UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Date of Report (Date of earliest event reported): March 1, 2022 (
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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 28, 2022, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Vanda Pharmaceuticals Inc. (the “Company”) awarded 2021 annual bonuses and approved 2022 annual base salaries and 2022 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, 2021 in the amounts set forth opposite the names of the executive officers listed below.
| Name |
Position |
2021 Bonus | ||||
| Mihael Polymeropoulos, M.D. | President, Chief Executive Officer and Chairman of the Board | $ | 596,744 | |||
| Kevin Moran | Senior Vice President, Chief Financial Officer and Treasurer | $ | 175,473 | |||
| Timothy Williams | Senior Vice President, General Counsel and Secretary | $ | 192,060 | |||
| Aranthan “AJ” Jones II(1) | Chief Corporate Affairs and Communications Officer | $ | 136,843 | |||
| Joakim Wijkstrom | Senior Vice President, Chief Marketing Officer | $ | 227,853 | |||
| (1) | Mr. Jones resigned as the Company’s Chief Corporate Affairs and Communications Officer effective as of October 26, 2021. |
The Compensation Committee approved 2022 annual base salaries and 2022 bonus target amounts for the twelve-month period ending December 31, 2022 in the amounts set forth opposite the names of the executive officers listed below.
| Name |
Position |
2022 Base Salary | 2022 Target Bonus | |||||||
| Mihael Polymeropoulos, M.D. | President, Chief Executive Officer and Chairman of the Board | $ | 815,140 | 80 | % | |||||
| Kevin Moran | Senior Vice President, Chief Financial Officer and Treasurer | $ | 426,120 | 45 | % | |||||
| Timothy Williams | Senior Vice President, General Counsel and Secretary | $ | 466,400 | 45 | % | |||||
| Aranthan “AJ” Jones II(1) | Chief Corporate Affairs and Communications Officer | (1 | ) | (1 | ) | |||||
| Joakim Wijkstrom | Senior Vice President, Chief Marketing Officer | $ | 553,320 | 45 | % | |||||
| (1) | Mr. Jones resigned as the Company’s Chief Corporate Affairs and Communications Officer effective as of October 26, 2021. |
In addition, the Compensation Committee granted (i) options to purchase shares of the Company’s common stock at an exercise price equal to $11.36 per share, the closing price of the Company’s common stock on The Nasdaq Global Market on February 28, 2022 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 28, 2023, 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, 2023.
| 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 | |||||||
| Timothy Williams | Senior Vice President, General Counsel and Secretary | 77,500 | 32,700 | |||||||
| Aranthan “AJ” Jones II(1) | Chief Corporate Affairs and Communications Officer | (1 | ) | (1 | ) | |||||
| Joakim Wijkstrom | Senior Vice President, Chief Marketing Officer | 77,500 | 32,700 | |||||||
| (1) | Mr. Jones resigned as the Company’s Chief Corporate Affairs and Communications Officer effective as of October 26, 2021. |
Also on February 28, 2022, H. Thomas Watkins notified the Board that he would resign from the Board as a Class I director effective as of the Company’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”) so that he may devote his full-time efforts to his other commitments. With best wishes, the Company thanks Mr. Watkins for his dedicated service and valuable contribution as a member of the Board since 2006. In accordance with the Company’s Certificate of Incorporation and Bylaws, the Board will reduce the number of directors of the Company from six to five effective upon the expiration of Mr. Watkins’ term following the Annual Meeting. The Board will appoint one or more of the other current directors to succeed Mr. Watkins as the Lead Independent Director, Chairman of the Compensation Committee and Chairman of the Nominating/Corporate Governance Committee of the Board effective upon his resignation following the Annual Meeting.
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: March 1, 2022 | VANDA PHARMACEUTICALS INC. | |||||
| By: | /s/ Timothy Williams | |||||
| Name: | Timothy Williams | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||