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Indivior, the opioid addiction treatment company, is braced for an investor rebellion over a possible multi-million pound payout to its disgraced former boss who is in jail.
Shareholders are being advised to vote against the company’s remuneration report, which has classed former chief executive Shaun Thaxter as a "good leaver", entitling him to receive as many as 1.7m shares over the next three years, worth £2.3m at the current share price.
The recommendation from Glass Lewis, an influential shareholder adviser, comes ahead of Indivior’s annual meeting in May when investors will vote on the pay report.
Indivior, which makes treatments for people who are addicted to opioids, agreed in July 2020 to pay $600m as part of a settlement with US authorities related to allegations of fraudulent marketing and sales of its Suboxone Film drug.
In October, Mr Thaxter was sentenced to six months in prison and ordered to pay $600,000 (£436,500) in fines after pleading guilty to a criminal charge involving the marketing of Suboxone.
He is serving time at a low-security prison in the US state of Virginia and is due to be released on May 10.
In its annual report, Indivior said Mr Thaxter was not eligible to receive a bonus for 2020 and will be treated as a good-leaver for the purpose of his outstanding awards.
In addition to the potential £2.3m share-based award, Mr Thaxter was paid $846,300 after stepping down as chief executive in June in lieu of salary and $244,804 in lieu of notice. He also received $66,484 in legal fees incurred in connection with advice he took regarding his departure and $42,314 for 13 days of unused holiday entitlement.
Glass Lewis argued that the good-leaver status was "insufficient given his involvement in the marketing of Suboxone, his guilty plea and subsequent imprisonment and fine".
"The US Department of Justice investigation into the marketing of Suboxone has led to substantial reputational damage, for the company and a significant loss in shareholder value," Glass Lewis said in its report.
"Shareholders may reasonably question the appropriateness of Mr Thaxter being treated as a good leaver and remaining eligible for his remaining outstanding awards given he was indicted and pled guilty."
The advisory group suggested some shareholders may have preferred to see the remuneration panel use its discretionary powers to strip Mr Thaxter of the share-based awards.
Indivior's share price has collapsed in recent years, plummeting by nearly three-quarters since June 2018. It closed at 133p, valuing the company at just under £980m.
At last year's shareholder meeting nearly a fifth of voting investors opposed Indivior's remuneration report, with a further 20pc abstaining.