Michael Torok

About Michael Torok

Michael Torok, age 46, was appointed as a non-executive, independent director of Amarin on April 4, 2025. He co-founded and serves as Managing Director of JEC Capital Partners, with prior roles as CFO of Integrated Dynamics Engineering and earlier positions at PwC. He holds a B.S. in Accounting & Finance and a Master’s in Finance from Boston College. He is nominated for re‑election at the May 13, 2025 AGM and, as of the proxy date, is considered independent by the Board .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all directors other than the CEO are independent; this includes Mr. Torok as of the April 10, 2025 proxy .
• Committee assignments: On appointment (Apr 4, 2025) he had not been assigned to any committees; committee assignments may be set after the AGM .
• Attendance: The Board held 10 meetings in 2024 and all then‑serving directors met the 75% attendance threshold; Torok was appointed in 2025, so no 2024 attendance record applies to him .
• Board leadership: Independent Chair (Dr. Odysseas Kostas); key committees are fully independent; independent directors hold sessions at every meeting .
• Re‑election: Ordinary resolution to re‑elect Michael Torok at the 2025 AGM (Proposal No. 13) .

Fixed Compensation (Director)

Performance Compensation (Director Equity)

Structure signals pay‑for‑performance: heavier option weighting (75%) shifts director equity toward stock price outcomes; Amarin reduced director equity sizes and increased option mix in 2023/Jan 2024 to align with market medians .

Other Directorships & Interlocks

The Company reports no related‑party transactions since Jan 1, 2024, and Torok is not party to any Item 404(a) transactions on appointment .

Expertise & Qualifications

• Capital markets, M&A, capital resources, and operational improvements experience (JEC, CFO background) .
• Financial oversight and board experience; contribution across core board committees noted in press release .
• Accounting and finance academic credentials (Boston College) .

Equity Ownership

• Ownership guidelines (directors): 3× annual cash retainer; five years to attain (non‑employee directors elected in 2023 have until 2028) .
• Hedging/pledging: Prohibited absent Audit Committee approval; Company anti‑hedging/anti‑pledging policy applies to directors .

Governance Assessment

• Alignment: Material personal/affiliated ownership of ~1.17% aligns incentives with shareholders; option‑heavy director equity mix further ties compensation to share price outcomes .
• Independence and oversight: Board deems him independent; independent Chair and fully independent key committees support effective oversight, though Torok had no committee assignment at appointment, limiting near‑term committee‑level influence until assignments are made post‑AGM .
• Engagement/attendance: Board met 10 times in 2024 with all then‑directors meeting attendance thresholds; Torok’s attendance will be assessable in 2025 reporting .
• Pay structure quality: Director pay offers cash/equity election and market‑median sizing; change‑in‑control full vesting is standard but can be shareholder‑sensitive; the increased option weighting is a positive alignment signal .
• Conflicts and related‑party risk: Company discloses no related‑party transactions; 8‑K affirms no Item 404(a) transactions for Torok on appointment; hedging/pledging restrictions mitigate alignment risks. Continued monitoring warranted given indirect holdings via entities he manages, although no pledges are disclosed .

RED FLAGS (monitor)

• No committee assignment at appointment (may be temporary; monitor post‑AGM committee placements) .
• Change‑in‑control acceleration for director equity (industry standard but can face investor scrutiny) .

Supportive Signals

• Significant beneficial ownership and option‑heavy director equity structure .
• Independent status within an independently led board framework .
• No related‑party transactions disclosed; deed of indemnity to be executed in standard form .

Employment & Contracts (Director)

• Appointment date: April 4, 2025; service through 2025 AGM; nominated for re‑election .
• Deed of indemnity: Company expects to enter into standard director deed of indemnity with Torok .

Director Compensation Structure Analysis

Say‑on‑Pay & Shareholder Feedback (context)

• 2024 say‑on‑pay approval ~79.5% of votes cast; Board and Remuneration Committee expanded engagement and simplified incentive design, including heavier option weighting and clearer outcomes‑based goals (executive program context) .

Related‑Party Transactions

• None reported since Jan 1, 2024; Torok specifically not party to any Item 404(a) transactions per his 8‑K appointment disclosure .

Past Roles (detail table)

External Roles (detail table)

Equity Ownership (detail table)

Notes on Policies Relevant to Alignment

• Director stock ownership guideline: 3× annual cash retainer; 5 years to comply (directors from 2023 cohort have until 2028) .
• Insider trading policy: Prohibits hedging and pledging absent Audit Committee approval; clawback policy in place for executives (governance backdrop) .