UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Karen Ling
On August 12, 2022, the Board of Directors (the “Board”) of Mallinckrodt plc (the “Company” or “Mallinckrodt”) appointed Karen L. Ling as a director of Mallinckrodt, to serve until the end of the Company’s 2022 Annual General Meeting or, if earlier, her resignation, removal or death.
Ms. Ling most recently served as Executive Vice President and Chief Human Resources Officer for American International Group, Inc., a position she retired from in May 2021 and had held since July 2019. From March 2015 until July 2019, she served as Executive Vice President and Chief Human Resources Officer at Allergan plc. From July 2014 until March 2015, Ms. Ling served as Senior Vice President, Human Resources and Chief Human Resources Officer at Actavis plc, prior to its acquisition of Allergan and name change to Allergan. From January 2014 until July 2014, Ms. Ling was Senior Vice President and Chief Human Resources Officer at Forest Laboratories, prior to its acquisition by Actavis. Prior to this, from 2011 until January 2014, Ms. Ling was Senior Vice President, Human Resources of the Global Human Health and Consumer Care businesses worldwide for Merck & Co., Inc. She also served as Vice President, Global Compensation and Benefits, at Merck from November 2009 until 2011. From May 2008 until November 2009, she served as Group Vice President, Global Compensation & Benefits at Schering-Plough, prior to its acquisition by Merck. Prior to joining Schering-Plough, Ms. Ling held various positions at Wyeth, LLC.
In addition to the Mallinckrodt Board, Ms. Ling serves as a director on the board of iRhythm Technologies, Inc. and TherapeuticsMD, Inc., positions she has held since 2021 and 2020, respectively. Ms. Ling holds a BA in Economics from Yale University and a JD from Boston University School of Law. Ms. Ling’s qualifications to serve on the Board include her extensive experience in human resources and past leadership roles at publicly traded pharmaceutical companies.
There are no transactions between Ms. Ling, on the one hand, and Mallinckrodt, on the other hand, that would be reportable under Item 404(a) of Regulation S-K, and no arrangements or understandings between Ms. Ling and any other persons pursuant to which she was selected to the Board.
Ms. Ling will receive compensation as a non-employee director of the Board as follows:
Cash Retainers
| · | Board Members. Each non-employee director receives an annual cash retainer of $75,000, paid in quarterly installments at the beginning of each quarter. |
| · | Committee Chairs. The Chair of the Audit Committee receives a supplemental annual cash retainer of $25,000. The Chair of the Human Resources and Compensation Committee and the Governance and Compliance Committee will each receive a supplemental annual cash retainer of $17,500. |
| · | Committee Members. Each member of the Audit Committee (excluding the chair) receives a supplemental annual cash retainer of $15,000. Each member of the Human Resources and Compensation Committee and the Governance and Compliance Committee (excluding the chairs) receives a supplemental annual cash retainer of $10,500. |
| · | In addition, each non-employee director receives $1,500 for each meeting attended that is in excess of 10 meetings (including meetings of the Board and each committee of the Board). |
Equity Awards
| · | Restricted Stock Units (“RSUs”). Within 15 days after her appointment to the Board, Ms. Ling will receive a grant of 26,276 RSUs, which grant of RSUs will vest ratably on each of the first two anniversaries of Mallinckrodt’s emergence from Chapter 11 proceedings on June 16, 2022. Ms. Ling will also receive a grant of 26,277 RSUs as soon as reasonably practicable following January 1, 2023, subject to her continued service through such date and any applicable limit on director grants under the Mallinckrodt Pharmaceuticals 2022 Stock and Incentive Plan, which RSUs are expected to vest ratably on each of the first two anniversaries of Mallinckrodt's emergence from Chapter 11 proceedings. |
| Item 7.01. | Regulation FD Disclosure. |
On August 17, 2022, Mallinckrodt issued a press release announcing the appointment of Ms. Ling to its board of directors. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information contained in this Item 7.01, including Exhibit 99.1, shall be deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release, dated August 17, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MALLINCKRODT PLC | ||
| Dated: August 17, 2022 | By: | /s/ Mark Tyndall |
| Mark Tyndall | ||
| Executive Vice President, Chief Legal Officer & Corporate Secretary | ||