total ($) | | Patrick Walsh(5) | 101,750 | 320,458 | — | — | — | 422,208 | | Robert Brown, Jr.(5), (6) | 56,006 | — | — | — | — | 56,006 | | Thomas Haughey | 91,750 | 320,458 | — | — | — | 412,208 | | Matthew Leonard | 6,601 | 464,155(7) | — | — | — | 470,756 | | David Nash(5) | 86,750 | 320,458 | — | — | — | 407,208 | | Antonio Pera | 72,794 | 320,458 | — | — | — | 393,252 | | Renee Tannenbaum | 71,908 | 320,458 | — | — | — | 392,366 | | Jeanne Thoma | 75,294 | 320,458 | — | — | — | 395,752 |
Director Compensation
__________________________ (1)Muthusamy Shanmugam, our Head of Research and Development and Chief Operating Officer of New Jersey Operations, does not receive additional compensation for his services as a director and thus is not included on this table. Nikhil Lalwani, our President and Chief Executive Officer, does not receive additional compensation for his services as a director and thus is not included on this table. Mr. Lalwani’s compensation as an executive officer is disclosed in the Summary Compensation Table of the Compensation Discussion and Analysis. (2)Non-employee directors received an annual retainer fee plus any additional annual fees due for service on our committees or as our Chair of the Board in the amounts described above under “Annual Cash Compensation” above. (3)The amounts shown in this column reflect the aggregate grant date fair value of the restricted stock awards calculated in accordance with FASB ASC Topic 718. See Note 13 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for further information about the assumptions underlying the calculations made with respect to the restricted stock grants noted in this table. (4)Our non-employee directors who served in 2023 held the following number of unexercised stock options and unvested shares of restricted stock as of December 31, 2023.
Director Compensation
| Name | Stock Options Outstanding | Unvested Shares of Restricted Stock | | Patrick Walsh | 4,634 | 6,865 | | Robert Brown, Jr. | 14,802 | — | | Thomas Haughey | 4,634 | 6,865 | | Matthew Leonard | — | 7,583 | | David Nash | 4,634 | 6,865 | | Antonio Pera | 16,024 | 6,865 | | Renee Tannenbaum | — | 15,763 | | Jeanne Thoma | 16,024 | 6,865 |
Director Compensation
(5)Cash compensation payable to Mr. Brown for his services on the Board was remitted directly to his employer, MVP Management Company. Cash compensation payable to Dr. Nash for his services on the Board is remitted directly to his employer, Thomas Jefferson University. Cash compensation payable to Mr. Walsh for his services on the Board is remitted directly to Diligence Team, LLC. (6)Mr. Brown decided not to stand for re-election to the board in May 2023, so his term as director ended in May 2023. (7)Grant date value calculated based on the closing market price per share on the date of grant of $61.21. Award amount calculated based on 30-day volume-weighted average price of $57.36. The Company is also obligated to indemnify and may advance the payment of certain expenses for its directors in certain circumstances under Delaware law and pursuant to the Company’s governance documents. Non-management directors receive no other form of remuneration, perquisites or benefits but are reimbursed for their expenses in attending meetings.
2023 Executive Compensation Overview
| Base Salary | The Compensation Committee, after considering the market practice survey data of our peer group provided by our independent compensation consultant, increased the base salaries for each of our NEOs ranging from 0% to 4% for 2023. | | Annual Incentives | For 2023, the Compensation Committee approved an Executive Incentive Bonus Plan (the “Bonus Plan”) that incorporates financial and strategic performance goals. The CEO’s annual incentive is based 100% on corporate performance and the other NEOs are based on corporate performance and functional/group performance. Based on the Company’s performance results for 2023, as well as functional/group performance, bonus payouts ranged between 191% and 200% of target opportunities. | | Long-Term Incentives | For 2023, the Compensation Committee included the use of performance-based restricted stock units (“PSUs”) for the first time and approved long-term equity grants to the NEOs for 2023. The Compensation Committee approved target long-term equity incentives using a mix of 25% PSUs and 75% time-based restricted stock awards (“RSAs”) for all of the NEOs. PSUs may be earned based on the achievement of two different performance metrics — Adjusted EBITDA Growth and relative Total Shareholder Return (“TSR”). |
The Role of the Independent Compensation Consultant
The Role of the Independent Compensation Consultant The Compensation Committee engages an independent compensation consultant to provide expertise on competitive pay practices, program philosophy and design. Pursuant to authority granted to it under its charter, the Compensation Committee has hired Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent consultant. Pearl Meyer reports directly to the Compensation Committee and does not provide any additional services to management. The Compensation Committee has conducted an independence assessment of Pearl Meyer in accordance with NASDAQ rules and did not find any conflict of interest.
Fiscal 2023 Peer Group
Fiscal 2023 Peer Group The Compensation Committee strives to set a competitive level of total compensation for each NEO as compared with executive officers in similar positions at peer companies. In setting 2023 target compensation levels for the NEOs, the Company used the peer group detailed below. This peer group was determined by the Compensation Committee based on an in-depth review by its independent compensation consultant, which included an assessment of potential comparators to evaluate the degree to which the current peers have kept pace with the Company’s growth and evolution and an examination of the broader marketplace to identify appropriate and relevant additions to the peer group. In conjunction with the recommendation of its independent compensation consultant, the Compensation Committee used a combination of proxy peer group and industry compensation surveys to identify competitive market compensation practices and the Company’s overall competitive position. Selection criteria for determining the Company’s compensation peer group generally includes biotechnology and pharmaceutical companies with revenues ranging from 1/3 to 3x the size of the Company, including a review of other key financial metrics important to this industry including market cap, enterprise value, and profitability. After this in-depth analysis, and at the recommendation of Pearl Meyer, the Compensation Committee approved the following peer group made up of 17 companies.
Fiscal 2023 Peer Group
| 2023 Peer Group | | | | Amphastar Pharmaceuticals, Inc. | Eagle Pharmaceuticals, Inc. | Pacira BioSciences, Inc. | | BioCryst Pharmaceuticals, Inc. | Insmed Incorporated | PTC Therapeutics, Inc. | | Catalyst Pharmaceuticals, Inc. | Intercept Pharmaceuticals, Inc. | Supernus Pharmaceuticals, Inc. | | Coherus BioSciences, Inc. | Ironwood Pharmaceuticals, Inc. | Travere Therapeutics, Inc. | | Collegium Pharmaceutical, Inc. | Lannett Company, Inc. | Vanda Pharmaceuticals Inc. | | Corcept Therapeutics Incorporated | Myriad Genetics, Inc. | |
Executive Incentive Bonus Plan
Executive Incentive Bonus Plan The Executive Incentive Bonus Plan (the “Bonus Plan”) provides for the payment of annual cash incentive awards to eligible participants. The purpose of the Bonus Plan is to motivate and reward eligible officers and employees of the Company, including the NEOs, for their contributions toward the achievement of certain corporate and/or functional performance goals. Each NEO’s target award opportunity is based on a percentage of their base salary. Actual award payouts are based on performance results and cannot exceed 200% of target award opportunity. Target award opportunities for 2023 are outlined below:
Executive Incentive Bonus Plan
| Name | Base Salary | Target Incentive Opportunity (% of Salary) | Cash Target Bonus Opportunity ($) | | Nikhil Lalwani | $772,335 | 100% | $772,335 | | Stephen P. Carey | $509,850 | 60% | $305,910 | | Chad Gassert | $432,600 | 50% | $216,300 | | Ori Gutwerg | $449,904 | 50% | $224,952 | | Christopher K. Mutz | $428,480 | 50% | $214,240 |
Executive Incentive Bonus Plan
For 2023, actual award payouts were based on the achievement of predetermined financial and strategic corporate and/or functional performance objectives as approved by the Compensation Committee. The CEO’s award is 100% based on corporate performance and the other NEOs are based on corporate performance, as well as results in their respective functional/group areas as shown in the table below.
Executive Incentive Bonus Plan
| Level | Corporate Performance | Functional / Business Unit Performance | | CEO | 100% | — | | Other NEOs | 70% | 30% |
Corporate Performance Results
| Weighting | Assessment Results / Achievements | Payout Factor (% of Target) | | 50% | •Revenues of $486.8 million •Adjusted Non-GAAP EBITDA of $133.8 million | 200% |
Functional Performance Results
| Name | Cash Target Bonus Opportunity ($) | Corporate Performance Achievement | Corporate Performance Weight | Functional Performance Achievement | Functional Performance Weight | Actual Cash Incentive Payout (% of Target) | Actual Cash Incentive Payout ($) | | Nikhil Lalwani | $772,335 | 200% | 100% | — | — | 200% | $1,544,670 | | Stephen P. Carey | $305,910 | 200% | 70% | 170% | 30% | 191% | $584,289 | | Chad Gassert | $216,300 | 200% | 70% | 170% | 30% | 191% | $413,133 | | Ori Gutwerg | $224,952 | 200% | 70% | 200% | 30% | 200% | $449,904 | | Christopher K. Mutz | $214,240 | 200% | 70% | 200% | 30% | 200% | $428,480 |
Long-Term Incentive Program
Long-Term Incentive Program
2023 Equity Awards
2023 Equity Awards In furtherance of our pay for performance philosophy and culture, we grant equity awards to our NEOs on an annual basis. As part of the annual review cycle, our Compensation Committee implemented the use of PSUs for the first time and approved a grant of 25% PSUs, which cliff vest after three years and 75% restricted stock that vests annually over four years, subject to continued employment. Factors used to determine the size of these awards included with no particular weighting: (i) the responsibilities, past performance, and anticipated future contributions of the NEO; (ii) the competitiveness of the NEO’s overall compensation package with reference to peer group practices; (iii) the NEO’s existing equity holdings; (iv) the extent to which these holdings are vested; (v) the recommendations of our CEO (other than with respect to his own grant); and (vi) our “burn rate” relative to our industry burn rate guidelines, per certain stockholder and proxy advisor methodologies. The following table summarizes the number of shares and value of the restricted stock awards and PSUs granted to the NEOs in 2023:
2023 Equity Awards
| | Restricted Stock Awards | | Performance Stock Units | | | | Name | Shares (#) | Fair Market Value at Grant ($) | Shares (#) | Fair Market Value at Grant ($) | Total Value at Grant ($) | | Nikhil Lalwani | 95,530 | $3,996,975 | 31,843 | $1,759,167 | $5,756,142 | | Stephen P. Carey | 24,316 | $1,017,381 | 8,105 | $447,761 | $1,465,142 | | Chad Gassert | 17,369 | $726,719 | 5,789 | $319,813 | $1,046,532 | | Ori Gutwerg | 17,369 | $726,719 | 5,789 | $319,813 | $1,046,532 | | Christopher K. Mutz | 17,369 | $726,719 | 5,789 | $319,813 | $1,046,532 |
2023 Equity Awards
The 2023 PSUs are 50% based on performance against our three-year Adjusted EBITDA Year-on-Year Growth Rate, and the remaining 50% are based on our three-year relative TSR against the constituents of the S&P 600 Pharmaceuticals, Biotechnology and Life Sciences Index. Performance will be measured from January 1, 2023 to December 31, 2025, and the PSUs will cliff vest following the end of the performance period upon the Compensation Committee’s certification of actual results. The PSUs have a threshold payout of 50% of target and a maximum payout of 200% of target, and the payout for the relative TSR PSUs will be capped at target if our stock price performance is negative over the performance period.
Termination and Change of Control Benefits
Termination and Change of Control Benefits Our Compensation Committee believes that reasonable severance payments and benefits are necessary to attract and retain executives and are important in incentivizing them to pursue a change in control transaction if it is in the best interest of our stockholders, even if it creates uncertainty for them. As such, and consistent with peer practices, we have termination and change in control provisions in the employment agreements that we have entered into with each of our NEOs. Our “double-trigger” provisions in the employment agreements preserve morale and productivity, and encourage executive retention in the event of a change in control. They are also designed to (i) provide reasonable compensation to executive officers who leave our Company under certain circumstances to facilitate their transition to new employment, and (ii) require a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits. For information regarding the change in control benefits for our NEOs, please refer to the section of this Proxy Statement titled “Potential Payments Upon Termination or Change of Control.”
Summary Compensation Table
Summary Compensation Table The following table sets forth information with respect to the compensation earned or awarded by the Company to its named executive officers (“NEOs”) for each of the last three or fewer fiscal years in which they were a NEO.
Summary Compensation Table
| Name and Principal Position(1) | Year | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4) | Option Awards ($)(5) | Non-Equity Incentive Plan Compensation($)(6) | All Other Compensation ($)(7) | Total ($) | | Nikhil Lalwani President and Chief Executive Officer | 2023 | 764,341 | — | 5,756,142 | — | 1,544,670 | 13,200 | 8,078,353 | | | 2022 | 736,812 | — | 3,806,102 | — | 556,973 | 12,200 | 5,112,087 | | | 2021 | 715,347 | — | 4,369,205 | — | 1,442,000 | 14,508 | 6,541,060 | | Stephen P. Carey Senior Vice President and Chief Financial Officer | 2023 | 509,857 | — | 1,465,142 | — | 584,289 | 16,800 | 2,576,088 | | | 2022 | 505,859 | — | 1,288,585 | — | 229,432 | 15,708 | 2,039,584 | | | 2021 | 491,319 | — | 1,743,585 | — | 594,000 | 21,650 | 2,850,554 | | Chad Gassert Senior Vice President, Corporate Development and Strategy | 2023 | 429,223 | — | 1,046,532 | — | 413,133 | 7,355 | 1,896,243 | | Ori Gutwerg Senior Vice President, Generics | 2023 | 445,254 | — | 1,046,532 | — | 449,904 | — | 1,941,690 | | | 2022 | 429,217 | — | 739,041 | — | 194,670 | — | 1,362,928 | | | 2021 | 355,385 | 134,000 | 406,441 | 402,152 | 221,359 | — | 1,519,337 | | Christopher K. Mutz Senior Vice President, Head of Rare Disease | 2023 | 424,050 | — | 1,046,532 | — | 428,480 | 15,389 | 1,914,451 | | | 2022 | 408,772 | — | 739,041 | — | 144,200 | 12,200 | 1,304,213 | | | 2021 | 338,462 | — | 508,060 | 502,697 | 247,482 | 9,231 | 1,605,932 |
Summary Compensation Table
__________________________ (1)Messrs. Gutwerg and Mutz commenced employment with us on February 15, 2021. Mr. Gassert commenced employment with us on November 19, 2021 and became an NEO in 2023. (2)This column represents base salary earned and reflects pro-rated base salaries from February 15, 2021 through December 31, 2021 for Messrs. Gutwerg and Mutz. (3)The amount for 2021 for Mr. Gutwerg includes a signing bonus of $134,000 pursuant to his employment agreement. (4)Amounts in this column reflect the aggregate grant date fair value of restricted stock awards and PSUs computed in accordance with FASB ASC Topic 718 granted during the applicable period, as discussed in Note 13 of our notes to consolidated financial statements contained in our annual report on Form 10-K for the year ended December 31, 2023. The grant date fair value of each restricted stock award is measured based on the closing price of the Company’s common stock on the date of grant. The performance-based PSUs are measured based on the closing price of the Company's common stock on the date of grant. The TSR PSUs have a grant date fair value of $68.65, as calculated using a Monte Carlo simulation model. (5)Amounts in this column reflect the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718 granted during the applicable period, as discussed in Note 13 of our notes to consolidated financial statements contained in our annual report on Form 10-K for the year ended December 31, 2023. The grant date fair value of the options was determined using the Black-Scholes option pricing model based on the fair market value on the date of grant. (6)This column represents the earned cash incentive opportunity paid to each NEO in recognition of performance in the fiscal year provided. (7)Represents (i) 401(k) matching contributions by the Company, and (ii) for Mr. Carey, Mr. Gassert, and Mr. Mutz, Company reimbursement of term life insurance policy pursuant to their employment agreements, in the following amounts for the fiscal years 2023, 2022, and 2021:
Summary Compensation Table
| Name | Year | 401(k) Contribution ($) | Life Insurance Reimbursement ($) | | Nikhil Lalwani | 2023 | 13,200 | — | | | 2022 | 12,200 | — | | | 2021 | 14,508 | — | | Stephen P. Carey | 2023 | 13,200 | 3,600 | | | 2022 | 12,200 | 3,508 | | | 2021 | 17,072 | 4,578 | | Chad Gassert | 2023 | 6,356 | 999 | | Ori Gutwerg | 2023 | — | — | | | 2022 | — | — | | | 2021 | — | — | | Christopher K. Mutz | 2023 | 13,200 | 2,189 | | | 2022 | 12,200 | — | | | 2021 | 9,231 | — |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information regarding each grant of an award made to each NEO for the fiscal year ended December 31, 2023.
Grants of Plan-Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Approval Date or Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold | Target | Maximum | | | | Nikhil Lalwani | | — | 772,335 | 1,544,670 | | | | | | | | 02/28/2023(1) | | | | | | | 95,530 | 3,996,975 | | | 02/28/2023(2) | | | | 15,921 | 31,843 | 63,686 | 31,843 | 1,759,167 | | Stephen P. Carey | | — | 305,910 | 611,820 | | | | | | | | 02/28/2023(1) | | | | | | | 24,316 | 1,017,381 | | | 02/28/2023(2) | | | | 4,052 | 8,105 | 16,210 | 8,105 | 447,761 | | Chad Gassert | | — | 216,300 | 432,600 | | | | | | | | 02/28/2023(1) | | | | | | | 17,369 | 726,719 | | | 02/28/2023(2) | | | | 2,894 | 5,789 | 11,578 | 5,789 | 319,813 | | Ori Gutwerg | | — | 224,952 | 449,904 | | | | | | | | 02/28/2023(1) | | | | | | | 17,369 | 726,719 | | | 02/28/2023(2) | | | | 2,894 | 5,789 | 11,578 | 5,789 | 319,813 | | Christopher K. | | — | 214,240 | 428,480 | | | | | | | Mutz | 02/28/2023(1) | | | | | | | 17,369 | 726,719 | | | 02/28/2023(2) | | | | 2,894 | 5,789 | 11,578 | 5,789 | 319,813 |
Grants of Plan-Based Awards
__________________________ (1)The row represents restricted stock awards, which vest in four equal annual installments on the first four anniversaries of their grant dates. For additional detail on the grant date fair value, see footnote 4 to the Summary Compensation Table above. (2)The row represents PSUs, which have a threshold payout of 50% of target and a maximum payout of 200% of target and may be earned based on the achievement of two different performance metrics — Adjusted EBITDA Growth and relative TSR, and will cliff vest at the end of the three-year performance period from January 1, 2023 through December 31, 2025. For additional detail on the grant date fair value, see footnote 4 to the Summary Compensation Table above.
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table The following table sets forth information regarding the exercise of options and the vesting of stock awards on an aggregated basis during the fiscal year ended December 31, 2023 for each NEO as provided.
Option Exercises and Stock Vested Table
| | 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 ($) | | Nikhil Lalwani | 11,616 | 373,222 | 74,602 | 3,207,131 | | Stephen P. Carey | — | — | 37,962 | 1,517,343 | | Chad Gassert | — | — | — | — | | Ori Gutwerg | 13,502 | 436,250 | 9,703 | 431,778 | | Christopher K. Mutz | — | — | 10,509 | 468,080 |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding each unexercised stock option or unvested stock award held by our NEOs as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year-End
| Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Nikhil Lalwani | 9/8/2020 | 123,116 | 44,911(1) | — | 29.00 | 9/7/2030 | — | — | | | 9/8/2020 | — | — | — | — | — | 7,127(2) | 392,983 | | | 3/23/2021 | — | — | — | — | — | 68,248(2) | 3,763,195 | | | 3/24/2022 | — | — | — | — | — | 75,042(2) | 4,137,816 | | | 4/27/2022 | — | — | — | — | — | 25,014(2) | 1,379,272 | | | 2/28/2023 | — | — | — | — | — | 95,530(2) | 5,267,524 | | | 2/28/2023 | — | — | — | — | — | 31,843(3) | 3,511,646 | | Stephen P. Carey | 5/6/2016 | 50,000 | — | — | 46.49 | 5/5/2026 | — | — | | | 3/31/2017 | 13,250 | — | — | 49.51 | 3/30/2027 | — | — | | | 4/6/2018 | 9,600 | — | — | 57.06 | 4/5/2028 | — | — | | | 3/28/2019 | 15,064 | — | — | 66.39 | 3/27/2029 | — | — | | | 4/10/2020 | — | — | — | — | — | 9,942(2) | 548,202 | | | 3/23/2021 | — | — | — | — | — | 27,236(2) | 1,501,793 | | | 3/24/2022 | — | — | — | — | — | 25,407(2) | 1,400,942 | | | 4/27/2022 | — | — | — | — | — | 8,469(2) | 466,981 | | | 2/28/2023 | — | — | — | — | — | 24,316(2) | 1,340,784 | | | 2/28/2023 | — | — | — | — | — | 8,105(3) | 893,819 | | Chad Gassert | 2/28/2023 | — | — | — | — | — | 17,369(2) | 957,727 | | | 2/28/2023 | — | — | — | — | — | 5,789(3) | 638,411 | | Ori Gutwerg | 2/15/2021 | 13,502 | 13,504(1) | — | 31.49 | 2/14/2031 | — | — | | | 2/15/2021 | — | — | — | — | — | 6,454(2) | 355,874 | | | 3/24/2022 | — | — | — | — | — | 14,571(2) | 803,445 | | | 4/27/2022 | — | — | — | — | — | 4,857(2) | 267,815 | | | 2/28/2023 | — | — | — | — | — | 17,369(2) | 957,727 | | | 2/28/2023 | — | — | — | — | — | 5,789(3) | 638,411 | | Christopher K. Mutz | 2/15/2021 | 16,878 | 16,880(1) | — | 31.49 | 2/14/2031 | — | — | | | 2/15/2021 | — | — | — | — | — | 8,068(2) | 444,870 | | | 3/24/2022 | — | — | — | — | — | 14,571(2) | 803,445 | | | 4/27/2022 | — | — | — | — | — | 4,857(2) | 267,815 | | | 2/28/2023 | — | — | — | — | — | 17,369(2) | 957,727 | | | 2/28/2023 | — | — | — | — | — | 5,789(3) | 638,411 |
Outstanding Equity Awards at Fiscal Year-End
__________________________ (1)Represents stock options that will vest in four equal installments on the first four anniversaries of the grant dates. (2)Represent awards of restricted stock that vest in four equal installments on the first four anniversaries of the grant dates. The market value of the restricted stock is calculated by multiplying the number of shares by $55.14, the closing market price of the Company’s common stock on December 29, 2023, the last trading day of 2023. (3)Represents awards of PSUs, which have a threshold payout of 50% of target and a maximum payout of 200% of target and may be earned based on the achievement of two different performance metrics — Adjusted EBITDA Growth and relative Total Shareholder Return (“TSR”), and will cliff vest at the end of the three-year performance period from January 1, 2023 through December 31, 2025. The market value of the PSUs is calculated by multiplying the number of PSUs granted multiplying by 200%, the maximum percentage of PSUs that can vest, by $55.14, the closing market price of the Company’s common stock on December 29, 2023, the last trading day of 2023.
Payments upon Termination or Change in Control
Payments upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The following table summarizes the approximate value of the potential benefits each of our NEOs would receive in connection with a termination of employment on December 31, 2023, the last business day of our 2023 fiscal year, including the approximate value of the accelerated vesting of the equity awards that each NEO would receive upon (i) a termination by the Company without good cause or resignation for good reason (a “Qualifying Termination”) not in connection with a change in control and (ii) a Qualifying Termination in connection with or within 24 months following a change in control (the “CIC Period”). For clarity, the table below does not include the value attributable to certain awards that may become vested or partially vested outside of a Qualifying Termination. The value of each NEO’s accelerated equity awards is based upon the closing market price per share of our common stock of $55.14 as of December 29, 2023. These benefits are in addition to benefits available generally to salaried employees. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different from those estimated below. Factors that could affect these amounts include the timing during the year of any such event and our valuation at that time. There can be no assurance that a termination or change of control would produce the same or similar results as those described below if any assumption used to prepare this information is not correct in fact.
Potential Payments Upon Termination or Change in Control
| Name(6) | Base Salary Continuation(1) ($) | Bonus Payments(2) ($) | Benefits Continuation(3) ($) | Outplacement Services ($) | Equity Awards(4)(5) ($) | Total ($) | | Nikhil Lalwani | | | | | | | | Qualifying Termination | 1,544,670 | 4,634,010 | 45,000 | — | 12,227,184 | 18,450,864 | | Qualifying Termination within CIC Period | 2,317,005 | 6,178,680 | 90,000 | 10,000 | 17,870,511 | 26,466,196 | | Stephen P. Carey | | | | | | | | Qualifying Termination | 509,850 | 1,223,640 | 30,000 | — | 5,407,520 | 7,171,010 | | Qualifying Termination within CIC Period | 1,019,700 | 1,835,460 | 60,000 | 10,000 | 5,705,460 | 8,630,620 | | Chad Gassert | | | | | | | | Qualifying Termination | 432,600 | 865,200 | 30,000 | — | 345,834 | 1,673,634 | | Qualifying Termination within CIC Period | 865,200 | 1,297,800 | 60,000 | 10,000 | 1,276,932 | 3,509,932 | | Ori Gutwerg | | | | | | | | Qualifying Termination | 449,904 | 899,808 | 30,000 | — | 1,040,516 | 2,420,228 | | Qualifying Termination within CIC Period | 899,808 | 1,349,712 | 60,000 | 10,000 | 3,023,384 | 5,342,904 | | Christopher K. Mutz | | | | | | | | Qualifying Termination | 428,480 | 856,960 | 30,000 | — | 1,124,921 | 2,440,361 | | Qualifying Termination within CIC Period | 856,960 | 1,285,440 | 60,000 | 10,000 | 3,192,235 | 5,404,635 |
Potential Payments Upon Termination or Change in Control
(1)Assumes base salary amount in effect on December 31, 2023, payable over the severance term, 2 years (3 years within CIC period) for Mr. Lalwani and 1 year (2 years within CIC period) for all other NEOs. (2)Assumes a full year prorated bonus for 2023, assuming maximum performance at 200% of target level, plus a maximum bonus amount for 2023, at 200% of target level, for each of the years in the applicable severance term, 2 years (3 years within CIC period) for Mr. Lalwani and 1 year (2 years within CIC period) for all other NEOs. (3)The benefit continuation amount assumes COBRA premium reimbursement at an estimated cost of $2,500 per month, payable over the applicable severance term for the NEO. (4)The value for stock option awards is calculated by multiplying the number of unvested shares that would be subject to accelerated vesting by the difference between the closing price per share of our common stock of $55.14 on December 29, 2023 and the exercise price of the applicable stock option. No value was attributed for underwater stock options. The value for restricted stock is calculated by multiplying the number of unvested shares that would be subject to accelerated vesting by the price per share of our common stock of $55.14 on December 29, 2023. (5)The value for PSUs for a Qualifying Termination is calculated assuming target level performance, prorated for the performance period, or one third of the total PSUs granted multiplied by the price per share of our common stock of $55.14 on December 29, 2023. The value for PSUs for a Qualifying Termination within the CIC Period is calculated assuming target level performance, with full acceleration, or 100% of the total PSUs granted multiplied by the price per share of our common stock of $55.14 on December 29, 2023. (6)To the extent the amounts paid to Messrs. Lalwani, Gassert, Gutwerg, and Mutz are subject Sections 280G and 4999 of the Code, the amounts will be reduced as necessary to provide the respective NEO with the greatest after-tax benefit. To the extent amounts paid to Mr. Carey is subject to Section 280G and 4999 of the Code, he is eligible for a one-time gross up payment on any applicable excise taxes, assuming the highest applicable tax rate.
CEO Pay Ratio
CEO Pay Ratio Under SEC rules, we are required to disclose the ratio of our CEO’s annual total compensation to the median of the annual total compensation of all our other employees. We determined that the 2023 median of the annual total compensation of all our employees who were employed as of December 31, 2023, other than our CEO, Nikhil Lalwani, was $62,765. Mr. Lalwani’s 2023 annual total compensation was $8,078,353 (as reported in our Summary Compensation Table above). Based on the foregoing, our estimate of the ratio of Mr. Lalwani’s annual total compensation to the median annual total compensation of all our other employees was 129 to 1. We determined there was not a significant change in our employee population or compensation arrangements that would result in a significant change in the pay ratio disclosure. As such, we use the same median employee we identified in 2022. In 2022,we determined our median employee by preparing a ranked list of our total employee population as of December 31, 2022, excluding Mr. Lalwani, consisting of 710 employees located in the United States, Canada and India. To identify the median compensated employee, we used Box 5 W-2 data, or the equivalent for employees located in Canada and India, for all individuals as of December 31, 2022, annualizing such data for those individuals employed less than the full year of 2022. We then calculated the annual compensation of the median employee using the same methodology used to calculate Mr. Lalwani’s compensation for the Summary Compensation Table. We believe that 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 and calculating the pay ratio based on that employee’s annual total compensation 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. Therefore, our ratio may not be comparable to the ratios disclosed by other companies based on a number of factors, including differences in employee populations, different geographic distributions of employees, and the nature of the companies’ businesses.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive “compensation actually paid” (“CAP”) and certain Company performance measures for the fiscal years listed below. You should refer to our Compensation Discussion & Analysis (“CD&A”) for a complete description of how executive compensation relates to Company performance measures and how the Compensation Committee makes its decisions related thereto.
Pay Versus Performance Table
Pay Versus Performance Table The following table provides the information required for our principal executive officer (“PEO”) and non-PEO NEOs for each of the fiscal years ended December 31, 2023, December 31, 2022, December 31, 2021, and December 31, 2020 along with the financial information required to be disclosed for each fiscal year:
Pay Versus Performance Table
| Year (1)(2)(3)(4) | Summary Compensation Table Total for PEO $ | Summary Compensation Table Total for Former PEO $ | Summary Compensation Table Total for Interim PEO $ | Compensation Actually Paid to PEO(5)(6) $ | Compensation Actually Paid to Former PEO(5)(6) $ | Compensation Actually Paid to Interim PEO(5)(6) $ | Average Summary Compensation Table Total for non-PEO NEOs $ | Average Compensation Actually Paid to non-PEO NEOs(5)(6) $ | Year-end value of $100 invested on December 31, 2019 in: | | Net Income (Loss) (in millions) $ | Revenue (in millions) $ | | | | | | | | | | | ANIP $ | Peer Group(7) $ | | | | 2023 | 8,078,353 | — | — | 15,160,494 | — | — | 2,082,118 | 3,244,810 | 89.41 | 91.86 | 18.8 | 486.8 | | 2022 | 5,112,087 | — | — | 4,452,988 | — | — | 1,535,136 | 1,389,338 | 65.23 | 94.77 | (47.9) | 316.4 | | 2021 | 6,541,060 | — | — | 10,473,389 | — | — | 1,927,619 | 2,846,757 | 74.72 | 139.98 | (42.6) | 216.1 | | 2020 | 3,715,036 | 857,814 | 962,213 | 3,830,533 | (2,920,400) | 627,223 | 2,429,358 | 689,160 | 47.09 | 144.89 | (22.5) | 208.5 |
Pay Versus Performance Table
__________________________ (1) The PEO in each reporting year is our current Chief Executive Officer, Nikhil Lalwani. (2) The Former PEO in 2020 is Arthur Przybyl. Mr. Przybyl served as Chief Executive Officer through May 10, 2020. (3) The Interim PEO in 2020 is Patrick Walsh. Mr. Walsh served as Interim Chief Executive Officer from May 11, 2020 until September 8, 2020 when Mr. Lalwani commenced employment as Chief Executive Officer. (4) Our non-PEO NEOs includes the following executives by year: a.2023: Stephen P. Carey, Chad Gassert, Ori Gutwerg, Christopher K. Mutz b.2022: Stephen P. Carey, James G. Marken, Ori Gutwerg, Christopher K. Mutz c.2021: Stephen P. Carey, James G. Marken, Ori Gutwerg, Christopher K. Mutz d.2020: Stephen P. Carey, James G. Marken, Robert W. Schrepfer (5) Subtractions from, and additions to, total compensation in the Summary Compensation Table (“SCT”) by year to calculate CAP include:
Pay Versus Performance Table
| | 2023 | 2022 | 2021 | 2020 | | | | | PEO ($) | PEO ($) | PEO ($) | PEO ($) | Former PEO ($) | Interim PEO ($) | | Total Compensation from SCT | $8,078,353 | $5,112,087 | $6,541,060 | $3,715,036 | $857,814 | $962,213 | | Adjustments for Equity Awards: | | | | | | | | Subtraction: Value of Stock and Option Awards reported in SCT | (5,756,142) | (3,806,102) | (4,369,205) | (3,305,805) | — | (679,308) | | Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | 8,659,248 | 5,366,964 | 6,289,690 | 3,421,302 | — | 268,765 | | Addition: Fair value at vest of awards granted and vested during the covered fiscal year | — | — | — | — | — | 205,508 | | Addition (Subtraction): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year end | 3,071,536 | (1,231,665) | 2,092,579 | — | — | — | | Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied at the end of or during the covered fiscal year | 1,107,499 | (988,296) | (80,735) | — | (3,778,214) | (129,955) | | (Subtraction): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year | — | — | — | — | — | — | | Compensation Actually Paid (as calculated) | $15,160,494 | $4,452,988 | $10,473,389 | $3,830,533 | $(2,920,400) | $627,223 |
Pay Versus Performance Table
| | 2023 | 2022 | 2021 | 2020 | | | Average of Other non-PEO NEOs ($) | Average of Other non-PEO NEOs ($) | Average of Other non-PEO NEOs ($) | Average of Other non-PEO NEOs ($) | | Total Compensation from SCT | $2,082,118 | $1,535,136 | $1,927,619 | $2,429,358 | | Adjustments for Equity Awards: | | | | | | Subtraction: Value of Stock and Option Awards reported in SCT | (1,151,185) | (881,234) | (1,147,142) | (1,637,904) | | Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | 1,731,772 | 1,242,624 | 1,739,550 | 1,007,514 | | Addition: Fair value at vest of awards granted and vested during the covered fiscal year | — | — | — | — | | Addition (Subtraction): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year end | 543,087 | (256,115) | 295,425 | (785,997) | | Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied at the end of or during the covered fiscal year | 39,018 | (251,073) | 31,305 | (323,811) | | (Subtraction): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year | — | — | — | — | | Compensation Actually Paid (as calculated) | $3,244,810 | $1,389,338 | $2,846,757 | $689,160 |
Pay Versus Performance Table
All equity valuations for each covered fiscal year are calculated in accordance with the provisions of ASC Topic 718. See Note 13 to our audited consolidated financial statements appearing in our 2023 Annual Report on Form 10-K for assumptions underlying the valuations of equity awards. (6) CAP for 2020, 2021, and/or 2022 as reflected in last year's disclosure has been adjusted to incorporate updated valuation assumptions and/or corrected vesting dates for certain equity award tranches. (7) The Peer Group is the S&P 600 Pharmaceuticals, Biotechnology and Life Sciences Index.
Pay Versus Performance: Graphical Description
Pay Versus Performance: Graphical Description The illustrations below provide a graphical description of CAP (as calculated in accordance with the SEC rules) and the following measures: •the Company’s cumulative TSR and the Peer Group’s cumulative TSR; •the Company’s Net Income; and •the Company's Revenue. CAP and Cumulative TSR / Cumulative TSR of the Peer Group
Pay Versus Performance: Graphical Description
| | 2019 | 2020 | 2021 | 2022 | 2023 | | PEO CAP | — | $3,831 | $10,473 | $4,453 | $15,160 | | Average non-PEO NEO CAP | — | $689 | $2,847 | $1,389 | $3,245 | | ANIP value of $100 Invested 12/31/19 | $100.00 | $47.09 | $74.72 | $65.23 | $89.41 | | Peer Group value of $100 Invested 12/31/19 | $100.00 | $144.89 | $139.98 | $94.77 | $91.86 |
Pay Versus Performance: Graphical Description
In thousands, CAP for our Former PEO was $(2,920) in 2020 and $0 in each of 2021, 2022 and 2023, and CAP for our Interim PEO was $627 in 2020 and $0 in each of 2021, 2022 and 2023. These values have been omitted from the chart above for ease of readability. CAP and Company Net Income
Pay Versus Performance: Graphical Description
| | 2020 | 2021 | 2022 | 2023 | | PEO CAP | $3,831 | $10,473 | $4,453 | $15,160 | | Average non-PEO NEO CAP | $689 | $2,847 | $1,389 | $3,245 | | Net Income ($Mil.) | $(23) | $(43) | $(48) | $19 |
Pay Versus Performance: Graphical Description
In thousands, CAP for our Former PEO was $(2,920) in 2020 and $0 in each of 2021, 2022 and 2023, and CAP for our Interim PEO was $627 in 2020 and $0 in each of 2021, 2022 and 2023. These values have been omitted from the chart above for ease of readability. CAP and Company Revenue
Pay Versus Performance: Graphical Description
| | 2020 | 2021 | 2022 | 2023 | | PEO CAP | $3,831 | $10,473 | $4,453 | $15,160 | | Average non-PEO NEO CAP | $689 | $2,847 | $1,389 | $3,245 | | Revenue ($Mil.) | $208 | $216 | $316 | $487 |
Pay Versus Performance: Graphical Description
In thousands, CAP for our Former PEO was $(2,920) in 2020 and $0 in each of 2021, 2022 and 2023, and CAP for our Interim PEO was $627 in 2020 and $0 in each of 2021, 2022 and 2023. These values have been omitted from the chart above for ease of readability.