Aaron D. Berg
AMARIN CORP PLC\UKAbout Aaron D. Berg
Aaron D. Berg (age 62) is President and Chief Executive Officer of Amarin (AMRN) and a member of the Board, appointed June 4, 2024. He joined Amarin in November 2012 and progressed through senior commercial roles including SVP & Chief Commercial Officer and EVP, President–U.S. He holds a B.S. in Business Management/Marketing from the University of Maryland . Company performance context in 2024: 9 consecutive quarters of cash positive or neutral operations; year-end cash of $294 million with no debt; and 2024 revenues “over $200 million.” TSR in the SEC pay-versus-performance table shows the Company’s cumulative $100 investment metric at $2.26 as of 2024; Berg became CEO mid-2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amarin | President & CEO; Director | 2024–present | Leading renewed focus on EU commercialization, U.S. profitability, and RoW partnerships; maintains strong cash/no-debt position . |
| Amarin | EVP, President–U.S. | 2021–2024 | Oversaw U.S. operations during period of cash preservation focus . |
| Amarin | SVP & Chief Commercial Officer | 2018–2021 | Led commercial strategy and execution . |
| Amarin | SVP, Marketing & Sales | 2014–2018 | Built commercial capabilities . |
| Amarin | VP, Marketing & Managed Care | 2012–2014 | Joined company; led managed market initiatives . |
| Essentialis, Inc. | President & CEO | Pre-2012 | Led triglyceride management program at a development-stage biopharma . |
| Kos Pharmaceuticals | VP, Marketing & Sales | Pre-2006 | Drove annual revenues approaching ~$1B prior to acquisition by Abbott in Dec 2006 . |
| Bristol-Myers Squibb; Schering-Plough; GSK | Commercial roles | Earlier career | Progressive commercial responsibilities in large-cap pharma . |
External Roles
- No current public company directorships disclosed other than AMRN Board service; no other external board roles noted in the proxy for Berg .
Board Governance and Service at Amarin
- Director since 2024; management (non-independent) director by virtue of serving as CEO .
- Board chaired by an independent director (Dr. Odysseas Kostas), with all key committees fully independent; independent directors meet at every Board meeting .
- Committees (Audit, Remuneration, Nominating & Corporate Governance) list does not include Berg; independent-only membership preserved .
- Board met 10 times in 2024; all directors attended ≥75% of meetings .
- Berg receives no additional compensation for Board service (compensated as CEO only) .
- Dual-role implications: Separation of Chair and CEO roles plus independent committees mitigate independence concerns relative to CEO-director status .
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $566,891 | $622,486 | $662,602 |
| Bonus (cash) | $0 | $292,326 | $576,859 (includes $142,326 one-time + $434,533 discretionary annual bonus) |
| Stock Awards (RSUs grant-date fair value) | $645,258 | $428,040 | $140,360 |
| Option Awards (grant-date fair value) | $378,345 | $759,785 | $1,889,293 |
| Non-Equity Incentive Plan | $335,000 | $311,000 | $0 |
| All Other Compensation | $11,812 | $34,512 | $8,271 |
| Total | $1,937,306 | $2,448,149 | $3,277,385 |
Notes:
- 2024 base was increased in June on promotion to CEO; 2024 CEO cash bonus awarded at Remuneration Committee discretion .
Performance Compensation
2024 Annual Incentive Plan – Corporate Scorecard and Outcome
| Category | Weight | Target | Actual Achievement | Weighted Score |
|---|---|---|---|---|
| Financial (revenue, opex, cash, inventory vs 2024 plan) | 60% | Not disclosed | 98% | 59% |
| Commercial (EU access; US share; new approvals; filings; supply) | 20% | Not disclosed | Sub-goals achieved at 75%/100%/100%/100%/100% | 17.5% total (7.5% + 4% + 2% + 2% + 2%) |
| Pipeline & Medical (EU scientific evidence; strategic options) | 10% | Not disclosed | 133%/100% | 12% (9% + 3%) |
| People & Culture (ERM/cyber; engagement; talent retention) | 10% | Not disclosed | 100%/133%/100% | 11% (4% + 4% + 3%) |
| Total Corporate Outcome | 100% | — | — | 99.5% |
- CEO annual bonus: $434,533 discretionary based on transition leadership and overall corporate outcomes; additional one-time $142,326 payment reported in 2024 .
2024 Long-Term Incentives (granted)
| Award | Grant Date | Size/Terms | Vesting | Pricing/Hurdles |
|---|---|---|---|---|
| RSUs | 2/1/2024 | 116,000 units | 3 equal annual tranches on 2/2/2025, 2/2/2026, 2/2/2027 | — |
| Stock Options (time-based) | 2/1/2024 | 418,000 options | 33% on 1st anniversary; remaining 67% ratably over next 8 quarters | $1.21 exercise price |
| Performance Stock Options | 8/1/2024 | 5,000,000 options (target) | Earned only upon share price hurdles $1.25–$10.00; each earned portion then requires 5 months of additional time-vesting; none earned/vested to date | $0.62 exercise price |
| LTI Mix Policy | 2024 policy | 75% options / 25% RSUs for executives (Berg follows this mix) | — | — |
Equity Ownership & Alignment
Beneficial Ownership (as of Feb 28, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Aaron D. Berg | 2,334,389 | <1% | Includes 881,541 owned and 1,452,848 options exercisable within 60 days . |
- Outstanding, unexercised CEO equity at 12/31/2024 includes multiple option tranches and the 5,000,000 performance option; none of the performance-option hurdles had been met; all outstanding options were underwater at 12/31/2024 (ADS $0.49) reducing near-term exercise/sale pressure .
- 2024 vesting activity: 184,016 RSUs vested; no option exercises reported for Berg in 2024 .
- Ownership guidelines: CEO required to hold equity equal to 3x base salary; executives have five years to comply; all NEOs have satisfied or are within the five-year compliance window .
- Hedging/pledging: Prohibited absent Audit Committee approval; insider trading policy prohibits short sales and pledging without approval; no pledges disclosed for Berg .
- Alignment signal: Upon appointment as CEO, Berg purchased 160,000 ADSs in the open market with personal funds .
Employment Terms
Severance and Change-of-Control (CoC)
| Scenario | Cash/Salary | Equity | Health Benefits | Notes |
|---|---|---|---|---|
| Termination without cause / for good reason (outside CoC window) | 18 months’ salary paid over time + lump sum of 0.975x salary | Standard award terms; performance option not auto-accelerated outside CoC per equity-specific provisions | Up to 18 months continuation (cost share as at termination) | Requires release; at-will employment; agreements prohibit competition/solicit/NDAs |
| Double-trigger CoC (termination within 24 months post-CoC) | Lump sum 3.3x base salary | Performance option: all price hurdles deemed achieved at CoC; time-vesting fully accelerated if not assumed, or deemed satisfied at earlier of 12 months post-CoC or involuntary termination if assumed; requires release | Up to 18 months continuation (cost share as at termination) |
- Clawback: Dodd-Frank compliant policy allows recovery of incentive comp for three years preceding a required restatement .
- Tax gross-ups: None for severance/CoC or perquisites .
- Executive Severance Plan: Berg is excluded; terms governed solely by his employment agreement .
Compensation Committee Analysis
- Remuneration Committee (Compensation Committee) members: Diane Sullivan (Chair), Patrice Bonfiglio, Paul Cohen, Keith Horn; all independent .
- Consultants: Aon (through July 2024) and Pearl Meyer (rest of 2024) engaged as independent advisers; independence assessed and no conflicts found .
- Committee interlocks: None disclosed .
- Peer groups and pay positioning: Peer group refined for 2024 and 2025 cycles; total compensation targeted at market median (50th percentile) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: ~79.5–80% of votes cast in favor; Company engaged investors and simplified plans with higher option weighting (75%) and clearer, outcomes-based metrics .
Risk Indicators & Red Flags
- Related-party transactions: None since Jan 1, 2024 beyond normal comp .
- Section 16 compliance: Three late Form 4s (including Berg), due to administrative error .
- Hedging/pledging prohibited; strong clawback policy in place .
- CFO turnover: Former CFO resigned Oct 23, 2024; successor appointed Dec 13, 2024 .
Director Compensation (Context)
- Non-employee directors receive cash retainers and annual equity grants (75% options/25% RSUs); Berg receives no additional compensation for serving on the Board as he is CEO .
Vesting Schedules (Selected Outstanding Awards)
| Grant | Instrument | Key Terms | Status |
|---|---|---|---|
| 2/1/2024 | RSUs (116,000) | Vest 1/3 on 2/2/2025, 2/2/2026, 2/2/2027 | Unvested as of 12/31/2024 |
| 2/1/2024 | Options (418,000 @ $1.21) | 33% on 1st anniversary; remaining 8 quarterly tranches thereafter | Unexercisable at 12/31/2024; underwater at $0.49 |
| 8/1/2024 | Performance Options (5,000,000 @ $0.62) | Price hurdles $1.25–$10.00; 5-month time-vesting after each hurdle; none achieved to date | Unearned/unvested |
Equity Ownership & Alignment – Snapshot Table
| Item | Detail |
|---|---|
| Total beneficial ownership | 2,334,389 shares; <1% of outstanding (414,186,296) . |
| Directly owned | 881,541 shares . |
| Options within 60 days | 1,452,848 shares via options . |
| Underwater status at 12/31/2024 | All NEO options underwater at $0.49 year-end price . |
| RSUs unvested | Multiple tranches incl. 116,000 granted 2024 . |
| Ownership guidelines | CEO 3x base salary; 5-year compliance window; executives compliant or within window . |
| Hedging/Pledging | Prohibited without approval; short sales prohibited . |
| Notable insider buy | 160,000 ADSs purchased by Berg upon CEO appointment . |
Employment Terms – Additional Governance
- At-will employment; agreements prohibit competition, solicitation, and disclosure of confidential information; no contract term specified .
Investment Implications
- Pay-for-performance tightening: 2024 changes increased option weighting (75%) and introduced strict price-hurdle performance options for the CEO, directly aligning upside with shareholder returns; none have vested yet, keeping realized pay modest unless the stock appreciates materially .
- Limited near-term selling pressure: All NEO options underwater at 2024 year-end and CEO’s performance options unearned; 2025–2027 RSU vesting remains a manageable, known supply overhang .
- Retention and CoC economics: Outside CoC, CEO severance equals 18 months’ salary plus a 0.975x salary lump sum; under double-trigger CoC, 3.3x salary plus broad equity acceleration for the CEO’s performance option—supportive of leadership continuity through strategic events but dilutive if CoC triggers are met .
- Alignment and governance: CEO open-market share purchase and strict anti-hedging/pledging and clawback policies support alignment; independent chair and fully independent committees mitigate CEO-director independence concerns .
- Shareholder sentiment: Say-on-pay support (~80%) improved amid program simplification and clearer outcome metrics, reducing governance overhang; continued EU commercialization progress and cash discipline are central to incentive payouts .