Keith L. Horn
AMARIN CORP PLC\UKAbout Keith L. Horn
Keith L. Horn (age 66) is an independent director of Amarin (joined February 2023), Chair of the Audit Committee, and a member of the Remuneration Committee. He is founder/managing member of Loring Capital Advisors and previously served as COO of Elliott Management; he holds a J.D. (cum laude) from Georgetown and B.A. in Economics and Political Science from Binghamton (Phi Beta Kappa). The Board has determined he is independent and an “audit committee financial expert”; he is nominated for re‑election at the May 13, 2025 AGM .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elliott Management Corporation | Chief Operating Officer; member of Management and Valuation Committees | 2003–2015 | Led global management/oversight of operational, support, and control functions |
| Merrill Lynch, Pierce, Fenner & Smith | Global Head of Leveraged Finance; Head of Latin America Debt; Chief of Staff to the Chairman & President | ~1987–2003 (16 years) | Senior leadership across financing and corporate roles |
| Forest Road Acquisition Corp (SPAC) | Chief Executive Officer and Director | Sep 2020–Jun 2021 | CEO through business combination with Beachbody |
| Forest Road Acquisition Corp II (SPAC) | Director | Mar 2021–Apr 2023 | Board role |
| Sarissa Capital Acquisition Corp (SPAC) | Director | Oct 2021–Nov 2022 | Board role |
| Empire Resorts, Inc. | Director; Audit Committee Chair; Special Committee Chair (going‑private review) | Apr 2016–Nov 2019 | Chaired audit & special committee for acquisition to take company private |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Loring Capital Advisors, LLC | Founder & Managing Member | n/a | Advisory/consulting to hedge funds, asset managers, and startups |
| ShopOne Centers REIT, Inc. | Director | Mar 2018 | Owner/operator of shopping centers |
| Caliper Holdings | Director | Jan 2019 | Consumer/commercial ingredients, food & beverage |
| Sharp Alpha | Advisory Board Member | Oct 2021 | Sports betting & gaming VC fund |
| Investcorp Strategic Capital Partners | Strategic Advisory Board Member | Jul 2019 | GP stakes fund |
| Forest Road Company, LLC | Strategic Advisory Board Member | Dec 2019 | Specialty finance/tax services for U.S. tax credits/media |
| Binghamton University Foundation | Director; Investment Committee Member | n/a | Non‑profit foundation board |
| PeacePlayers International | Director | n/a | Non‑profit; youth development via basketball |
Board Governance
- Independence and service: Independent director (appointed Feb 2023), nominated for re‑election at the 2025 AGM (Resolution 4) .
- Committee assignments: Audit Committee Chair; Remuneration Committee member; designated “audit committee financial expert” (Horn and Bonfiglio) .
- Attendance and engagement: Board met 10 times in 2024; Audit Committee met 9; Remuneration Committee met 8; each director attended at least 75% of Board and committee meetings; independent directors meet at every Board meeting .
- Board leadership: Independent Chairman (Dr. Odysseas Kostas) since March 2023 .
- Say‑on‑pay context: 2024 AGM support ~79.5–80% (indicates improving but not overwhelming support) .
Fixed Compensation (Non‑Employee Director – 2024)
| Item | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $62,500 | Standard non‑employee director cash retainer |
| Committee Chair Retainer (Audit) | $25,000 | Additional to Board retainer |
| Committee Member Retainer (Remuneration) | $10,000 | Additional to Board retainer |
| Cash Fees Actually Paid (2024) – Horn | $63,055 | Fees earned/paid in cash (reported) |
- Directors may elect to receive retainers in cash or unregistered ordinary shares each quarter, priced at the greater of ADS close 10 days post‑quarter or £0.50 par value .
Performance Compensation (Director Equity – 2024)
| Grant Type | Value (FV) | Vesting | Notes |
|---|---|---|---|
| Annual Equity – Options (Horn) | $131,250 | Annually over 3 years | Part of $175k annual equity retainer; 75% options / 25% RSUs mix |
| Annual Equity – RSUs (Horn) | $43,750 | Annually over 3 years | Annual RSU portion |
| Program Structure | $175,000 | Options and RSUs vest over 3 years | Adopted Feb 2024; options 75%/RSUs 25% |
| New Director Initial Equity (policy) | $262,500 | Options: quarterly after yr 1; RSUs: annual | 75% options / 25% RSUs; revised Feb 2024 |
Other Directorships & Interlocks
- Current outside company roles noted above; none disclosed as related‑party transactions with Amarin in 2024–2025 .
- Compensation Committee interlocks: None reported for 2024 (no overlapping executive/board roles creating comp interlocks) .
Expertise & Qualifications
- Audit committee financial expert; deep background in investments, capital markets, corporate governance, M&A, operations, and capital allocation .
- Education: J.D., Georgetown University Law Center (cum laude); B.A., Economics and Political Science, Binghamton University (Phi Beta Kappa, highest honors) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial Ownership (as of Feb 28, 2025) | 433,838 shares | <1% of class |
| Included within 60 days (detail) | 417,075 options; 16,763 RSUs | Counted as beneficial ownership within 60 days |
| Director Holdings Detail (12/31/2024) | 369,527 unexercised unvested options; 262,277 unexercised vested options; 113,531 unvested stock awards; 87,426 vested but deferred stock awards | Per director compensation footnote table |
| Pledging/Hedging | Prohibited absent Audit Committee approval | Company policy restricts hedging/pledging; approvals required for exceptions |
| Director Ownership Guidelines | ≥3x annual cash retainer; 5 years to comply | Directors elected in 2023 have until 2028 to meet guideline |
Related‑Party & Risk Indicators
- Related‑party transactions: None involving directors/executives since Jan 1, 2024 (other than disclosed compensation) .
- Section 16 compliance: All required filings timely in 2024 except three late Form 4s for Berg, Ketchum, Reilly (no late filing cited for Horn) .
- Anti‑hedging/pledging: Company policy restricts hedging and pledging; Audit Committee approval required for any exception .
Governance Assessment
-
Strengths
- Independent Audit Chair with capital markets and governance depth; designated audit committee financial expert—supports financial oversight quality .
- Active committee cadence (Audit met 9x; Remuneration 8x) and Board independent sessions every meeting—supports oversight rigor .
- No related‑party transactions or interlocks; Section 16 compliance clean for Horn—low conflict profile .
- Director equity is primarily option‑based (75%) with multi‑year vesting—aligns with shareholder value creation .
-
Watch items
- Multiple external board/advisory commitments could raise bandwidth considerations; continued strong attendance (>75% threshold met) mitigates but should be monitored .
- Activist presence on Board (e.g., Sarissa) and Horn’s historical SPAC/activist ecosystem roles are not conflicts per se; monitor for any future related‑party or advisory overlaps (none disclosed) .
-
Shareholder signals
- Say‑on‑pay support improved but remained ~79.5–80% at 2024 AGM; indicates room for continued engagement on pay and governance .
Overall, Horn’s profile (Audit Chair and financial expert, deep markets/governance background, independent status, option‑heavy director equity) supports investor confidence in board oversight and alignment; no material red flags disclosed in 2024–2025 filings .