Regulatory News:
EUROAPI (Paris:EAPI):
Financial conditions for the departure of the Chief Executive
Officer
During its October 25, 2023, meeting, and following the
departure of Karl Rotthier, EUROAPI's Chief Executive Officer, on
October 30, 2023, the Board of Directors, on the basis of the
Nominations and Compensation Committee recommendations, took
unanimously (Mr. Karl Rotthier not taking part to the vote) the
following decisions concerning his compensation:
Annual Fixed Remuneration
The Chief Executive Officer’s annual fixed remuneration has been
revised from 450,000 euros to 520,000 euros on March 01, 2023.
In respect of his fixed remuneration, Karl Rotthier has received
420,269 euros calculated prorata temporis until October 30,
2023.
Variable Annual Remuneration
Upon recommendation of the Nominations and Compensation
Committee, and considering the company’s performance in 2023, the
Board of Directors deemed that the Chief Executive Officer will not
perceive any variable remuneration for the fiscal year 2023.
Long term Remuneration
Pursuant to the conditions provided by these plans, and in
accordance with the compensation policy for Corporate Officers, the
Board of Directors decided to allow Karl Rotthier to retain the
benefit of the stock options and performance shares granted on June
3, 2022, on a pro-rata basis with respect to his length of service
over the vesting period of these plans. The number of stock options
is therefore reduced to 21,412 and the number of performance shares
is reduced to 8,921. The final number of options and shares
acquired by Mr. Karl Rotthier will be determined at the end of the
vesting period for each of these plans, conditional on the
performance conditions being met. In addition, and in accordance
with the plan regulations, the performance shares granted under the
“Horizon 2025” plan and the stock options and performance shares
granted in June 2023 have now expired.
Non-compete indemnities
Upon recommendation of the Nominations and Compensation
Committee, and in view of the utmost sensitivity of the financial,
technical and commercial knowledge and information to which the
Chief Executive Officer has access, acknowledged the benefits of
applying the non-compete provision approved as a related-party
agreement by the Board of Directors on May 4, 2022, for a 6-month
period.
In return for this non-compete obligation, a lump-sum gross
monthly compensation equal to 75% of his average fixed and variable
monthly remuneration received over the last 12 months prior to the
end of his term of office, i.e. €257,729.44, will be paid as soon
as he steps down, which reflects the importance for the Company of
immediately enforcing this non-compete clause.
Severance Pay
Upon recommendation of the Nominations and Compensation
Committee, the Board of Directors decided that, in the absence of
misconduct or serious negligence, the compensation payable to the
Chief Executive Officer in the event of removal from office is
equivalent to 12 months’ gross remuneration, calculated on the
basis of the average of the last 12 months’ remuneration,
representing a total of 687,278.49 euros.
The Board noted that this termination does not constitute a
forced departure of the Chief Executive Officer following the
merger or demerger of the company, a change of control, a
significant change in the company’s strategy, or a profound
disagreement with the Board of Directors. Therefore, the severance
payment is not subject to performance conditions.
The payment of his compensation is subject to approval by the 22
May 2024 Annual General Meeting in a specific resolution.
Financial conditions relating to the Appointment of the Chair
of the Board as Interim Chief Executive Officer
The Nominations and Compensation Committee recommended to the
Board of Directors to review Viviane Monges’ remuneration for the
duration of her dual role.
The Nominations and Compensation Committee recommended:
Fixed time-based remuneration: an additional gross
remuneration of 820 euros per working day, prorated to the working
day performed, up to a maximum of 18,250 euros per month.
Benefit in kind: to pay for a housing in Paris for a
maximum total amount of 3,000 euros per month for the duration of
her term of office as Chair of the Board and Interim Chief
Executive Officer, and to refund her direct travel expenses between
her residence and Paris, subject to submission of receipts.
These remuneration components, which are not provided for in the
Company's current compensation policy, will be submitted to the
next Ordinary Annual General Meeting, in connection with the vote
on the remuneration policy for the 2024 fiscal year.
In the meantime, Viviane Monges will continue to receive the
compensation attached to her position of Chair of the Board.
About EUROAPI EUROAPI is focused on reinventing active
ingredient solutions to sustainably meet customers’ and patients’
needs around the world. We are a leading player in active
pharmaceutical ingredients with approximately 200 products in our
portfolio, offering a large span of technologies, while developing
innovative molecules through our Contract Development and
Manufacturing Organization (CDMO) activities.
Taking action for health by enabling access to essential
therapies inspires our 3,450 people every day. With strong research
and development capabilities and six manufacturing sites all
located in Europe, EUROAPI ensures API manufacturing of the highest
quality to supply customers in more than 80 countries. EUROAPI is
listed on Euronext Paris; ISIN: FR0014008VX5; ticker: EAPI). Find
out more at www.euroapi.com and follow us on LinkedIn.
Forward-Looking Statements Certain information contained
in this press release is forward looking and not historical data.
These forward-looking statements are based on opinions, projections
and current assumptions including, but not limited to, assumptions
concerning the Group’s current and future strategy, financial and
non-financial future results and the environment in which the Group
operates, as well as events, operations, future services or product
development and potential. Forward-looking statements are generally
identified by the words “expects”, “anticipates”, “believes”,
“intends”, “estimates”, “plans” and similar expressions. Forward
looking statements and information do not constitute guarantees of
future performances, and are subject to known or unknown risks,
uncertainties and other factors, a large number of which are
difficult to predict and generally outside the control of the
Group, which could cause actual results, performances or
achievements, or the results of the sector or other events, to
differ materially from those described or suggested by these
forward-looking statements. These risks and uncertainties include
those that are indicated and detailed in Chapter 3 “Risk factors”
of the Universal Registration Document approved by the French
Financial Markets Authority (Autorité des marchés financiers, AMF)
on April 14, 2023, under number R.23-009 and the Amendment to
Universal Registration Document approved by the AMF on April 25,
2023 under number R.23-015. These forward-looking statements are
given only as of the date of this press release and the Group
expressly declines any obligation or commitment to publish updates
or corrections of the forward-looking statements included in this
press release in order to reflect any change affecting the
forecasts or events, conditions or circumstances on which these
forward-looking statements are based.
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version on businesswire.com: https://www.businesswire.com/news/home/20231030113828/en/
Media Relations Contact: Laurence Bollack Mob.: +33 (0)6
81 86 80 19 mr@euroapi.com
Investor Relations Contact: Sophie Palliez-Capian Mob.:
+33 (0)6 87 89 33 51 sophie.palliez@euroapi.com
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