Diane E. Sullivan
AMARIN CORP PLC\UKAbout Diane E. Sullivan
Independent non-executive director at Amarin (AMRN) since February 2023; age 63 with a career spanning senior commercialization and market access roles at The Medicines Company, AstraZeneca, Pfizer/Wyeth, and GlaxoSmithKline, plus early career at IBM. She founded a life-sciences commercialization strategy consultancy in May 2020 and serves as part-time Chief Commercial Officer at DalCorp Pharmaceuticals. She is affirmed independent by the Board and currently chairs the Remuneration Committee and serves on the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Medicines Company | Chief Commercial Officer | Nov 2018–Apr 2020 | Senior commercialization leader until MDCO’s $9.7B sale to Novartis |
| AstraZeneca | VP, Market Access & Patient Strategies | 2013–2017 | Led payer strategy and patient initiatives |
| Pfizer | VP, Specialty Payer & Channel Group | 2009–2013 | Led specialty payer/channel strategy (preceded by Wyeth VP, Healthcare Systems Marketing in 2008) |
| GlaxoSmithKline | Strategy, marketing, brand, BD, integration roles | ~12 years (pre-2008) | Broad commercial leadership experience |
| IBM | Health Data Networking launch team | Early career | Technical and market entry experience |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Lexicon Pharmaceuticals, Inc. (Nasdaq: LXRX) | Director | Jul 2023 | Current public company directorship |
| DalCorp Pharmaceuticals | Part-time Chief Commercial Officer | May 2020 | Concurrent industry role |
| OrthogenRx (private) | Director | May 2018–Jan 2022 | Company acquired by Avanos Medical in Jan 2022 |
| Consulting firm | Founder | May 2020–present | Strategy/commercialization advisory for life sciences |
Board Governance
- Independence: Board determined all directors other than the CEO (Aaron Berg) are independent; Sullivan is independent .
- Committee assignments: Remuneration Committee Chair; Audit Committee member. Audit: Horn (Chair), Bonfiglio, Sullivan, Sterling; Remuneration: Sullivan (Chair), Bonfiglio, Cohen, Horn .
- Attendance: Board met 10 times in FY2024; each director attended at least 75% of Board and applicable committee meetings. Audit met 9 times; Remuneration met 8 times; Nominating met 4 times .
- Board structure: Independent Chair (Dr. Kostas); executive sessions of independent directors at every meeting; Board declassified beginning with 2024 AGM (annual elections) .
- Compensation committee governance: No interlocks or insider participation; the Remuneration Committee retained independent consultants (Aon through July 2024; Pearl Meyer thereafter), with no conflicts of interest found .
Fixed Compensation
| Component | 2024 Program Terms | Diane E. Sullivan – 2024 Amounts |
|---|---|---|
| Annual Board cash retainer | $62,500 (non-employee directors) | $62,458 fees earned in cash |
| Committee chair retainer | Remuneration Chair: $20,000 | Included via equity/cash election; cash line reflects portion elected |
| Committee member retainer | Audit: $12,000; Remuneration: $10,000; Nominating: $5,000; paid in addition to Board retainer | Included via equity/cash election; cash line reflects portion elected |
| Equity election for retainers | Directors may elect retainers in unregistered Ordinary Shares at price = max(closing ADS price 10 days after quarter-end, £0.50 par) | Applied at director’s annual election |
- 2024 director compensation (Sullivan): Stock awards $43,750; option awards $131,250; total $237,458 .
- Director stock ownership guideline: 3× annual cash retainer; five years to comply (through 2028 for current cohort) .
Performance Compensation
| Equity Component | 2024 Grant Value/Mix | Vesting / Features |
|---|---|---|
| Annual director equity grant | $175,000 total; 75% options / 25% RSUs | Options vest annually over 3 years; RSUs vest annually over 3 years; accelerated vesting upon change in control |
| Initial director equity (new directors) | $262,500 total; 75% options / 25% RSUs | Options: 1/3 at 1st anniversary, then equal quarterly vest over 2 years; RSUs vest annually over 3 years |
| Sullivan’s 2024 equity received | Stock awards $43,750; option awards $131,250 | Unexercised options and RSU positions detailed below |
No performance metrics (TSR, revenue, ESG, etc.) are tied to non-employee director compensation; director equity vests time-based, with single-trigger change-in-control acceleration for directors .
Other Directorships & Interlocks
- Current public board: Lexicon Pharmaceuticals, Inc. (LXRX) .
- No disclosed interlocks with Amarin’s suppliers/customers/competitors; no related-party transactions since 1/1/2024 beyond compensation arrangements .
Expertise & Qualifications
- Education: BA, Dickinson College; completed IBM’s intensive two-year marketing/account management training and IBM’s customized MBA program .
- Domain expertise: Commercialization strategy, market access, payer/channel management, European/U.S. pharma commercialization, BD/M&A; led CCO function at MDCO through $9.7B sale to Novartis .
- Governance: Chairs Remuneration Committee; co-authored Remuneration Committee Report .
Equity Ownership
| Metric | Amount | Details |
|---|---|---|
| Total beneficial ownership | 433,838 shares; <1% of class | Includes options and RSUs exercisable/vesting within 60 days |
| Options – unexercised, unvested | 369,527 shares | Positions outstanding at 12/31/2024 |
| Options – vested, unexercised | 262,277 shares | Positions outstanding at 12/31/2024 |
| RSUs – unvested | 113,531 shares | Positions outstanding at 12/31/2024 |
| RSUs – vested but deferred | 87,426 shares | Deferred delivery under director program |
| Pledging / hedging | Prohibited absent Audit Committee approval; company policy discourages both | |
| Ownership guideline status | Directors have until 2028 to reach 3× retainer guideline |
Governance Assessment
- Strengths: Independent status; chairs a fully independent Remuneration Committee; member of fully independent Audit Committee; robust committee activity (Audit 9; Remuneration 8 meetings in 2024) with ≥75% attendance; engagement of independent comp consultants without conflicts; director equity guidelines and ability to elect fees in stock support alignment .
- Alignment: Equity-heavy director compensation mix (options 75%, RSUs 25%) with multi-year vesting and change-of-control acceleration; beneficial ownership with exercisable options and deferred RSUs indicates meaningful exposure to equity outcomes .
- Potential risks/flags: Single-trigger equity acceleration for directors upon change of control (not performance-based) can be shareholder-sensitive; concurrent part-time CCO role at DalCorp presents theoretical conflict risk, though no related-party transactions are disclosed; hedging/pledging restricted by policy .
- Shareholder signals: Company say-on-pay support was ~79.5% in 2024; Remuneration Committee (chaired by Sullivan) simplified and increased option weighting in 2024 LTIs to strengthen pay-for-performance; refined peer group and maintained 50th percentile pay philosophy, which should be constructive for investor confidence .