Peter L. Fishman
AMARIN CORP PLC\UKAbout Peter L. Fishman
Peter L. Fishman, 41, is Senior Vice President and Chief Financial Officer (principal financial and accounting officer), appointed effective December 13, 2024, after serving as Global Controller and principal financial and accounting officer since October 2024 and as Vice President & Global Controller since October 2022; he joined Amarin in January 2019 and previously held finance roles at Toys R Us and began his career at Ernst & Young serving pharma clients . He holds a BA in accounting (American University), MBA (Rowan University), and is a CPA . In 2024, Amarin’s corporate goals under its Management Incentive Compensation Plan (MICP) were substantially met (Financial goals 98% achieved; overall corporate goals achievement used for NEO bonuses 99.5%), supporting near-target payout outcomes for executives including Fishman; Amarin’s year-end ADS price was $0.49, rendering all outstanding options underwater at year-end, highlighting equity value sensitivity to execution . Fishman was cited as integral to the company’s financing efforts and current cash management strategy, with responsibilities to spearhead financial and business strategy as CFO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amarin | Senior VP, CFO; Principal Financial & Accounting Officer | Dec 2024–present | Leads global finance; charged with financial and business strategy |
| Amarin | VP & Global Controller; Principal Financial & Accounting Officer | Oct 2022–Dec 2024 | Built and led finance; integral to financing and cash management |
| Amarin | Finance roles of increasing responsibility | 2019–2022 | Involved in complex transactions; prior financing efforts |
| Toys R Us | Financial reporting and technical accounting | 2013–2019 | Led financial reporting; technical accounting expertise |
| Ernst & Young | Auditor (pharma clients) | Early career | Foundation in accounting/audit for pharmaceutical clients |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external directorships or committee roles disclosed for Fishman |
Fixed Compensation
| Component | Amount | Period/Date | Notes |
|---|---|---|---|
| Base Salary | $400,000 | Effective Dec 13, 2024 | Initial CFO base per appointment 8-K |
| Target Bonus % (CFO role) | 40% of base | Effective Dec 13, 2024 | Based on achievement of individual and Company objectives; discretionary payout by Board |
| Base Salary (2024 SCT) | $310,170 | FY 2024 | Reflects partial-year and pre-CFO role |
| One-time Bonus | $33,750 | FY 2024 | As disclosed in SCT footnote |
| Annual Cash Bonus Paid | $122,041 | FY 2024 | 99.6% of target; target based on $350k salary and 35% target pre-CFO |
Performance Compensation
Cash Incentive (MICP) Structure and Outcomes
| Metric | Weighting | Target Definition | Actual Achievement | Payout Impact |
|---|---|---|---|---|
| Corporate Goals (for NEOs other than CEO) | 75% | Pre-defined 2024 corporate goals approved by Board | 99.5% achieved | Drives 75% of MICP payout |
| Individual Goals | 25% | Role-specific goals set by Remuneration Committee | 100% achieved | Drives 25% of MICP payout |
| Fishman Payout vs Target | — | Target bonus 35% of $350,000 | 99.6% of target payable | $122,041 paid |
Corporate Goal Detail (Company-level 2024)
| Category | Weight within MICP | Sub-metric | Sub-weight | Achievement | Weighted Score |
|---|---|---|---|---|---|
| Financial | 60% | Revenue, OpEx, Cash, Inventory in line with 2024 plan | — | 98% | 59% |
| Commercial | 20% | European market access | 50% of Commercial | 75% | 7.5% |
| Commercial | 20% | Defend share of lives in exclusive payor segments | 20% of Commercial | 100% | 4% |
| Commercial | 20% | Obtain regulatory approval in new markets | 10% of Commercial | 100% | 2% |
| Commercial | 20% | Advance regulatory filings in additional markets | 10% of Commercial | 100% | 2% |
| Commercial | 20% | Secure product availability for EU/international | 10% of Commercial | 100% | 2% |
| Pipeline & Medical | 10% | Advance knowledge/conviction in VAZKEPA | 70% of P&M | 133% | 9% |
| Pipeline & Medical | 10% | Complete strategic option evaluations | 30% of P&M | 100% | 3% |
| People & Culture | 10% | Strengthen ERM & cybersecurity | 40% of P&C | 100% | 4% |
| People & Culture | 10% | Improve employee engagement by pre-defined level | 30% of P&C | 133% | 4% |
Equity Incentives (2024 Grants)
| Grant Date | Instrument | Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Feb 1, 2024 | RSUs (time-based) | 110,000 | $133,100 | 3 equal annual installments on Feb 2, 2025/2026/2027 |
| — | Stock Options | — | — | No options granted to Fishman in 2024 |
Plan-Based Award Opportunity (2024)
| Grant Date | Non-Equity Incentive Target ($) | Non-Equity Incentive Max ($) |
|---|---|---|
| — | 123,000 | 175,000 |
2024 Realized Equity
| Instrument | Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|---|
| RSUs | 31,016 | 33,643 |
Equity Ownership & Alignment
| Measure | Amount / Status | As-of Date | Notes |
|---|---|---|---|
| Beneficial Ownership (Total) | 155,384 shares | Feb 28, 2025 | Less than 1% of class; out of 414,186,296 shares outstanding |
| Directly Owned Shares | 73,384 | Feb 28, 2025 | — |
| Options Exercisable/within 60 days | 76,900 | Feb 28, 2025 | All options were underwater at 12/31/2024 given $0.49 ADS price |
| RSUs Vesting within 60 days | 5,100 | Feb 28, 2025 | — |
| Ownership Guidelines (Executives) | 1x annual base salary | Ongoing | 5-year compliance window; all NEOs satisfied or within grace period |
| Hedging/Pledging | Prohibited without Audit Committee approval | Ongoing | Anti-hedging/anti-pledging policy; generally prohibited for execs and directors |
| Clawback | Dodd-Frank compliant 3-year recovery | Adopted Oct 2023 | Recovers incentive comp after a restatement |
Employment Terms
| Provision | Outside Change-in-Control (CiC) | Within 24 months post-CiC |
|---|---|---|
| Plan Coverage | Executive Severance & CiC Plan (no individual employment agreement for Fishman) | Executive Severance & CiC Plan |
| Cash Severance | 12 months base salary | Lump sum 1.5x base salary + target bonus |
| Bonus Payment | Example amounts used in proxy model: $160,000 | Example amounts used in proxy model: $240,000 |
| Equity Acceleration | 6 months acceleration for time-based awards | Full acceleration of all equity (time- and performance-based) |
| Health Benefits | Up to 12 months continuation | Up to 18 months continuation |
| Modeled Potential Payment (12/31/2024) | $572,135 total (incl. $400,000 base; $160,000 bonus; $12,135 RSU acceleration) | $918,101 total (incl. $600,000 base; $240,000 bonus; $78,101 RSU acceleration) |
| Non-compete/Non-solicit | Company employment agreements include prohibitions; Fishman does not have an individual employment agreement—severance terms governed by plan | |
| Tax Gross-ups | None on perqs or severance/CiC benefits | None on perqs or severance/CiC benefits |
| Deferred Compensation/Pension | None; no nonqualified deferred comp or pension plans | — |
Compensation Structure Analysis
- Shift toward performance alignment: 2024 long-term equity mix increased weighting to options (75%) and reduced time-based RSUs (25%) across most NEOs to heighten stock-price linkage; Fishman’s February 2024 award was RSU-only given his pre-CFO role, moving to CFO-level opportunity thereafter .
- Variable pay emphasis and governance: Company emphasizes variable compensation tied to financial results/stock performance, with independent Remuneration Committee and no tax gross-ups; clawback policy adopted in 2023 strengthens pay-for-performance discipline .
- Shareholder feedback integration: Say-on-pay support ~80% in 2024; program simplified with outcomes-based MICP linked to strategic priorities and peer group refinement to target market median pay .
Performance & Track Record
- Execution context: Corporate 2024 Financial goals 98% achieved; Commercial, Pipeline, and People & Culture goals largely met/exceeded, supporting near-target MICP payouts for NEOs including Fishman .
- Equity value sensitivity: All NEO options were underwater at 12/31/2024 at $0.49 ADS, underscoring sensitivity of long-term incentives to sustained value creation .
- Role impact: Fishman credited as integral to prior financing, current cash management strategy, and complex transactions; expected to spearhead financial and business strategy as CFO .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval ~80% at 2024 AGM; expanded investor outreach and independent consultant engagement; program adjusted for simplicity, transparency, outcomes-based design and stronger long-term alignment .
Equity Ownership & Alignment Details
- Stock ownership guidelines: 1x salary for executives; five-year compliance window; NEOs are compliant or within grace period .
- Anti-hedging/pledging: Hedging and pledging generally prohibited; exceptions require Audit Committee approval .
- Insider activity: 2024 RSU vesting of 31,016 shares valued at $33,643; no Form 4 sales disclosed in proxy; no related-party transactions involving Fishman disclosed .
Employment Contracts, Severance, and Change-of-Control Economics
- Fishman is covered by the company-wide Executive Severance & CiC Plan rather than an individual employment agreement; double-trigger structure for CiC with full equity acceleration in qualifying terminations .
- Modeled severance economics: $572,135 outside CiC and $918,101 within CiC (as of 12/31/2024 assumptions), reflecting base, target bonus, RSU acceleration and health benefits .
Investment Implications
- Alignment improves with CFO-level cash bonus target raised to 40% and continued emphasis on variable pay; RSU-only grant in Feb 2024 reflects pre-CFO status but future awards are expected to align with higher option weighting, increasing sensitivity to share price performance .
- Retention risk appears moderated by severance protections (12 months salary outside CiC; 1.5x salary+bonus under CiC) and equity acceleration under CiC; anti-hedging/pledging, clawback, and ownership guidelines support governance discipline and alignment .
- Near-target bonus payout under high corporate goal achievement suggests execution momentum, while the underwater status of options at year-end highlights the market’s demand for durable operating progress; monitoring equity grant mix post-CFO appointment and insider trading activity will be key for signaling confidence and potential selling pressure around vest dates .