Oliver O'Connor
AMARIN CORP PLC\UKAbout Oliver O’Connor
Oliver O’Connor, 63, is an independent non‑executive director of Amarin (AMRN) since April 2023. He is CEO of the Irish Pharmaceutical Healthcare Association (since January 2015), holds an MBA from Stanford Graduate School of Business and a BA from University College Dublin, and brings 30+ years in government and health policy, pharma industry and finance. He is nominated for re‑election at the May 13, 2025 AGM and serves on the Nominating & Corporate Governance Committee; all directors other than the CEO are affirmed independent, and the Board held executive (independent) sessions at every meeting in 2024 .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Ireland Deputy Prime Minister; Minister for Enterprise, Trade and Employment; Minister for Health and Children | Advisor | Not disclosed | Government advisory exposure, health policy expertise |
| Irish Medicines Verification Organisation | Founder Board Member | Since 2017 | Governance oversight in medicines verification |
External Roles
| Organization | Role | Start | Nature / Notes |
|---|---|---|---|
| Irish Pharmaceutical Healthcare Association | Chief Executive Officer | Jan 2015 | Industry association leadership; potential policy/lobbying intersections |
| Irish Medicines Verification Organisation | Founder Board Member | 2017 | Supply chain/verification governance |
Board Governance
- Structure and independence: All key committees are chaired and composed solely of independent directors; Board determined all directors other than the CEO are independent .
- Committee memberships (2024): O’Connor is a member of the Nominating & Corporate Governance Committee (met 4 times in 2024) .
- Attendance: Board met 10 times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Risk oversight: Board and committees oversee risk (compensation risk review, cybersecurity processes, clawback adoption) .
- Independent sessions: Independent directors meet at every Board meeting .
- Chair roles: None disclosed for O’Connor .
Fixed Compensation
| Component | 2024 Policy Value | Notes |
|---|---|---|
| Annual Board Retainer – Non‑employee director | $62,500 | Cash or Ordinary Shares election per quarter |
| Non‑Executive Chairman Retainer | $95,000 | Cash or shares election |
| Audit Committee Chair | $25,000 | Annual chair fee |
| Remuneration Committee Chair | $20,000 | Annual chair fee |
| Nominating & Corporate Governance Chair | $11,000 | Annual chair fee |
| Audit Committee member | $12,000 | Annual member fee |
| Remuneration Committee member | $10,000 | Annual member fee |
| Nominating & Corporate Governance member | $5,000 | Annual member fee |
| Retainer settlement election | Cash or Ordinary Shares | Issued at greater of Nasdaq closing price 10 days post quarter or £0.50 par value |
| Expense reimbursement | Reasonable out‑of‑pocket | For Board/committee attendance |
| Director (2024) | Fees Earned (Cash) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Oliver O’Connor | $33,183 | $43,750 | $131,250 | $208,183 |
Performance Compensation
| Equity Element | Grant Size (Grant Date Fair Value) | Mix | Vesting | Notes |
|---|---|---|---|---|
| Initial grant for new directors (as revised Feb 2024) | $262,500 | 75% options / 25% RSUs | Options vest 1/3 at 1st anniversary, then quarterly over next 2 years; RSUs vest annually over 3 years | Time‑based; no performance metrics; settlement not deferred |
| Annual grant for continuing directors (as revised Feb 2024) | $175,000 | 75% options / 25% RSUs | Options vest annually over 3 years; RSUs vest annually over 3 years | Time‑based; no performance metrics |
| Change‑in‑control treatment (directors) | N/A | N/A | Immediate full vesting | All director equity vests upon change in control |
2024 director equity retainers reflect a program revised in 2023 and further reduced in January 2024 to align to peer group 50th percentile and increase option weighting, signaling stronger equity alignment and less guaranteed value .
Other Directorships & Interlocks
| Company / Organization | Public Company? | Role | Overlap / Potential Interlocks |
|---|---|---|---|
| Irish Pharmaceutical Healthcare Association | No | CEO | Industry policy leadership; monitor for perceived conflicts with AMRN commercial/regulatory matters |
| Irish Medicines Verification Organisation | No | Founder Board Member | Medicines verification; no disclosed related‑party transactions with AMRN |
No other public company directorships are disclosed for O’Connor .
Expertise & Qualifications
- Education: MBA, Stanford GSB; BA, University College Dublin .
- Domain expertise: Health policy and pharma industry leadership; government advisory experience .
- Board fit: Nominations/governance oversight; independent perspective; international market and policy insight .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Outstanding | Direct Shares | Options Exercisable within 60 days | RSUs Vesting within 60 days |
|---|---|---|---|---|---|
| Oliver O’Connor | 433,838 | <1% | 0 (not disclosed) | 417,075 | 16,763 |
- Additional director grant/holdings status: As of 12/31/2024, O’Connor held 369,527 unexercised unvested options, 262,277 vested options, 113,531 unvested RSUs, 87,426 vested but deferred stock awards .
- Ownership guidelines: Non‑employee directors must hold equity = 3× annual cash retainer; elected in 2023, directors have until 2028 to reach compliance .
- Hedging/pledging: Company prohibits hedging; pledging requires Audit Committee approval; exceptions reviewed case‑by‑case .
- Related‑party transactions: None involving directors/officers since 1/1/2024; formal policy in place for related‑persons transactions .
Governance Assessment
- Independence and committee alignment: O’Connor is independent and sits on the Nominating & Corporate Governance Committee, consistent with Amarin’s fully independent committee structure—positive for board effectiveness .
- Attendance and engagement: Board met 10 times; each director ≥75% attendance; Nominating Committee met 4 times. Indicates baseline engagement; independent sessions at every meeting strengthen oversight .
- Compensation alignment: Director program moved to smaller grants and heavier option mix (75% options) in 2024, with immediate vesting on change‑in‑control—equity alignment is stronger, but CIC acceleration is a standard feature that investors should monitor for entrenchment risks .
- Ownership alignment: O’Connor’s beneficial ownership is largely via near‑term‑exercisable options and RSUs; director ownership guidelines (3× retainer) apply with a 2028 compliance horizon—alignment improving but primarily option‑based currently .
- Conflicts/related parties: No related‑party transactions reported; however, O’Connor’s role as IPHA CEO could present perceived conflicts in policy arenas—oversight mitigants include independence, committee composition, and the Company’s Related Persons Transaction Approval Policy .
- Shareholder signals: 2024 say‑on‑pay received approx. 79.5% support, reflecting improving but not overwhelming support for compensation governance—Board cites continued shareholder outreach and program simplification .
- Insider compliance: No delinquent Section 16 filings disclosed for O’Connor; Company enforces clawback policy and anti‑hedging/pledging rules—positive governance controls .
RED FLAGS
- Change‑in‑control equity acceleration for directors (immediate full vesting) can be shareholder‑unfriendly in certain scenarios; monitor Board rationale and potential transaction context .
- Perceived conflict risk from O’Connor’s industry association leadership (policy/lobbying interface), though no related‑party transactions disclosed; maintain scrutiny on decisions affecting pricing/reimbursement and market access .
Positive Indicators
- Fully independent committee composition with independent sessions every meeting—strong oversight mechanics .
- Programmatic move to smaller director equity grants and higher option weighting—better pay‑for‑performance alignment .
- Formal clawback and insider policy regime; robust related‑party review framework .