ALTH » Topics » James V. Caruso-Executive Vice President, Chief Commercial Officer

This excerpt taken from the ALTH DEF 14A filed Jun 2, 2009.

James V. Caruso—Executive Vice President, Chief Commercial Officer

        For fiscal 2008, Mr. Caruso's base salary was set at $398,600, representing a 5% increase from his 2007 base salary of $379,600. Mr. Caruso's 2008 bonus target was set at 40% of base salary, weighted 60% to the achievement of corporate objectives and 40% to the achievement of individual objectives. For 2008, Mr. Caruso was awarded a cash bonus of $168,900 (which was determined and paid in 2009), or approximately 107% of his target bonus, which reflected a corporate bonus component of 100% of target and an individual bonus component of approximately 117% of target. In February 2008,

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Mr. Caruso was awarded a stock option to purchase 150,000 shares of common stock at an exercise price of $6.12 per share, the fair market value of our common stock on the date of grant.

        For fiscal 2009, Mr. Caruso's base salary was set at $408,500, representing a 2.5% increase from his 2008 base salary. Mr. Caruso's 2009 bonus target remained at 40% of base salary, weighted 60% to the achievement of corporate objectives and 40% to the achievement of individual objectives. In addition, Mr. Caruso was awarded a stock option to purchase 143,452 shares of common stock at an exercise price of $6.40 per share, the fair market value of our common stock on the date of grant, and 23,873 restricted stock units.

        In May 2009, the Company and Mr. Caruso agreed to amend his employment agreement in order to, among other things, provide for the acceleration of vesting of all stock awards held by Mr. Caruso if he is terminated in connection with a change-in-control of the Company. Prior to such amendment, Mr. Caruso's employment agreement only provided for acceleration of vesting of stock options and restricted stock grants under such circumstances. However, in light of the grant of restricted stock units to Mr. Caruso in February 2009, we determined it to be advisable to extend acceleration of vesting to such restricted stock units and all other stock awards should Mr. Caruso be terminated in connection with a change-in-control of the Company.

These excerpts taken from the ALTH 10-K filed Apr 30, 2009.

James V. Caruso—Executive Vice President, Chief Commercial Officer

        For fiscal 2008, Mr. Caruso's base salary was set at $398,600, representing a 5% increase from his 2007 base salary of $379,600. Mr. Caruso's 2008 bonus target was set at 40% of base salary, weighted 60% to the achievement of corporate objectives and 40% to the achievement of individual objectives. For 2008, Mr. Caruso was awarded a cash bonus of $168,900 (which was determined and paid in 2009), or approximately 107% of his target bonus, which reflected a corporate bonus component of 100% of target and an individual bonus component of approximately 117% of target. In February 2008, Mr. Caruso was awarded a stock option to purchase 150,000 shares of common stock at an exercise price of $6.12 per share, the fair market value of our common stock on the date of grant.

        For fiscal 2009, Mr. Caruso's base salary was set at $408,500, representing a 2.5% increase from his 2008 base salary. Mr. Caruso's 2009 bonus target remained at 40% of base salary, weighted 60% to the achievement of corporate objectives and 40% to the achievement of individual objectives. In addition, Mr. Caruso was awarded a stock option to purchase 143,452 shares of common stock at an exercise price of $6.40 per share, the fair market value of our common stock on the date of grant, and 23,873 restricted stock units.

James V. Caruso—Executive Vice President, Chief Commercial Officer





        For fiscal 2008, Mr. Caruso's base salary was set at $398,600, representing a 5% increase from his 2007 base salary of $379,600.
Mr. Caruso's 2008 bonus target was set at 40% of base salary, weighted 60% to the achievement of corporate objectives and 40% to the achievement of individual objectives. For 2008,
Mr. Caruso was awarded a cash bonus of $168,900 (which was determined and paid in 2009), or approximately 107% of his target bonus, which reflected a corporate bonus component of 100% of target
and an individual bonus component of approximately 117% of target. In February 2008, Mr. Caruso was awarded a stock option to purchase 150,000 shares of common stock at an exercise price of
$6.12 per share, the fair market value of our common stock on the date of grant.



        For
fiscal 2009, Mr. Caruso's base salary was set at $408,500, representing a 2.5% increase from his 2008 base salary. Mr. Caruso's 2009 bonus target remained at 40% of
base salary, weighted 60% to the achievement of corporate objectives and 40% to the achievement of individual objectives. In addition, Mr. Caruso was awarded a stock option to purchase 143,452
shares of common stock at an exercise price of $6.40 per share, the fair market value of our common stock on the date of grant, and 23,873 restricted stock units.





This excerpt taken from the ALTH DEF 14A filed Apr 29, 2008.

        James V. Caruso—Executive Vice President, Chief Commercial Officer

        For fiscal 2007, Mr. Caruso's base salary was set at $379,600, representing a 4% increase from his prior year's base salary of $365,000. Mr. Caruso's 2007 bonus target was set at 35% of base salary, weighted 60% to the achievement of corporate objectives and 40% to the achievement of individual objectives. For 2007, Mr. Caruso was awarded a cash bonus of $154,900 (which was determined and paid in 2008), or approximately 117% of his target bonus, which reflected a corporate bonus component of 119% of target and an individual bonus component of 115% of target. In February 2007, Mr. Caruso was awarded a stock option to purchase 150,000 shares of common stock at an exercise price of $7.47 per share, the fair market value of our common stock on the date of grant.

        For fiscal 2008, Mr. Caruso's base salary was set at $398,600, representing a 5% increase from his 2007 base salary. Mr. Caruso's 2008 bonus target was set at 40% of base salary, weighted 60% to the achievement of corporate objectives and 40% to the achievement of individual objectives. In addition, Mr. Caruso was awarded a stock option to purchase 150,000 shares of common stock at an exercise price of $6.12 per share, the fair market value of our common stock on the date of grant.

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This excerpt taken from the ALTH DEF 14A filed Apr 30, 2007.

James V. Caruso—Executive Vice President, Chief Commercial Officer

Mr. Caruso was hired as our Executive Vice President, Chief Commercial Officer effective June 5, 2006. The Compensation Committee determined the compensation package for Mr. Caruso by evaluating the factors described on page 13 of this proxy statement under the heading “Setting Executive Compensation for Newly Hired Executives.”

Mr. Caruso’s compensation for 2006 was largely based on the terms of his employment agreement with the Company, which is described in more detail on page 45 of this proxy statement under the heading “Employment, Severance and Change of Control Agreements.”  Under the employment agreement, Mr. Caruso’s 2006 base salary was set at $365,000, and he was eligible for a cash bonus, based entirely upon the achievement of corporate goals, equal to 35% of his actual base salary earned. For 2006, the Compensation Committee approved a corporate bonus percentage of 100% of target based on our achievement of pre-specified clinical, regulatory and operational milestones, including our receipt of a special protocol assessment from the U.S. Food and Drug Administration on the design of our pivotal Phase 2 PROPEL trial of PDX in patients with relapsed or refractory peripheral T-cell lymphoma, the completion of various objectives relating to our preparation for the potential commercial launch of EFAPROXYN, and the completion of various objectives relating to our 5-year strategic planning initiative. As a result, Mr. Caruso was awarded a cash bonus of $73,700 (which was determined and paid in 2007), or 100% of his target bonus.

On June 5, 2006, Mr. Caruso’s first day of employment with us, we awarded him a stock option to purchase 350,000 shares of common stock at an exercise price of $3.13 per share, the fair market value of our common stock on the date of grant, pursuant to the terms of his employment agreement. Also on June 5, 2006, we awarded Mr. Caruso 110,000 shares of restricted stock pursuant to the terms of his employment agreement. Under the employment agreement, we also reimbursed Mr. Caruso an aggregate of $93,700 for various relocation expenses (consisting primarily of commuting and temporary living expenses incurred while traveling to Colorado for work), and a portion of Mr. Caruso’s taxes associated with such reimbursements.

For 2007, Mr. Caruso’s base salary was set at $379,600, or a 4% increase from his 2006 base salary. Mr. Caruso’s 2007 bonus target was set at 35% of base salary, weighted 60% to the achievement of corporate objectives and 40% to the achievement of individual objectives. In February 2007, Mr. Caruso was awarded a stock option to purchase 150,000 shares of common stock at an exercise price of $7.47 per share, the fair market value of our common stock on the date of grant.

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