PDL BioPharma filed the terms of its employment agreement Tuesday with interim chief executive, L. Patrick Gage, who took over Oct. 1 after PDL’s previous CEO, Mark McDade quit following a long and bitter dispute with the company’s biggest shareholder, Third Point, a New York City hedge fund.
Gage, who had previously served as chairman of PDL’s board, will get $650,000 annually and is eligible for a bonus worth up to 75 percent of his salary. He will also be granted an option to buy 100,000 shares, effective two trading days after the company releases results for its quarter ended Sept. 30, which is scheduled for Thursday.
Gage, who is 65 and a venture partner with Flagship Ventures based in Cambridge, Mass., will be paid up to $5,000 per month for the costs of a temporary residence here, and while he’s looking for that will also be reimbursed for “reasonable food and hotel lodging expenses” until November 15, 2007 for trips to the Bay Area.
(Hmmm, Boston or San Francisco for the winter? You decide.)
PDL will also cover the expense of up to two round-trip airline flights per month between the Bay Area and any airport in “reasonable proximity to his current home” and will pay the costs for a rental car while he’s here.
The compensation committee also approved an extra payment of $12,500 to Gage for his service as chairman from Aug. 19 to Sept. 28, that was in addition the compensation he was already entitled to as a non-employee director and chairman. (He was paid $53,500 in fees and given a stock grant valued at $152,080 in 2006.) As an employee, Gage will no longer receive extra compensation for his service as a director.
The company sent its offer letter to Gage on Oct. 24, but four days later the offer was revised after discussions with Gage, who perhaps was having buyers remorse. The revision included a provision so that if Gage were to resign as an employee of the company but continue to serve on its board, the number of vested shares in his new-hire option grant would be immediately increased by 50,000, and the vesting date would be set back to Oct. 1, 2007, instead of the grant date following the earnings release.
Earlier this month the querulous shareholder, Third Point, sold 5.3 million shares of PDL for $116.9 million, cutting its stake in the company to 5.1 percent from 9.7 percent.
Third Point Chief Executive Daniel Loeb sent the PDL board a letter after the sales saying that, despite the encouraging news of the board’s efforts to sell the company, it was “disappointed that the sale processis still being led by a Board that does not include a Third Point representative, and that Patrick Gage remains the Company’s CEO, despite having demonstrated his unsuitability.”
Loeb went on to say that Third Point remains one of PDL’s largests shareholders. “We will be carefully watching developments, and assessing our options, as events unfold.”
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