Press release October 30th 2023
Information relating to the financial terms of the departure of the Chief Executive Officer and the appointment of the Chairman of the Board as interim Chief Executive Officer
Paris – October 30, 2023
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.
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.
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.
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.
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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.