SEC Form 8-K filed by Vanda Pharmaceuticals Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 20, 2025 (
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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).
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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 18, 2025, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Vanda Pharmaceuticals Inc. (the “Company”) awarded 2024 annual bonuses and approved 2025 annual base salaries and 2025 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, 2024 in the amounts set forth opposite the names of the executive officers listed below.
| Name |
Position |
2024 Bonus |
||||
| Mihael Polymeropoulos, M.D. |
President, Chief Executive Officer and Chairman of the Board | $ | 947,928 | |||
| Kevin Moran |
Senior Vice President, Chief Financial Officer and Treasurer | $ | 309,181 | |||
| Gunther Birznieks |
Senior Vice President, Business Development | $ | 309,181 | |||
| Timothy Williams |
Senior Vice President, General Counsel and Secretary | $ | 309,181 | |||
| Joakim Wijkstrom |
Senior Vice President, Chief Marketing Officer | $ | 320,040 | |||
The Compensation Committee approved 2025 annual base salaries and 2025 bonus target amounts for the twelve-month period ending December 31, 2025 in the amounts set forth opposite the names of the executive officers listed below.
| Name |
Position |
2025 Base Salary |
2025 Target Bonus |
|||||||
| Mihael Polymeropoulos, M.D. |
President, Chief Executive Officer and Chairman of the Board | $ | 965,655 | 80 | % | |||||
| Kevin Moran |
Senior Vice President, Chief Financial Officer and Treasurer | $ | 559,935 | 45 | % | |||||
| Gunther Birznieks |
Senior Vice President, Business Development | $ | 559,935 | 45 | % | |||||
| Timothy Williams |
Senior Vice President, General Counsel and Secretary | $ | 559,935 | 45 | % | |||||
| Joakim Wijkstrom |
Senior Vice President, Chief Marketing Officer | $ | 579,600 | 45 | % | |||||
In addition, the Compensation Committee granted 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 RSUs for all named executive officers will vest in four equal annual installments beginning on March 1, 2026.
| Name |
Position |
Number of Shares Underlying RSU Award |
||||
| Mihael Polymeropoulos, M.D. |
President, Chief Executive Officer and Chairman of the Board | 450,000 | ||||
| Kevin Moran |
Senior Vice President, Chief Financial Officer and Treasurer | 125,000 | ||||
| Gunther Birznieks |
Senior Vice President, Business Development | 125,000 | ||||
| Timothy Williams |
Senior Vice President, General Counsel and Secretary | 125,000 | ||||
| Joakim Wijkstrom |
Senior Vice President, Chief Marketing Officer | 125,000 | ||||
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: February 20, 2025 | VANDA PHARMACEUTICALS INC. | |||||
| By: | /s/ Timothy Williams | |||||
| Name: | Timothy Williams | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||