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Christopher Mutz

Senior Vice President, Head of Rare Disease at ANI PHARMACEUTICALSANI PHARMACEUTICALS
Executive

About Christopher Mutz

Christopher K. Mutz is Senior Vice President, Head of Rare Disease at ANI Pharmaceuticals (ANIP), a role he has held since February 2021. He has 25+ years in pharma, including leadership roles at Alexion and Merck, and holds a B.A. in Biology from the University of Virginia and an M.B.A. from Cornell University . As of April 10, 2025, he is 54 years old . Under his remit, Rare Disease revenues rose to $229.6 million in 2024 from $112.1 million in 2023, while ANIP achieved 2024 net revenues of $614.4 million and Adjusted non-GAAP EBITDA of $156.0 million, leading to 200% corporate bonus achievement for the year .

Past Roles

OrganizationRoleYearsStrategic Impact
Alexion PharmaceuticalsVarious leadership roles incl. leading U.S. commercial ops/strategy2011–2019Led strategy for launch of SOLIRIS in two rare diseases; achieved two breakthroughs in ultra-rare enzyme replacement therapies
Merck & Co.Various marketing positions; led oncology team (China); Sr. Director U.S. Marketing of TEMODAR2001–2011Oncology leadership in China; Merck Division Award for outstanding contribution; led U.S. marketing for TEMODAR
Consulting (multiple early-stage rare disease/oncology companies)Commercial strategy consulting (pre-launch, lifecycle)2019–2021Commercial diligence and lifecycle strategy across rare disease and oncology

External Roles

No public company directorships or external board roles disclosed for Mutz in the proxy .

Fixed Compensation

Metric202220232024
Base Salary ($)$412,000 $428,480 $455,000
Target Bonus (% of Salary)50% 50% 50%
Actual Cash Incentive Payout ($)$144,200 $428,480 $455,000
Other Compensation ($)$12,200 401(k) match; — life insurance reimbursement $13,200 401(k) match; $2,189 life insurance reimbursement $13,800 401(k) match; $3,000 life insurance reimbursement

Performance Compensation

  • Annual Incentive Plan Design (2024)
    • Weighting: Corporate 70% / Functional 30% for other NEOs (incl. Mutz) .
    • Corporate financial targets: Revenues $501–$530 million (25%); Adjusted non-GAAP EBITDA $119–$134 million (25%); strategic/business objectives (remaining 50%) .
    • Results: Revenues $614.4 million; Adjusted non-GAAP EBITDA $156.0 million; corporate objectives achieved at 200% of target; Mutz’s payout 200% of target ($455,000) .
MetricWeightingTargetActualPayoutVesting/Payment
Corporate Revenues25%$501–$530M $614.4M 200% Cash, annual
Corporate Adjusted non-GAAP EBITDA25%$119–$134M $156.0M 200% Cash, annual
Functional/Strategic (Rare Disease)30%Business unit/strategic goals “Drove Rare Disease overperformance at $229.6M in sales; compliance strengthening” 200% Cash, annual
  • Long-Term Incentives (LTI)
YearGrant DateInstrumentShares at GrantTarget/Grant Date Value ($)Performance/Terms
202402/14/2024Restricted Stock (RSA)18,790 $1,054,119 (grant-date fair value) Vests 25% annually over 4 years
202402/14/2024Performance Stock Units (PSU)6,263 target $443,890 (grant-date fair value) 3-year cliff (2024–2026); 50% Adj. EBITDA Growth, 50% relative TSR; 50–200% payout; capped at target if TSR negative
202302/28/2023Restricted Stock (RSA)17,369 $726,719 (grant-date fair value) Vests 25% annually over 4 years
202302/28/2023Performance Stock Units (PSU)5,789 target $319,813 (grant-date fair value) 3-year cliff (2023–2025); 50% Adj. EBITDA Growth, 50% relative TSR; 50–200% payout; cap at target if TSR negative
202102/15/2021Stock Options33,758 total; 25,318 exercisable, 8,440 unexercisable as of 12/31/24 Strike $31.49; 10-year term; vests 25% annually over 4 years

Equity Ownership & Alignment

  • Beneficial Ownership (as of March 14, 2025)

    • Shares beneficially owned: 124,754; <1% of outstanding (21,600,973 common shares outstanding) .
    • Stock ownership guidelines: Executive officers must hold stock equal to 1x salary; all executive officers have achieved the guideline .
    • Anti-pledging: Directors/officers are prohibited from margining or pledging Company securities . Insider Trading Policy prohibits derivative/hedging transactions and short sales; filed as an exhibit to the 2024 Form 10-K .
  • Outstanding Equity and Vesting Schedule (as of 12/31/2024)

Grant DateInstrumentExercisable (#)Unexercisable/Unvested (#)Strike ($)ExpiryMarket Value/Notes
02/15/2021Stock Options25,318 8,440 31.49 02/14/2031 Vests over 4 years; in-the-money vs $55.28 reference price used in proxy valuations
02/15/2021Restricted Stock4,034 $223,000 market value (at $55.28)
03/24/2022Restricted Stock9,714 $536,990 market value
04/27/2022Restricted Stock3,238 $178,997 market value
02/28/2023Restricted Stock13,027 $720,133 market value
02/28/2023PSUs (target)5,789 $640,032 market value (assumes 200% of target at $55.28 per proxy method)
02/14/2024Restricted Stock18,790 $1,038,711 market value
02/14/2024PSUs (target)6,263 $692,437 market value (assumes 200% of target at $55.28)

Notes:

  • RSA awards vest 25% annually on each anniversary of grant .
  • PSU awards cliff-vest after 3 years based on Adj. EBITDA Growth and relative TSR performance; 50–200% payout; cap at target if TSR negative .
  • Option awards vest 25% annually; strike $31.49; expire in 2031 .

Employment Terms

  • Employment agreement: Dated February 10, 2021 (Exhibit reference), employment at-will .
  • Severance (non-CIC “Qualifying Termination”): 12 months base salary; up to 12 months COBRA reimbursement; if termination after June 30, pro-rated max target bonus for that fiscal year; a lump sum equal to annual maximum bonus at first anniversary; 12 months additional time-based equity vesting; options exercisable up to 18 months post-termination .
  • Change-in-Control (double-trigger, within 24 months): 24 months base salary; pro-rated annual maximum bonus for year of termination; two annual payments equal to target bonus on next two anniversaries; COBRA during CIC severance period; full acceleration of time-vested equity; PSUs vest based on performance achieved as of CIC; outplacement up to $10,000; 280G/4999 cutback to maximize after-tax benefit (no tax gross-up) .
  • Potential Payments (as of 12/31/2024; illustrative, using $55.28 per share)
ScenarioBase Salary Continuation ($)Bonus Payments ($)Benefits ($)Outplacement ($)Equity Awards ($)Total ($)
Qualifying Termination (non-CIC)455,000 910,000 30,000 1,610,195 3,005,195
Qualifying Termination within CIC Period910,000 1,365,000 60,000 10,000 3,564,840 5,909,840

Additional governance:

  • Clawback: Dodd-Frank compliant clawback policy adopted Dec 2, 2023; applies to incentive compensation for 3 fiscal years preceding a restatement .
  • Insider trading policy: prohibits derivatives/hedging and short sales; anti-pledging prohibits pledging/margining by directors/executives .

Investment Implications

  • Alignment and upside: Large unvested equity across multi-year RSAs and PSUs, in-the-money options (strike $31.49 vs $55.28 reference) and PSU structures tied to Adjusted EBITDA growth and relative TSR create leverage to sustained execution; ownership guidelines met, with anti-pledging and hedging prohibitions supporting alignment .
  • Retention: Double-trigger CIC terms (24 months salary plus bonus streams and full time-based equity acceleration; performance awards vest based on actuals) plus substantial unvested equity reduce near-term attrition risk but increase potential CIC costs; no excise tax gross-up for Mutz (cutback applies) is shareholder-friendly versus some peers .
  • Pay-for-performance: Two consecutive years of 200% annual bonus payout for Mutz reflect outperformance on corporate and functional metrics; introduction and continuation of PSUs since 2023 improved the risk profile versus prior time-based equity-only approach .
  • Execution track record: Rare Disease revenue nearly doubled to $229.6 million in 2024, with documented functional achievements under Mutz’s leadership, underpinning elevated variable pay outcomes and supporting continued investment focus on Rare Disease commercialization .
  • Governance and shareholder sentiment: Strong 2024 “Say on Pay” approval (95.5%) and presence of a clawback policy mitigate governance risk; continued monitoring warranted on aggregate dilution (burn rate/overhang) though levels are within historical ranges disclosed .