8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 17, 2021

CATALENT, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36587	20-8737688
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

14 Schoolhouse Road Somerset, New Jersey	08873
(Address of registrant’s principal executive office)	(Zip code)

(732) 537-6200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 203.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbols(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	CTLT	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

New Chief Accounting Officer

On May 17, 2021, the board of directors of Catalent, Inc. (“Catalent” and, together with its subsidiaries, the “Company”) elected Ricky Hopson Vice President and Chief Accounting Officer (“CAO”), effective June 1, 2021 (the “Effective Date”). He will become a member of the Company’s Executive Leadership Team and serve as its principal accounting officer.

Mr. Hopson, 45, joined Catalent in October 2001 and has held finance roles of increasing responsibility in both Swindon, UK and Somerset, NJ. In August 2009, Ricky was appointed Vice President, Finance, first for Development & Clinical Services and then, in 2013, for the Softgel business unit. His role was expanded in January 2019 when he was named Global Vice President, Operational Finance. Mr. Hopson was named Vice President, Corporate Controller in January 2020. He earned his bachelor’s degree in Accounting from Portsmouth University and is also a member of the Chartered Institute of Management Accountants (CIMA).

There is no arrangement or understanding between Mr. Hopson and any other person pursuant to which he was selected as CAO. There is also no family relationship between Mr. Hopson and any director or executive officer of Catalent, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The Company has entered into an offer letter, dated May 17, 2021, with Mr. Hopson (the “Offer Letter”). The terms of his existing severance agreement with the Company, which provides for terms applicable to all senior executives other than Catalent’s Chief Executive Officer and is substantially in the form (the “Form Severance Agreement”) provided as Exhibit 10.3 to the Annual Report on Form 10-K filed September 17, 2010 by Catalent’s wholly owned subsidiary, Catalent Pharma Solutions, Inc. (the “CPS Form 10-K”), shall remain unchanged. The terms of the Offer Letter and the Form Severance Agreement are summarized as follows:

Base Salary. Mr. Hopson’s annual base salary will rise to $350,000, effective on the Effective Date.

Bonus. Mr. Hopson will remain eligible for a cash bonus under the terms of the Company’s Management Incentive Plan, or MIP, the incentive-based annual cash bonus plan for the Company’s executives, with a target amount of $280,000 beginning with the Company’s 2022 fiscal year on July 1, 2021.

Long-Term Incentive Award. Mr. Hopson will remain eligible to participate in Catalent’s Long-Term Incentive Plan (the “LTIP”), with an annual grant target of $280,000 beginning with the annual grant in respect of the 2022 fiscal year, allocated in the same manner as applies to all members of the Company’s Executive Leadership Team, with 30% granted as stock options, 20% as restricted stock units, and 50% as performance-based restricted stock units (also known as “performance share units”).

Termination of Employment. Under his severance agreement, if Mr. Hopson is involuntarily terminated for any reason (including by him for good reason, as defined in the agreement) other than cause (as defined in the agreement), death or disability, he would be entitled to (i) a severance payment equal to the sum of annual base salary and target annual bonus, payable in equal installments over the one-year period following the date of termination; and (ii) continued participation for up to one year in the Company’s group health plans (to the extent he was receiving such coverage as of the termination date), at the same premium rates as may be charged from time to time to the Company’s U.S. employees generally. In addition, under the LTIP, a termination without cause within 18 months of a change in control would result in Mr. Hopson’s unvested awards becoming fully vested and exercisable.

2

The foregoing descriptions of the Offer Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the Form Severance Agreement are qualified in their entirety by reference to the Offer Letter and the Form Severance Agreement, with the full text of each item incorporated herein by reference.

In addition to providing the Offer Letter, Catalent has agreed to grant to Mr. Hopson, as of the Effective Date, restricted stock units (“RSUs”) under its 2018 Omnibus Incentive Plan with a grant-date value of $350,000, which RSUs will vest on the third anniversary of grant, subject to his continued employment with the Company and his execution of and compliance with an award agreement substantially in the form provided as Exhibit 10.40 to Catalent’s Quarterly Report on Form 10-Q filed May 7, 2019, the full text of which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

d.       Exhibits. The following exhibit is filed as part of this Current Report on Form 8-K.

Exhibit No.	Description
10.1	Offer letter, dated May 17, 2021, between Ricky Hopson and Catalent Pharma Solutions, Inc.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

3

SIGNATURE

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.

		Catalent, Inc. (Registrant)
Date: May 20, 2021
	By:	/s/ STEVEN L. FASMAN
		Steven L. Fasman
		Senior Vice President, General Counsel, and Secretary

4

EX-10.1

Exhibit 10.1

May 17, 2021

Ricky Hopson

[Address on file with Company]

Dear Ricky:

Congratulations on your promotion to Vice President & Chief Accounting Officer (VP CAO). This letter amends and restates previous offer letters and is effective June 1, 2021.

The following is important information about your new position, benefits and rewards. I encourage you to review all materials thoroughly and contact me with questions.

1. Position: Your position is VP CAO, reporting directly to Tom Castellano, SVP and CFO, Catalent, Inc. As VP CAO, you will be a member of Catalent’s Executive Leadership Team (ELT).

2. Pay: Your annualized base pay is $350,000. and paid bi-weekly. As a member of our ELT, your salary will be reviewed annually and adjusted if required based on market data.

3. Performance: Your performance reviews follow the standard annual review calendar for Catalent. Annual Goal and Objectives will be set and amended by the CEO as appropriate.

4. Rewards: Catalent is pleased to offer a comprehensive, competitive compensation program that rewards talented employees for their performance.

a. You will continue to be eligible for participation in our short-term incentive plan, “Management Incentive Plan” (MIP). Your annual target incentive will increase to $280,000 effective July 1, 2021. Your actual MIP dollar value target will be reviewed annually and adjusted in the sole discretion of the company following a review of market data. Actual annual bonus payments are determined based upon the achievement of specific financial and management agenda objectives and your achievement of your personal goals and objectives. Please note that as an ELT member, your MIP target will be a fixed dollar amount and not a percentage of base pay.

b. You will continue to be eligible for participation in our Long-Term Incentive Plan (LTIP). Your target LTIP grant value will be $280,000. Your new LTIP target will be effective with the FY22-FY24 LTIP award scheduled to be granted in July 2021. Components of the award are proportionately 50% performance share units (PSUs), 30% stock options and 20% restricted stock units (RSUs), all to be granted in accordance with Catalent’s normal practices for LTlP awards to ELT members, which includes your execution of agreements with respect to each grant. Your LTIP annual grant value as well as the component mix will be reviewed annually and adjusted in the sole discretion of the company following a review of market data. Please note that as an ELT member, your LTIP target will be a fixed dollar amount and not a percentage of base pay.

c. In addition, you have been granted a special Restricted Stock Unit (RSU) award valued at $350,000 with a three-year cliff vesting. Details of this RSU grant will be sent under separate cover.

5. Severance: Your original separate severance agreement letter that provides you severance equal to your annual base salary and target annual MIP will continue, subject to the terms and conditions of the severance agreement.

6. Paid Time Off: You remain eligible for our eight (8) paid company holidays (New Year’s Day, Martin Luther King Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and the day following, and Christmas Day). You are also eligible to receive up to 36 days of Paid Time Off (PTO) each calendar year. PTO includes vacation, sick and personal days, all of which need to be used during the calendar year as we do not permit carry over, unless required by the laws of the place where you are based.

7. Terms: Notwithstanding anything to the contrary in this offer letter, employment with Catalent is not for any definite period and is terminable, with or without notice, at the will of either you or the company at any time for any reason. There shall be no contract, express or implied, of employment.

8. Confidentiality: In accepting this offer, you reaffirm your commitment and understanding that you continue to be bound by the Confidentiality and Non-Compete terms set out in previous LTlP grants made to you.

9. Ethics: As a company founded on a core set of values, we expect you to continue to abide by and certify, as may be requested from time to time, your continued compliance with our Standards of Business Conduct.

Your agreement to the terms of this letter supersedes any other oral or written agreement or understanding you have with the company (including any prior offer letter with the company or any predecessor entity) regarding your eligibility for rewards and benefits.

Please sign below to indicate your agreement to the terms of this letter.

If you have any questions, please feel free to call me at 732-537-6147 or Steven Fasman at 732-537-5958.

Sincerely yours,

/s/ Tom Castellano

Tom Castellano

SVP - Chief Financial Officer

Catalent, Inc.

Copies: Steven Fasman

    Ricardo Pravda

I accept employment on the terms offered above:

/s/ Ricky Hopson	5/18/2021
Ricky Hopson	Date

XML

Document and Entity Information	May 17, 2021
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001596783
Document Type	8-K
Document Period End Date	May 17, 2021
Entity Registrant Name	CATALENT, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-36587
Entity Tax Identification Number	20-8737688
Entity Address, Address Line One	14 Schoolhouse Road
Entity Address, City or Town	Somerset
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08873
City Area Code	(732)
Local Phone Number	537-6200
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value per share
Trading Symbol	CTLT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false