Sigurd Kirk
About Sigurd Kirk
Independent director since April 2024; age 58. Former Executive Vice President, Corporate Business Development at Allergan plc (2012–2020), with prior senior finance roles at Barr Pharmaceuticals and early career at Deloitte (CPA). Holds a B.B.A. from Pace University. The Board has affirmed his independence (including heightened independence for audit and compensation committees) after considering a short-term consulting agreement that ended prior to his appointment and was compensated solely via an option grant of less than $120,000 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allergan plc (formerly Actavis) | EVP, Corporate Business Development; member of Executive Leadership Team | May 2012 – May 2020 | Led diligence, negotiations, and transactions across BD/M&A/licensing |
| Allergan plc | Various positions (pre-EVP) | 2009 – 2012 | Senior corporate roles preceding EVP BD |
| Barr Pharmaceuticals, Inc. | SVP, Global Controller & Chief Accounting Officer | 2007 – 2009 | Corporate finance and accounting leadership |
| Deloitte & Touche | Audit Manager (CPA) | Early career (dates not specified) | Audit, financial reporting foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aravive, Inc. (public) | Director; Audit Committee member | May 2021 – Jan 2024 | Audit oversight at development-stage oncology company |
| Vinci Pharmaceuticals, Inc. (private) | Consultant and Director | Since Sept 2023 | Advisory/directorship at privately held pharma company |
Board Governance
- Committees and roles (current): Compensation Committee Chair; Audit Committee Member; designated by the Board as an audit committee financial expert (with Emany and McKee) .
- Independence: Determined “independent” under Nasdaq rules; Board considered and cleared a brief pre-appointment consulting agreement (<$120k; stock option only; expired before appointment) for heightened committee independence .
- Attendance and engagement: In 2024, the Board met 9 times; Audit 5; Compensation 5; Nominating & Governance 6. Each director serving in 2024 (except one who resigned) attended ≥75% of Board and respective committee meetings; all then-current directors attended the 2024 Annual Meeting .
- Board structure: Independent Chair (Heather Mason); CEO and Chair roles separated per governance guidelines .
Fixed Compensation
| Component | Policy Amount (2024) | Mr. Kirk – 2024 Actual |
|---|---|---|
| Annual Board cash retainer | $55,000 | $57,700 fees earned in cash (pro-rated based on service start) |
| Compensation Committee Chair retainer | $20,000 | Included within cash fees above |
| Audit Committee Member retainer | $12,500 | Included within cash fees above |
Notes:
- Non-employee director program also includes $50,000 additional retainer for the Board Chair (not applicable to Mr. Kirk) .
Performance Compensation
| Equity Component | 2024 Grant Value | Vesting | Notes |
|---|---|---|---|
| RSUs (annual grant) | $54,288 | Generally vests by next annual meeting or one year; director awards follow policy; minimum one-year vesting with limited exceptions | |
| Stock Options (annual grant) | $72,745 | Minimum one-year vesting; exercise price ≥ fair market value; no repricing without shareholder approval | |
| Performance metrics used for director equity | None disclosed (time-based vesting) | — | Plan prohibits dividends on unvested awards; clawback policy applies under Company policies |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| Aravive, Inc. | Public | Director; Audit Committee (ended Jan 2024) | No Assertio-related related-party transactions disclosed |
| Vinci Pharmaceuticals, Inc. | Private | Consultant & Director | No Assertio-related related-party transactions disclosed |
Expertise & Qualifications
- Board-designated competencies: Business Development; Acquisitions; Divestitures; Licensing Markets; Financial Planning & Analysis; Board and committee experience .
- Financial expertise: Identified as Audit Committee financial expert by the Board .
- Education: B.B.A., Pace University; CPA credential from early career at Deloitte .
Equity Ownership
| Measure | Amount | As-of |
|---|---|---|
| Beneficial ownership – Common shares | 0 shares (less than 1% of outstanding) | Mar 13, 2025 |
| Beneficial ownership – Options exercisable within 60 days | 118,702 options | Mar 13, 2025 |
| Outstanding equity awards – Options (total) | 199,927 options | Dec 31, 2024 |
| Outstanding equity awards – RSUs (unvested) | 53,750 RSUs | Dec 31, 2024 |
| Pledged shares | None, unless otherwise noted; policy prohibits pledging | Policy/current |
| Director stock ownership guideline | 3x annual Board cash retainer; five-year compliance window | Policy |
| Compliance status (directors overall) | All non-employee directors were in compliance with achieving guidelines within timeframe as of 12/31/24 | Dec 31, 2024 |
Governance Assessment
- Strengths
- Independence and committee leadership: Independent director; serves as Compensation Committee Chair and Audit Committee member with financial expert designation—supports robust pay oversight and financial reporting rigor .
- Attendance and engagement: Met attendance expectations in 2024; Board and committees active (9/5/5 meetings) .
- Ownership alignment and safeguards: Director stock ownership guidelines (3x retainer, 5 years), anti-hedging/anti-pledging policy, and clawback provisions for plan awards enhance alignment and risk control .
- Relevant domain expertise: Deep BD/M&A and licensing track record at Allergan; finance/accounting background (Barr, Deloitte/CPA) useful for capital allocation and transaction oversight .
- Potential risk indicators / watch items
- Pre-appointment consulting tie: Short-term consulting arrangement (option-only compensation < $120k) immediately before joining the Board—Board evaluated and affirmed independence, but investors may monitor for any future engagements with entities where he has interests .
- Tenure/ownership mix: Newer director (since April 2024) with option-heavy exposure; beneficial ownership primarily via options rather than common—alignment builds over time as RSUs vest and guidelines phase in .
- Litigation note: Company references stockholder derivative lawsuits involving certain directors (see 2024 10-K, Note 8); the proxy does not name Mr. Kirk—monitor disclosures for specifics before inferring director-level exposure .
Compensation Committee process: Uses independent consultant (Pearl Meyer); committee determined no conflicts—positive for pay governance rigor .
Appendix: Director Compensation Program Snapshot (Context)
| Element | Policy Detail |
|---|---|
| Annual Board retainer | $55,000 cash |
| Committee chair retainers | Audit $25,000; Compensation $20,000; Nominating & Governance $15,000 |
| Committee member retainers | Audit $12,500; Compensation $10,000; Nominating & Governance $6,000 |
| Annual equity (2024) | RSUs valued at $107,500 and options valued at $107,500 per director; RSU share count uses $2.00 floor; options use peer-average Black‑Scholes factor; time-based vesting |
| Key plan safeguards | No discounted options; no repricing without shareholder approval; minimum 1‑year vesting; no dividends on unvested awards; clawback applies |
All citations: .