Chad Gassert
ANI PHARMACEUTICALSAbout Chad Gassert
Chad Gassert is Senior Vice President, Corporate Development & Strategy at ANI Pharmaceuticals, Inc., serving since November 2021; he was previously CEO and co‑founder of Novitium Pharma from June 2016 to November 2021 and began his career at Par Pharmaceutical in 2005 . He holds a B.A. in Nutritional Science from the University of Delaware and is 49 years old as of April 10, 2025 . In 2023, ANI delivered net revenues of $486.8 million and adjusted non‑GAAP EBITDA of $133.8 million; Gassert’s functional accomplishments included a comprehensive Rare Disease market scan and pre‑diligence, contributing to his annual incentive payout of 191% of target . Long‑term incentives emphasize pay‑for‑performance via PSUs tied 50% to three‑year adjusted EBITDA YoY growth and 50% to three‑year relative TSR versus the S&P 600 Pharmaceuticals, Biotechnology & Life Sciences Index, with payouts capped at target if TSR is negative over the period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Novitium Pharma | Chief Executive Officer (co‑founder) | Jun 2016–Nov 2021 | Led growth and execution prior to acquisition by ANI . |
| Par Pharmaceutical | Led generic business development efforts | 2005–2016 | Built generics BD capability preceding Novitium’s founding . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No external directorships or committee roles disclosed in 2024–2025 proxies . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 |
|---|---|---|
| Base Salary ($) | $420,000 | $432,600 |
- 2023 “All Other Compensation”: $7,355 (401(k) match and life insurance reimbursement) .
Performance Compensation
Annual Cash Incentive (FY 2023)
| Component | Weighting | Target | Actual Achievement | Payout Metric | Actual Payout |
|---|---|---|---|---|---|
| Corporate performance | 70% | Part of $216,300 target | 200% | Combined with functional result | — |
| Functional performance | 30% | Part of $216,300 target | 170% | Combined with corporate result | — |
| Total annual incentive | — | $216,300 | — | 191% of target | $413,133 |
- Corporate metrics included target revenue, adjusted EBITDA, BU KPIs, BD and efficiency objectives .
2023 Equity Awards (Granted 02/28/2023)
| Instrument | Shares | Grant Date | Grant Date Fair Value ($) | Performance Metrics | Vesting |
|---|---|---|---|---|---|
| Restricted Stock | 17,369 | Feb 28, 2023 | $726,719 | N/A | Vests in 4 equal annual installments on grant anniversaries . |
| Performance Stock Units (target) | 5,789 | Feb 28, 2023 | $319,813 | 50% three‑year adjusted EBITDA YoY growth; 50% three‑year relative TSR vs S&P 600 Pharma/Biotech/Life Sciences; threshold 50%, max 200%, TSR payout capped at target if negative TSR . | Cliff vests after performance period (1/1/2023–12/31/2025) upon certification . |
- 2023 option exercises/stock vested: no exercises or vestings reported for Gassert .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 15, 2024) | 312,643 common shares; 1.5% of outstanding . |
| Executive stock ownership guidelines | CEO: 4x base salary; other executive officers: 1x base salary; compliance required within 5 years from April 2021; five executives had achieved as of 2024 and others on track . |
| Historical plan benefits (granted under Amended 2022 Stock Plan through Mar 31, 2024) | 41,052 shares subject to stock awards for Gassert . |
| Clawback policy | Company maintains clawback policy on executive compensation . |
| Pledging/hedging | No specific pledging or hedging disclosures for Gassert found in 2024–2025 proxy materials . |
Employment Terms
- Employment start date and role: Senior Vice President, Corporate Development & Strategy since November 19, 2021 .
- Base salary progression: $420,000 in 2022; $432,600 in 2023 .
- Non‑CIC severance: If terminated without “good cause” or resigns for “good reason,” 12 months base salary; COBRA premium reimbursement up to 12 months; if termination after June 30, pro‑rated maximum target bonus for year of termination; lump‑sum payment equal to annual maximum bonus on first payroll date after the first anniversary; unvested equity vests as if employed for next 12 months; vested options exercisable up to 18 months post‑termination .
- Change‑in‑control (double‑trigger) severance: If terminated without “good cause” or resigns for “good reason” in connection with or within 24 months following a change in control, 24 months base salary; pro‑rated annual maximum bonus for year of termination; target annual bonus paid on each of the next two anniversaries; COBRA reimbursement during CIC severance period; immediate full acceleration of unvested equity and options remain exercisable through expiration; outplacement up to $10,000; 280G/4999 cutback to maximize after‑tax benefit .
- 2025 Employment Agreement Amendment: Clarifies pro‑rated Incentive Bonus for year of termination based on maximum; payment timing aligned with other executives; and ensures payment of prior‑year annual Incentive Bonus based on actual performance even if termination occurs before payment; adds cooperation with litigation obligations; governed by New York law .
Potential Payments (if termination on Dec 31, 2023; company assumptions)
| Scenario | Base Salary Continuation ($) | Bonus Payments ($) | Benefits Continuation ($) | Outplacement ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|---|---|---|
| Qualifying termination (non‑CIC) | 432,600 | 865,200 | 30,000 | — | 345,834 | 1,673,634 |
| Qualifying termination within CIC period | 865,200 | 1,297,800 | 60,000 | 10,000 | 1,276,932 | 3,509,932 |
Related Party Transactions and Earn‑outs
- Interests: Gassert holds an interest in Scitus Pharma Services, which provides clinical research services to Novitium/ANI; payments to Scitus were $2,074,773 (FY 2022), $3,646,369 (FY 2023), and $2,758,631 (FY 2024) .
- Earn‑outs: His company, Chali Properties LLC, received $1,903,183 (2023) and approximately $1,898,290 (2024) for Novitium earn‑out achievements; amounts also reflected in the 2025 Q3 10‑Q related‑party note .
Performance & Track Record
- 2023 accomplishments: Conducted comprehensive Rare Disease market scan and pre‑diligence on shortlisted assets, contributing to functional performance evaluation .
- Company performance context: 2023 net revenues $486.8 million and adjusted non‑GAAP EBITDA $133.8 million underpinning corporate performance achievement at 200% .
- LTIP design: Introduction and continuation of PSUs balanced between operational (EBITDA growth) and market (relative TSR) performance over multi‑year periods .
Compensation Structure Analysis
- Increased equity usage and PSU adoption: 2023 LTIs included 75% time‑based RS and 25% PSUs; PSUs introduce higher at‑risk pay tied to EBITDA growth and relative TSR with a 50–200% payout range and negative TSR cap at target .
- Cash incentive leverage: Non‑CEO NEOs had 70% corporate and 30% functional weighting; Gassert received 191% of target reflecting above‑plan execution in FY 2023 .
- Severance/CIC design: Double‑trigger CIC with full equity acceleration and two years’ salary plus additional bonus features; non‑CIC includes one‑year salary and substantial bonus features; 280G/4999 cutback applied .
Equity Ownership & Alignment
- Ownership scale: 312,643 shares; 1.5% ownership indicates meaningful alignment for a non‑CEO executive .
- Ownership guidelines: Requirement of 1x base salary within five years (executives); program instituted April 2021; many executives already compliant, others on track .
- Clawback governance: Company maintains an executive compensation clawback policy .
Employment Terms (Restrictive Covenants)
- Original employment agreement upon Novitium acquisition included confidentiality, non‑competition, and non‑solicitation covenants, annual LTI eligibility beginning FY 2022, base salary $420,000 and 50% target annual cash bonus opportunity .
Investment Implications
- Pay‑for‑performance alignment: High FY 2023 incentive payout (191%) and PSU design tied to EBITDA growth and relative TSR suggests compensation is sensitive to operational execution and market performance .
- Vesting/selling pressure: Time‑based RS vests annually through 2027 and PSUs cliff‑vest after the 2023–2025 performance period; potential for concentrated vesting at end of 2025 may create event‑driven liquidity considerations .
- Retention risk and CIC economics: Non‑CIC severance (12 months salary plus bonus features) and CIC double‑trigger with full equity acceleration and two years’ salary reduce separation friction; amendments in 2025 further secure bonus payments, modestly lowering near‑term attrition risk while preserving shareholder protection via 280G cutback .
- Governance watch‑items: Ongoing related‑party transactions with Scitus and earn‑out cash paid to Chali Properties LLC warrant monitoring for pricing, approvals, and independence; ANI’s Audit & Finance Committee oversees related‑party transactions under a formal policy .