Mallinckrodt plc appointed new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 


Resignation of Directors


All of the directors of the board of directors of Mallinckrodt (the "Board") then serving, other than Sigurdur Olafsson, our President and Chief Executive Officer, resigned effective as of the Effective Date from their roles as directors of Mallinckrodt (and any committees of the Board thereof) (collectively, the "Director Resignations"), including: Paul M. Bisaro, Daniel Celentano, Riad El-Dada, Neal P. Goldman, Karen Ling, Dr. Woodrow Myers, Susan Silbermann and James R. Sulat.


None of the directors have resigned as a result of any disagreement with Mallinckrodt on any matter relating to its operations, policies or practices.


Appointment of Directors


On the Effective Date and immediately following the Director Resignations, the following individuals were appointed directors of Mallinckrodt: David Stetson and Jon Zinman (collectively, the "New Directors").


- David Stetson: Mr. Stetson is a seasoned executive with expertise in management, finance, mergers and acquisitions, restructuring, legal, corporate governance, and securities with insight into strategic applications of financing alternatives, formulation of business strategies, tactical coordination of operational activities and the ability to maximize strategic values and execute on appropriate solutions. Mr. Stetson currently serves as the executive chairman of Alpha Metallurgical Resources (NYSE:AMR) and previously served as its chief executive officer, chairman of the Board. Prior to this role, Mr. Stetson served as chairman of the board of directors and chief executive officer of both ANR, Inc. and Alpha Natural Resources Holdings, Inc. from July 2016 until the merger of these entities with Contura (now Alpha) in November 2018. Mr. Stetson has held a number of executive leadership positions in various industries, including chief executive officer, chief restructuring officer, general counsel and senior advisor including A.K. Kelly Technologies, Trinity Coal Corporation, American Resources Offshore, Inc., Lexington Coal Company, and Lipari Energy Inc. Mr. Stetson earned a bachelor of science degree from Murray State University, a juris doctor degree from the Brandeis School of Law at the University of Louisville, and a master of business administration degree from the University of Notre Dame. 


- Jon Zinman. Mr. Zinman is a Managing Director on the Restructuring Team at Silver Point Capital. Mr. Zinman joined Silver Point Capital in 2019. Prior to joining Silver Point, Mr. Zinman was a Managing Director leading restructurings at Solus Alternative Asset Management, an investment advisor specializing in event-driven and distressed investments. Before Solus, he was an associate in Kirkland & Ellis' restructuring practice. He received his J.D. and M.B.A. from the University of Michigan Law School and Stephen M. Ross School of Business as well as his B.A. from Duke University. 


Additional directors and the chair of the Board will be appointed in accordance with the process described in Item 5.03 below under the heading "Size and Composition of the Board."


Certain funds and accounts managed by Silver Point Capital, the current employer of Mr. Zinman, were holders of 2028 First Lien Senior Notes and First Lien Term Loans and Supporting First Lien Creditors under the RSA. Except as described in this Current Report on Form 8-K, there are no transactions between the New Directors, on the one hand, and Mallinckrodt, on the other hand, that would be reportable under Item 404(a) of Regulation S-K, and other than the Plan, no arrangements or understandings between the New Directors and any other persons pursuant to which the directors were selected to the Board.


Notice of Resignation of Chief Executive Officer


Mr. Olafsson provided written notice of his intention to resign as an employee effective on the 75th day following the Effective Date (the "Post-Emergence Resignation Date"). Mr. Olafsson's notice of resignation was in accordance with the terms of the Amended and Restated Employment Agreement, dated February 22, 2023, by and between Mr. Olafsson and ST Shared Services LLC ("ST Shared Services"), an indirect subsidiary of the Company, as previously amended on June 22, 2023 and August 4, 2023 (as so amended, the "Employment Agreement"). The Company intends to enter into immediate discussions with Mr. Olafsson to explore a new mutually agreeable employment contract but there is no assurance that those conversations will result in Mr. Olafsson remaining with the Company past the Post-Emergence Resignation Date. To the extent Mr. Olafsson's resignation becomes effective on the Post-Emergence Resignation Date, he will also cease to serve as a member of the Board and will be entitled to receive the severance payments and benefits set forth in his Employment Agreement consistent with a termination by the Company without cause or by Mr. Olafsson for good reason upon a change in control.


Termination of 2022 Stock Option and Equity Incentive Plan


As of the Effective Date, in connection with emergence and the cancellation of all the existing ordinary shares of Mallinckrodt described under Items 1.02 and 3.03, all outstanding equity-based awards under the Mallinckrodt Pharmaceuticals 2022 Stock and Incentive Plan (the "2022 Plan") were automatically cancelled without consideration and the 2022 Plan was of no further force and effect with respect to any equity-based awards thereunder.


As of the Effective Date, securities were no longer offered under the 2022 Plan.