Patrice Bonfiglio
AMARIN CORP PLC\UKAbout Patrice Bonfiglio
Patrice Bonfiglio, 41, has served as an independent director of Amarin since February 2023. She is President of Sarissa Capital Management LP, with prior roles as COO, CFO, and CCO since 2013, and previously served as CFO of Sarissa Capital Acquisition Corp (Nasdaq: SRSA) from Oct 2020 to Oct 2022. She began her career in accounting/operations roles at Arbalet Capital, Arrowhawk Capital Partners, Ridgefield Capital Asset Management, and Pequot Capital, and holds a B.S. from Temple University . The Board affirms her independence; she is nominated for re‑election at the 2025 AGM .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sarissa Capital Management LP | President; previously COO, CFO, CCO | 2013–present | Leads operations, finance, compliance within healthcare-focused activist adviser |
| Sarissa Capital Acquisition Corp (SRSA) | Chief Financial Officer | Oct 2020–Oct 2022 | SPAC CFO; capital markets and governance experience |
| Arbalet Capital; Arrowhawk Capital; Ridgefield Capital; Pequot Capital | Accounting/Operations roles | Prior to 2013 | Operational and finance execution in investment firms |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Sarissa Capital Management LP | President | Private (RIA) | Constructive shareholder activism in healthcare |
| Sarissa Capital Acquisition Corp | CFO | Public (SPAC, now completed) | CFO role; no current public board directorship disclosed |
No other current public company board seats are disclosed in Amarin’s proxy biography for Ms. Bonfiglio .
Board Governance
- Committee assignments: Audit Committee member; Remuneration Committee member .
- Chair roles: None disclosed for Ms. Bonfiglio; Audit Chair is Mr. Horn; Remuneration Chair is Ms. Sullivan .
- Expertise designation: Identified by the Board as an “audit committee financial expert” under Item 407 of Regulation S‑K .
- Independence: Board determined all directors except the CEO are independent; Ms. Bonfiglio is independent .
- Attendance and engagement:
- Board met 10 times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Audit Committee met 9 times; Remuneration Committee met 8 times in 2024 .
- Independent directors meet at every Board meeting; independent Chairman structure (Dr. Odysseas Kostas) .
- Say‑on‑pay support: 2024 advisory vote approved with ~79.5% of votes cast .
- Compensation Committee interlocks: None; no insider participation in 2024 .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual Board Retainer (non‑employee director) | $62,500 | Program baseline |
| Committee Member Retainers | Audit $12,000; Remuneration $10,000 | Paid in addition to Board retainer |
| Cash Fees Earned (Ms. Bonfiglio) | $57,663 | Reflects elections/timing; directors can elect cash or ordinary shares for retainers quarterly |
| Annual Equity Retainer (Grant Date Fair Value) | $175,000 | 75% options / 25% RSUs; vest annually over 3 years |
| Stock Awards (Ms. Bonfiglio) | $43,750 | RSU portion of 2024 annual equity retainer |
| Option Awards (Ms. Bonfiglio) | $131,250 | Option portion of 2024 annual equity retainer |
| Total 2024 Director Compensation (Ms. Bonfiglio) | $232,663 | Sum of cash fees, stock awards, option awards |
- Directors may elect to receive retainers in cash or unregistered ordinary shares, priced at the greater of Nasdaq ADS close 10 days post‑quarter end or £0.50 par value .
- Change of control: Non‑employee director equity awards vest fully upon a change in control .
- Director stock ownership guidelines: Minimum 3x annual cash retainer within 5 years (by 2028 for 2023 cohort) .
Performance Compensation
Amarin does not tie non‑employee director equity to performance targets; director equity vests time‑based.
| Director Equity Vesting Metrics (2024 Program) | Value/Terms | Notes |
|---|---|---|
| Annual equity mix | 75% options / 25% RSUs | Standardized for directors |
| Options vesting | Annually over 3 years | Annual grant vest schedule |
| RSUs vesting | Annually over 3 years | Annual grant vest schedule |
| Ms. Bonfiglio 2024 RSU grant (fair value) | $43,750 | Annual equity RSU portion |
| Ms. Bonfiglio 2024 option grant (fair value) | $131,250 | Annual equity option portion |
| Vested/Deferred RSUs held (12/31/24) | 87,426 | Vested but deferred delivery |
| Unvested RSUs held (12/31/24) | 113,531 | Outstanding unvested |
| Unexercised vested options (12/31/24) | 262,277 | Outstanding vested |
| Unexercised unvested options (12/31/24) | 369,527 | Outstanding unvested |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Sarissa Capital Management LP | President | Sarissa beneficially owns ~8.08% of Amarin; activist influence potential |
| Board composition | Multiple Sarissa‑affiliated directors (e.g., Kostas; DiPaolo through AGM) | Concentration of influence; Board affirms independence and no related‑party transactions |
Expertise & Qualifications
- Finance, accounting, compliance, operational leadership in investment management; audit committee financial expertise .
- Education: B.S., Temple University .
- Activist governance and capital markets experience through Sarissa and SPAC CFO role .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Ms. Bonfiglio) | 433,838 shares; <1% of outstanding (414,186,296) |
| Within 60 days: options exercisable | 417,075 shares |
| Within 60 days: RSUs vesting | 16,763 shares |
| Shares pledged as collateral | Prohibited without Audit Committee approval; no pledges disclosed for Ms. Bonfiglio |
| Hedging policy | Hedging prohibited without Audit Committee approval |
| Director ownership guideline | 3x annual cash retainer; compliance target by 2028 |
Insider Trades
| Date | Transaction | Shares | Price | Note |
|---|---|---|---|---|
| Not disclosed in proxy | — | — | — | Section 16(a) compliance indicates all required filings timely in 2024 except three late Form 4s for other executives; no late filings noted for Ms. Bonfiglio |
Governance Assessment
- Strengths:
- Independent director with audit committee financial expert status; active roles on Audit and Remuneration Committees .
- Board independence affirmed; robust meeting cadence and independent executive sessions; strong committee activity .
- Shareholder alignment mechanisms: director equity grants; ownership guidelines; anti‑hedging/pledging; change‑of‑control vesting clarity .
- Transparent compensation governance, clawback policy, and improving say‑on‑pay (79.5%) signal responsiveness to investors .
- Potential conflicts and red flags:
- Sarissa influence: Ms. Bonfiglio is President of a significant shareholder (8.08%); multiple Sarissa‑affiliated directors on the Board may raise perceived interlock/concentration risks despite independence determinations and absence of related‑party transactions disclosed for 2024 (monitor voting dynamics and committee decisions) .
- Implications for investor confidence:
- Her finance/compliance expertise and audit committee leadership bolster oversight quality; independence and committee engagement are positives.
- Activist affiliation could be beneficial for value creation but warrants ongoing scrutiny for conflicts, especially in remuneration and strategic decisions; current disclosures show no related‑party transactions and formal independence .