Indivior Pharmaceuticals, Inc. (INDV): CEO Jack A. Khattar appointed

Events in this filing

Item 5.02 as filed

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Officers
Consistent with the terms
of the Merger Agreement, effective as of the Effective Time, Joseph Ciaffoni ceased to serve as Chief Executive Officer of Indivior, Ryan
Preblick ceased to serve as Chief Financial Officer of Indivior, Patrick Barry ceased to serve as Chief Commercial Officer of Indivior
and Jeffrey Burris ceased to serve as Chief Legal Officer of Indivior.
Separation Agreement with Joseph Ciaffoni
Indivior entered into a separation
agreement and release of claims with Joseph Ciaffoni on November 2, 2026 (the “ Ciaffoni Separation Agreement ”) pursuant
to which, subject to the consummation of the Closing, and Mr. Ciaffoni’s execution and non-revocation of a release of claims within
seven days following the date his employment was terminated, the Combined Company will provide Mr. Ciaffoni: (a) base salary continuation
in the gross amount of $1,672,500, less applicable withholding and deductions, payable over 18 months following the termination date in
equal semi-monthly installments starting on the Combined Company’s first pay date after the later of the termination date and the
date the release of claims becomes effective and irrevocable; (b) a payment in the gross amount of $1,672,500, less applicable withholding
and deductions, payable on the same payment terms and conditions as (a); and (c) subject to Mr. Ciaffoni’s timely election of continuation
coverage, the Combined Company will pay the full cost of health benefits contributions for the 18-month period following the termination
date. In addition, upon the date that Mr. Ciaffoni’s employment terminates, all of Mr. Ciaffoni’s RSU awards will accelerate
and vest in full (including any RSU awards received with respect to previous PSU awards).
The foregoing summary of the
Ciaffoni Separation Agreement is qualified in its entirety by reference to the full text and terms of the Ciaffoni Separation Agreement,
which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.
Separation Agreement with Ryan Preblick
Indivior entered into a separation
agreement and release of claims with Ryan Preblick on November 2, 2026 (the “ Preblick Separation Agreement ”) pursuant
to which, subject to the consummation of the Closing, and Mr. Preblick’s execution and non-revocation of a release of claims within
seven days following the date his employment terminated, the Combined Company will provide Mr. Preblick: (a) base salary continuation
in the gross amount of $754,406, less applicable withholding and deductions, payable over 15 months following the termination date in
equal semi-monthly installments starting on the Combined Company’s first pay date after the later of the termination date and the
date the release of claims becomes effective and irrevocable; (b) a payment in the gross amount of $452,644, less applicable withholding
and deductions, payable on the same payment terms and conditions as (a); (c) subject to Mr. Preblick’s timely election of continuation
coverage, the Combined Company will pay the company health benefits contribution in the same amount that would apply if Mr. Preblick remained
employed with the Combined Company for the 15-month period following the termination date; and (d) all outstanding PSUs will be deemed
earned based on actual achievement of the applicable performance conditions (calculated as of a recent practicable date prior to the closing
of the merger) and be converted into Converted Awards.
Subject to the terms and conditions
of the Preblick Separation Agreement, the following number of RSUs and Converted Awards will accelerate and vest as of the date the Preblick
Separation Agreement becomes effective and irrevocable (the “ Accelerated Vesting Date ” and such acceleration, the “ Separation
Acceleration ”):
(i) one-third
of the Mr. Preblick’s RSUs granted in 2025 shall accelerate and vest on the Accelerated Vesting Date, and for purposes of the following
acceleration provisions shall be treated as if such RSUs vested 1/3 on each anniversary date of such award;
(ii) an
additional pro-rated portion of each RSU award will accelerate and vest as of the Accelerated Vesting Date, equal to the greater of (A)
a percentage (not to exceed 100%) calculated by dividing (x) the number of days the executive was employed with the company during the
period commencing on the applicable RSU grant date and ending on the termination date by (y) the total number of days during the period
commencing on the applicable RSU grant date and ending on the scheduled RSU vesting date (less the number of RSUs that previously vested
pursuant to the terms of the award) or (B) the number of RSUs that would have vested (taking into account the annual vesting of such RSUs)
during the 18 months following the termination date;
(iii) Converted
Awards received with respect to any PSUs granted in 2024 or 2025 will fully accelerate as of the Accelerated Vesting Date;
(iv) For
Converted Awards received with respect to PSUs granted in 2026, an additional pro-rated portion of each PSU award will accelerate and
vest as of the Accelerated Vesting Date, equal to the greater of (A) a percentage (not to exceed 100%) calculated by dividing (x) the
number of days the executive was employed with the company during the period commencing on the applicable PSU grant date and ending on
the termination date by (y) the total number of days during the period commencing on the applicable PSU grant date and ending on the scheduled
PSU (or after, the merger, Converted Award) vesting date (less the number of Converted Awards that previously vested pursuant to the terms
of the award) or (B) the number of Converted Awards that would have vested during the 18 months following the termination date.
The foregoing summary of the
Preblick Separation Agreement is qualified in its entirety by reference to the full text and terms of the Preblick Separation Agreement,
which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated by reference herein.
Separation Agreement with Patrick Barry
Indivior entered into a separation
agreement and release of claims with Patrick Barry on November 2, 2026 (the “ Barry Separation Agreement ”), pursuant
to which, subject to the consummation of the Closing, and Mr. Barry’s execution and non-revocation of a release of claims within
seven days following the termination of his employment, the Combined Company will provide Mr. Barry: (a) base salary continuation in the
gross amount of $875,000, less applicable withholding and deductions, payable over 15 months following the termination date in equal semi-monthly
installments starting on the Combined Company’s first pay date after the later of the termination date and the date the release
of claims becomes effective and irrevocable; (b) a payment in the gross amount of $525,000, less applicable withholding and deductions,
payable on the same payment terms and conditions as (a); (c) subject to Mr. Barry’s timely election of continuation coverage, the
Combined Company will pay the company health benefits contribution in the same amount that would apply if Mr. Barry remained employed
with the Combined Company for the 15-month period following the termination date; and (d) upon the closing of the Merger, all outstanding
PSUs will be deemed earned based on actual achievement of the applicable performance conditions (calculated as of a recent practicable
date prior to the closing of the merger) and be converted into Converted Awards.
Subject to the terms and conditions
of the Barry Separation Agreement, Mr. Barry’s outstanding RSUs and Converted Awards will be subject to the Separation Acceleration.
The foregoing summary of the
Barry Separation Agreement is qualified in its entirety by reference to the full text and terms of the Barry Separation Agreement, which
is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated by reference herein.
Separation Agreement with Jeffrey Burris
Indivior entered into a separation
agreement and release of claims with Jeffrey Burris on November 2, 2026 (the “ Burris Separation Agreement ”), pursuant
to which, subject to the consummation of the Closing, and Mr. Burris’s execution and non-revocation of a release of claims within
seven days following the termination of his employment, the Combined Company will provide Mr. Burris: (a) base salary continuation in
the gross amount of $739,701, less applicable withholding and deductions, payable over 15 months following the termination date in equal
semi-monthly installments starting on the Combined Company’s first pay date after the later of the termination date and the date
the release of claims becomes effective and irrevocable; (b) a payment in the gross amount of $369,850, less applicable withholding and
deductions, payable on the same payment terms and conditions as (a); (c) subject to Mr. Burris’s timely election of continuation
coverage, the Combined Company will pay the company health benefits contribution in the same amount that would apply if Mr. Burris remained
employed with the Combined Company for the 15-month period following the termination date; and (d) upon the closing of the Merger, all
outstanding PSUs will be deemed earned based on actual achievement of the applicable performance conditions (calculated as of a recent
practicable date prior to the closing of the merger) and be converted into Converted Awards.
Subject to the terms and
conditions of the Burris Separation Agreement, Mr. Burris’s outstanding RSUs and Converted Awards will be subject to the Separation
Acceleration.
The foregoing summary of the
Burris Separation Agreement is qualified in its entirety by reference to the full text and terms of the Burris Separation Agreement, which
is filed as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated by reference herein.
Appointment of Officers
Consistent with the terms
of the Merger Agreement, the board of directors of Indivior (the “ Board ”) approved the appointment, effective as of
the Effective Time, of certain members of Supernus’s pre-Merger management team as officers of the Combined Company, including Jack
A. Khattar as Chief Executive Officer and Timothy C. Dec as Senior Vice President, Chief Financial Officer.
In connection with the signing
of the Merger Agreement, Supernus and Mr. Khattar entered into a Second Amended and Restated Employment Agreement, dated August 1, 2026
(the “ Khattar Employment Agreement ”), which became effective at the Effective Time. The Khattar Employment Agreement
provides for, among other things, an annual base salary of $1,115,000, an annual cash bonus targeted at 100% of base salary (maximum 200%),
a review of long-term equity eligibility as part of the 2027 compensation review, service as a director without additional compensation,
and, upon a termination without cause or resignation for good reason, severance consisting of base salary continuation for 18 months (24
months in connection with a change in control), a lump sum equal to his most recent annual bonus, up to 12 months of COBRA premiums and
full vesting of outstanding equity awards, subject to a release and continued compliance with restrictive covenants. The foregoing description
is qualified in its entirety by the Khattar Employment Agreement, which is filed as Exhibit 10.6 hereto.
In addition, effective as
of the Effective Time, the following individuals were appointed as executive officers of the Combined Company: Frank Mottola, Senior Vice
President, Chief Technical Operations Officer; Padmanabh Bhatt, Senior Vice President of Intellectual Property and Chief Scientific Officer;
Bryan Roecklein, Senior Vice President, Chief Business Officer; Todd Horich, Senior Vice President, Chief Commercial Officer; and 
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