UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 17, 2023 (
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 16, 2023, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Vanda Pharmaceuticals Inc. (the “Company”) awarded 2022 annual bonuses and approved 2023 annual base salaries and 2023 bonus target amounts for the Company’s named executive officers. Prior to approving the foregoing, the Compensation Committee reviewed an analysis of the Company’s executive compensation compared to the Company’s peer group conducted by Willis Towers Watson, a compensation consultant engaged by the Compensation Committee.
The Compensation Committee awarded bonuses for performance for the twelve-month period ended December 31, 2022 in the amounts set forth opposite the names of the executive officers listed below.
| Name |
Position |
2022 Bonus | ||
| Mihael Polymeropoulos, M.D. | President, Chief Executive Officer and Chairman of the Board | $658,633 | ||
| Kevin Moran | Senior Vice President, Chief Financial Officer and Treasurer | $193,672 | ||
| Gunther Birznieks | Senior Vice President, Business Development | $209,088 | ||
| Joakim Wijkstrom | Senior Vice President, Chief Marketing Officer | $251,484 | ||
| Timothy Williams | Senior Vice President, General Counsel and Secretary | $211,979 |
The Compensation Committee approved 2023 annual base salaries and 2023 bonus target amounts for the twelve-month period ending December 31, 2023 in the amounts set forth opposite the names of the executive officers listed below.
| Name |
Position |
2023 Base Salary |
2023 Target Bonus | |||
| Mihael Polymeropoulos, M.D. | President, Chief Executive Officer and Chairman of the Board | $897,000 | 80% | |||
| Kevin Moran | Senior Vice President, Chief Financial Officer and Treasurer | $477,000 | 45% | |||
| Gunther Birznieks | Senior Vice President, Business Development | $520,000 | 45% | |||
| Joakim Wijkstrom | Senior Vice President, Chief Marketing Officer | $560,000 | 45% | |||
| Timothy Williams | Senior Vice President, General Counsel and Secretary | $520,000 | 45% |
In addition, the Compensation Committee granted (i) options to purchase shares of the Company’s common stock at an exercise price equal to $7.05 per share, the closing price of the Company’s common stock on The Nasdaq Global Market on February 16, 2023 and (ii) restricted stock unit (“RSU”) awards under the Company’s Amended and Restated 2016 Equity Incentive Plan, as amended, to its named executive officers in the amounts set forth opposite the names of the executive officers listed below. The options vest with respect to 25% of the underlying shares on February 16, 2024, with the balance vesting in equal monthly installments over the next 36 months of continuous service thereafter. The RSUs for all named executive officers will vest in four equal annual installments beginning on March 1, 2024.
| Name |
Position |
Number of Shares Underlying Option Grant |
Number of Shares Underlying RSU Award | |||
| Mihael Polymeropoulos, M.D. | President, Chief Executive Officer and Chairman of the Board | 275,000 | 115,000 | |||
| Kevin Moran | Senior Vice President, Chief Financial Officer and Treasurer | 77,500 | 32,700 | |||
| Gunther Birznieks | Senior Vice President, Business Development | 77,500 | 32,700 | |||
| Joakim Wijkstrom | Senior Vice President, Chief Marketing Officer | 77,500 | 32,700 | |||
| Timothy Williams | Senior Vice President, General Counsel and Secretary | 77,500 | 32,700 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: February 17, 2023 | VANDA PHARMACEUTICALS INC. | |||||
| By: | /s/ Timothy Williams | |||||
| Name: | Timothy Williams | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||