Company announcement – No. 55/ 2022
Zealand Pharma grants sign-on warrants and performance stock units under the employee warrant program and management long-term incentive program
Copenhagen, Denmark and Boston, MA, U.S. December 2, 2022 – Zealand Pharma A/S (“Zealand”) (NASDAQ: ZEAL) (CVR-no. 20 04 50 78), a Copenhagen-based biotechnology company focused on the discovery and development of innovative peptide-based medicines, announces granting of sign-on warrants and performance stock units (“PSUs”) to the Chief Financial Officer (“CFO”) in accordance with the long-term incentive program (the “LTIP”) for Zealand’s Corporate Management and employees, in accordance with Zealand’s Remuneration policy and overall guidelines for incentive pay, as adopted at the annual general meeting held on April 6, 2022.
Zealand has awarded 20,590 PSUs and 14,038 warrants to Zealand´s CFO.
The warrants are granted under the warrant program covered by the authority pursuant to Section 8.10 of Zealand’s Articles of Association, adopted on Zealand’s general meeting on April 6, 2022. The total cost of the incentive grants is DKK 5.1 million.
Zealand implemented the LTIP to align with select European and U.S. biotech peers, and is intended to drive long-term performance, align management’s interests with those of Zealand’s shareholders, and support the attraction, retention and motivation of first-rate executive talents.
With respect to the PSUs, the Board of Directors is authorized to grant members of the Corporate Management sign-on PSUs free of charge subject to fulfillment of certain pre-defined performance targets. Consequently,
- 50% of the PSUs vest based upon certain pre-defined operational goals that are required for Zealand to meet its strategic plans (such as clinical development advancement), and
- 50% of the PSUs vest based upon certain pre-defined market-based goals that encourage share performance against comparable companies (such as total shareholder return performance against Nasdaq Biotechnology Index).
Depending on the level of fulfillment of the goals the PSUs may vest between 0% and 150%.
The grant of sign-on PSUs to the CFO under this program will have an estimated fair market value of DKK 4,2 million, based on each PSU having a fair value of DKK 203 per share.
The number of granted sign-on PSUs may be adjusted by the Board of Directors due to e.g., changes in Zealand’s share capital structure or other significant events, subject to obtaining a calculation made by Zealand’s auditor or an independent third party.
Vested PSUs entitle the holder to receive shares in Zealand at no cost, provided the holder’s continued employment throughout the vesting period. Vested PSUs convert into a number of shares equal to between 0% to 150% of the PSUs, depending on the achievement of the performance targets.
The warrant program is an incentive scheme reflecting Zealand’s objective to attract and retain first-rate employees and to help ensure shared short- and long-term interests for the management and employees with shareholders of Zealand.
The 14,038 warrants give the rights to subscribe for up to 14,038 newly issued Zealand shares with a nominal value of DKK 1 each, corresponding to a total of 0.03% of Zealand’s total outstanding share capital. The exercise price is DKK 203, calculated as the closing price of Zealand’s shares on Nasdaq Copenhagen on December 1, 2022.
The warrants granted to the CFO will vest annually in equal tranches over a three-year period, and the exercise of the warrants may take place, in whole or in part, in defined time windows from December 2, 2022 up to and including December 2, 2027.
The exercise windows for all granted warrants are defined as four times a year during a four-week window following the time of publication of either the Zealand’s annual report or quarterly or semi-annual reports (three, six and nine months respectively).
The total new warrants granted have a combined market value of DKK 1.3 million calculated on the basis of the Black–Scholes model. The costs of each warrant issued to the CFO is DKK 89.76 based on Black-Scholes parameters for Corporate Management grants, which are a volatility of 59.4%, a risk-free interest rate of 2.14% and a share price of DKK 203.
The total value of the share-based sign-on payment, including both PSUs and warrants, cannot exceed 200% of the fixed annual base salary for the CFO.
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About Zealand Pharma A/S
Zealand Pharma A/S (Nasdaq: ZEAL) (“Zealand”) is a biotechnology company focused on the discovery and development of peptide-based medicines. More than 10 drug candidates invented by Zealand have advanced into clinical development, of which two have reached the market and three candidates are in late-stage development. The company has development and partnerships with a number of blue-chip pharma companies as well as commercial partnerships for its marketed products.
Zealand was founded in 1998 and is headquartered in Copenhagen, Denmark, with a presence in the U.S. that includes Boston. For more information about Zealand’s business and activities, please visit www.zealandpharma.com.
The above information contains forward-looking statements that provide Zealand Pharma’s expectations or forecasts of future events. Such forward-looking statements are subject to risks, uncertainties and inaccurate assumptions, which may cause actual results to differ materially from expectations set forth herein and may cause any or all of such forward-looking statements to be incorrect. If any or all of such forward-looking statements prove to be incorrect, our actual results could differ materially and adversely from those anticipated or implied by such statements. All such forward-looking statements speak only as of the date of this release and are based on information available to Zealand Pharma as of the date of this release. Except as required by law, the Company assumes no obligation to update these forward-looking statements publicly.
| Anna Krassowska, PhD
Vice President, Investor Relations & Corporate Communications
Email: [email protected]