Louis Sterling III

About Louis Sterling III

Louis Sterling III (age 46) has served as an independent, non-executive director of Amarin since February 2023. He is Chair of the Nominating & Corporate Governance Committee and a member of the Audit Committee. Sterling is a private investor (since 2017) with prior experience in investment banking (Goldman Sachs), middle-market private equity (Lincolnshire Management), and as a managing director at BondFactor. He holds a J.D. (Harvard Law School), M.B.A. (Harvard Business School), and B.B.A. (Howard University) .

Past Roles

External Roles

• The Amarin proxy does not list any current public company directorships for Mr. Sterling as of the filing date .

Board Governance

• Independence: The Board determined all directors other than the CEO (Mr. Berg) are independent; Sterling is independent .
• Board structure: Independent Chair (Dr. Odysseas Kostas). Independent directors meet at every Board meeting .
• Board declassified: Classified board eliminated in 2024; all directors now stand for annual election .
• Meetings and attendance: Board met 10 times in 2024; each director attended at least 75% of aggregate Board and committee meetings of which they were a member .

Fixed Compensation

• Cash retainer program (2024):

• Directors may elect to receive retainers in cash or unregistered ordinary shares each quarter (priced as defined) .

• 2024 actual compensation for Mr. Sterling:

Performance Compensation

• Equity award policy for non-employee directors (revised Feb 2024):
  • Annual grant fair value: $175,000; 75% stock options / 25% RSUs .
  • Vesting: Options vest annually over three years; RSUs vest annually over three years (no deferred settlement) .
  • New director initial grant (as revised Feb 2024): $262,500; options vest 1/3 at 1 year, then quarterly over next 2 years; RSUs vest annually over three years .
  • Change in control: All equity awards held by non-employee directors fully vest upon a change of control .
• Note: The proxy does not disclose performance metrics (e.g., TSR, revenue) tied to director equity; awards are service-based, not performance-conditioned .

Other Directorships & Interlocks

• AMRN Board composition reflects shareholder-influenced refresh (e.g., Sarissa-associated directors serve; one Sarissa-linked director not standing for re-election in 2025), indicating active investor engagement and evolving governance dynamics .

Expertise & Qualifications

• Education: J.D. (Harvard Law School), M.B.A. (Harvard Business School), B.B.A. (Howard University) .
• Domain expertise emphasized by the Board: investments, operations, capital allocation, corporate finance, and M&A .
• Years on AMRN board: since 2023 (standing for annual re-election) .

Equity Ownership

Equity detail as of Dec 31, 2024 (director holdings):

Ownership alignment policies:

• Director ownership guideline: at least 3x annual cash retainer; directors elected in 2023 (including Sterling) have until 2028 to comply .
• Anti-hedging/anti-pledging: Hedging and pledging prohibited without Audit Committee approval; policy governs directors and executives .
• Section 16(a) compliance: Company disclosed administrative late filings for certain officers (Berg, Ketchum, Reilly); no late filings indicated for Mr. Sterling in 2024 .

Governance Assessment

• Strengths

  • Independent director with M&A and capital allocation experience; chairs Nominating & Corporate Governance and serves on Audit—positions central to board effectiveness .
  • Board/committee cadence robust (Board: 10; Audit: 9; N&G: 4 in 2024), with each director meeting at least 75% attendance—supports engagement .
  • Equity-heavy director pay (75% options / 25% RSUs) and ownership guideline (3x retainer by 2028) align incentives with investors .
  • No related-party transactions involving directors reported since Jan 1, 2024; strong insider trading/anti-pledge controls .

• Watch items / potential red flags

  • Director equity vests immediately upon change of control—single-trigger acceleration can be shareholder-unfriendly if not balanced by other protections .
  • Attendance disclosed only as “≥75%” across directors; absence of individual attendance detail limits transparency on director-specific engagement .
  • Say-on-pay support in 2024 at ~79.5% reflects moderate shareholder support, not a failure, but still below typical high-80s/90s levels for many peers .

• Shareholder sentiment and responsiveness

  • Annual say-on-pay supported by ~79.5% in 2024; Board increased outreach, retained an independent consultant (Pearl Meyer) for 2024 compensation design; Remuneration Committee revised director equity structure and size (with Aon input previously) to align around peer medians—signals responsiveness to investor feedback .

Notes on Data Gaps

• Recent insider Form 4 transaction details for Mr. Sterling could not be retrieved programmatically due to an authorization error in the insider-trades tool. This report relies on the proxy’s beneficial ownership and equity holdings tables for ownership analysis .