Adding Four New Independent Directors
Appoints John Greisch as Executive Chair
Establishes New Strategic and Operational
Review Committee of the Board
Enters into Cooperation Agreement with Elliott
Investment Management L.P.
Catalent, Inc. (NYSE: CTLT), the leader in enabling the
development and supply of better biopharmaceutical treatments for
patients worldwide, today announced several initiatives reflecting
its ongoing commitment to strong corporate governance and
shareholder value creation.
The Nominating and Corporate Governance Committee of the Board
has recommended, and the Board has approved, the appointment of
four new independent directors: Steven Barg, Frank D’Amelio,
Stephanie Okey, and Michelle Ryan. With these appointments,
Catalent’s Board of Directors will consist of 16 directors, 13 of
whom are independent under the Company’s director independence
standards. It is expected that the 12 nominees recommended by the
Board in the Company’s proxy statement and on its proxy card to
stand for election at the 2023 Annual Meeting of Stockholders will
include the four new directors and eight other nominees, who are
current directors, to be selected by the Board.
In addition, John Greisch has been appointed Executive Chair of
the Board and will also chair the new Strategic and Operational
Review Committee, as discussed further below. Mr. Greisch is a
proven operator and executive in the healthcare industry, with a
track record of improving operational execution, enhancing
financial performance, and unlocking shareholder value. He most
recently served as President and CEO of Hill-Rom Holdings from 2010
to 2018. Prior to that, Mr. Greisch was President, International
Operations and CFO of Baxter. Mr. Greisch currently serves as
chairman of the board of Viant Medical and as lead independent
director on the board of Carrier Corporation, and formerly served
on the boards of Cerner Corporation, Idorsia Pharmaceuticals,
Hill-Rom Holdings, Actelion, and TomoTherapy. Additionally, he
serves as a senior advisor to TPG Capital and is on the board of
directors for the Ann & Robert H. Lurie Children’s Hospital of
Chicago.
Catalent’s Board has also established a new Strategic and
Operational Review Committee to conduct a review of the Company’s
business, strategy and operations, as well as the Company’s
capital-allocation priorities, in order to maximize the long-term
value of the Company. The Strategic and Operational Review
Committee will be chaired by Mr. Greisch and will include Mr. Barg,
Ms. Ryan, Gregory T. Lucier and Jack Stahl. The Committee will make
its recommendations to the full Board.
In connection with these initiatives, Catalent has entered into
a Cooperation Agreement with Elliott Investment Management L.P.,
one of Catalent’s largest investors, under which Elliott has agreed
to customary standstill, voting, confidentiality, and other
provisions.
“We are excited to welcome Steven, Frank, Stephanie, and
Michelle to the Board following a thorough search process and
firmly believe that their deep industry expertise, significant
leadership experience, and diverse skills will prove invaluable to
the Company and our stakeholders,” said Mr. Greisch. “Our Board
shares Elliott’s confidence in the long-term value creation
potential of Catalent. We look forward to providing an update to
the market on the work of and, ultimately, recommendations by the
Strategic and Operational Review Committee following its review of
the business.”
“We are pleased to work collaboratively with Elliott, a highly
engaged investor with deep experience in the healthcare space, and
we welcome our new directors to the Catalent Board,” said
Alessandro Maselli, President and Chief Executive Officer. “The
Company will continue to take decisive action to strengthen
operational performance, enhance profitability, and create value
for all shareholders and other stakeholders. We believe the actions
announced today will advance Catalent’s positioning for long-term
growth and success.”
Elliott Senior Portfolio Manager Marc Steinberg said, “With
global scale and market-leading development and manufacturing
capabilities, Catalent is a strategic company that plays an
essential role as the partner of choice for the biopharmaceutical
industry. We believe the changes announced today – including the
new additions to the Board, the appointment of John Greisch as
Executive Chair and the creation of a Strategic and Operational
Review Committee with a clear mandate to maximize the long-term
value of the Company – represent critical steps toward ensuring
that Catalent reaches its full potential. We look forward to
continuing our constructive work with Catalent’s Board and
management.”
The cooperation agreement with Elliott will be filed in a
Current Report on Form 8-K with the Securities and Exchange
Commission.
Citi is serving as financial advisor and Skadden, Arps, Slate,
Meagher & Flom LLP and Jones Day are serving as legal counsel
to Catalent.
Biographies
Steven Barg is Global Head of Engagement at Elliott
Investment Management L.P. Prior to joining Elliott in February of
2020, Mr. Barg spent 30 years in investment banking, most recently
as a Participating Managing Director at Goldman Sachs. During his
time at Goldman Sachs, Mr. Barg established and led what became the
firm's Global Activism and Shareholder Advisory practice; founded
and led the M&A Capital Markets practice; and ran Asian Equity
Capital Markets in Hong Kong. In addition, Mr. Barg served on both
the Asian and Global Equity Commitments Committees and was Global
Head of Diversity for the Investment Banking Division. Prior to
joining Goldman Sachs, Mr. Barg served as a Managing Director in
Equity Capital Markets at UBS and Credit Suisse, with postings in
New York, Hong Kong, and London. Mr. Barg has served on the Board
of Directors of Cardinal Health since September 2022.
Mr. Barg holds an M.B.A. from the Stanford University Graduate
School of Business and a B.A. from Wesleyan University. In
addition, Mr. Barg was a Henry Luce Scholar in Hong Kong and a Coro
Fellow in Public Affairs in New York.
Frank D’Amelio is the former Chief Financial Officer and
Executive Vice President, Global Supply, of Pfizer Inc. where he
was responsible for all corporate finance functions including
audit, controllers, tax, and treasury as well as global supply.
Prior to joining Pfizer, Mr. D’Amelio served as Senior Executive
Vice President of Integration and Chief Administrative Officer of
Alcatel-Lucent, responsible for the 2006 Alcatel-Lucent merger as
well as procurement, real estate, IT, and supply chain. Prior to
that, Mr. D’Amelio was the Chief Operating Officer of Lucent
Technologies, responsible for leading business operations,
including sales, the product groups, the services business, the
supply chain, information technology operations, human resources,
and labor relations. In 2001, he was appointed Executive Vice
President and Chief Financial Officer of Lucent. In addition, Mr.
D’Amelio held a number of roles while at Lucent Technologies, and
before that, served in a variety of positions while at AT&T,
including CFO, Transmission Systems and Controller, Network
Systems. Mr. D’Amelio has served on the Board of Directors of
Humana since September 2003, where he currently serves as Chair of
the Audit Committee, on the Board of Directors of Zoetis, Inc.
since July 2012, and on the Board of Directors of Hewlett Packard
Enterprise since January 2023. He currently serves as a CFO in
residence at the Deloitte CFO Academy.
Mr. D’Amelio holds an M.B.A. in Finance from St. John’s
University and a bachelor’s degree in Accounting from St. Peter’s
College.
Stephanie Okey is the former Senior Vice President, Head
of North America, Rare Diseases, and U.S. General Manager, Rare
Diseases at Genzyme, a Sanofi company, where she worked for 19
years in various executive management roles. By the time of her
retirement in July 2015, she had acquired launch and
commercialization experience with nine rare disease therapeutics
and 4 large market therapeutics during her career. Prior to joining
Genzyme, Ms. Okey served in various positions of increasing
responsibility in the biopharmaceutical industry, having held roles
in field sales and marketing at Bristol Myers Squibb and later
Genentech, Inc. Ms. Okey is currently a member of the board of
directors of PTC Therapeutics, Inc. and Albireo Pharma, Inc., both
publicly traded biopharmaceutical companies. In addition, she
previously served as a member of the board of directors of the
California Life Sciences Association from October 2014 to January
2016.
Ms. Okey holds a B.S. in Zoology from The Ohio State University
and an M.S. in Immunology and Medical Microbiology from Wright
State University. She has also completed executive training and
education in manufacturing resource planning and organizational
leadership.
Michelle Ryan is the former Treasurer of Johnson &
Johnson, where she worked for almost 30 years. As Treasurer, Ms.
Ryan was responsible for providing financial oversight and insights
to Johnson & Johnson’s M&A activities. Additionally, she
was responsible for managing Johnson & Johnson’s global
retirement assets, capital market transactions, and risk management
activities. Prior to her role as Treasurer, Ms. Ryan worked in
various financial leadership roles across Johnson & Johnson’s
businesses, including as Chief Financial Officer of its Global
Consumer Business and Chief Financial Officer of its Pharmaceutical
Business of the Americas. Ms. Ryan has served on the board of
directors of Aledade, Inc., a public benefit corporation helping
independent practices, health centers, and clinics deliver better
care to their patients and thrive in value-based care, since
December 2021.
Ms. Ryan received a B.S. in Accounting and an M.B.A. in Finance
from the Wharton School of the University of Pennsylvania and is a
Certified Public Accountant (inactive) and Certified Management
Accountant (inactive).
ABOUT CATALENT
Catalent, Inc. (NYSE: CTLT), an S&P 500® company, is the
global leader in enabling pharma, biotech, and consumer health
partners to optimize product development, launch, and full
life-cycle supply for patients around the world. With broad and
deep scale and expertise in development sciences, delivery
technologies, and multi-modality manufacturing, Catalent is a
preferred industry partner for personalized medicines, consumer
health brand extensions, and blockbuster drugs. Catalent helps
accelerate over 1,000 partner programs and launch over 150 new
products every year. Its flexible manufacturing platforms at over
50 global sites supply around 80 billion doses of nearly 8,000
products annually. Catalent’s expert workforce of approximately
18,000 includes more than 3,000 scientists and technicians.
Headquartered in Somerset, New Jersey, the company generated nearly
$5 billion in revenue in its 2022 fiscal year. For more information
www.catalent.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. All statements contained in this press release that do not
relate to matters of historical fact should be considered
forward-looking statements, including without limitation with
respect to the Company’s operational performance and profitability.
These forward-looking statements are based on management’s current
expectations. These statements are neither promises nor guarantees,
but involve known and unknown risks, uncertainties and other
important factors that may cause actual future events, results or
achievements to be materially different from the Company’s
expectations and projections expressed or implied by the
forward-looking statements. Important factors include, but are not
limited to, actions of activist stockholders and those discussed
under the caption “Risk Factors” in the Company’s Annual Report on
Form 10-K for the year ended June 30, 2022 (as amended), the
Company’s Quarterly Report on Form 10-Q for the three and nine
months ended March 31, 2023, and the Company’s other filings with
the Securities and Exchange Commission. Forward-looking statements
speak only as of the date of this press release and are based on
information available to the Company as of the date of this press
release, and the Company assumes no obligation to update such
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
Important Additional Information and Where to Find It
Catalent plans to file proxy materials with the U.S. Securities
and Exchange Commission (the “SEC”) in connection with the
solicitation of proxies for Catalent’s 2023 annual meeting of
shareholders (the “2023 Annual Meeting”). Prior to the 2023 Annual
Meeting, Catalent will file a definitive proxy statement (the
“Proxy Statement”) together with a proxy card. SHAREHOLDERS ARE
URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT CATALENT
WILL FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Shareholders will be able to obtain, free of charge, copies of the
Proxy Statement, any amendments or supplements thereto and any
other documents (including the proxy card) when filed by Catalent
with the SEC in connection with the 2023 Annual Meeting at the
SEC’s website (http://www.sec.gov) or at Catalent’s website
https://investor.catalent.com/investor-home-center/default.aspx or
by contacting Investor Relations by phone at (732) 537-6325, by
email at investors@catalent.com.
Certain Information Regarding Participants
Catalent its directors and certain of its executive officers and
other employees may be deemed to be participants in the
solicitation of proxies from shareholders in connection with the
2023 Annual Meeting. Additional information regarding the identity
of these potential participants, none of whom own in excess of one
percent (1%) of Catalent’s shares, and their direct or indirect
interests, by security holdings or otherwise, will be set forth in
the Proxy Statement and other materials to be filed with the SEC in
connection with the 2023 Annual Meeting. Information relating to
the foregoing can also be found in Catalent’s definitive proxy
statement for its 2022 annual meeting of shareholders (the “2022
Proxy Statement”), filed with the SEC on September 16, 2022. To the
extent holdings of Catalent’s securities by such potential
participants (or the identity of such participants) have changed
since the information printed in the 2022 Proxy Statement, such
information has been or will be reflected on Statements of Change
in Ownership on Forms 3 and 4 filed with the SEC. You may obtain
free copies of these documents using the sources indicated
above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230829250658/en/
Investor Contact: Paul Surdez +1 (732) 537-6325
investors@catalent.com
Media Contact: Bernie Clark +1 (732) 537-6400
media@catalent.com
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