On May 27, 2021 Zealand Pharma A/S ("Zealand") (NASDAQ: ZEAL) (CVR-no. 20 04 50 78), a biotechnology company focused on the discovery, development and commercialization of innovative peptide-based medicines, reported the implementation of a new share-based long-term incentive program for Zealand’s US based Corporate Management, in accordance with Zealand’s Remuneration Policy as adopted at the annual general meeting held on 15 April 2021 (Press release, Zealand Pharmaceuticals, MAY 27, 2021, View Source [SID1234580684]). Zealand implemented the new incentive program to align with selected biotech peers, and is intended to drive long-term performance, align management’s and employees’ interests with those of Zealand’s shareholders, and support the attraction, retention, and motivation of first-rate executive talent.
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Accordingly, Zealand has awarded 32,363 restricted stock units ("RSUs") and 97,090 performance stock units ("PSUs") to the Corporate Management (split of 75% PSUs and 25% RSUs) that are employed by the US entity. The 2021 RSU grants vest annually in equal tranches over three years (from May 27, 2021 to May 27, 2024).
With respect to the PSUs;
50% of the PSUs vest based upon certain predefined operational goals that are required for Zealand to meet its strategic plans (such as clinical development or regulatory goals), and
50% of the PSUs vest based upon certain pre-defined market-based goals that encourage share performance against comparable companies (such as total shareholder return performance against Nasdaq Biotechnology Index).
Depending on the level of fulfillment of the goals the PSUs may vest between 0% and 150%.
For the financial year 2021, the total value of any share-based remuneration, including both RSUs and PSUs, cannot exceed 325% for other members of the Corporate Management at the time of grant.
The number of granted RSUs or PSUs may be adjusted by the Board of Directors due to e.g. changes in Zealand’s share capital structure or other significant events, subject to obtaining a calculation made by Zealand’s auditor or an independent third party.
Vested RSUs or PSUs entitle the holder to receive shares in Zealand at no cost, provided the holder’s continued employment throughout the vesting period. Each vested RSU equals one share in Zealand while PSUs convert into a number of shares equal to between 0% to 150% of the PSUs, depending on the achievement of the performance targets.
The grant of RSUs and PSUs under this program will have an estimated fair market value of DKK 24.8 million, based on each RSU having a fair value of DKK 191.60. The value of the RSUs is determined as the closing price of the Company’s share on Nasdaq Copenhagen A/S the day prior to the grant.
The LTIP will have no dilution effect on Zealand’s shareholders since Zealand intends to use treasury shares to meet its obligations to deliver shares under the incentive program.
Equivalent programs for the Danish Corporate Management were disclosed in press release 28/2021 on 12 May 2021.