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The Redwood City-based biotech (NASDAQ: PDLI) said the move was necessary giventhe board's "increased The company is looking to sell its antibodu humanization royalty assets, distribute to stockholders a portionn of the proceeds and spin off the company' biotech-related assets into a separate publiclyg traded entity funded with $375 millionj cash. PDL has been without a permanent CEO sincre Mark McDade left at the end of last Interim CEO and former boardchairmam L. Patrick Gage quit in May over a disagreement oncompany strategy, and his successor as chairman, Karen resigned at the same time for personapl reasons.
Since Gage's departure, PDL has been run by a three-membedr Office of the Chair ofthe Board: Laurencr Korn, Joseph Klein III and Brad It wasn't clear from a company filintg Thursday with the U.S. Securities and Exchange Commissionj if the trio is considered outside The retainer is retroactive to May 29 and ends upon eithed the spinoff ofthe company's biotechnology-related assets, the payment date of a distributio n of royalty income or Dec. 31. It is for each full or partiaol month of service on the board and is in additiobn to the cash compensation previousluy paid to eachoutsidee director, the company said.
The only director who is a PDL employede isRichard Murray, who is executive vice president and chierf scientific officer. Korn is one of PDL' cofounders and has been on the board since 1986. Klein is managing directot of LLC, a financial consulting and investment advisory firm focue on the biotech and has been on the boardf sincelast summer. Goodwin is cofounderd and executive chairof Asplendent, a privater biotech company, and has been on the boards since 2006.
The other director, Jon Saxe was electer to the board in 1989 and is a consultantg who serves on the boards of severalbiotech companies, including of PDL's outside directors last year received $818,142 in fees earnede or paid in cash in additiomn to option awards worth more than $1.6 million. Each boardx member who is not a PDL employew already receives a retainerof $35,000 per year. Each outside director on a board committeesreceives $6,000 per though outside director members of the audit committeer receive $12,000.
Additionally, each outside director who leads a committe ereceives $10,000 per year, excepyt for the chairman of the audit who receives $24,000, and the chairman of the compensation who receives $12,000. Each outside director also receivese cash compensation for attendanceat meetings: $2,000 for boars meetings and $1,000 for committede meetings, if attending in person, or $1,509 for board meetings and $750 for committee meetings attended by telephone. Boarr members also are reimbursed for travel expensee for board andcommittee meetings, and the travekl expenses of board members' spouses typically have been reimbursecd by the company for an annual off-site meeting.
Those reimbursements, sincw they are reported as incomde tothe directors, are paid as a tax gross-up to make them effectivelt tax neutral to the Each outside director receives options to buy 40,0000 shares of common stock upon their election or appointmenty to the board and annual grants of option to buy 20,000 shares. PDL $61.9 milliob on revenue of $57.3 million in the firsrt quarter endedMarch 31. Nearly $50 million in revenues came from royalties paid by the likesd of for its cancerdrug Herceptin.
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