10-K/A

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-K/A

(Amendment No. 1)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended June 30, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE S ECU RITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number:

001-36587

CATALENT, INC.

(Exact name of registrant as specified in its charter)


Delaware		20-8737688
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

14 Schoolhouse Road Somerset, New Jersey		08873
(Address of principal executive offices)		(Zip Code)

(732)

537-6200

(Registrant’s telephone number, including area code)

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


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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No

☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No

☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes

☒

No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §

240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Act). ☐ Yes

☒

As of December 31, 2023, the aggregate market value of the registrant’s voting and

non-voting

common equity held by

non-affiliates

was $8.10 billion.

As of October 23, 2024, Catalent, Inc. had 181,511,586 shares of the common stock, par value $0.01 per share, outstanding.

EXPLANATORY NOTE

Catalent, Inc. (the “Company”) is filing this Amendment No. 1 (“Amendment No. 1”) to its Annual Report on Form

10-K

for the fiscal year ended June 30, 2024 as filed with the Securities Exchange Commission (the “SEC”) on September 6, 2024 (the “Original Form

10-K”),

to provide the information required by Part III of Form

10-K.

This information was previously omitted from the Original Form

10-K

in reliance on the General Instructions to Form

10-K,

which permits the information in Part III to be incorporated in Form

10-K

by reference from the registrant’s definitive proxy statement or included in an amendment to Form

10-K,

in either case filed with the SEC no later than 120 days after the end of the fiscal year.

Pursuant to Rule

12b-15

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 1 also contains new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, which are being filed and furnished, respectively, as exhibits to this Amendment No. 1 under Item 15 of Part IV. Because this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation

S-K

under the Exchange Act, paragraphs 4 and 5 of the Section 302 certifications have been omitted. As a result, Item 15 of Part IV has been amended to reflect the filing and furnishing of these new certifications, and to reflect the filing of compensatory agreements relating to individuals who became a named executive officer for the first time.

Except as otherwise expressly noted herein, this Amendment No. 1 does not modify or update in any way the financial position, results of operations, cash flows, or other information contained or incorporated in, including the exhibits thereto, the Original Form

10-K,

nor does it reflect events occurring after the filing of the Original Form

10-K.

Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form

10-K

and with our other filings made with the SEC subsequent to the filing of the Original Annual Report.

In this Amendment No. 1, we provide our website address, www.catalent.com, to disclose that certain information is available on our website. Information contained on, or that can be accessed through, our website is not incorporated by reference into this Amendment No. 1, and references to our website address in this Amendment No. 1 are inactive textual references only.

CATALENT, INC.

INDEX TO ANNUAL REPORT ON FORM 10-K/A (Amendment No. 1)

For the Fiscal Year Ended June 30, 2024



Item		Page
	PART III		4

Item 10.	Directors, Executive Officers and Corporate Governance		4

Item 11.	Executive Compensation		12

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		46

Item 13.	Certain Relationships and Related Transactions, and Director Independence		48

Item 14.	Principal Accountant Fees and Services		48

	PART IV		49

Item 15.	Exhibits and Financial Statement Schedules		49

Signatures			54

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information Regarding Directors

Set forth below is certain information with respect to our current directors as of October 21, 2024.



Michael J. Barber Director since 2021 Age: 64 Committees: • Compensation and Leadership • Nominating and Corporate Governance		Michael J. Barber has been a member of the Board since April 2021. He retired as the Chief Diversity Officer for General Electric Company in January 2022. During his forty-year career at GE, Mr. Barber held a variety of progressively senior roles in engineering, operations, and product management, including service as President and CEO of GE Molecular Imaging and Computed Tomography from 2016 until 2020; as Chief Engineer, GE Healthcare and Chief Operating Officer, GE Healthcare Systems from 2013 until 2015; as VP and General Manager, Molecular Imaging, GE Healthcare in 2012; as Vice President, healthymagination (GE Corporate) from 2009 until 2011; and as Vice President and CTO, GE Healthcare from 2007 until 2008. Among other prestigious awards, he was named a “Master of Innovation” by Black Enterprise in 2009 and elected a Fellow of the American Institute of Medical and Biological Engineering in 2014. He served as a director of Talix, Inc. from 2017 until it was acquired by Edifecs in 2021, and served as a director of Healthline, Inc. from 2009 until its acquisition by Summit Partners in 2016. He also served as a board member of the National Action Council for Minorities in Engineering (NACME) from 2009 until 2022. He also serves on the Board of the Green Bay Packers Football Club and Chairs the Foundation Committee. Mr. Barber received a B.S. in electrical engineering and an honorary doctorate in engineering from the Milwaukee School of Engineering, where he also serves as a Regent.

Steven K. Barg Director since 2023 Age: 62 Committees: • Quality & Regulatory Compliance • Strategic and Operational Review		Steven Barg has been a member of the Board since September 2023. Mr. Barg is Global Head of Engagement at Elliott. Prior to joining Elliott in February 2020, Mr. Barg spent 30 years in investment banking, most recently as a Participating Managing Director at Goldman Sachs. During his time at Goldman Sachs, Mr. Barg established and led what became the firm’s Global Activism and Shareholder Advisory practice; founded and led the M&A Capital Markets practice; and ran Asian Equity Capital Markets in Hong Kong. In addition, Mr. Barg served on both the Asian and Global Equity Commitments Committees and was Global Head of Diversity for the Investment Banking Division. Prior to joining Goldman Sachs, Mr. Barg served as a Managing Director in Equity Capital Markets at UBS and Credit Suisse, with postings in New York, Hong Kong, and London. Mr. Barg has served on the Board of Directors of Cardinal Health since September 2022. Mr. Barg holds an M.B.A. from the Stanford University Graduate School of Business and a B.A. from Wesleyan University. In addition, Mr. Barg was a Henry Luce Scholar in Hong Kong and a Coro Fellow in Public Affairs in New York.


J. Martin Carroll Director since 2015 Age: 75 Committees: • Compensation and Leadership • Nominating and Corporate Governance • Quality and Regulatory Compliance (chair		J. Martin Carroll has been a member of the Board since July 2015 and served as our lead independent director from October 2021 to June 2023 and our non-executive Chair from July 2023 to August 2023. He served as President and Chief Executive Officer of Boehringer Ingelheim Corporation and of Boehringer Pharmaceuticals, Inc. from 2003 until 2011 and as Head, Corporate Strategy and Development of Boehringer Ingelheim GmbH from 2012 until his retirement in 2013. He served as a director of Boehringer Ingelheim Corporation from 2003 until December 2012. Mr. Carroll joined the Boehringer Ingelheim organization in 2002 as President of Boehringer Pharmaceuticals, Inc. Mr. Carroll worked at Merck & Company, Inc. from 1976 to 2001. From 1972 to 1976, he served in the United States Air Force where he attained the rank of Captain. Mr. Carroll has been chairperson of the board of directors of Esperion Therapeutics since June 2022. He served as a director of Durata Therapeutics, Inc. from August 2014 until November 2014 when it was acquired by Actavis, as a director of Vivus, Inc. from May 2013 until September 2014, as a director of Therapeutics MD from March 2015 until December 2021, and as a director of Mallinckrodt plc from June 2013 until May 2022. He also served as a director of Inotek from April 2016 to June 2016 and as Chairman of its Board from June 2016 until January 2018 when Inotek was sold to Rocket Pharmaceutical. Mr. Carroll received a B.A. in accounting and economics from the College of the Holy Cross and an M.B.A. from Babson College. Mr. Carroll was granted a waiver, which will end at our 2025 Annual Meeting of Shareholders, from the resignation obligation imposed by our Corporate Governance Guidelines on directors over the age of 75.

Rolf Classon Director since 2014 Age: 79 Committees: • Audit • Compensation and Leadership • Nominating and Corporate Governance (chair)		Rolf Classon has been a member of the Board since August 2014. From October 2002 until his retirement in July 2004, Mr. Classon was Chairman of the Executive Committee of Bayer HealthCare AG, a subsidiary of Bayer AG. He served as President of Bayer Diagnostics from 1995 to 2002 and as Executive Vice President of Bayer Diagnostics from 1991 to 1995. Prior to 1991, Mr. Classon held various management positions with Pharmacia Corporation. Mr. Classon currently serves as the Chairman of Bico AB. Mr. Classon served as Vice Chairman of the Supervisory Board of Fresenius Medical Care AG & Co. KGaA through December 2023. He was previously Chairman of the Board of Directors of Perrigo Company plc from 2018 to 2022, having joined that board as a director in 2017, and Chairman of the Board of Directors of Tecan Group Ltd., serving from 2009 until April 2018. Mr. Classon served as Chairman of the Board of Directors of Hill-Rom Corporation from 2006 until March 2018, also serving as Vice Chairman of the Board from 2003 through May 2005 and as interim chief executive officer from May 2005 until March 2006. From 2005 to 2015, Mr. Classon served as Chairman of the Board of Directors of Auxilium Pharmaceuticals, Inc., and as Vice Chairman from March 2005 to April 2005. He also previously served as a director of Sequanna Medical AG from 2016 to 2017; of Aerocrine AB, Stockholm from 2013 to 2015; of Millipore Corporation from 2005 to 2010; of Prometheus Laboratories Inc. from 2004 to 2010; and of Enzon Pharmaceuticals Inc. from 1997 to 2011. Mr. Classon received his Chemical Engineering Certificate from the Gothenburg School of Engineering and a Business Degree from the Gothenburg University. Mr. Classon was granted a waiver, which will end at our 2025 Annual Meeting of Shareholders, from the resignation obligation imposed by our Corporate Governance Guidelines on directors over the age of 75.


Frank D’Amelio Director since 2023 Age: 66 Committees: • Compensation & Leadership • Quality & Regulatory Compliance		Frank D’Amelio has been a member of the Board since August 2023. Mr. D’Amelio is the former Chief Financial Officer and Executive Vice President, Global Supply, of Pfizer Inc. where he was responsible for all corporate finance functions including audit, controllers, tax, and treasury, as well as global supply. Prior to joining Pfizer, Mr. D’Amelio served as Senior Executive Vice President of Integration and Chief Administrative Officer of Alcatel-Lucent, responsible for the 2006 Alcatel-Lucent merger as well as procurement, real estate, IT, and supply chain. Prior to that, Mr. D’Amelio was the Chief Operating Officer of Lucent Technologies, responsible for leading business operations, including sales, the product groups, the services business, the supply chain, information technology operations, human resources, and labor relations. In 2001, he was appointed Executive Vice President and Chief Financial Officer of Lucent. In addition, Mr. D’Amelio held a number of roles while at Lucent Technologies, and before that, served in a variety of positions while at AT&T, including CFO, Transmission Systems and Controller, Network Systems. Mr. D’Amelio has served on the Board of Directors of Humana since September 2003, where he currently serves as Chair of the Audit Committee, on the Board of Directors of Zoetis, Inc. since July 2012, and on the Board of Directors of Hewlett Packard Enterprise since January 2023. He currently serves as a CFO in residence at the Deloitte CFO Academy. Mr. D’Amelio holds an M.B.A. in Finance from St. John’s University and a bachelor’s degree in Accounting from St. Peter’s College.

John J. Greisch Director since 2018 Executive Chair since August 2023 Age: 69 Committees: • Strategic and Operational Review (chair)		John Greisch has been a member of the Board since February 2018 and was appointed as Executive Chair on August 28, 2023. Mr. Greisch retired in May 2018 from his position as President and Chief Executive Officer of Hill-Rom Holdings, Inc., a position that he had held since 2010. Prior to that, Mr. Greisch was President International Operations for Baxter International, Inc., a position he held beginning in 2006. During his seven-year tenure with Baxter, he also served as Baxter’s Chief Financial Officer and as President of Baxter’s BioScience division. Before his time with Baxter, Mr. Greisch was President and Chief Executive Officer for FleetPride Corporation in Deerfield, Illinois, an independent after-market distribution company serving the transportation industry. Prior to his tenure at FleetPride, he held various positions at The Interlake Corporation, including serving as President of its Materials Handling Group. Mr. Greisch currently serves as chairman of the board of Viant Medical LLC, as chairman of the board of Discovery Life Sciences, and as lead independent director on the board of Carrier Corporation. He previously served on the boards of Cerner Corporation, Idorsia Pharmaceuticals Ltd., Hill-Rom Holdings, Inc., Actelion Ltd, and TomoTherapy, Inc. Additionally, he serves as a senior advisor to TPG Capital and is on the board of directors for Ann & Robert H. Lurie Children’s Hospital of Chicago. He received a Masters in Management from the Kellogg School of Management at Northwestern University and a B.S. degree from Miami University.

Gregory T. Lucier Director since 2015 Age: 60 Committees: • Audit • Compensation and Leadership (chair) • Strategic and Operational Review		Gregory T. Lucier has been a member of the Board since April 2015. Mr. Lucier is the chief executive officer of Corza Health, Inc. a company focused on acquiring healthcare companies and assets since April 2019. Prior to that, he served as Chairman and Chief Executive Officer of NuVasive, Inc., a medical device company, from 2015 to 2018. Before joining NuVasive, Mr. Lucier was Chairman and Chief Executive Officer of Life Technologies Corporation, a global biotechnology company, from May 2003 until it was acquired by Thermo Fisher Scientific Inc. in February 2014. Prior to that, Mr. Lucier was a corporate officer at General Electric Company, where he served in a variety of leadership roles. Mr. Lucier is chairman of Dentsply Sirona and a director at Maravai LifeSciences. He previously served as a director of Life Technologies Corporation from May 2003 to February 2014, of Carefusion Corporation from August 2009 until its sale to Becton Dickinson in March 2015, of Invuity, Inc. from October 2014 until its sale to Stryker in October 2018, and of Nuvasive from December 2013 to May 2021. Mr. Lucier received an M.B.A. from Harvard Business School and a B.S. in industrial engineering from Pennsylvania State University.


Alessandro Maselli Director since 2022 Age: 52		Alessandro Maselli was appointed Catalent’s President and Chief Executive Officer and joined the Board of Directors in July 2022. He previously served as the company’s President & Chief Operating Officer from February 2019 until July 2022. Mr. Maselli joined Catalent in 2010 as Director of Operations at Catalent’s pharmaceutical, nutritional and cosmetics plant in Aprilia, Italy. In 2013, he was appointed General Manager of Zydis^® operations at Catalent’s facility in Swindon, U.K., in 2015 he became Vice President of Operations, Europe, for Catalent’s Drug Delivery Solutions business unit, and in 2016 he was named Catalent’s Senior Vice President, Global Operations. Prior to Catalent, Mr. Maselli held operational and business leadership roles at Alstom and SGS. From 1998 to 2006, he held roles of increasing responsibility from process engineer to operations director at ABB. Mr. Maselli began his career as an automation systems engineer in the food industry. A native of Italy, Mr. Maselli earned bachelor and master degrees in electronic engineering from La Sapienza University of Rome.

Donald E. Morel, Jr., Ph.D. Director since 2015 Age: 67 Committees: • Quality & Regulatory Compliance		Dr. Donald E. Morel has been a member of the Board since November 2015. Dr. Morel retired in June 2015 as Chairman of West Pharmaceutical Services, Inc., a leading manufacturer of packaging components and delivery systems for injectable drugs and healthcare products, a position he had held since March 2003. He also served as West’s Chief Executive Officer from April 2002 until April 2015 and as its President from April 2002 until June 2005. Currently, Dr. Morel serves as Chairman of the Board of Directors of the American Oncologic Hospital of the Fox Chase Cancer Center. He also serves as Chairman of the Board of Trustees of the Franklin Institute, a trustee of the University of Virginia Darden School Foundation, and an Emeritus Trustee of Lafayette College. Additionally, Dr. Morel has been a Director of Stevanato Group since September 2018 and of Integra LifeSciences Holdings Corporation from August 2013 through May 2023. Prior to that, he served as a Director of Kensey Nash Corporation from 2010 until 2012. Dr. Morel obtained a Master of Science degree and a Ph.D. in Materials Science from Cornell University and a Bachelor of Science degree in Engineering from Lafayette College.

Stephanie Okey Director since 2023 Age: 65 Committees: • Compensation & Leadership • Nominating & Corporate Governance		Stephanie Okey has been a member of the Board since August 2023. Ms. Okey is the former Senior Vice President, Head of North America, Rare Diseases, and U.S. General Manager, Rare Diseases at Genzyme, a Sanofi company, where she worked for 19 years in various executive management roles. By the time of her retirement in July 2015, Ms. Okey had acquired launch and commercialization experience with nine rare disease therapeutics and 4 large market therapeutics during her career. Prior to joining Genzyme, Ms. Okey served in various positions of increasing responsibility in the biopharmaceutical industry, having held roles in field sales and marketing at Bristol Myers Squibb and later Genentech, Inc. Ms. Okey is currently a member of the board of directors of PTC Therapeutics, Inc. and Crinetics Pharmaceuticals, Inc., both publicly traded biopharmaceutical companies. In addition, Ms. Okey previously served as a member of the board of directors of the California Life Sciences Association from October 2014 to January 2016, and on the board of directors of Albireo Pharma, Inc. from 2018 until its acquisition by Ipsen in March 2023. Ms. Okey holds a B.S. in Zoology from The Ohio State University and an M.S. in Immunology and Medical Microbiology from Wright State University. She has also completed executive training and education in manufacturing resource planning and organizational leadership.


Michelle R. Ryan Director since 2023 Age: 58 Committees: • Audit • Strategic and Operational Review		Michelle Ryan has been a member of the Board since August 2023. Ms. Ryan is the former Treasurer of Johnson & Johnson, where she worked for almost 30 years. As Treasurer, Ms. Ryan was responsible for providing financial oversight and insights to Johnson & Johnson’s M&A activities. Additionally, she was responsible for managing Johnson & Johnson’s global retirement assets, capital market transactions, and risk management activities. Prior to her role as Treasurer, Ms. Ryan worked in various financial leadership roles across Johnson & Johnson’s businesses, including as Chief Financial Officer of its Global Consumer Business and Chief Financial Officer of its Pharmaceutical Business of the Americas. Ms. Ryan has served on the board of directors of Aledade, Inc., a public benefit corporation helping independent practices, health centers, and clinics deliver better care to their patients and thrive in value-based care, since December 2021. Ms. Ryan received a B.S. in Accounting and an M.B.A. in Finance from the Wharton School of the University of Pennsylvania and is a Certified Public Accountant (inactive) and Certified Management Accountant (inactive).

Jack Stahl Director since 2014 Lead Independent Director since August 2023 Age: 71 Committees: • Audit (chair) • Strategic and Operational Review		Jack Stahl has been a member of the Board since August 2014 and was appointed as Lead Independent Director on August 28, 2023. Mr. Stahl was the President and Chief Executive Officer of Revlon Inc. from 2002 until his retirement in 2006. Prior to joining Revlon, Mr. Stahl served as President and Chief Operating Officer of The Coca-Cola Company from 2000 to 2001, having previously served in various management positions at that company, including Executive Vice President of The Americas Group and earlier as Chief Financial Officer, since joining it in 1979. Mr. Stahl is the chair of the board of directors of United Natural Food, Inc. and serves on the U.S. board of advisors of CVC Capital Partners. Additionally, he formerly served on the boards of Schering-Plough Corporation, Dr Pepper Snapple Group, Saks, Inc., Coty Inc., Ahold Delhaize, and Advantage Solutions LLC, Coca-Cola Enterprises, Coca-Cola Amatil Limited, and was chairman of the board of managers of New Avon LLC. Mr. Stahl holds a bachelor’s degree in economics from Emory University and a master’s degree from the Wharton School of Business at the University of Pennsylvania.

Information Regarding Executive Officers

Set forth below is certain information with respect to our current executive officers as of October 21, 2024.

Alessandro Maselli President and Chief Executive Officer Age: 52		Mr. Maselli’s biography is set forth above.

John J. Greisch Executive Chair Age: 69		Mr. Greisch’s biography is set forth above.

Matti Masanovich Senior Vice President and Chief Financial Officer Age: 52		Matti Masanovich was named Senior Vice President & Chief Financial Officer in July 2023. Prior to joining Catalent, Mr. Masanovich served as Executive Vice President & Chief Financial Officer of Tenneco Automotive from August 2020 until it was acquired by Apollo in November 2023. Previously he was Chief Financial Officer at Superior Industries International from September 2018 until August 2020 and General Cable Corporation from November 2016 until July 2018. Earlier in his career, Mr. Masanovich held finance leadership roles of increasing responsibility in a number of companies in the automotive industry, where he demonstrated a strong history of improvement and profitability and operating efficiency. Mr. Masanovich began his career with PricewaterhouseCoopers LLP. He has Bachelor of Commerce, Finance & Accounting and M.B.A. degrees from the University of Windsor and is a Chartered Accountant in Canada.


Lisa Evoli Senior Vice President and Chief Human Resources Officer Age: 55		Lisa Evoli was named Senior Vice President and Chief Human Resources Officer in August 2023. Prior to joining Catalent, Ms. Evoli served as Executive Vice President and Chief Human Resources Officer of Integra LifeSciences Holdings Corporation from January 2016 until July 2023. Prior to that, she served for over two decades in a number of senior HR leadership roles, including at TE Connectivity Ltd., Johnson & Johnson and Motorola. Ms. Evoli holds a bachelor’s degree in business administration from the California University of Pennsylvania and a master’s degree in human resources development from Villanova University.

Joseph A. Ferraro Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary Age: 47		Joseph A. Ferraro was named Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary in February 2023 and is responsible for managing Catalent’s global legal and compliance operations. Prior to joining Catalent, Mr. Ferraro served as Chief Legal Officer and Secretary for Innovate Corp. from September 2017 until October 2022, where he managed global legal and compliance operations. Prior to Innovate, Mr. Ferraro served as General Counsel and Deputy Chief Compliance Officer at Prospect Capital from October 2008 until August 2017, having previously spent his early career at two leading law firms, Sullivan & Cromwell and Boies, Schiller & Flexner, where he focused on corporate and securities law. Mr. Ferraro holds a Juris Doctor degree with honors from The Law School at the University of Chicago, where he was a managing editor of The University of Chicago Law Review, and a Bachelor of Arts cum laude in public and international affairs from Princeton University. He is NACD Directorship Certified^®.

Aristippos Gennadios, Ph.D. Group President, Pharma & Consumer Health Age: 59		Aris Gennadios was named Group President, Pharma and Consumer Health in July 2022. Prior to that, he served as President of our Softgel & Oral Technologies business since September 2013 and, earlier, as Vice President and General Manager of Softgel Technologies. Dr. Gennadios has worked in the pharmaceutical industry since 1996 in roles including R&D, field sales, business development, operations, and leadership. He joined Catalent’s predecessor company, Cardinal Health, in 2002 and held several leadership posts within the softgel technologies business, including Global Vice President of Business Development for Softgel Technologies, General Manager of the Oral Development Center in Somerset, NJ, and Vice President and General Manager for Rx Softgel and Consumer Health products. Dr. Gennadios earned his bachelor’s degree in chemical engineering from the National Technical University of Athens, Greece and his master’s degree in agricultural engineering from Clemson University. Dr. Gennadios holds a doctorate in engineering from the University of Nebraska and an MBA from Wake Forest University.

Scott Gunther Senior Vice President, Quality & Regulatory Affairs Age: 57		Scott Gunther was named Senior Vice President of Quality & Regulatory Affairs in May 2017. Mr. Gunther joined Catalent in 2012 as Vice President, Quality and was responsible for overseeing the quality function for the United States and other countries with sites in the Drug Delivery Solutions business unit. He previously also concurrently served as an interim Vice President of Product Development for the DDS business unit. Prior to joining Catalent, Scott spent 22 years with Bristol-Myers-Squibb in various roles of increasing responsibility. In his last role at BMS, he held the position of Executive Director Quality Operations Americas, where he was responsible for quality operations at its manufacturing sites in the U.S., Puerto Rico, and Latin America. Scott holds a Bachelor of Science degree from the State University of New York at Buffalo and an MBA from Canisius College.

Michael Hatzfeld Vice President & Chief Accounting Officer Age: 52		Michael Hatzfeld was named Vice President & Chief Accounting Officer in January 2024. Prior to joining Catalent, Mr. Hatzfeld most recently served as Vice President of Finance and Corporate Controller of Superior Industries International, Inc. (NYSE: SUP) from December 2018 through January 2024. Prior to that, Mr. Hatzfeld held various accounting and finance positions with General Motors Company since 2011, including Controller, US Sales and Marketing Unit. Mr. Hatzfeld began his career in public accounting at Ernst & Young LLP. Mr. Hatzfeld holds a Bachelor of Science degree from Duquesne University and is a Certified Public Accountant.


Ricky Hopson President, Division Head for BioProduct Delivery, and Chief of Staff Age: 49		Ricky Hopson was named President, Division Head for BioProduct Delivery and Chief of Staff in August 2023. From July 2022 until August 2023, he was President, Division Head for Clinical Development and Supply. Concurrently, from April 2023 through July 2023, he served as Interim Chief Financial Officer. Prior to that, he served as Vice President & Chief Accounting Officer since June 2021. Mr. Hopson has been with Catalent for more than 20 years, serving in a variety of finance roles, including Vice President & Corporate Controller, Global Vice President, Operational Finance, and Vice President of Finance for two different business units. Mr. Hopson graduated from the University of Portsmouth and is a chartered management accountant in the U.K.

David McErlane Group President, Biologics Age: 51		David McErlane joined Catalent as Group President of Biologics in September 2023. Prior to joining Catalent, Mr. McErlane served as senior vice president and business unit head for Lonza’s Bioscience business from July 2021 to September 2023 - where he led strategy, sales, marketing, innovation, digital, and operations functions for this division while developing transformational business strategies, executing major investments to digitize the customer journey, and acquiring and integrating new technologies. Earlier in his career, Mr. McErlane held several leadership positions at MilliporeSigma from 2016 to 2021 and BioReliance from 2006 to 2016 after beginning his career as an engineering manager at Zeneca from 1990 to 1999. Mr. McErlane holds a bachelor’s degree in electronic systems engineering from Glasgow Caledonian University.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers, and beneficial owners of 10% or more of our shares of common stock to file reports with the SEC about their ownership of and transactions in our common stock. Based solely on our review of reports filed with the SEC and written representations from our executive officers and directors, we believe that all reports required to be filed under Section 16(a) during fiscal 2024 were timely filed, except for one Form 4 filed on July 7, 2023 for director J. Martin Carroll to report the grant of restricted stock units on July 1, 2023.

Insider Trading Arrangements and Policies

We have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers and employees, as well as by Catalent itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE listing standards. The foregoing summary of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy attached to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (the “2024 Annual Report”) as Exhibit 19.1 and incorporated herein by reference.

Standards of Business Conduct

Our Board and all of our employees, including our CEO, principal financial officer, principal accounting officer, and all other executive officers are required to abide by our Standards of Business Conduct to ensure that our business is conducted in a consistently legal and ethical manner. A copy of our Standards of Business Conduct can be found on our website at investor.catalent.com/corporate-governance. We will disclose on our website any future amendment to, or waiver from, provisions of our Standards of Business Conduct affecting our directors or executive officers as and to the extent required under applicable SEC and NYSE rules.

Director Nomination Process

The Nominating and Corporate Governance Committee (the “Nominating Committee”) considers and recommends the annual slate of director nominees for approval by our Board. The Nominating Committee considers a number of factors and principles in making its recommendations, including the following:

•

individual qualifications, including strength of character, mature judgment, familiarity with our business and industry, independence of thought, an ability to work collegially, and all other factors it considers appropriate, which may include age, gender, and ethnic and racial background

•

existing commitments to other businesses or any other board of directors (or similar body)

•

potential conflicts of interest with other pursuits

•

legal considerations, such as antitrust issues

•

corporate governance background

•

varied and relevant career experience

•

relevant technical skills and education

•

relevant business or government acumen

•

financial and accounting background

•

executive compensation background

•

the size, composition, and combined expertise of the existing Board

Although our Board and Nominating Committee consider diversity of viewpoints, background, and experiences when identifying and reviewing candidates for our Board, our Board does not have a separate diversity policy. In identifying and evaluating prospective director candidates, the Nominating Committee may seek referrals and assistance from other members of our Board, management, shareholders, and other sources, including third-party search consultants. The Nominating Committee uses the same criteria for evaluating candidates regardless of the source of the referral. When considering director candidates, the Nominating Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experiences to further enhance our Board’s effectiveness.

Shareholders may nominate directors for election by following the provisions set forth in our bylaws concerning such matters. The Nominating Committee, in accordance with our Governance Guidelines, will consider the qualifications of any nominee proposed by one or more shareholders in the same manner in which it evaluates any other candidate.

Audit Committee and Audit Committee Financial Expert

The members of the Audit Committee are Jack Stahl (Chair), Rolf Classon, Gregory T. Lucier and Michelle R. Ryan. All members of the Audit Committee are “independent” in accordance with the NYSE listing standards and SEC rules applicable to boards of directors in general and audit committee members in particular. Our Board has determined that each member of the Audit Committee qualifies as an “audit committee financial expert” as defined in SEC rules.

ITEM 11.

EXECUTIVE COMPENSATION

Executive Summary

Our executive compensation program is intended to attract, motivate, retain, and reward our leadership in a manner that will align their interests with those of our shareholders on an annual and long-term basis and promote sustainable shareholder value creation. We believe attracting, motivating, retaining, and rewarding superior talent is needed to maintain and improve our performance and shareholder returns. We therefore seek to maintain a competitive program that ties a significant portion of executive pay to our financial and stock price performance.

The following is a summary of important aspects of our executive compensation program.

Balanced mix of pay components and incentives. Our compensation program targets a market-based mix of cash and equity compensation, and of short- and long-term incentives. The principal elements of our program are base salary; performance-based annual bonus; and long-term equity awards, split 67/33 between performance-contingent (PSUs and stock options) and time-vested (RSUs).

Pay for Performance. We emphasize pay-for-performance to align executive compensation with our business strategy. Approximately 90% of the target total direct compensation of our CEO in 2024 was variable or performance-based.

Share Retention. Our Compensation and Leadership Committee (the “Compensation Committee”) has established stock ownership guidelines directing our executive officers to hold a multiple of annual salary in the form of shares of common stock in order to align management and shareholder interests.

Pledging and Hedging. Our executives are prohibited from pledging our shares (absent our General Counsel’s permission, which has never been granted) or hedging against the economic risk of such ownership.

Use of Independent Consultant. The Compensation Committee has engaged an independent, third-party consultant, Frederic W. Cook & Co., Inc. (“FW Cook”), to assist it in designing our compensation program and making compensation decisions.

Clawback/Forfeiture Provisions. The terms of our long-term, equity-based awards and our short-term, cash-based award plan allow us in certain circumstances to “claw back” shares and cash received pursuant to such awards or, in the case of the equity-based awards, to require the repayment of all gains realized on the vesting or exercise of such awards.

Compensation Peer Group. The Compensation Committee uses a group of peer companies, selected with the assistance of FW Cook to be aligned with corporate governance best practices, to benchmark target total direct compensation levels, other executive compensation-related programs and policies, and benefit packages.

Shareholder Say-on-Pay. At the 2023 Annual Meeting of Shareholders held in January 2024, our shareholders voted 97.31% in favor of our say-on-pay proposal, demonstrating their concurrence that our executive compensation program reflects a strong pay-for-performance orientation. In fiscal 2024, the Compensation Committee considered the outcome of the shareholder advisory vote when making decisions relating to the compensation of our named executive officers (“NEOs”) and our executive compensation program and policies.

Overview of 2024 Executive Compensation

2024 COMPENSATION CONSIDERATIONS

In fiscal 2024, we remained steadfast in our commitment to attract, motivate, retain, and reward our leadership team, and implemented strategic adjustments to our compensation programs to further enhance the flexibility and accountability of our leadership team. We revised the fiscal 2024 management incentive plan (“MIP”) for our executive leadership team (“ELT”), including our NEOs, by (1) eliminating the 30% individual performance factor, (2) increasing the business performance factor weighting to 100%, and (3) introducing an individual performance modifier for MIP payment adjustments (i) for the ELT, based on our CEO’s recommendations, and (ii) for each of the CEO and Executive Chair, based on the Compensation Committee’s evaluation of his contributions. Additionally, we introduced Free Cash Flow, as defined below, as a third performance metric for determining the business performance factor of the MIP for NEOs and certain employees with the business performance factor based on our consolidated financial results.

For fiscal 2024, the business performance factor payout percentage was initially determined to be 69% of target. With respect to the three performance metrics used to determine such business performance factor, our fiscal 2024 financial performance resulted in Budget-Based Revenue being up by 1.4%, Budget-Based EBITDA missing target at 9.4%, and Free Cash Flow below target resulting in a 0% payout (all three terms as defined below). As a result, the business performance-based compensation determined for and paid out in fiscal 2024 was below the target.

However, in light of certain qualitative and quantitative considerations presented by management, the Compensation Committee adjusted the business performance factor payout percentage from 69% to 93% of target for the entire Company. These qualitative and quantitative considerations included management:

Successfully delivering the signing of a transformational deal with Novo Holdings, adding significant value to shareholders and setting up Catalent for a stronger, more secure future;

Remediating regulatory inspection deficiencies, correcting operations at our Bloomington and BWI sites, and exiting the year returning toward normalized margins;

Improving financial reporting and controls, including on-time filing of financials, remediating material weaknesses, increasing control robustness, and navigating a mid-year change in audit firm;

Successfully delivering Free Cash Flow objectives;

Making significant progress on difficult restructuring initiatives; and

Upgrading critical leadership roles for retention purposes across the executive and senior leadership teams.

Additionally, our financial performance in fiscal 2024 resulted in materially lower payouts under the long-term incentive program compared to fiscal 2023 payouts. Our Relative Return PSUs, as described below, for the fiscal 2022-2024 performance period had a 0% payout, and our Adjusted EPS PSUs, as described below, for the same period vested at 0%. Similarly, the values of time-vested RSUs at their vesting in early fiscal 2025 were materially lower than their values at the time of their grant due to the decline in our stock price compared to early fiscal 2022 when they were awarded. As of the end of fiscal 2024, outstanding PSUs aligned to the fiscal 2023-2025 performance period are tracking meaningfully below target, while the fiscal 2024-2026 performance period PSUs are tracking above target.

EXECUTIVE PAY MIX FOR 2024

The majority of target total direct compensation for our NEOs during fiscal 2024 consisted of variable pay elements. The Compensation Committee believes this allocation aligns with our pay-for-performance compensation philosophy of motivating our NEOs to achieve our performance objectives in the short-term and to grow the business to create sustainable value for our shareholders in the long term.

(1)

Does not include other compensation, pension values and nonqualified deferred compensation earnings, which are shown in the Summary Compensation Table below. Mr. Maselli’s LTIP target remained at $5,500,000; however, he received a one-time increase in his long-term incentives which resulted in an LTIP target value of $6,875,000 for fiscal 2024, which is represented in the chart above.

(2)

Per the terms of Mr. Masanovich’s offer letter, his initial LTIP target is $5,000,000, which is represented in the chart above. In fiscal 2025, Mr. Masanovich’s LTIP target will be $2,500,000. Mr. Hopson’s LTIP target is $450,000; however, he received a one-time increase in his long-term incentives to recognize his role as Interim CFO resulting in an LTIP target value of $650,000 for fiscal 2024, which is represented in the chart above.

CEO 2024 TARGET DIRECT COMPENSATION OVERVIEW


BASE SALARY		• $925,000

MANAGEMENT INCENTIVE PLAN (MIP)		• $1,110,000 at target, equal to 120% of base salary

LONG-TERM INCENTIVE AWARD		• $6,875,000 in grant date fair market value awarded under our long-term incentive plan

Our Executive Compensation Program

OUR COMPENSATION PHILOSOPHY AND PRINCIPLES

Our executive compensation program ties pay delivery to the successful execution of our overall business goals and adherence to our core values, which we believe best serves the interests of our shareholders. We believe that attracting, motivating, retaining, and rewarding superior executive talent is a key to delivering attractive shareholder returns, and that an appropriately structured executive compensation program is critical to that end, with each element supporting the achievement of our compensation philosophy.

Our executives must be of a caliber and level of experience necessary to manage our complex, global business effectively. Given the long-cycle nature of most of our businesses, the complexity and highly regulated nature of our operations, and the competitive nature of our industry, it is especially important for us to retain our executive talent to ensure continuity of management. We seek to implement this philosophy by following three key principles:


• Competitive compensation. Providing a competitive compensation opportunity that enables us to attract, motivate, retain, and reward superior executive talent.		• Alignment with shareholder interests. Aligning our executives’ interests with our shareholders’ through equity compensation, short- and long-term absolute and relative performance metrics and share retention guidelines.

• Linking compensation to performance. Fostering a pay-for-performance philosophy by tying a significant portion of pay to financial and stock-price performance as well as other goals that support the creation of sustainable long-term shareholder value.

EXECUTIVE COMPENSATION PROGRAM ELEMENTS


COMPONENT	DESCRIPTION	OBJECTIVES AND COMMENTS
Cash Compensation
Base Salary	Fixed cash compensation that is based on scope of responsibilities, experience, prior performance, and the pay practices of key competitors for executive-level talent.	• Attract, motivate, and retain superior talent. • Provide a fixed, baseline level of compensation. • Annual increase, if any, based on market positioning and individual performance.

Annual Bonus Opportunity: Management Incentive Plan (MIP)	Annual cash payment tied to our financial results.	• Variable pay for short-term achievement of financial results and individual goals. • For fiscal 2024, 100% based on business performance: 60% based on Budget-Based EBITDA, 30% based on Budget-Based Revenue, and 10% based on Free Cash Flow (each as defined below)⁽¹⁾

⁽¹⁾

Note that “Budget-Based Revenue” and “Budget-Based EBITDA” are non-GAAP financial measures and subject to important limitations. For a discussion of these measures and how they reconcile to our results reported under U.S. GAAP, please see the heading “Non-GAAP Metrics” under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (solely with respect to “Budget-Based Revenue”, “Budget-Based EBITDA”) and the heading “Non-GAAP Financial Measures” at the end of Item 11. Executive Compensation of this Annual Report. For the purposes of the MIP, “Free Cash Flow” is defined as the budget-based net cash provided by operating activities less cash flow due to acquisition of property, equipment, and other productive assets, as such terms are used in the Company’s audited consolidated statement of cash flows.


COMPONENT	DESCRIPTION	OBJECTIVES AND COMMENTS
Long-Term Incentive
Awards under our Long-Term Incentive Plan (“LTIP”)	Annual grants of equity-based awards under our 2018 Omnibus Incentive Plan (the “2018 Omnibus Plan”) intended to drive (1) absolute and relative long-term performance relative to pre-established objectives and (2) robust, continuous executive retention. Includes grants of Nonqualified Stock Options, RSUs, and PSUs.	• Align compensation with the creation of shareholder value and achievement of long-term performance objectives. • Increase equity ownership by executives. • Promote executive retention. • Reward absolute and relative stock price performance over a multi-year period.
COMPONENT	DESCRIPTION	OBJECTIVES AND COMMENTS
Retirement Benefits
U.S Savings Plan	A tax-qualified 401(k) defined contribution plan that allows U.S. participants to defer a portion of their compensation, subject to Internal Revenue Code limits, and receive a partial employer matching contribution.	• Attract, motivate, and retain superior talent.


Deferred Compensation Plan	A nonqualified deferred compensation plan for qualifying U.S. and U.K. employees that provides opportunities to defer income taxation of a portion of compensation beyond what is permitted under our Savings Plan. The plan allows NEOs and certain other executives to defer up to 80% of total cash compensation, to receive matching contributions equal to 50% of the first 6% of compensation deferred, and to invest cash amounts deferred in a variety of investment options. In addition, the plan allows for U.S.-based executives to defer certain grants received under our 2018 Omnibus Plan.	• Attract, motivate, and retain superior talent.

Severance Benefits
Executive Severance and Change-in-Control Benefits	Severance benefits provided to NEOs and certain other senior executives upon company-initiated involuntary termination of employment without cause, or upon a “good reason” termination by the executive. Equity grants provide for vesting if employment is terminated involuntarily without cause following a change in control.	• Attract, motivate, and retain superior talent. • Facilitate recruitment and retention of executives by providing income security in the event of involuntary job loss.

The Compensation Process

THE ROLE OF THE COMPENSATION COMMITTEE, ITS CONSULTANT, AND MANAGEMENT

The Compensation Committee oversees the compensation program for our CEO and our other executive officers, including our other NEOs. Management typically formulates new proposals concerning executive compensation, including, but not limited to salary levels, the form and content of various incentive or other compensation programs, and benefits such as healthcare and retirement programs (though management does not propose or otherwise participate in the setting of our CEO’s compensation). All management proposals as they relate to our NEOs are subject to Compensation Committee review and approval. The Compensation Committee has retained an independent consultant, FW Cook, to help it fulfill its responsibilities, including its review of management proposals. Among other things, FW Cook benchmarks compensation levels using available market data and trends and the Comparison Group approved by the Compensation Committee (see discussion of Comparison Group below). In compliance with the NYSE’s listing standards and SEC rules, the Compensation Committee in April 2024 conducted its annual independence assessment of FW Cook and concluded that it remains independent of management and that its work did not raise any conflict of interest.

THE COMPENSATION COMMITTEE’S PROCESS

In accordance with its charter, the Compensation Committee is responsible for, among other duties:

•

reviewing and approving our overall executive compensation philosophy;

•

overseeing the administration of compensation and benefit programs, policies, and practices;

•

reviewing and approving the identification of our peer companies with respect to various benchmarking activities and data sources used in evaluating our compensation competitiveness;

•

evaluating the performance of the CEO against performance goals and objectives approved by our Board; and

•

approving the performance metric and corresponding goals, evaluating the performance, and approving the compensation of our executive officers.

THE USE OF MARKET DATA IN DETERMINING COMPENSATION

The Compensation Committee considers numerous factors as it formulates, reviews, and approves pay components and the overall structure of our executive compensation program. Among these factors are survey data, scoped to focus on companies with revenue comparable to ours, and the compensation practices of select peer companies, which we refer to as the “Comparison Group.” In January 2023, the Compensation Committee reviewed the Comparison Group that would be used to inform pay decisions for fiscal 2024. After reviewing the fifteen companies in the Comparison Group, the Compensation Committee determined not to make any changes because it concluded that the group continued be appropriate from a size and industry perspective, which included the observation that Catalent’s $4.8 billion trailing four-quarter revenue at the time was above the $3.9 billion peer median trailing four-quarter revenue at the time.

The fifteen companies in the Comparison Group that informed compensation decisions for fiscal 2024 were:

•

Agilent Tech

•

Align Tech

•

Boston Scientific

•

Biogen

•

Bio-Rad Labs

•

Cooper Cos

•

Hologic

•

Horizon plc

•

Incyte

•

Jazz Pharma plc

•

Mettler-Toledo

•

Perrigo plc

•

STERIS plc

•

West Pharma Services

•

Vertex Pharma

The Compensation Committee also considers other factors in addition to the market benchmarks, including individual executives’ tenure, proficiency in role, and criticality to our performance. The Compensation Committee concluded that our pay strategy is appropriate to assure the attraction and retention of top talent in a competitive market. While the Compensation Committee considers peer and market data, it does not target a specific market position when determining executive target compensation levels. In addition to referencing market data, as described above, the Compensation Committee considered prior year compensation history and compensation levels of other Company executives to provide context for fiscal 2024 executive compensation.

Details of Total Direct Compensation Elements

For fiscal 2024, compensation paid to our NEOs consisted of base salary; short-term incentive pay in the form of participation in the MIP; equity-based, long-term incentive awards subject to multi-year time- and performance-vesting criteria; and the opportunity to participate in certain benefit programs and other perquisites.

We generally review the base salary and other incentive compensation target amounts of our executive officers, including our NEOs, annually, consistent with the process for our employees generally.

BASE SALARY

Base salary is the principal fixed component of target total direct compensation for NEOs, and is determined by considering the executive’s job responsibilities, market data, and the individual’s performance and contributions.

MANAGEMENT INCENTIVE PLAN

SUMMARY

The MIP is an annual cash incentive program that rewards performance against annual individual and overall business goals. We extend MIP participation to a broad group of our executives, including our NEOs. The Compensation Committee selects the overall business goals applicable to the NEOs participating in the MIP from among the corporate financial and strategic growth objectives set each year by our Board.

In previous fiscal years, each participant’s target payout under the MIP was structured such that 70% of the payout was based on business goals applicable to that participant and 30% was based on the participant’s individual goals.

For fiscal 2024, we reassessed the MIP to determine whether adjustments were necessary to enhance the flexibility and accountability for our ELT. We updated the MIP, eliminating the formulaic application of individual performance factors and introducing a discretionary modifier based on the CEO’s evaluation of each executive officer’s contribution towards the Company’s financial results and qualitative performance.

Specifically:

(a)

The previous 30% individual performance factor was removed, and the business factor weighting was increased from 70% to 100%;

(b)

For members of the ELT, excluding the CEO and Executive Chair, a discretionary performance modifier ranging from 0-125% of each participant’s target was introduced, allowing adjustments to the MIP payment based on the CEO’s recommendations regarding each member’s individual contribution; and

(c)

For the CEO and Executive Chair, the discretionary performance modifier was determined by the Compensation Committee’s evaluation of their contributions.

In all cases set forth above, the MIP payouts, after applying the discretionary performance modifier, cannot exceed a maximum of 200% of the target amount.

Additionally, since fiscal 2022, the Compensation Committee has structured the business goals portion of our MIP around the achievement of two key metrics: the Budget-Based EBITDA goal and the Budget-Based Revenue goal, both defined under “Non-GAAP Financial Measures” at the end of Item 11. Executive Compensation of this Annual Report. In fiscal 2024, the Committee expanded this framework by introducing a third performance metric, namely Free Cash Flow. This new metric, only applicable to participants with a business factor based on the Company’s consolidated financial results, is now included in the determination of the business goals portion of our MIP.

2024 PERFORMANCE TARGETS

To ensure alignment with our strategic financial objectives, the Compensation Committee refined the structure of our MIP for fiscal 2024 and based the business goals portion of our MIP on achievement of our Budget-Based EBITDA goal, our Budget-Based Revenue goal, and Free Cash Flow. The Compensation Committee uses the aforementioned performance metrics because:

(a)

it believes that they are important indicators of our increasing value and growth, as well as the overall financial health of the Company to pay down debt,

(b)

they are the primary measures by which we set and measure performance for the fiscal year,

(c)

they exclude certain items that would normally be part of a calculation of net earnings but that we believe are not representative of our core business, and

(d)

they are widely used measures of overall financial performance.

The Compensation Committee concluded for fiscal 2024 that (1) using a combination of these three measures would provide a balanced set of business performance targets that focus on growth, profitability, financial health, and the most efficient conversion of revenue to profit, (2) at the time the goals are set, the performance targets provide a reasonably achievable, but challenging, set of goals for our NEOs and other MIP participants, and (3) linking our NEOs’ bonuses to company-wide performance goals encourages collaboration across the executive leadership team. These goals are intended to incentivize all participants to maximize their performance for the benefit of our shareholders.

CALCULATING 2024 MIP AWARDS

As stated above, for fiscal 2024, the MIP awards for the ELT, including NEOs, are entirely based on business factor metrics, with a potential modifier to reward individual performance. The business performance factor comprises three key metrics: Budget-Based EBITDA, Budget-Based Revenue, and Free Cash Flow, with a weighting of 60% towards the Budget-Based EBITDA, 30% towards Budget-Based Revenue, and 10% towards Free Cash Flow.

For NEOs other than the CEO and Executive Chair, the performance modifier (if used) can adjust the calculated business factor up (cannot exceed 200% of target maximum) or down to a zero payout, reflecting CEO evaluation of each top executive’s contribution toward Catalent’s financial results and qualitative performance. For the CEO and Executive Chair, the performance modifier (if used) can adjust the calculated business factor up (cannot breach 200% of target maximum) or down to a zero payout, reflecting the Compensation Committee’s evaluation of the contribution of the CEO and Executive Chair toward Catalent’s financial results and qualitative performance. For fiscal 2024, the CEO recommended to apply the modifier for Mr. Masanovich in the amount of $140,000 and for Mr. Hopson in the amount of $42,000, and the Compensation Committee approved.

When determining MIP awards, with respect to Budget-Based EBITDA and Budget-Based Revenue, the Compensation Committee used a matrix approach that simultaneously evaluates performance of the Budget-Based EBITDA and Budget-Based Revenue components comprising 90% of the business-goal portion of the MIP, as described above. With respect to Free Cash Flow, this factor is not linear and has no proration between thresholds, producing one of three results: 0%, 100% or 200%.

Performance at target for each of the metrics results in achievement of the business-goal portion of the MIP award at 100% of a participant’s target amount. With respect to the Budget-Based EBITDA and Budget-Based Revenue, performance below or above the targets, subject to a range of 80% to 125% and a minimum 80% achievement of Budget-Based EBITDA target, results in an achievement of 90% of the business-goal portion of the MIP award in the manner set forth in the following table (at 0-200% of target), with linear interpolation applied for results that fall between two consecutive revenue or EBITDA achievement levels:


		Revenue Goal Achievement (as a percentage of budget)
		<80%	80%	85%	90%	95%	100%	105%	110%	115%	120%	125%
EBITDA Goal Achievement (as a percentage of budget)	<80%	0%	0%	0%	0%	0%	0%	0%	0%	0%	0%	0%
	80%	32%	32%	39%	46%	53%	60%	62%	64%	66%	68%	70%
	85%	49%	49%	49%	56%	63%	70%	72%	74%	76%	78%	80%
	90%	66%	66%	66%	66%	73%	80%	80%	80%	80%	80%	80%
	95%	75%	75%	75%	78%	85%	85%	85%	85%	85%	85%	85%
	100%	90%	95%	95%	95%	96%	100%	105%	110%	115%	115%	115%
	105%	95%	98%	100%	104%	109%	113%	120%	125%	125%	125%	125%
	110%	100%	109%	113%	117%	122%	126%	133%	140%	140%	140%	140%
	115%	104%	122%	126%	130%	135%	139%	146%	153%	160%	160%	160%
	120%	117%	135%	139%	143%	148%	152%	159%	166%	173%	175%	175%
	125%	130%	148%	152%	156%	161%	165%	172%	179%	186%	193%	200%

Achievement by each participant, including each of our NEOs, against Catalent’s financial performance and for non-NEOs, including financial and individual performance, can result in payment of the MIP award between 0% and 200% of the target amount. The target amount for each participant in our MIP, including each of our NEOs, is a fixed sum and is reviewed annually by the Compensation Committee, consistent with the process for our employees generally.

CLAWBACK/FORFEITURE

Participation in the MIP may be cancelled or forfeited and repaid to us if the participant engages in any “Detrimental Activity,” including but not limited to fraud, breaches of restrictive covenants, and disparagement of the company, as defined in the 2018 Omnibus Plan. In addition, if a participant receives any amount in excess of what the participant should have received for any reason (including by reason of a financial restatement, mistake in calculation, or other administrative error), the participant must repay the excess. Without limiting the foregoing, all MIP awards are subject to reduction, cancellation, forfeiture, or recoupment to the extent necessary to comply with applicable law.

In October 2023, the Company adopted a Clawback Policy in accordance with Section 10D of the Exchange Act and Rule 10D-1 promulgated thereunder and the NYSE listing standards.

2024 MIP AWARDS

The business performance goals and achievement levels for fiscal 2024, which collectively represented 100% of each NEO’s overall target MIP award, are as follows (in millions of U.S. dollars, using our internal budget-based currency exchange rates, or percentages):


Performance Measure	Threshold / Target / Maximum Performance⁽¹⁾		Actual Performance			Business Performance Factor Payout Percentage			Adjusted Business Performance Factor Payout Percentage
Budget-Based Revenue	$	3,467 / $4,334 / $5,418	$	4,395			69	%		93	%
Budget-Based EBITDA	$	630 / $788 / $985	$	714
Free Cash Flow	$	65 / $65 / $212	$	(59	)

⁽¹⁾	When calculating Budget-Based EBITDA, Budget-Based Revenue and Free Cash Flow performance, the target, threshold, and maximum are adjusted by the Compensation Committee for the projected performance from completed acquisitions over the measurement period.

The CEO, together with the Senior Vice President and Chief Human Resources Officer during fiscal 2024, evaluated the individual performance of each of our executive officers, including the NEOs other than the CEO, based on each individual’s fiscal 2024 goals and objectives. After considering the individual’s performance as well as their contribution to the financial results of the Company, management determined a recommended MIP award for each such executive officer, which they presented to the Compensation Committee. In approving MIP awards for the NEOs other than the CEO, the Compensation Committee considered our financial performance in fiscal 2024 and the individual assessment of performance and accomplishments relative to their respective goals and objectives.

The CEO also presented to the Compensation Committee an assessment of his own individual performance, which the Compensation Committee evaluated in determining the CEO’s MIP award. The CEO’s MIP award was based on his fiscal 2024 goals and objectives in the areas of: (1) delivering on financial commitments in net revenue, EBITDA, working capital improvements, cost savings and capex; (2) improving operating performance while continuing to strengthen Catalent’s foundation; (3) optimizing Catalent’s portfolio’s potential and unlocking each division’s contribution to the collective whole; (4) maintaining organizational vitality and culture; and (5) restoring investor confidence. The Compensation Committee did not assign weights in considering these areas, but took account of the differing levels of focus in each area as the year progressed. After consideration of all of these factors, the Compensation Committee decided to award the CEO a MIP bonus for fiscal 2024.

The Executive Chair presented to the Compensation Committee an assessment of his own personal performance, which the Compensation Committee evaluated in determining the Executive Chair’s MIP award. The Executive Chair’s 2024 goals and objectives included the following: (1) coaching and mentoring the CEO and ELT; (2) effectively leading the Board and Strategic and Operational Review Committee in the evaluation of operational improvement opportunities and strategic options for the future; (3) on-boarding the CFO; (4) leading, along with the CEO, an effective succession planning process for Catalent’s leadership team; (5) guiding the Catalent’s M&A strategy and portfolio transformation strategy; and (6) leading the Board by working with the CEO and Lead Independent Director to set effective Board meeting agendas and effectively manage Board meetings. After consideration of all of these factors, the Compensation Committee decided to award the Executive Chair a MIP bonus for fiscal 2024.

LONG-TERM INCENTIVE AWARDS

Our long-term incentive compensation program is potentially available to all our employees, including our NEOs, and includes one or some combination of three types of equity-based awards:

•

time-based stock options, in which there is a fixed grant to the recipient subject only to a time- and service-based vesting requirement;

•

time-based RSUs, in which there is a fixed grant to the recipient subject only to a time- and service-based vesting requirement; and

•

performance-based PSUs, in which vesting is based on the achievement of pre-established performance criteria over a multi-year performance period, subject to continuing service through the date of certification of final performance by the Compensation Committee.

By awarding grants with multi-year performance or vesting periods, we appropriately align program participants with the long-term best interests of our shareholders. Those interests are also protected by restrictive covenants that are imposed on our participants, including a confidentiality obligation, a limitation on competing with us for the greater of one-year post-departure and the final vesting of outstanding equity-based awards, and an agreement not to solicit our employees for one year after leaving our employ.

With the exception of Mr. Greisch, awards to our NEOs for the fiscal 2024-2026 performance period, awarded in early fiscal 2024, were divided into PSUs (with the target number of shares providing 34% of the target value awarded), stock options (33% of the target value awarded), and RSUs (33% of the target value awarded). The change in the mix of LTIP awards from fiscal 2023 was the result of an inability to set meaningful long-term financial goals in early fiscal 2024 due to the business challenges at the time, and the Compensation Committee’s desire to maintain a strong focus on performance by up-weighting both the relative TSR PSUs and the options such that a total of two-thirds of the LTIP mix of awards is in an “at-risk” award type.

Per the terms of Mr. Greisch’s employment agreement, his fiscal 2024-2026 LTIP award composed of 75% stock options and 25% PSUs. In turn, the target value awarded as PSUs was granted in the form of relative total shareholder return (“Relative Return”), as described below in this section. The target size for our NEOs’ LTIP awards was set by the Compensation Committee using a market-based determination of LTIP grant value, individual performance, and other factors.

Awards to our NEOs for the fiscal 2024-2026 performance period, awarded in early fiscal 2024 under our LTIP were generally determined and approved by the Compensation Committee on a dollar-value basis, which is then translated into a fixed or target number of options, RSUs, or PSUs by dividing the award by the per-instrument price, using a Black-Scholes valuation for options, grant date share price for RSUs, and the value derived from a Monte Carlo pricing model for Relative Return PSUs, and then rounding up to the nearest whole number of shares. Subject to the recipient’s continued service with us through each applicable vesting date, options vest in equal installments over the first four anniversaries of the grant date, RSUs vest one-third on the first, second, and third anniversaries of the grant date, and PSUs vest when and if we determine that the performance criteria are met at the end of the three-year performance period. The continued service requirement is waived in the event of a participant’s disability or retirement in accordance with the “Rule of 65,” which applies if a participant retires on or after the date on which the sum of the participant’s age and period of service with us equals sixty-five (65) years, so long as they are at least the age of fifty-five (55) and give at least six-months’ notice and, beginning with grants awarded in fiscal 2021, have completed at least five years of service with us.

The performance criteria for the PSUs granted during fiscal 2024 are as follows:

•

Relative Return is the percentile rank of our total shareholder return during the 3-year performance period relative to the total shareholder return of each of the companies comprising the S&P 500 Healthcare Index (with total shareholder return being the change in the price per share over the performance period, assuming reinvestment of dividends, if any, paid during the performance period). There were 66 other companies, including Catalent, in the comparison group at the start of the fiscal year 2024-2026 three-year performance period.

•

Achievement of the median Relative Return will earn the participant the number of shares equal to 100% of the target number of Relative Return PSUs. At the 25^th percentile, 50% of target will be earned, with no shares earned for achievement below that threshold. At the maximum achievement level of the 75^th percentile, the resulting earnout is at 150% of target. Earnouts are interpolated for levels of achievement between threshold and target, and between target and maximum. In addition, earnouts on our Relative Return PSUs are subject to an additional cap so that the total value of the shares earned at payout cannot exceed 300% of the grant date value of such incentive awards.

The Compensation Committee believes that the performance targets for the Relative Return PSUs represent reasonably achievable but challenging goals and are intended to incentivize all participants to maximize their performance for the long-term benefit of our shareholders.

Note that Adjusted Net Income is a non-GAAP financial measure, is not a measure of operating income, operating performance, or liquidity presented in accordance with U.S. GAAP and is subject to important limitations. For a discussion of these measures and how they reconcile to our results reported under U.S. GAAP, please see the heading “Non-GAAP Metrics” under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the 2024 Annual Report and the heading “Non-GAAP Financial Measures” at the end of Item 11. Executive Compensation of this Annual Report.

FISCAL 2022-2024 PSU PERFORMANCE

In fiscal 2022, the Compensation Committee granted PSUs representing 50% of the total long-term incentives to executives for the fiscal 2022-2024 performance period, awarded one-half as Adjusted EPS PSUs and one-half as Relative Return PSUs. These PSUs issued in respect of the fiscal 2022-2024 performance period vested in fiscal 2025 at a performance level of 0% of target for the Adjusted EPS PSUs and 0% of target for the Relative Return PSUs earned by our NEOs.

Fiscal 2022-2024 Performance Targets


	Performance Schedule						Corresponding Earnout Range (% of Target)
	Threshold		Goal		Maximum		Thresh.			Goal			Max.
Adjusted EPS PSUs and Performance Shares	$	8.16	$	10.88	$	16.32		50	%		100	%		200	%
Relative Return PSUs and Performance Shares		25^th Percentile		50^th Percentile		75^th Percentile		50	%		100	%		150	%

Fiscal 2022-2024 Performance Achievement


	Actual Performance
	Achievement Level		% of Goal		Earnout as % of Target
Adjusted EPS PSUs	$	4.99		N/A		0	%
Relative Return PSUs		8th Percentile		N/A		0	%

EQUITY GRANT PRACTICES

Effective in 2021 for the fiscal 2022-2024 LTIP performance period, the Compensation Committee approved a fixed grant date of July 26^th for purposes of awarding the annual LTIP to executives, which includes options and RSUs. The Compensation Committee generally meets at their scheduled July meeting or by written consent (if needed), which is typically scheduled prior to the July 26^th fixed date. In the event the grant date falls on a weekend, the fair market value will be based on the previous Friday’s closing stock price. For newly hired executives beginning employment after the annual July 26^th fixed date, the Compensation Committee will be presented with the executive’s LTIP award for approval, with the grant date typically coinciding with the executive’s date of hire. Throughout the year on a quarterly basis, LTIP-based equity awards are occasionally made to new hires and promoted employees. The Compensation Committee may delegate the authority to grant equity awards to eligible employees who are not Section 16 officers.

The Compensation Committee does not take material non-public information into account when determining the timing and terms of option awards, and the Company does not time the disclosure of such material non-public information for purposes of affecting the exercise price of the options or the value of executive compensation. In addition, the Company does not grant options during the four business days prior to or the one business day following the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a Form 8-K that discloses material non-public information.

Other Benefits Under Our Executive Compensation Program

BENEFITS AND PERQUISITES

We provide to all our employees, including our NEOs, broad-based benefits that are intended to attract and retain employees while providing them with retirement and health and welfare security. Broad-based employee benefits available to our NEOs include:

•

a 401(k) savings plan for U.S. NEOs, and an equivalent plan under U.K. law for our U.K.-domiciled NEO, both of which provide for a partial employer match of employee contributions;

•

an employee stock purchase plan, allowing the purchase of shares of our common stock at a 10% discount;

•

medical, dental, vision, life and accident insurance, disability coverage, and health savings, dependent care, and healthcare flexible spending accounts; and

•

employee assistance program benefits.

Under our 401(k) savings plan and the equivalent U.K. plan, we match a portion of the funds set aside by the employee. In the U.S., we match 100% of up to 4% of eligible annual compensation contributed, up to federal tax law limits on both eligible compensation that may be considered for contribution and the amount employees may contribute. In the U.K., the plan provides for an employer matching contribution of 5.5-8% of eligible base salary compensation dependent on the participant contributing 3.5-6% of eligible base salary compensation.

Our employee stock purchase plan (the “Employee Stock Purchase Plan”) is designed to allow our eligible employees to purchase shares of our common stock at designated intervals at a discounted price of 10% through their accumulated payroll deductions or other contributions. Employees who are United States tax residents may benefit from favorable tax treatment as the Employee Stock Purchase Plan is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. In fiscal 2024, the employee stock purchase plan was offered to eligible employees from July 1, 2023 through March 31, 2024. As a result of the announced transaction with Novo Holdings, the employee stock purchase plan was suspended after the third quarter offering period ended on March 31, 2024.

We provide basic life and accident insurance coverage valued at two times the employee’s annual base salary at no cost to our employees. The employee may also select supplemental life and accident insurance, for a premium to be paid by the employee.

We also provide our NEOs with limited perquisites and personal benefits that are not generally available to all employees, such as financial counseling services. We provide these limited perquisites and personal benefits in order to further our goal of attracting and retaining our executive talent and to avoid unnecessary personal distractions that may impede maximum personal performance. These benefits and perquisites are reflected in the “All Other Compensation” column of the Summary Compensation Table and the accompanying footnotes in accordance with SEC rules.

DEFERRED COMPENSATION PLAN

Our deferred compensation programs (collectively, the “Deferred Compensation Plan”) permit a broad group of U.S.- and U.K.-based executives, including all of our NEOs, to defer up to 80% of base salary, commissions (not applicable to NEOs), and MIP bonus. We credit the first 6% of cash compensation deferred with a matching contribution equal to 50% of the amount deferred. Participants are immediately vested in all amounts they contribute and the related investment gains, but matching contributions and their related investment gains vest ratably over the participant’s first four years of service. Participants may choose from a variety of investment options for the cash amounts deferred.

Under the Deferred Compensation Plan, we also credit each participant’s deferral account with notional earnings and/or losses based on the deemed investment of the accounts in one or more of a variety of investment alternatives selected by such participant. Participants may elect from a variety of forms of payout, including lump-sum payment and various types of annual installments, with the timing depending on the form selected.

In addition, our Deferred Compensation Plan permits U.S. participants to defer unvested incentive compensation grants (other than options) in order to delay recognition of income on these awards upon vesting; however, in June 2023, with the exception of the non-employee Directors, the Company decided to suspend equity deferrals from the Deferred Compensation Plan for eligible U.S. participants.

Cash and equity deferrals, company contributions, and applicable gains are held in a “rabbi” trust. “Rabbi” trust assets are ultimately controlled by us. Operating the Deferred Compensation Plan this way permits participants to defer recognition of income for tax purposes on the amounts deferred until they are paid to the participants.

Our U.S.- and U.K.-based directors can also participate in the Deferred Compensation Plan on the same terms as our executives, though they are not provided a matching contribution on their cash deferrals.

We believe that providing the NEOs and other eligible participants with deferred compensation opportunities is a market-based benefit plan necessary for us to deliver competitive benefit packages. Additional details of the Deferred Compensation Plan follow the table entitled “Fiscal 2024 Nonqualified Deferred Compensation Table,” following this Compensation Discussion & Analysis (“CD&A”) section.

SEVERANCE AND PAYMENTS ON A CHANGE OF CONTROL

Our NEOs are eligible for severance benefits in connection with a termination of employment and/or a change of control in certain circumstances. The amounts of such benefits and the conditions for their payment are described in the Fiscal 2024 Potential Payments upon Employment Termination or Change of Control Tables, including the accompanying notes.

Compensation Determinations for Fiscal 2024

We generally review the base salary and other incentive compensation target amounts of our executive officers, including our NEOs, annually, consistent with the process for our employees generally. For fiscal 2024, compensation paid to our NEOs consisted of base salary, short-term incentive pay in the form of participation in the MIP, equity-based, long-term incentive awards subject to multi-year time- and performance-vesting criteria, and the opportunity to participate in certain benefit programs and other perquisites.

The Compensation Committee observed at the beginning of fiscal 2022 that executive compensation opportunities were meaningfully low versus peer and market data overall and the Compensation Committee determined to move targeted pay levels over a multi-year period which resulted in larger pay increases than in the past for certain individuals, particularly in their long-term incentive award grant values. It continued with this strategy when setting fiscal 2024 target pay opportunities in July 2023 and the need to stabilize the business and retain key members of the team during a challenging time. Despite the target total direct compensation increases, and due to continued market movement, Catalent’s fiscal 2024 target total direct compensation levels for all NEOs collectively were generally at market.


Alessandro Maselli		• Base Salary: $925,000 (unchanged from fiscal 2023) • MIP: $1,800,000 bonus, equal to 162% of target opportunity of $1,110,000, or 195% of salary • LTIP: Award with a grant date fair market value of $6,875,024, which represents an annual grant of $5,500,000 and a one-time increase to award in the amount of $1,375,024


Matti Masanovich		• Base Salary: Annual rate of $800,000 as of the hire date during fiscal 2024 • MIP: $728,695 bonus, equal to 115% of target opportunity of $633,005, or 91% of base salary • LTIP: Award with a grant date fair market value of $5,000,085 with $2,500,000 annual LTIP and $2,500,085 in conjunction with his hiring


Ricky Hopson		• Base Salary: Increased to $425,000 from $380,000 in fiscal 2024 • MIP: $367,500 bonus, equal to 105% of target opportunity of $350,000, or 86% of base salary (target increased from $310,000 to $350,000 in fiscal 2024) • LTIP: Award with a grant date fair market value of $675,062 (increased from $350,182 in fiscal 2023). Target increased from $350,000 to $450,000 to recognize his promotion to President Division Head BioProduct Delivery & Chief of Staff, with a one-time increase to award in the amount of $225,000 to recognize interim CFO role


John Greisch		• Base Salary: Annual rate of $700,000 as of the hire date during fiscal 2024 • MIP: $840,000 bonus, equal to 178% of target opportunity of $471,257, or 120% of base salary • LTIP: Award with a grant date fair market value of $3,740,035



Lisa Evoli		• Base Salary: Annual rate of $500,000 as of the hire date during fiscal 2024 • MIP: $297,931 bonus, equal to 93% of target opportunity of $320,355, or 60% of base salary • LTIP: Award with a grant date fair market value of $900,032 • Award of RSUs with a grant date fair market value of $1,000,012 granted in August 2023 in connection with her hiring • Cash sign-on bonus: $110,000 in connection with hiring


David McErlane		• Base Salary: Annual rate of $525,000 as of his hire date during fiscal 2024 • MIP: $298,820 bonus, equal to 93% of target opportunity of $321,311, or 57% of base salary • LTIP: Award with a grant date fair market value of $925,053 • Award of RSUs with a grant date fair market value of $590,004 granted in September 2023 in connection with his hiring • Cash sign-on bonus: $300,000 in connection with hiring

Other Compensation Practices and Policies

EXECUTIVE AGREEMENTS

The following is a description of the provisions of employment agreements and offer letters with our NEOs, as in effect during fiscal 2024. In addition, our NEOs have entered into agreements with respect to the long-term incentive grants they have received, the terms of which are described elsewhere in this Annual Report. Severance agreements and arrangements affecting our NEOs are further described in the table entitled “Fiscal 2024 Potential Payments upon Employment Termination or Change of Control Tables” and accompanying notes.

EMPLOYMENT AGREEMENT FOR ALESSANDRO MASELLI

On January 4, 2022, we entered into an employment agreement with Mr. Maselli in connection with his transition to his current position as President and Chief Executive Officer. Effective July 1, 2022, his base salary increased to $925,000. Effective July 1, 2023, his target cash incentive opportunity under the MIP for fiscal 2024 increased to $1,110,000, and his LTIP grant in respect of fiscal 2024 remained at $5,500,000, however he received a one-time increase to the award in the amount of $1,375,000. The terms also include (a) a one-year employment term commencing July 1, 2022, which automatically extends for successive one-year periods unless either party gives notice of non-renewal at least 60 days before the end of the then-current term, and (b) participation in all group health, life, disability, and other employee benefit and perquisite plans and programs in which our other senior executives generally participate.

Mr. Maselli is subject to a covenant not to (x) compete with us or solicit the business of any client or prospective client while employed and for one year following his termination of employment for any reason or (y) solicit our employees or consultants while employed and for two years following his termination of employment for any reason, in each case subject to certain specified exclusions. The agreement also contains customary confidential information, assignment of intellectual property rights, and indemnification provisions, as well as the severance terms described below under “Fiscal 2024 Potential Payments upon Employment Termination or Change of Control Tables—Severance and Payments on a Change of Control.”

OFFER LETTER FOR MATTI MASANOVICH

On June 15, 2023, we provided a letter to Mr. Masanovich, with an effective date of July 5, 2023, in connection with his appointment as our Senior Vice President and Chief Financial Officer. The letter set his base salary and MIP target at $800,000 and $640,000, respectively, and provided that he be recommended to receive an LTIP grant for fiscal 2024 of $5,000,000.

OFFER LETTER FOR RICKY HOPSON

On July 1, 2022, we provided a letter to Mr. Hopson in connection with his promotion to President, Division Head for Clinical Development & Supply. The letter set his base salary and MIP target at $380,000 and $310,000, respectively, and provided that he be recommended to receive an LTIP grant for fiscal 2023 of $350,000. On May 1, 2023, we provided a letter to Mr. Hopson, with an effective date of April 14, 2023, in connection with his appointment as our Interim Chief Financial Officer. The letter provided that he would be entitled to receive an additional cash stipend of $20,000 per month for the duration of his assignment until such time as the Company hired a permanent Chief Financial Officer, and that all other elements of his existing compensation would remain unchanged.

Mr. Hopson ceased serving as Interim Chief Financial Officer effective July 5, 2023 and, after supporting Mr. Masanovich with his transition, returned to a business leadership role at the Company as President, Division Head for Bioproduct Delivery, and Chief of Staff.

EMPLOYMENT AGREEMENT OF JOHN GREISCH

On August 28, 2023, we entered into an employment agreement with John Greisch in connection with his transition to his current role of Executive Chair, providing for a term commencing immediately and continuing through the date of the regularly scheduled annual shareholders’ meeting in the fall of 2026. The terms include (1) an annual base salary of $700,000, subject to discretionary increases from time to time, (2) participation in our MIP, with a minimum annual target amount of $560,000, (3) participation in our annual LTIP with a minimum annual target grant value of $3,740,000, and (4) participation in all group health, life, disability, and other employee benefit and perquisite plans and programs in which our other senior executives generally participate. He also is entitled to receive annual reimbursements for the reasonable cost of financial services/planning (not to exceed $17,000).

Mr. Greisch is subject to a covenant not to (x) compete with us or solicit the business of any client or prospective client while employed and for one year following his termination of employment for any reason or (y) solicit our employees or consultants while employed and for one year following his termination of employment for any reason, in each case subject to certain specified exclusions. The agreement also contains customary confidential information, assignment of intellectual property rights, and indemnification provisions.

OFFER LETTER FOR LISA EVOLI

On June 8, 2023, we provided a letter to Ms. Evoli, with an effective date of August 1, 2023, in connection with her appointment as our Senior Vice President and Chief Human Resources Officer. The letter set her base salary and MIP target at $500,000 and $350,000, respectively, and provided that she be recommended to receive an LTIP grant for fiscal 2024 of $900,000.

OFFER LETTER FOR DAVID MCERLANE

On August 25, 2023, we provided a letter to Mr. McErlane, with an effective date of September 25, 2023, in connection with his appointment as our Group President, Biologics. The letter set his base salary and MIP target at $525,000 and $420,000, respectively, and provided that he be recommended to receive an LTIP grant for fiscal 2024 of $925,000.

EXECUTIVE STOCK OWNERSHIP GUIDELINES

Our executive stock ownership guidelines for our CEO and certain of our executives, including the other NEOs, set a multiple of each executive’s base salary as the amount of qualifying equity to be acquired and held by each executive. In assessing compliance with the guidelines, we count shares held outright, 50% of the value of unvested RSUs (or restricted stock issued in lieu thereof), and 100% of shares held in benefit plans, if any. Shares underlying stock options (vested or unvested) or unearned PSUs do not count toward achievement of the guidelines. Our guidelines by executive level are as follows:

Class of Executive

Multiple of Base Salary

CEO

Other NEOs

2.5X

If, on the date of any exercise of an option to purchase our common stock or the delivery of our common stock underlying any vested RSU or PSU, an executive has not reached the minimum ownership level under the guidelines, then the executive should retain and not sell that portion of the delivered shares whose market value is equal to at least 50% of the after-tax market value of all shares delivered on that date. For purposes of complying with this provision of the guidelines, the market value is equal to the average closing price per share of our common stock as reported on the NYSE for all trading days in the last month of the prior fiscal year.

All of our NEOs complied with these guidelines during fiscal 2024 and have remained in compliance through the date of this Annual Report.

HEDGING AND PLEDGING

Our Insider Trading Policy prohibits directors and all of our employees, including our executive officers, from engaging in any transactions that are designed to hedge or offset any decrease in the market value of our securities, including, but not limited to, through the use of financial instruments such as exchange funds, variable forward contracts, equity swaps, puts, calls, and other derivative instruments, or through the establishment of a short position in our securities. Though our Insider Trading Policy allows the pledging by our directors and employees, including our executive officers, of our securities in situations approved by our General Counsel, our current policy and practice is that no such pledging is allowed.

RISK ASSESSMENT OF COMPENSATION PRACTICES AND POLICIES

With the assistance of its independent consultant, the Compensation Committee annually reviews our compensation program from a risk perspective. Based on that review, the Compensation Committee believes that our program is not reasonably likely to have a material adverse effect on us and our shareholders. Our compensation program achieves this by striking an appropriate balance between short-term and long-term incentives, using a diversity of metrics to assess performance and payout under our incentive programs, placing caps on our incentive award payout opportunities, and having stock ownership and retention requirements. For example, our current long-term equity incentive program incorporates our financial performance and stock price into its performance measures and generally magnifies the impact of changes in our stock price as well as Relative Return performance.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Annual Report on Form 10-K. Based on its review and discussions, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K as filed with the SEC.

Submitted by the Compensation Committee:

Gregory T. Lucier, Chair

Michael J. Barber

J. Martin Carroll

Rolf Classon

Frank D’Amelio

Stephanie Okey

Executive Compensation Tables

Fiscal 2024 Summary Compensation Table


Name and Principal position⁽¹⁾	Year		Salary ($)⁽²⁾		Bonus ($)⁽³⁾		Stock Awards ($)⁽⁴⁾		Option Awards ($)⁽⁵⁾		Non-Equity Incentive Plan Compensation ($)⁽⁶⁾		All Other Compensation ($)⁽⁷⁾		Total ($)⁽⁸⁾
Alessandro Maselli		2024		925,000		—		4,606,272		2,268,752		1,800,000		385,339		9,985,363
President and Chief Executive Officer		2023		925,000		—		3,850,216		1,650,019		—		158,437		6,583,672
President and Chief Executive Officer		2022		654,183		—		1,190,169		510,008		711,752		146,670		3,212,782
Matti Masanovich⁽⁹⁾		2024		763,077		—		3,350,066		1,650,019		728,695		153,780		6,645,637
Senior Vice President and Chief Financial Officer
Ricky Hopson⁽⁹⁾		2024		419,808		—		452,293		222,769		367,500		89,020		1,551,390
President, Division Head for BioProduct Delivery, and Chief and Staff and Former Interim Chief Financial Officer		2023		380,000		—		245,150		105,032		139,500		102,625		972,307
John Greisch⁽⁹⁾		2024		565,385		—		935,026		2,805,009		840,000		16,531		5,161,951
Executive Chair
Lisa Evoli⁽⁹⁾		2024		440,385		110,000		1,603,026		297,018		297,931		90,687		2,839,047
Senior Vice President & Chief Human Resources Officer
David McErlane		2024		383,654		300,000		1,209,792		305,265		298,820		25,032		2,522,563
Group President, Biologics

(1)

Mr. Hopson assumed the additional role of Interim Chief Financial Officer effective as of April 14, 2023 until Mr. Masanovich was appointed as Senior Vice President and Chief Financial Officer effective as of July 5, 2023. Following Mr. Masanovich’s appointment, Mr. Hopson returned to his previous role as President, Division Head of Clinical Development and Supply. Effective August 28, 2023, Mr. Hopson assumed the role of President, BioProduct Delivery and Chief of Staff. Compensation changes related to these transitions are described in the CD&A in the section entitled “Executive Agreements,” beginning on page 27.

(2)

Values reflect the amounts paid to the NEOs for each fiscal year reported. Amounts reported include the portion, if any, of base salary each NEO elected to defer under the Deferred Compensation Plan, as applicable. Please see the section entitled “Compensation Determinations for 2024“ in the CD&A for additional details of changes to the salaries of the NEOs during fiscal year 2024, as applicable.

(3)

The amount reported for Ms. Evoli in this column for fiscal 2024 represents a cash sign-on bonus paid in August 2023 pursuant to the terms of her offer letter dated June 8, 2023. The amount reported for Mr. McErlane in this column for fiscal 2024 represents a cash sign-on bonus paid in October 2023 pursuant to the terms of his offer letter dated August 25, 2023.

(4)

Represents the aggregate grant date fair market value of stock awards for fiscal years 2024, 2023, and 2022 computed in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 14, “Stock-Based Compensation,” to the consolidated financial statements included in our 2024 Annual Report. The amounts reported in this column assume, in accordance with FASB ASC Topic 718, that the NEOs will receive or retain the target number of PSUs awarded to them in each such fiscal year. All of our NEOs received PSUs during fiscal year 2024. If, instead, the performance during the 2024-2026 performance period is such that the NEOs receive or retain the maximum number capable of being awarded (150% of target for Relative Return PSUs), the value of the PSU grants for 2024 would be as follows:


Name	ASC Topic 718 Value at Maximum ($)
Alessandro Maselli		3,506,262
Matti Masanovich		2,550,049
Ricky Hopson		344,266
John Greisch		1,402,560
Lisa Evoli		459,021
David McErlane		471,780

Relative Return PSUs are subject to market conditions, as opposed to performance conditions, and therefore do not have maximum grant date fair market values that differ from the grant date fair market values under FASB ASC Topic 718. The actual value of the PSUs, if any, that ultimately convert to shares of our common stock or are no longer subject to forfeiture, respectively, on the vesting dates will depend on (x) our share price on such dates and (y) our performance according to the applicable performance criteria.

The amount reported for Ms. Evoli for fiscal 2024 includes RSUs with a grant date fair market value of $1,000,012 granted on August 1, 2023 in connection with her offer letter. The amount reported for Mr. McErlane for fiscal 2024 represents RSUs with a grant date fair market value of $590,004 granted on September 25, 2023 in connection with his offer letter.

(5)

Reflects nonqualified stock options to acquire shares of our common stock. Amounts reported reflect the aggregate grant date fair market value computed in accordance with FASB ASC Topic 718 using the assumptions discussed in Note 14, “Stock-Based Compensation,” to the consolidated financial statements included in our 2024 Annual Report.

(6)

Amounts reported reflect the MIP awards earned by our NEOs, which includes the portion of the MIP award, if any, each NEO elected to defer under the Deferred Compensation Plan, as applicable. The amount reported for Mr. Maselli in fiscal 2022 reflects a reduction to his MIP award in connection with the revisions to our audited consolidated financial statements for fiscal 2022 which impacted all NEOs who received a MIP payment for such fiscal year. The amount of the clawback was equal to approximately 3% of the value of the original fiscal 2022 MIP payout to each NEO for fiscal 2022 performance. Amounts reported for Mr. Maselli in fiscal 2021 and 2022 were denominated in U.K. pounds sterling and converted to U.S. dollars (as well as paid in U.S. dollars for fiscal 2021 and 2022) based on the average monthly currency exchange rates applicable to annual bonus payments in each period.

(7)	The amounts set forth as “All Other Compensation” for fiscal 2024 are further detailed below:


Name	Employer 401(k) Matching Contributions ($)^(A)		Employer Non - Qualified Deferred Compensation Matching Contributions ($)^(B)		Assignment- Related Allowances & Benefits ($)^(C)		Financial Services Reimbursement/Fees Paid by Employer ($)^(D)		Other ($)^(E)		Total ($)
Alessandro Maselli		13,800		—		351,276		20,263				385,339
Matti Masanovich		26,408		12,000		—		17,372		98,000		153,780
Ricky Hopson		14,100		16,438		—		17,559		40,923		89,020
John Greisch		16,531		—		—		—		—		16,531
Lisa Evoli		13,250		7,500		—		14,737		55,200		90,687
David McErlane		12,923		—		—		12,109		—		25,032

(A) Under our 401(k) Savings Plan, we match up to a maximum 4% of annual compensation contributed by participants, up to federal tax law limits on both eligible compensation and individual contributions.

(B) Represents company contributions under our Deferred Compensation Plans, representing 50% of each participant’s contribution up to the first 6% of eligible pay that such participant contributes to the plan, up to any applicable limit.

(C) Mr. Maselli received certain tax equalization benefits during fiscal 2024 in connection with his relocation from the United Kingdom and long-term assignment in the United States prior to fiscal 2023, resulting primarily from timing differences between the determination and payment of U.S. and U.K. taxes across multiple tax years. Such benefits are consistent with our standard policies and practices applicable, by location, to employees on long-term assignments.

(D) Each of the NEOs, pursuant to the terms of an employment agreement or otherwise, is entitled to services, which may be submitted in the form of a reimbursement, for the reasonable cost of financial services/planning, subject to an aggregate cap of $17,000 during each calendar year. The amounts reported in each fiscal year may differ from this cap due to timing differences between each fiscal year and calendar year. During fiscal 2024, Messrs. Maselli, Masanovich, Hopson, McErlane and Ms. Evoli received financial services/planning services in the amounts of $17,559, $17,372, $17,559, $12,109 and $14,737, respectively, applicable to calendar years 2023 and 2024. The amount reported in this column for Mr. Maselli includes $2,704 for tax preparation services paid in connection with his long-term assignment in the U.S. prior to fiscal 2023.

(E) The amount reported for Mr. Masanovich includes an aggregate stipend of $98,000 paid to offset travel costs from Florida to New Jersey from September 2023 through June 2024. The amount reported for Mr. Hopson includes (1) an aggregate stipend of $40,000 paid in connection with Mr. Hopson’s services as Interim Chief Financial Officer in supporting the fiscal 2023 compensation year-end planning process and facilitating the transition to the newly hired CFO from July 2023 through August 2023 and (2) $923 in connection with his cash-out from Catalent’s employee recognition platform, of which $575 included the gross-up amount for taxes. The amount reported for Ms. Evoli represents (1) contributions we made under our Catalent Cares matching gift program in the amount of $200 and (2) an aggregate stipend of $55,000 to offset commuting costs from Pennsylvania to New Jersey from August 2023 through June 2024. From time to time, family members of executives may accompany them on a business-related flight aboard a private aircraft. There is no incremental cost to the Company, and therefore no incremental costs are reflected in the amounts above, for the use of such flights by family members of executives.

(8)	We have not included columns reporting any amount as “Change in Pension Value and Nonqualified Deferred Compensation Earnings” because none of our NEOs received or earned any above-market or preferential earnings during fiscal 2022 to 2024.

(9)	Ms. Evoli and Messrs. Masanovich, Hopson, Greisch and McErlane did not qualify as NEOs in one or more previous years. Accordingly, disclosure of their compensation for such prior years is not required.

Fiscal 2024 Grants of Plan-Based Awards Table


			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ⁽¹⁾						Estimated Future Payments Under Non-Equity Incentive Plan Awards ⁽²⁾						All Other Stock Awards: Number of Shares of Stock or Units ⁽³⁾ (#)		All Other Option Awards: Number of Securities Underlying Options ⁽⁴⁾(#)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ⁽⁵⁾ ($)
Name	Grant Date		Threshold ($)		Target ($)		Max ($)		Threshold (#)		Target (#)		Max (#)						Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ⁽⁵⁾ ($)
Alessandro Maselli				111,000		1,110,000		2,220,000
		7/26/2023																103,360		48.90		2,268,752
		7/26/2023														46,396						2,268,764
		7/26/2023								28,851		57,702		86,553								2,337,508
Matti Masanovich				63,301		633,005		1,266,010
		7/5/2023																81,082		44.76		1,650,019
		7/5/2023														36,864						1,650,033
		7/5/2023								23,897		47,794		71,691								1,700,033
Ricky Hopson				35,000		350,000		700,000
		8/1/2023																10,669		46.51		222,769
		8/1/2023														4,790						222,783
		8/1/2023								3,008		6,016		9,024								229,510
John Greisch				47,126		471,257		942,514
		8/30/2023																127,096		48.98		2,805,009
		8/30/2023								11,177		22,353		33,530								935,026
Lisa Evoli				32,036		320,355		640,710
		8/1/2023																14,225		46.51		297,018
		8/1/2023														6,386						297,013
		8/1/2023								4,011		8,021		12,032								306,001
		8/1/2023														21,501						1,000,012
David McErlane				32,131		321,311		642,622
		9/25/2023																14,740		45.79		305,265
		9/25/2023														6,667						305,282
		9/25/2023								3,809		7,617		11,426								314,506
		9/25/2023														12,885						590,004

(1)	For each NEO, represents potential cash payments for fiscal 2024 under our MIP. See the section in our CD&A entitled “Details of Total Direct Compensation Elements—Management Incentive Plan” for a further description of our MIP.

(2)

The amounts shown reflect PSUs granted to the NEOs during fiscal 2024. In fiscal 2024, the Compensation Committee set the performance metrics for the PSUs awarded under our LTIP using Relative Return. The final number of PSUs can range from 0-150% of the target number of Relative Return PSUs, depending on our achievement against the relevant performance metric established by the Compensation Committee at the beginning of the performance period. See the section in our CD&A entitled “Details of Total Direct Compensation Elements—Long-Term Incentive Awards” for a further description of our long-term incentive compensation program.

(3)

Represents RSUs granted to the NEOs during fiscal 2024. Mr. Maselli received RSUs on July 26, 2023, Mr. Masanovich received RSUs on July 5, 2023, Messrs. Hopson and Ms. Evoli received RSUs on August 1, 2023, Mr. Greisch received RSUs on August 30, 2023 and Mr. McErlane received RSUs on September 25, 2023 under our LTIP as their fiscal 2024 annual grant. Ms. Evoli and Mr. McErlane each received an additional RSU award on August 1, 2023 and September 25, 2023, respectively, as a sign-on in connection with their offer letter. The vesting and settlement terms of the RSUs are described in more detail in the section in our CD&A entitled “Details of Total Direct Compensation Elements—Long-Term Incentive Awards.”

(4)

Represents nonqualified stock options granted during fiscal 2024 under our LTIP. Stock options have an exercise price based on the closing price per share of our common stock on the date of grant, as reported on the NYSE. Mr. Maselli was granted stock options on July 26, 2023, Mr. Masanovich was granted stock options on July 5, 2023, Mr. Hopson and Ms. Evoli were granted stock options on August 1, 2023, Mr. Greisch was granted stock options on August 30, 2023 and Mr. McErlane was granted stock options on September 25, 2023 under our LTIP as their fiscal 2024 annual grant. See the section in our CD&A entitled “Details of Total Direct Compensation Elements—Long-Term Incentive Awards” for a further description of our stock option grants.

(5)

The values of equity-based grants presented in this table were calculated in accordance with FASB ASC Topic 718 using the assumptions discussed in Note 14, “Stock-Based Compensation,” to the consolidated financial statements included in our 2024 Annual Report. The stock price used in each calculation is the closing price per share of our common stock on each respective grant date, as reported on the NYSE. The values of the Relative Return PSU grants reported in this column assume that the awards will vest at their target amounts.

Fiscal 2024 Outstanding Equity Awards at Year-End Table


			Option Awards ⁽¹⁾								Stock Awards
Name	Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable (b)		Number of Securities Underlying Unexercised Options (#) Unexercisable (c)		Option Exercise Price ($) (e)		Option Expiration Date ⁽²⁾ (f)		Number of Shares or Units of Stock That Have Not Vested (#)⁽³⁾ (g)		Market Value of Shares or Units of Stock That Have Not Vested ($)⁽⁴⁾ (h)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)⁽⁵⁾ (i)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)^{(4) (5)} (J)
Alessandro Maselli		7/26/2023		—		103,360		48.90		7/26/2033		—		—		—		—
		7/26/2023		—		—		—		—		46,396		2,608,847		—		—
		7/26/2023		—		—		—		—		—		—		86,553		4,866,875
		7/26/2022		11,106		33,321		107.63		7/26/2032		—		—		—		—
		7/26/2022		—		—		—		—		10,221		574,727		—		—
		7/26/2022		—		—		—		—		—		—		6,388		359,197
		7/26/2022		—		—		—		—		—		—		6,948		390,686
		7/26/2021		7,784		7,784		113.00		7/26/2031		—		—		—		—
		7/26/2021		—		—		—		—		3,009		169,196		—		—
		7/30/2020		11,544		3,851		88.10		7/30/2030		—		—		—		—
		7/22/2019		13,735		—		54.94		7/22/2029		—		—		—		—
		7/23/2018		10,523		—		43.88		7/23/2028		—		—		—		—
		7/24/2017		10,375		—		36.02		7/24/2027		—		—		—		—
		9/08/2016		11,093		—		23.89		9/8/2026		—		—		—		—
Matti Masanovich		7/5/2023		—		81,082		44.76		7/26/2033		—		—		—		—
		7/5/2023		—		—		—		—		36,864		2,072,863		—		—
		7/5/2023		—		—		—		—		—		—		71,691		4,031,185
Ricky Hopson		8/1/2023		—		10,669		46.51		8/1/2033		—		—		—		—
		8/1/2023		—		—		—		—		4,790		269,342		—		—
		8/1/2023		—		—		—		—		—		—		9,024		507,420
		7/26/2022		707		2,121		107.63		7/26/2032		—		—		—		—
		7/26/2022		—		—		—		—		651		36,606		—		—
		7/26/2022		—		—		—		—		—		—		407		22,886
		7/26/2022		—		—		—		—		—		—		443		24,910
		7/26/2021		1,282		1,283		113.00		7/26/2031		—		—		—		—
		7/26/2021		—		—		—		—		496		27,890		—		—
		7/30/2020		2,289		766		88.10		7/30/2030		—		—		—		—
		7/22/2019		3,650		—		54.94		7/22/2029		—		—		—		—
		7/23/2018		2,622		—		43.88		7/23/2028		—		—		—		—
		7/24/2017		1,550		—		36.02		7/24/2027		—		—		—		—
John Greisch		8/30/2023		—		127,096		48.98		8/30/2033		—		—		—		—
		8/30/2023		—		—		—		—		—		—		33,530		1,885,392
		10/27/2022		—		—		—		—		3,465		194,837		—		—
		8/22/2020		—		—		—		—		3,167		178,080		—		—
Lisa Evoli		8/1/2023		—		14,225		46.51		8/1/2033		—		—		—		—
		8/1/2023		—		—		—		—		6,386		359,085		—		—
		8/1/2023		—		—		—		—		—		—		12,032		676,559
		8/1/2023		—		—		—		—		21,501		1,209,001		—		—
David McErlane		9/25/2023		—		14,740		45.79		9/25/2033		—		—		—		—
		9/25/2023		—		—		—		—		6,667		374,885		—		—
		9/25/2023		—		—		—		—		—		—		11,426		642,484
		9/25/2023		—		—		—		—		12,885		724,524		—		—

(1)

Unvested outstanding time-based options are scheduled to vest on the applicable anniversaries of the respective grant dates. Options granted prior to fiscal 2024 for which a portion vested during fiscal 2024 are as follows: options granted July 22, 2019—25% on each of July 22, 2020, 2021, 2022, and 2023; options granted July 30, 2020—25% on each of July 30, 2021, 2022, and 2023; options granted July 26, 2021—25% on each of July 26, 2022 and 2023; options granted on July 26, 2022—25% on July 26, 2023. All other options shown above were fully vested prior to the start of fiscal 2024. As described in the section of this Annual Report entitled “Fiscal 2024 Potential Payments Upon Employment Termination or Change in Control Tables,” the vesting of all or a portion of each option grant may potentially differ from the normal vesting schedule due to a change of control of our Company or certain terminations of employment.

(2)

The expiration dates shown represent the 10-year anniversary of each respective grant date. Options may terminate earlier under certain circumstances, such as in connection with an NEO’s termination of employment or in connection with certain corporate transactions, including a change of control of our Company.

(3)

The amounts shown for Messrs. Maselli and Hopson include RSUs scheduled to vest on July 26, 2024 and July 26, 2025. The RSUs granted to Mr. Maselli on July 26, 2023, Mr. Masanovich on July 5, 2023, Ms. Evoli and Mr. Hopson on August 1, 2023 and Mr. McErlane on September 25, 2023 are scheduled to vest one-third per year on each of the first, second and third anniversaries of the grant date. All other unvested RSUs are scheduled to vest on the third anniversary of each respective grant date. The amounts shown for Mr. Greisch include vested/unsettled deferred share units granted on August 22, 2019 (vested and deferred on August 22, 2020) and granted on October 27, 2022 (vested and deferred on August 27, 2023), which he elected to defer as a member of the board of directors.

No portion of the PSUs granted to Messrs. Maselli and Hopson on July 26, 2021 were earned based on performance relative to pre-determined Relative Return and Adjusted Earnings Per Share performance targets.

As described in the section of the 2024 Annual Report entitled “Fiscal 2024 Potential Payments Upon Employment Termination or Change in Control,” all or a portion of the RSUs or PSUs may vest earlier in connection with a change of control of our Company or certain terminations of employment

(4)	Shares/units are valued based on the $56.23 closing price per share of our common stock on June 28, 2024, as reported on the NYSE.

(5)

The number of shares and payout values reported include PSUs based on achieving the threshold payout percentage, Adjusted EPS PSUs and Relative Return PSUs that vest at the end of the three-year performance period ending on June 30, 2025. The remaining PSUs are based on achieving the maximum possible payout percentage, Relative Return PSUs that vest at the end of the three-year performance period ending on June 30, 2026. Actual PSU payout levels will be determined by the Compensation Committee following the end of each applicable three-year performance period beginning with the fiscal year in which such grant is made, based on actual performance levels achieved relative to the pre-determined performance targets.

For information regarding the effects of the transaction with Novo Holdings on the Company’s outstanding equity awards, please see the sections entitled “The Merger Agreement—Treatment of Catalent Equity Awards—Treatment of Options,” “The Merger Agreement—Treatment of Catalent Equity Awards—Treatment of Restricted Stock Units,” “The Merger Agreement—Treatment of Catalent Equity Awards—Treatment of Performance Stock Units,” “The Merger Agreement—Treatment of Catalent Equity Awards—Treatment of the Employee Stock Purchase Plan,” and “The Merger (Proposal 1)—Interests of Catalent’s Directors and Executive Officers in the Merger” in the Company’s proxy statement filed with the SEC on April 15, 2024.

Fiscal 2024 Option Exercises and Stock Vested Table


	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)⁽¹⁾		Value Realized on Vesting ($)⁽²⁾
Alessandro Maselli		—		—		6,599		276,569
Matti Masanovich		—		—		—		—
Ricky Hopson		—		—		4,742		239,506
John Greisch		—		—		—		—
Lisa Evoli		—		—		—		—
David McErlane		—		—		—		—

(1)	Represents the vesting during fiscal 2024 of RSU and PSU grants awarded for the fiscal 2021-23 LTIP performance period. In addition to this vesting, the following awards also vested: Mr. Hopson’s July 1, 2021 promotion-related grant of 3,432 RSUs which vested on July 1, 2024.

(2)	Value realized reflects (i) the closing price per share of our common stock on the vesting date, multiplied by (ii) the number of RSUs or PSUs, as applicable, that vested.

Fiscal 2024 Nonqualified Deferred Compensation Table


Name	Executive Contributions in Last FY ($)⁽¹⁾		Registrant Contributions in Last FY ($)⁽²⁾		Aggregate Earnings in Last FY ($)⁽³⁾		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)⁽⁴⁾
Alessandro Maselli ⁽⁵⁾		—		—		—		—		—
Matti Masanovich		24,000		12,000		476		—		36,477
Ricky Hopson		82,816		16,438		96,542		—		789,571
John Greisch		50,357		155,544		121,564		—		636,951
Lisa Evoli		15,000		7,500		657		—		23,158
David McErlane ⁽⁵⁾		—		—		—		—		—

(1)

Represents (a) salary deferrals during fiscal 2024, included in the amounts reported, as applicable, for fiscal 2024 under “Salary” in the Summary Compensation Table (b) fiscal 2023 bonus deferrals that otherwise would have been payable during fiscal 2024, included in the amounts reported in the Summary Compensation Table for fiscal 2023, as applicable, under “Non-Equity Incentive Plan Compensation” and (c) for Mr. Greisch his board of director retainer fee deferrals which he elected prior to his employment as Executive Chair. Each NEO’s deferral amount during fiscal 2024 is summarized below.


Name	Fiscal 2023 Bonus Deferral ($)		Fiscal 2024 Salary Deferral ($)		Fiscal 2024 Director Retainer Fee Deferral ($)
Alessandro Masselli		—		—		—
Matti Masanovich		—		24,000		—
Ricky Hopson		28,189		54,627		—
John Greisch		—		—		50,357
Lisa Evoli		—		15,000		—
David McErlane		—		—		—

(2)

The amounts reported for Messrs. Masanovich and Hopson and Ms. Evoli are reported as compensation for fiscal 2024 under “All Other Compensation” in the Summary Compensation Table. The amount reported for Mr. Greisch in this column represents the fair market value for undelivered Deferred Share Units that vested on August 27, 2023.

(3)

The amounts reported in this column are not above-market or preferential earnings thus not reportable in the Summary Compensation Table. The aggregate amount reported for Mr. Gresich under “Vested but Undelivered Deferred Share Units (DSUs)” in this column reflects the increase or (decrease) in fair market value between a) August 27, 2023 and June 30, 2024 of DSUs that vested in Fiscal 2024 and b) the increase or (decrease) in fair market value between July 1, 2023 and June 30, 2024 of DSUs that vested prior to the fiscal 2024 year.

(4)

Includes amounts previously reported as compensation in the “Salary,” “Non-Equity Incentive Plan Compensation,” and “All Other Compensation” columns in the Summary Compensation Table in prior years. The aggregate balance for Mr. Greisch under “Vested but Undelivered DSUs” in this column reflects the value of 6,632 fully vested but undelivered DSUs based on the $56.23 closing stock price per share of our common stock at the end of our fiscal year on June 28, 2024, as reported on the NYSE.

(5)	Messrs. Maselli and McErlane did not participate in the Deferred Compensation Plan during fiscal 2024.

Deferred Compensation

We provide certain of our U.S.- and U.K.-based executives, including our U.S.- and U.K.-based NEOs, with the opportunity to participate in the Deferred Compensation Plan, which allows participating executives to defer receipt of a portion of their compensation. Deferrals occur and may be invested notionally on a pre-tax basis, in addition to the amounts that the executive is allowed to contribute to our tax-qualified 401(k) and U.K. pension plans.

Deferred Compensation Plan participants may elect to defer up to 80% of base salary, commissions (not applicable to NEOs), and MIP bonus. The plan also allowed U.S.-based executives to elect deferring their PSU and RSU grants; however, in June 2023 and with the exception of the non-employee Directors, we decided to suspend the equity deferral process for calendar year 2024 due to the volatility of Catalent’s stock, as well as the fact that participants could not diversify from Catalent to other assets until their deferred shares are distributed. We credit the first 6% of cash compensation deferred with a matching contribution equal to 50% of the amount deferred. Participants are immediately vested in all amounts they contribute and the related investment gains, but matching contributions and their related investment gains vest ratably over the participant’s first four years of service to the Company. Participants in the Deferred Compensation Plan may elect from a variety of payout options under the plan, including lump-sum or installment payments, with the timing depending on the form selected at the time of the deferral election.

Under the Deferred Compensation Plan, we also credit each participant’s deferral account with notional earnings and/or losses based on the deemed investment of the accounts in one or more of a variety of investment alternatives available under the plan. Participants are able to make changes to their investment elections on a daily basis.

The accounts of U.S.-based participants in the prior version of the Deferred Compensation Plan that are paid out in a lump-sum cash payment are paid on the 15th day of the month immediately following the month that includes the six-month anniversary of the participant’s separation from our service (other than due to death) (“separation” as defined by Section 409A of the Internal Revenue Code). In the event of the death of a participant prior to the commencement of the distribution of benefits under the plan, such benefits will be paid no later than the later of (x) December 31 of the year in which the participant’s death occurs and (y) the 90^th day following the date of the participant’s death. The accounts for U.K.-based participants are paid in a lump sum cash payment in the next available paycheck following the elected distribution date.

A U.S.-based participant in the Deferred Compensation Plan may also elect to receive a payout in annual installments over a period of five or ten years after the participant’s separation from service (including death), although, notwithstanding any such election, the participant’s account will be paid in a lump-sum cash payment in connection with a participant’s separation from service within two years following a change of control. The Deferred Compensation Plan also permits participants to receive a distribution in connection with an unforeseeable emergency, in accordance with the requirements of Section 409A of the Internal Revenue Code.

A U.K.-based participant receives a lump sum payout of all outstanding cash deferrals six months after the participant’s separation from service.

Cash and equity deferrals, employer contributions, and applicable gains are held in a “rabbi trust.” Rabbi trust assets are ultimately controlled by us, permitting participants to defer recognition of income for tax purposes on the amounts deferred until they are paid in accordance with their elections.

Our U.S.- and U.K.-based directors can also participate in the Deferred Compensation Plan by deferring receipt of their cash retainers, though they are not provided a matching contribution.

Fiscal 2024 Potential Payments upon Employment Termination or Change of Control Tables

The tables below set out what the specified NEOs would have received assuming a termination of employment effective as of June 30, 2024.

Alessandro Maselli (CEO)


Triggering Event	Value of Option/RSU/PSU/Restricted Stock/Performance Share Acceleration ($)⁽¹⁾		Value of Base Salary and Bonus Payments ($)⁽²⁾		Value of Continued Benefits Participation ($)⁽³⁾		Total ($)
Death or Disability ⁽⁴⁾		9,285,358		1,110,000		—		10,395,358
Termination by Us without Cause or By Mr. Maselli for Good Reason		—		5,180,000		49,054		5,229,054
Terminated by Us without Cause Within 2 Years Following a Change of Control (assuming awards have been assumed, continued, or substituted)		9,727,157		5,180,000		49,054		14,956,211
Termination by Us For Cause or By Mr. Maselli without Good Reason		—		—		—		—

(1)

Amounts reported for a termination by us without cause within 2 years following a change of control (assuming awards have been assumed, continued, or substituted) represent accelerated vesting of unvested equity-based awards and reflect (a) the “spread” value of the options, equal to $7.33 per share for 103,360 options (same in the case of death) granted on July 26, 2023, $0 per share for 33,321 options (same in the case of death) granted on July 26, 2022 (award is underwater as of June 30, 2024 and has no value), $0 per share for 7,784 options (same in the case of death) granted on July 26, 2021 (award is underwater as of June 30, 2024 and has no value), and $0 per share for 3,851 options (same in the case of death) granted on July 30, 2020 (award is underwater as of June 30, 2024 and has no value), in each case representing the difference between the $56.23 closing price per share of our common stock on June 28, 2024, as reported on the NYSE (the “Fiscal 2024 Closing Price”), and the exercise price of the option; and (b) 46,396 RSUs (same in the case of death) granted on July 26, 2023, 10,221 RSUs (same in the case of death), granted on July 26, 2022, 3,009 RSUs granted (same in the case of death) on July 26, 2021, 0 PSUs (Adjusted EPS) (3,762 in the case of death) and 0 PSUs (Relative Return) (3,897 in the case of death) granted on July 26, 2021, 6,388 PSUs (Adjusted EPS) (12,776 in the case of death) and 6,948 PSUs (Relative Return) (13,895 in the case of death) granted on July 26, 2022, and 86,553 PSUs (Relative Return) (57,702 in the case of death) granted on July 26, 2023, multiplied by the Fiscal 2024 Closing Price.

The amount reported for Mr. Maselli for (i) termination by us without cause within 2 years following a change of control (assuming awards have been assumed, continued, or substituted), take into account future performance as disclosed in the “Fiscal 2024 Outstanding Equity Awards at Year-End” and accompanying footnote in this Annual Report; however, the number of Relative Return PSUs that vest in connection with a change of control may vary based on when a change of control occurs during a performance period.

Distribution of shares underlying PSUs are accelerated upon termination due to death. In the event Mr. Maselli meets the requirements of disability under the terms of the PSU awards, the shares underlying the PSUs remain subject to adjustment and will be distributed following the end of each relevant performance period based on final performance measured against the relevant pre-determined metrics for each award. The amounts shown above in the “Option/RSU/PSU/Restricted Stock/Performance Shares Acceleration” column in the event of termination due to death or disability assume that the PSUs vest at target. The amount would equal $9,727,157 when taking into account assumptions for future performance as disclosed in the “Fiscal 2024 Outstanding Equity Awards at Year-End” and accompanying footnote in this Annual Report.

(2)

Upon termination due to death or disability, Mr. Maselli or his estate is entitled to receive a pro-rata portion of the annual bonus that he would have been entitled to for the bonus year in which the termination occurs, based on our actual performance (the “Annual Bonus”). The amount reported above for death or disability represents his target annual bonus for fiscal 2024 and assumes (a) he would have served for the entire year and (b) on-target business and individual performance results. The amounts reported for “Termination by Us Without Cause” or “By Mr. Maselli for Good Reason and Termination by Us Without Cause Within 2 Years Following a Change of Control” (assuming awards have been assumed, continued, or substituted) are comprised of (a) the Annual Bonus plus (b) two (2) times the sum of (i) his annual base salary and (ii) his target annual bonus.

(3)	The amount reported represents income attributable to the health care premiums paid by us with respect to Mr. Maselli’s participation in our employee benefit plans for a two-year period. Mr. Maselli would also be entitled to be paid for any unused paid-time-off days accrued during 2024.

(4)	Receipt of shares in the event of disability occurs when the relevant vesting period for each grant ends rather than being accelerated to the date of disability.

MESSRS. MASANOVICH, HOPSON, GREISCH AND MCERLANE AND MS. EVOLI

Triggering Event

Value of
Option/RSU/PSU/Restricted
Stock/Performance Stock
Acceleration ($)⁽¹⁾

Value of Base
Salary and
Target Bonus
Payments ($)⁽²⁾

Value of
Continued
Benefits

Amendment: SEC Form 10-K/A filed by Catalent Inc.