Jonathan N. Provoost
Executive Vice President, Chief Legal & Compliance Officer and Secretary at 
AMARIN CORP PLC\UK
AMARIN CORP PLC\UKExecutive
About Jonathan N. Provoost
Jonathan N. Provoost is Executive Vice President, Chief Legal & Compliance Officer and Secretary at Amarin, appointed November 15, 2023; age 55 . He holds a J.D. from Pace University, an MBA from Lehigh University, and a B.S. in Chemistry from SUNY Oswego; he is admitted to the NY/NJ bars and registered to practice before the USPTO, with prior legal leadership roles at Tris Pharma, Mallinckrodt, Ikaria, Kos Pharmaceuticals, and Bristol-Myers Squibb . Company context in 2024: Amarin reported revenues “over $200 million,” year-end cash of $294 million, and no debt; nine consecutive quarters of cash-positive/neutral operations, with corporate goals achieved at 99.5% under the incentive plan framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tris Pharma, Inc. | Vice President, General Counsel and Chief Compliance Officer | Oct 2019–Nov 2023 | Led corporate legal and compliance across IP, transactions, litigation; senior managerial responsibilities supporting commercial operations |
| Mallinckrodt Pharmaceuticals | General Counsel, Business Development & Licensing | Not disclosed | Legal leadership for BD/Licensing; supported transactions and portfolio initiatives |
| Ikaria, Inc.; Kos Pharmaceuticals; Bristol-Myers Squibb | Various legal roles | Not disclosed | Broad legal roles across pharma including IP management, general transactions, and litigation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| USPTO | Registered Patent Practitioner | Not disclosed | Registered to practice before the U.S. Patent and Trademark Office |
| U.S. Marine Corps Reserve | Service member | Not disclosed | Service noted in executive biography |
| NY/NJ State Bars | Attorney admission | Not disclosed | Admitted to New York and New Jersey bars |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | All Other Compensation ($) |
|---|---|---|---|---|
| 2024 | 465,000 | 50% | 231,628 (annual cash incentive) | 5,191 |
| 2023 | 59,913 | Not disclosed | 100,000 (sign-on) | 168 |
Additional compensation disclosure (Summary Compensation Table totals):
- 2024 total compensation: $701,819
- 2023 total compensation: $659,264
Performance Compensation
Annual Incentive Plan Outcomes (2024)
| Component | Metric | Weight | Target | Actual Achievement | Payout impact |
|---|---|---|---|---|---|
| Corporate | Financial (rev/opex/cash/inventory) | 60% | Not disclosed | 98% → weighted 59% | Contributes to 99.5% corporate score |
| Corporate | Commercial (EU/US/RoW milestones) | 20% | Not disclosed | Sub-metrics achieved 75–100% → total 17.5% weighted | Contributes to 99.5% corporate score |
| Corporate | Pipeline & Medical | 10% | Not disclosed | 133% and 100% → 12% weighted | Contributes to 99.5% corporate score |
| Corporate | People & Culture | 10% | Not disclosed | 100–133% → 11% weighted | Contributes to 99.5% corporate score |
| Individual | Executive-specific goals | 25% of Provoost’s bonus weighting | Not disclosed | 100% | Combined payout 99.6% of target |
Result for Provoost (2024): With 75% corporate/25% individual weighting, corporate achieved 99.5% and individual 100%, yielding 99.6% of target; annual cash incentive paid $231,628 .
Equity Awards and Vesting Mechanics
| Grant Date | Instrument | Shares/Units | Exercise Price | Expiration | Vesting Schedule | Status/Notes |
|---|---|---|---|---|---|---|
| 12/01/2023 | Stock Options | 800,000 | $0.75 | 11/15/2033 | 25% at first anniversary; remaining 75% ratably over next 12 quarters | As of 12/31/2024: 200,000 exercisable; 600,000 unexercisable . As of 2/28/2025 beneficial ownership counts 250,000 options exercisable or vesting within 60 days . |
| 2024 | RSUs/Options | None disclosed for Provoost | — | — | — | No 2024 grants listed for Provoost; RSU and new option grants in 2024 were for other NEOs . |
Option exercises and stock vesting in 2024: Provoost had no option exercises and no RSU vesting reported .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 250,000 shares; less than 1% of outstanding |
| Ownership as % of shares outstanding | <1% based on 414,186,296 shares outstanding |
| Vested vs. unvested | 12/31/2024: 200,000 options exercisable; 600,000 unexercisable . 2/28/2025 beneficial counting includes 250,000 exercisable/vesting within 60 days . |
| In-the-money value | All named executive options were underwater at $0.49 year-end price; accelerated option values shown as $0 under termination scenarios . |
| Shares pledged | Company policy prohibits pledging/hedging without Audit Committee approval; no pledges disclosed for Provoost . |
| Stock ownership guidelines | Executives must hold at least 1x annual base salary; 5 years to comply; all NEOs either met or are within grace period as of proxy . |
| Clawback policy | Adopted October 2023; recovery of incentive comp upon restatement due to material noncompliance or error that would lead to a material misstatement . |
Employment Terms
| Scenario (Hypothetical termination on 12/31/2024) | Base Salary ($) | Bonus ($) | Accelerated Options ($) | Accelerated RSUs ($) | Health Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|
| Change in Control + qualifying termination within 24 months | 697,500 | 348,750 | — (options underwater) | — | 54,568 | 1,100,818 |
| Termination without cause (outside CoC window) | 465,000 | 232,500 | — (options underwater) | 36,144 | 36,379 | 770,023 |
Additional terms and governance:
- Change-of-control equity treatment is double-trigger: for participants (including executives), unvested awards continue vesting and fully vest if terminated other than for cause within two years post-CoC; directors (other than CEO) vest automatically; options exercisable for 12 months post-CoC or until expiration .
- Employment agreements are at-will; include restrictive covenants (non-compete/non-solicit/confidentiality), with severance governed by Executive Severance Plan or more favorable individual terms .
- No tax gross-ups on perquisites, severance, or CoC benefits .
- Insider trading policy prohibits short sales; hedging and pledging require Audit Committee approval; anti-hedging/anti-pledging highlighted in current policy .
Compensation Structure Analysis
- Mix and alignment: Provoost’s 2024 pay emphasizes at-risk cash tied to corporate and individual goals with no new equity grants; his significant 2023 option grant vests over time and remains underwater at year-end, limiting near-term monetization and selling pressure .
- Company-wide pay governance improved under reconstituted Board, shifting long-term incentives toward options (75%) and simplifying metrics; strong shareholder support for say-on-pay rose to ~79.5% in 2024 .
- Ownership alignment: Stock ownership guidelines, clawback, and anti-hedging/pledging policies enhance alignment and risk control; beneficial ownership for Provoost is modest (<1%) with growing option vesting but underwater status .
Investment Implications
- Insider selling pressure appears low: no exercises/RSU vesting in 2024 and options underwater at $0.49, reducing incentive to sell; vested options will increase gradually via quarterly vesting, but monetization depends on price >$0.75 .
- Retention risk is moderate: severance provides meaningful cash continuity ($770k non-CoC; $1.10m CoC scenarios), while underwater options and ownership guidelines promote long-term alignment; restrictive covenants further support retention .
- Pay-for-performance signals: 2024 bonus payout at 99.6% of target reflects high corporate execution against defined goals; stronger equity tilt across the organization suggests higher sensitivity to stock performance in future cycles, though Provoost’s 2024 equity grants were none .