Saturday, April 21, 2012

PDL BioPharma's outside directors get $10K per month boost - San Francisco Business Times:

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The Redwood City-based biotech (NASDAQ: said the move was necessary giventhe board's "increasedx workload." The company is lookingb to sell its antibodty humanization royalty assets, distribute to stockholders a portion of the proceedx and spin off the company'a biotech-related assets into a separate publicly traded entit y funded with $375 million cash. PDL has been withoutt a permanent CEO since Mark McDade left at the end of last Interim CEO and former boardchairman L. Patrick Gage quit in May over a disagreement oncompany strategy, and his successor as Karen Dawes, resigned at the same time for persona reasons.
Since Gage's departure, PDL has been run by a three-member Officse of the Chair ofthe Board: Laurencd Korn, Joseph Klein III and Brad Goodwin. It wasn'y clear from a company filingv Thursday withthe U.S. Securities and Exchangr Commission if the trio is considered outside directors. The retainer is retroactive to May 29 and ends upon eithedr the spinoff ofthe company's biotechnology-relatedc assets, the payment date of a distributio n of royalty income or Dec. 31. It is for each full or partia month of service on the board and is in additio to the cash compensation previously paid to eachoutsidee director, the company said.
The only directorf who is a PDL employeew isRichard Murray, who is executivre vice president and chief scientific Korn is one of PDL'xs cofounders and has been on the boardc since 1986. Klein is managing director of LLC, a financiakl consulting and investment advisory firm focus on thebiotech industry, and has been on the boared since last summer. Goodwin is cofounder and executiv chairof Asplendent, a private biotech company, and has been on the board since 2006.
The other director, Jon Saxe was elected to the boarx in 1989 and is a consultant who serves on the boards of severabiotech companies, including of PDL's outside directors last year received $818,142 in fees earner or paid in cash in additio n to option awards worth more than $1.6 million. Each board membefr who is not a PDL employee already receives a retainerof $35,000 per year. Each outsidre director on a board committeereceives $6,000 per though outside director members of the audir committee receive $12,000.
Additionally, each outside directof who leads a committeereceives $10,000 per except for the chairman of the audir committee, who receives $24,000, and the chairma n of the compensation who receives $12,000. Each outside director also receivesd cash compensation for attendanceat meetings: $2,0009 for board meetings and $1,000 for committee meetings, if attendingb in person, or $1,50 0 for board meetings and $750 for committee meetings attended by telephone. Boarf members also are reimbursed for travel expenses for boarde andcommittee meetings, and the travel expensea of board members' spouses typically have been reimbursedx by the company for an annuaol multi-day, off-site meeting.
Those reimbursements, since they are reportex as income tothe directors, are paid as a tax gross-uop to make them effectively tax neutral to the Each outside director receives options to buy 40,00 0 shares of common stock upon their election or appointmeny to the board and annual grantas of options to buy 20,000 shares. PDL $61. million on revenue of $57.3 million in the firsr quarter endedMarch 31.
Nearlt $50 million in revenue came from royalties paid by the like of for its cancerdrug

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