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Vanda Pharmaceuticals Inc.

02/19/2026 | Press release | Distributed by Public on 02/19/2026 15:31

Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 18, 2026, the Compensation Committee (the "Compensation Committee") of the Board of Directors of Vanda Pharmaceuticals Inc. (the "Company") awarded 2025 annual bonuses and approved 2026 annual base salaries and 2026 bonus target amounts for the Company's named executive officers. Prior to approving the foregoing, the Compensation Committee reviewed an analysis of the Company's executive compensation compared to the Company's peer group conducted by Willis Towers Watson, a compensation consultant engaged by the Compensation Committee.
The Compensation Committee awarded bonuses for performance for the twelve-month period ended December 31, 2025 in the amounts set forth opposite the names of the executive officers listed below.
Name Position 2025 Bonus
Mihael H. Polymeropoulos, M.D.
President, Chief Executive Officer and Chairman of the Board $834,326
Kevin Moran
Senior Vice President, Chief Financial Officer and Treasurer $272,129
Gunther Birznieks Senior Vice President, Business Development $272,129
Joakim Wijkstrom
Senior Vice President, Chief Marketing Officer $281,686
Timothy Williams
Senior Vice President, General Counsel and Secretary $272,129
The Compensation Committee approved 2026 annual base salaries and 2026 bonus target amounts for the twelve-month period ending December 31, 2026 in the amounts set forth opposite the names of the executive officers listed below.
Name Position 2026 Base Salary 2026 Target Bonus
Mihael H. Polymeropoulos, M.D.
President, Chief Executive Officer and Chairman of the Board $994,625 80%
Kevin Moran
Senior Vice President, Chief Financial Officer and Treasurer $576,735 45%
Gunther Birznieks Senior Vice President, Business Development $576,735 45%
Joakim Wijkstrom
Senior Vice President, Chief Marketing Officer $596,990 45%
Timothy Williams
Senior Vice President, General Counsel and Secretary $576,735 45%
In addition, on February 18, 2026, the Compensation Committee granted restricted stock unit ("RSU") and performance restricted stock unit ("PSU") awards under the Company's Amended and Restated 2016 Equity Incentive Plan, as amended (the "Plan"), to the Company's named executive officers in the amounts set forth opposite the names of the executive officers listed below. The RSUs for all named executive officers will vest in four equal annual installments beginning on March 1, 2027. The PSUs for all named executive officers will be earned based on the Company's relative Total Stockholder Return ("TSR") over a three-year performance period beginning on December 31, 2025, as described in greater detail below.
Name Position Number of RSUs Target Number of PSUs
Mihael H. Polymeropoulos, M.D.
President, Chief Executive Officer and Chairman of the Board 525,000 175,000
Kevin Moran
Senior Vice President, Chief Financial Officer and Treasurer 125,000 40,000
Gunther Birznieks Senior Vice President, Business Development 125,000 40,000
Joakim Wijkstrom
Senior Vice President, Chief Marketing Officer 125,000 40,000
Timothy Williams
Senior Vice President, General Counsel and Secretary 125,000 40,000
The PSUs entitle each executive to earn a number of shares of the Company's common stock ranging from 50% to 150% of the target number of PSUs granted, based on the Company's TSR relative to the TSR of the companies comprising the Nasdaq Biotechnology Index ("Relative TSR"), over the three-year performance period beginning on December 31, 2025 and ending on December 31, 2028 (the "Performance Period"), as set forth below and subject to the executive's continued employment through the Compensation Committee's certification of performance following the end of the Performance Period. Linear interpolation will be used to calculate actual awards for performance between the percentiles indicated below. No dividends are paid or accrued on the PSUs. Following the end of the Performance Period, the Compensation Committee will determine the extent to which the applicable performance goals have been achieved and will determine the number of PSUs, if any, that have been earned, and any such earned PSUs will vest on March 1, 2029.
Performance Level Relative TSR Percentile Ranking Payout (% of Target Award Earned)
Below Threshold
Less than 25th percentile 0%
Threshold
25th percentile 50%
Target 50th percentile 100%
Maximum
75th percentile or greater 150%
The descriptions of the RSU and PSU awards are qualified by reference to the full text of the Form of Restricted Stock Unit Award Agreement, which was filed as Exhibit 10.1 to the registrant's quarterly report on Form 10-Q on May 8, 2025, and the Form of Performance Restricted Stock Unit Award Agreement, which is attached hereto as Exhibit 10.1, and by reference to the Plan which was filed as Exhibit 10.1 to the registrant's registration statement on Form S-8 on June 5, 2025.
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