| · | | Average tenure: approximately fourProxy Summary
Board Refreshment The Nominating & Governance Committee recommends individuals as director nominees based on various criteria, including their business and professional background, integrity, diversity, understanding of our business, demonstrated ability to make independent analytical inquiries and the willingness and ability to devote the necessary time to Board and committee duties. A director’s qualifications in meeting these criteria are considered at least each time the director is recommended for Board membership. Should a new director be needed to satisfy specific criteria or to fill a vacancy, the Nominating & Governance Committee will initiate a search for potential director nominees, and it will seek input from other Board members, including the CEO and Chairman of the Board, as well as any senior management or outside advisers assisting in identifying and evaluating candidates. The average tenure of our directors is approximately 5 years as of the date of the AGM. The following have been recent refreshments made to our Board:
•Albert A. Manzone was appointed to the Board in July 2022 •Patrick Lockwood-Taylor was appointed to the Board in July 2023 •Julia M. Brown was appointed to the Board in November 2023 Executive Transition / Succession Planning
The Company is led by an Executive Leadership Team (“ELT”) which consists of the Chief Executive Officer ("CEO") and his direct reports. Perrigo and its Board of Directors have long-partnered on a robust Executive Leadership Team Talent Review and Succession planning process. In May 2023, Murray S. Kessler notified the Company of his intent to retire. The Board implemented its succession plan, and on June 8, 2023 appointed Patrick Lockwood-Taylor, a 30-year experienced executive in consumer self-care, as President, CEO and Director, at which time Mr. Kessler retired from those same positions, but remained with the Company in an advisory role to assist with the transition until July 31, 2023.
Additionally, Triona Schmelter was appointed Executive Vice President and President, Consumer Self-Care Americas in September 2023 replacing James Dillard III. Ms. Schmelter was chosen as a key leader with a proven track-record in not only the Consumer Products space but also leading significant business transformation. We continually conduct Talent Reviews and create succession plans for these key roles. 2023 Performance Update1
After completing its transformation to a pure play consumer self-care company in 2022, Perrigo progressed its self-care journey in 2023. The Company has refined its strategy to focus on 1) delivering consumer-preferred brands and innovation, 2) driving category growth with our consumers, 3) powering our business with our world-class, quality assured supply chain, and 4) evolving to a single operating model across business lines and geographies. The goal is to deliver sustainable, value accretive growth by ‘consumerizing’, simplifying and scaling the organization, while earning a top-tier total shareholder return.
In addition to these strategic advancements, the Company maintained its financial momentum in 2023 by 1) achieving record net sales from continuing operations, 2) delivering double-digit gross profit, operating income and EPS improvement year-over-year, and 3) expanding year-over-year and sequential gross and operating margins every quarter during the year. These successes were achieved despite the evolving U.S. regulatory environment within the infant formula industry, which impacted our infant formula business during the year.
1.See Exhibit A for reconciliation of Adjusted (non-GAAP) to Reported (GAAP).
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Executive Transition/Succession Planning
Other strategic highlights include: •Launched our three-year plan, including 2025 financial targets, at the Company’s Investor Day. •Launched and progressed ‘One Perrigo’ through the introduction of our North America Perrigo Business Services organization, the implementation of a central finance solution, and the realignment of our finance and information technology organizations. •We initiated and progressed ‘Strategic Sprints’ to help us determine where to compete and how to win – category by category, brand by brand, country by country. •Completed ahead of schedule the implementation of enterprise resource planning order-to-cash of Nestle’s Gateway infant formula facility and U.S. & Canadian Good Start® Brands. •Achieved $30 million in adjusted operating income synergies related to the HRA Pharma acquisition and remain on track to fully capture an estimated $55 million by the end of 2024. •Completed 21 distributor transitions related to the HRA Pharma acquisition, which will enable the company to capture synergies and enhance margins in the CSCI business. •Progressed our Supply Chain Reinvention program and achieved $43 million in net benefits during the year. •Successfully refinanced $300 million of our December 2024 notes at a favorable interest rate. •Settled three tax overhangs, reducing potential company exposure by approximately $200 million. •Increased the Company’s quarterly dividend to $0.273 per share, or $1.09 per share on an annual basis, a 5% increase from the prior year. This dividend increase marks the 20th consecutive year Perrigo has increased its dividend.
Other commercial and business highlights: •Received final approval from the U.S. Food and Drug Administration ("FDA") and launched our store brand version of acetaminophen and ibuprofen tablets, 250 mg/125 mg. •Received final approval from the FDA and launched our nicotine coated mint lozenges, 2 mg and 4 mg. •Announced that FDA’s Nonprescription Drugs Advisory Committee and the Obstetrics, Reproductive, and Urologic Drugs Advisory Committee voted unanimously 17 to 0, with no abstentions, that the benefits of making Opill® available for OTC use outweighs the risks. •Received FDA approval for Opill® for OTC use with no age restriction, making Opill® the first ever birth control pill available over the counter in the United States. •Launched Compeed® Anti-Spots Cleansing Patch in more than 14 markets outside the U.S. •Perrigo e-commerce net sales increased 22% compared to the prior year; e-commerce accounts for approximately 12% of Perrigo net sales. •Reduced solid waste by over 452 metric tons. •Introduced our first 100% recycled cartons in the U.S.
Other financial highlights of fiscal year 2023 results from continuing operations include: •Reported net sales were a record $4.7 billion, an increase of $204 million, or 5%, compared to the prior year. •Organic net sales increased 2% compared to the prior year. •Adjusted gross profit increased $196 million to $1.8 billion, higher by 12% compared to the prior year. •Adjusted gross margin of 38.8% expanded 260 basis points compared to the prior year. •Adjusted operating income increased $82 million to $0.6 billion, higher by 17% compared to the prior year. •Adjusted operating margin of 12.3% expanded 120 basis points compared to the prior year.
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| iv | In February 2017, following the departure of our former Executive Vice President, Business Operations and Chief Financial Officer, the Board appointed Ronald L. Winowiecki, who had previously served as Perrigo’s Senior Vice President of Business Finance, as acting Chief Financial Officer. In February 2018, the Board appointed Mr. Winowiecki as Chief Financial Officer.
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| | In January 2018, John T. Hendrickson stepped down as Chief Executive Officer following the Board’s appointment of Uwe Roehrhoff as President and Chief Executive Officer.
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2017 Performance Update1
•Adjusted earnings per share increased $0.51 to $2.58, an increase of 25% compared to the prior year. •Operating cash flow was $405 million, leading to net cash from operating activities as a percentage to adjusted diluted net income of 115%, and ended the year with cash and cash equivalents(1) on the balance sheet of $751 million.
1.We have $7.0 million of restricted cash as of December 31, 2023 in the Consolidated Balance Sheets. We entered into an agreement to extend a credit line to an existing customer in exchange for a cash security deposit. The agreement requires the cash to be held in a separate account and will be returned to the customer at the expiration of the agreement provided all credits have been paid as agreed.
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| PERRIGO• 2024 PROXY STATEMENT | Management delivered on its goals and commitments in 2017 by:
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| ○ | | focusing on operational execution of core businesses in challengingend-markets; |
| ○ | | taking actions to simplify, focus and execute on the Company’s core businesses; |
| ○ | | implementing a cost optimization program that improved our cost structure; and |
| ○ | | delivering strong cash flow conversion and improved balance sheet flexibility. |
| · | | Generated net sales of $4.9 billion. |
| ○ | | Achieved 2017 adjusted net sales growth of 1.3% compared to the prior year, excluding, the year-over-year sales of exited European distribution businesses, the divestiture of the API business and the impact of Entocort®. |
| · | | Realized adjusted operating profit of $1.0 billion and a consolidated adjusted operating margin of 20.5%. |
| · | | Improved CHCI Segment adjusted operating margin to 15.0% from 11.4% in 2016. |
| · | | Sustained high level of performance in the CHCA Segment with adjusted operating margin of 21.9%. |
| · | | Strong performance in the Rx Segment with continued adjusted operating margin of 41.9%. |
| · | | Achieved 119% operating cash flow conversion to adjusted net income; cash from operations was an impressive $699 million. |
| · | | Strategic initiatives delivered balance sheet strength and optionality with: |
| ○ | | $2.6 billion of debt repaid in 2017; |
| ○ | | ~2.7 million shares repurchased in 2017; and |
| ○ | | $679 million in total cash on hand as of December 31, 2017 |
| · | | Successfully completed our cost optimization program and achieved the announcedrun-rate savings by the end of 2017. |
1 | See Exhibit A for reconciliation of Adjusted(non-GAAP) to Reported (GAAP). |
Proxy Summary ii
Executive Compensation
Compensation
Executive Compensation Principles As a Consumer Self-Care market leader, the Company is focused on our new corporate vision, purpose statement and blueprint to build 'One Perrigo'. Our ability to successfully execute our business strategies will depend in large part on continuing to have the right executive leadership team to guide Perrigo and ensure the long-term success of the company. For this reason, our executive compensation program is designed to attract, inspire, and retain the highest level of executive talent. Further, our programs are structured to closely align with our business objectives and commitment to shareholder value creation by having the vast majority of our executives' compensation being at risk, not guaranteed, and linked to performance in order to be realized.
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| Perrigo’s executive compensation program is designed to attract, motivate and retain our executives, including our named executive officers, who are critical to our long-term success, and to ensure that pay is significantly performance-based. |
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| ✓ Place a significant emphasis on variable,at-risk, performance-based pay
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| Pay-for-Performance philosophy that emphasizes variable, at-risk, performance based, equitable pay |
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| Permit hedging or pledging of Perrigo stock ☒
Provide significant perquisites ☒ Reprice options
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| Directly align executive compensation with shareholder returns through long-term operational, financial, and share price performance |
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| Provide “single trigger” change in control cash severance benefits
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| Provide excise tax gross-up on any change in control payments |
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| Have rigorous stock ownership guidelines |
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| Use an independent compensation consultant |
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| Regularly review annual risk assessmentsshare utilization and potential dilution from equity compensation plans |
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| vi | Primary elements include base salary, annual cash incentive and long-term incentive compensation.
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| | A substantial portion (greater than 73%, on average) of our executive compensation is performance-based andat-risk. |
| · | | Program is weighted toward long-term equity awards rather than short-term compensation.
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Program Design •The primary elements of executive compensation consist of base salary, annual incentive and long-term equity incentive compensation. •The vast majority (85% for our current CEO and 73%, on average, for our other Named Executive Officers or “NEOs”) of our ongoing target executive compensation opportunity is performance-based and/or at-risk (i.e., not guaranteed). •Compensation is weighted toward long-term equity awards rather than short-term cash compensation to directly align the interests of executive leadership and our shareholders.
2017
2023 Compensation Highlights •For 2023, base salaries for all named executive officers were increased in line with the Company's overall salary increase budget of 4%. •Overall, our performance exceeded our sales targets but fell short of the earnings target in the Annual Incentive Plans or "AIP". Actual payouts to executives vary based on business segment performance. •The three-year cumulative payout for the 2021-2023 currency-neutral Adjusted Operating Income used for Performance Share Units (“PSU OI”) was 114% of target. Please see detailed explanation on page 36. •The three-year cumulative payout for the 2021-2023 Relative Total Shareholder Return Performance Share Units (“rTSR-PSUs”) was 0% of target. •In 2023, NEOs were granted annual Long-Term Incentive Plan (“LTIP”) awards allocated 50% to PSU OI that may only be earned based on achievement of Adjusted Operating Income growth goals over three years (2023-2025), 20% to rTSR-PSUs that may only be earned based on our relative Total Shareholder Return (“rTSR”) performance versus the constituents of the S&P 500 over three years, and 30% to Restricted Stock Units (“RSUs”) vesting over three years—meaning that 70% of our Executives’ Target Long-Term Incentive (“LTI”) compensation is subject to performance hurdles in order to vest. •In 2023, Murray S. Kessler notified the Company of his intent to retire. Patrick Lockwood-Taylor, a 30-year experienced executive in consumer self-care, was appointed CEO in June 2023. Mr. Lockwood-Taylor's annual target Total Direct Compensation ("TDC") was established at $8,240,000 which ranked between the 25th and the 50th percentile of the most recently available market data for CEOs of our executive compensation peer companies.
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| PERRIGO• 2024 PROXY STATEMENT | For 2017, base salaries for named executive officers were maintained at 2016 levels, with the exception of Mr. Winowiecki who received a promotional base salary increase upon assuming the role of acting CFO.
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| | Consistent with ourpay-for-performance model, and aligned with the very strong performance of the Company in 2017, executive officers earned bonuses at 122.47% of target.
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| · | | In 2017, named executive officers were granted annual long-term incentive (“LTI”) awards, which were allocated 50% to PSUs that may be earned based on achievement of return on tangible capital (“ROTC”) goals over three years, 20% to PSUs that may be earned based on our relative rTSR performance versus peers over three years, and 30% to stock options vesting over three years. |
| · | | Based on our 2017 ROTC of 39.2%, the 2017 tranche of ROTC performance-based equity compensation vested at 173% of target. This resulted in a total payout for the 2015-2017 ROTC PSUs at 80% of target shares. |
| · | | No special awards were made to executive officers in 2017. |
Questions and Answers and Voting Information Please see the Questions and Answers and Voting Information section beginning on page 6079 for important information about voting, the proxy materials, and deadlines for submitting shareholder proposals and director nominees for the 20192025 Annual General Meeting of Shareholders. Additional questions may be directed to Perrigo Company plc, Attn: General Counsel, TreasurySharp Building, Lower Grand Canal Street,Hogan Place, Dublin 2, D02 TY74, Ireland orGeneralMeeting@perrigo.com. GeneralMeeting@perrigo.com.
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Corporate Governance General We manage our business under the direction of our Board of Directors. The Chief Executive Officer (“CEO”("CEO") is a member of, and reports directly to, our Board, and members of our executive managementleadership team ("ELT") regularly advise our Board on those business segments for which each executive has management responsibility. Our Board is kept informed through discussions with our CEO and other officers, by reviewing materials provided to them, by visiting our officesfacilities and by participating in Board and committee meetings. Corporate Governance Guidelines The Board of Directors has adopted Corporate Governance Guidelines that are available on our website (http://www.perrigo.com)(www.Perrigo.com) under the heading Investors – Corporate Governance – Governance Guidelines. The Board may amend these guidelines from time to time. We will mail a copy of these guidelines to any shareholder upon written request to our Company Secretary, Todd W. Kingma,Kyle L. Hanson, at TreasurySharp Building, Lower Grand Canal Street,Hogan Place, Dublin 2, D02 TY74, Ireland or by email atGeneralMeeting@perrigo.com. GeneralMeeting@perrigo.com. As part of our ongoing commitment to corporate governance, we periodically review our corporate governance policies and practices for compliance with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations of both the U.S. Securities and Exchange Commission (“SEC”) and the NYSE.New York Stock Exchange (“NYSE”). Code of Conduct Our Code of Conduct acknowledges that a reputation for ethical, moral and legal business conduct is one of Perrigo’s most valuable assets. In addition to acknowledging special ethical and legal obligations for financial reporting, the Code of Conduct requires that our employees, officers and directors comply with laws and other legal requirements, adhere to our policies and procedures, avoid conflicts of interest, protect corporate opportunities and confidential information, conduct business in an honest and ethical manner and otherwise act with integrity and in Perrigo’s best interest. Our Code of Conduct is available on our website (http://www.perrigo.com)(www.Perrigo.com) under the heading Investors – Corporate GovernanceResponsibility - Policies & Practices – Code of Conduct, and we will promptly post any amendments to or waivers of the Code on our website. We will mail a copy of our Code of Conduct to any shareholder upon request to our Company Secretary, Todd W. Kingma,Kyle L. Hanson, at TreasurySharp Building, Lower Grand Canal Street,Hogan Place, Dublin 2, D02 TY74, Ireland, or atGeneralMeeting@perrigo.com. GeneralMeeting@perrigo.com. Director Independence Our Corporate Governance Guidelines provide that a substantial majority of our directors should meet NYSE independence requirements. A director will not be considered independent unless the Board of Directors determines that the director meets the NYSE independence requirements and has no relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Based on its most recent annual review of director independence, the Board of Directors has determined that ten of our current elevendirectorseleven directors are independent, including Bradley A. Alford, Laurie Brlas, Rolf A. Classon, GaryOrlando D. Ashford, Julia M. Cohen,Brown, Katherine C. Doyle, Adriana Karaboutis, Jeffrey B. Kindler, Erica L. Mann, Albert A. Manzone, Donal O’Connor, Geoffrey M. Parker, Theodore R. Samuels and Jeffrey C. Smith. Uwe F. RoehrhoffParker. Patrick Lockwood-Taylor is not independent under these standards because he is currently serving as an officer of Perrigo. In making its independence determination, the Board of Directors has broadly considered all relevant facts and circumstances and concluded that there are no material relationships that would impair these directors’ independence.
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| PERRIGO• 2024 PROXY STATEMENT |
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Board Oversight of Risk While management is responsible forday-to-day risk management, the Board of Directors is responsible for the overall risk oversight, including cybersecurity and Environmental, Social and Governance (“ESG”) risks, and the Audit Committee is responsible for the overall framework for the risk assessment and enterprise risk management (“ERM”) process for the Company. The Board’s committees take the lead in discrete areas of risk oversight when appropriate. For example, the Audit Committee is primarily responsible for risk oversight relating to financial statements,statements; the RemunerationTalent & Compensation Committee is primarily responsible for risk oversight relating to executive compensation and the Company’s compensation policies and practices, along with corporate culture and diversity; and the Nominating & Governance Committee is primarily responsible for risk oversight relating to corporate governance.governance and cybersecurity, along with sustainability and environmental matters. These committees report to the Board of Directors on risk management matters. Management periodically presents to the Board of Directors its view of the major risks facing the Company, which may include a dedicated “enterprise risk management”ERM presentation. Matters such as risk appetite and management of risk are also discussed at this meeting. In addition, risk is regularly addressed in a wide range of Board discussions, including those related to segment or business unit activities, specific corporate functions (such as treasury, intellectual property, capital allocation and taxation matters), acquisitions, divestitures and consideration of other extraordinary transactions. As part of these discussions, our directors ask questions, offer insights and challenge management to continually improve its risk assessment and management.management of identified risks. Additionally, independent directors have the opportunity meet in executive sessions with management and compliance leaders. The Board has full access to management as well as the ability to engage advisors to assist the Board in its risk oversight role. The following chart provides a summary overview of key areas of risk oversight for the Board and management. Board of Directors
Oversees Major Risks
Strategic and Competitive – Financial – Brand and Reputational – Legal and Regulatory
Operational – Cybersecurity – CEO Succession Planning
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| Strategic and Competitiveness – Financial – Brand and Reputational – Legal and Regulatory | Operational – Cybersecurity – ESG – Organizational Succession Planning |
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| PERRIGO• 2024 PROXY STATEMENT |
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•Internal auditAudit provides independent assurance on design and effectiveness of internal controls and governance practices
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Board Leadership Our governance documents provide the Board with flexibility to select the appropriate leadership structure for the Company. In making leadership structure determinations, the Board considers many factors, including the specific needs of the business and what is in the best interests of the Company’s shareholders. Our current leadership structure consists of a separate Chairman of the Board and Chief Executive Officer,CEO, and strong, active independent directors. The Board believes that the Company and its shareholders are well-served by this leadership structure at this time. In addition, having three independent Board Committees chaired by independent directors provides a formal structure for strong, independent oversight of the ChairmanPresident and Chief Executive OfficerCEO and the rest of the Company’s management team. Audit Committee Primary Risk Oversight Overall framework for Risk Assessment and ERM process Financial Statement integrity and reporting Legal, regulatory & compliance Internal controls Remuneration Committee Primary Risk Oversight Employee compensation policies and practices Non executive director compensation policies and practices Corporate culture and diversity Nominating & Goverance Committee Primary Risk Oversight Governance structure and processes Stockholder concerns Succession planning Cybersecurity, sustainability and environmental matters
Chairman of the Board Between August 2003 and April 2016, the Board of Directors appointed anWe have had a separate, independent director to serve as Lead Independent Director. Gerald K. Kunkle, Jr. held the position of Lead Independent Director of Perrigo Company from August 2009 to April 2016. In April 2016, the board decided to separate the roles of the Chairman of the Board since 2016, and Chief Executive Officer and appointed Laurie Brlas as Chairman ofMr. Ashford has held the Board, eliminating the need for a Lead Independent Director. Inposition since May 2017, the Boardre-appointed Ms. Brlas as Chairman of the Board.
2022. The role of the Chairman includes: •presiding at all Board meetings, including executive sessions of the independent directors; •serving as a liaison between the CEO and the independent directors, including being responsible for communicating with the CEO regarding CEO performance evaluations and providing feedback from the independent director sessions; •having the authority to call meetings of the independent directors; and •approving Board meeting agendas and schedules to assure there is sufficient time for discussion of all agenda items. | · | | presiding at all Board meetings, including executive sessions of the independent directors; |
| · | | serving as a liaison between the CEO and the independent directors, including being responsible for communicating with the CEO regarding CEO performance evaluations and providing feedback from the independent director sessions; |
| · | | having the authority to call meetings of the independent directors; and |
| · | | approving Board meeting agendas and schedules to assure there is sufficient time for discussion of all agenda items. |
The Chairman is selected from those Perrigo directors who are independent and who have not been a former executive officer of Perrigo. The Chairman position is for an initial term of three years,subject to annual reviews by our Nominating & Governance Committee, annualre-election of that director at the intervening AGMs, and an annual appointment by the independent directors. Shareholder Engagement We believe that ongoing, transparent communication with our shareholders is critical to our long-term success. We have a robust shareholder engagement program, and we regularly communicatemaintain active, year-round communication with our shareholders and prospective shareholders through a number of forums, including quarterly earnings presentations, investor conferences, securities filings, phone calls, plant tourscorrespondence and individual meetings. During 2017, we engagedThese meetings enable two-way dialogue between our shareholders and the Company and provide a forum for our leadership to listen to our shareholders’ perspectives, answer any questions and engage in dialogue on any feedback they may have.
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We were able to conduct meaningful dialogue with many of our top shareholders, as well as numerous other current and prospective shareholders, on topics such as our business performance and overall corporate strategy, capital allocation, industry and market trends, corporate governance, M&A strategy, ESG, human capital and executive compensation. Throughout 2023, senior management and the investor relations team met with many representatives of current and potential institutional investors representing trillions of dollars in assets under management. We supplemented the above with targeted outreach to shareholders to engage on overall business strategy, executive compensation, and ESG matters. As part of that engagement, which occurred in late 2023 and early 2024, we reached out to our top 25 investors, representing 67.9% of shares outstanding. We had conversations with 9 of those investors, representing 39.8% of shares outstanding. Company participants included members from investor relations, legal, HR, sustainability & ESG, and finance. Additionally, our Chairman of the Board and Chair of the Talent & Compensation Committee ("TCC") attended several of the meetings representing 22.6% of shares outstanding. We also held meetings with two top proxy advisors. As part of these engagement efforts, we shared the feedback received from our shareholders during last year's engagement, and the actions we have taken or plan to take to address this feedback. We also shared some proactive information related to our executive compensation philosophy and structure and solicited additional feedback. Specific details on what we heard and how we responded can be found in our Compensation Discussion and Analysis on page 21. In addition to feedback on the compensation program, investors were supportive of our approach and progress on ESG initiatives. Our shareholders have provided us with valuable feedback and external viewpoints that inform the way we think about our business and strategy, and we are committed to a continuing transparent dialogue. Anti-Hedging and Anti-Pledging Policies Our insider trading policy prohibits executive officers and directors of the Company from trading in options, warrants, puts and calls or similar instruments on Company securities and holding Company securities in margin accounts, as well as from pledging Company securities as collateral for a loan. In addition, the policy prohibits Company directors and all employees, including executive officers, from selling Company securities “short”, engaging in “short sales against the box”, and entering into hedging or monetization transactions or similar arrangements with respect to Company securities. Corporate Social ResponsibilityPolitical Activities and Expenditures
Perrigo recognizes that investors and other stakeholders may be interested in our political activities and expenditures. With this in mind, we provide the following information: •We have a written policy regarding political contributions and activities which is available on our website. As explained in this policy, we do not contribute corporate funds to federal candidates or federal political committees. •As explained in our written policy regarding political contributions and activities, Perrigo complies with all applicable laws that require reporting on lobbying and related activities. As an Irish domiciled company, we are required to report any lobbying activity in Ireland and have not reported any such activity in the last several years. •As explained in the Code of Conduct available on our website, we are committed to doingethical behavior and accountability in all engagements relating to governmental affairs. We comply with all local laws and regulations in our political actions and ensure that political advocacy conducted on Perrigo’s behalf is consistent with our values. •Perrigo engaged in political advocacy during the reporting period. This included expenditures relating to lobbying government officials in connection with the infant formula crisis in the United States and political advocacy related to the commercialization of Opill. We are preparing for and expect this political advocacy, including lobbying, to continue in the current reporting period.
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Environmental, Social & Governance (“ESG”) ESG Strategy & Risk Oversight At Perrigo, we consider sustainability critical to our business and growth strategy. We are dedicated to conducting our business in a socially, environmentally, and fiscally responsible manner while maintaining transparency in our reporting. We believe that our short- and long-term success is directly linked to responsibly managing our environmental impact, respecting human rights, creating an ethical manner. authentic work environment where our people can thrive, and producing high-quality, affordable products that make consumers' lives better. Aiming to integrate our ESG strategy into our overall business strategy, we have established the ESG governance structure of Perrigo to facilitate strategic alignment. Oversight of ESG responsibilities is assigned to relevant Board committees, ensuring we conduct regular reviews of significant ESG issues and progress. Our Nominating & Governance Committee is responsible for sustainability and ESG initiatives, managing risk oversight pertaining to corporate governance, sustainability, and environmental matters. To support these initiatives our President and CEO, along with our Vice President of Sustainability & ESG and other Company leaders, consistently engage with the Board, providing regular consultations and updates on sustainability topics. Performance objectives are assigned to members of the leadership team to further integrate sustainability into our daily operations. One such goal for our CEO and key executives is to reduce at least 368 metric tons of virgin packaging materials from our products within calendar year 2023, and that goal was exceeded with a reduction of 452 metric tons. Additionally, renewable energy and utility reduction targets are assigned to the EVP of Operations and Supply Chain, while Diversity, Equity and Inclusion ("DEI") objectives are assigned to multiple members of the Perrigo Executive Leadership Team. Under the leadership of our Vice President of Sustainability and ESG, our ESG team is composed of experts responsible for steering the strategy, implementation, and reporting of our global ESG and sustainability initiatives, encompassing areas such as climate change, packaging and human rights. The Global Sustainability team maintains regular communication with internal and external stakeholders, gathering valuable perspectives that inform our strategies, program decisions, and focus. Reporting and Disclosures: We report our progress against our commitments and programs each year in our annual sustainability and ESG report. Over the last few years, we have a long history of environmentally soundadopted multiple frameworks to guide our efforts, including: •Sustainability Accounting Standards Board ("SASB") – Household and efficient operations, safePersonal Products Sector •The Carbon Disclosure Project ("CDP") •The Task Force on Climate-Related Financial Disclosures ("TFCD") Additional information about our sustainability efforts and healthy working conditions,commitments, including our annual sustainability report, our Sustainability and active participationAccounting Standards (SASB) Index, and Task Force on Climate-related Financial Disclosures (TCFD), can be found in the communities wheresustainability section of our website: www.Perrigo.com - Our Commitment to the Environment. References to reports and the website are for informational purposes only, and neither the sustainability report nor other information on our website is incorporated by reference herein.
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Environmental, Social & Governance (“ESG”)
Environmental, Social and Governance Highlights Since 2021, we are located. As reflectedrevitalized and continuously updated our environmental sustainability strategy, emphasizing three key pillars: climate and operations, plastics and packaging, and our supply chain. This realignment ensures a sharper focus and greater alignment with global standards and the growing array of customer sustainability programs. Climate & Energy: In 2021, we committed to attain net-zero carbon emissions by 2040. Recognizing the challenges this goal presents in a manufacturing environment, we pledged to reduce our own emissions by 42% by 2030. Additionally, we aim to transition to 100% renewable energy in our Corporate Social Responsibility Commitment Statement, we remain committed to: | · | | Helping consumers access safe, effective and affordable healthcare products; |
| · | | Strong corporate governance; |
| · | | Complying with regulatory and legal requirements; |
| · | | Demonstrating environmental stewardship; |
| · | | Continuously improving packaging sustainability; |
| · | | Protecting human rights of our global employees and challenging our partners to do the same; |
| · | | Diversity of thought, experience and perspective; |
| · | | Providing a safe and healthy work environment for our employees; and |
| · | | Establishing effective community partnerships. |
Through these efforts, we strive to minimize our impact on the environment, drive responsible business practices, and ensure the welfareown operations by 2026. In 2022, over 9% of our employeestotal electricity usage came from renewable sources and their families, and we secured multiple new agreements that took effect in calendar year 2023.
Water Stewardship: We are measuring our impacts in the areas where our influence is the greatest—the communities in which we operate nowoperate. In 2022, we withdrew 291 million gallons of fresh water for our manufacturing sites. Approximately 3% of these came from regions considered high-water stress by the World Resource Institute. Packaging: We are promoting a circular economy. As a fast-moving consumer goods company, packaging is core to our business and intoour products. We have set goals to improve consumer recyclability, increase recycled content and reduce packaging material usage through design innovations.In 2023, our executive ESG goal was to reduce at least 368 metric tons of virgin packaging in the future. year and we exceeded this goal with 452 metric tons of reduction. Human Rights: We are committed to the fight against modern slavery, child labor, unsafe working conditions and any other form of human rights abuse. We maintain a robust set of ethical standards that apply to all employees of Perrigo globally, as well as any contractors, suppliers, and other third parties doing business on our behalf. In 2022, we conducted more than 170 third-party ethical and social audits, 50 supplier visits and 120 formal self-assessments of our sites and suppliers within the supply chain. People & Communities: As a philanthropic leader in the community, we are dedicated to cultivating a culture that makes lives better, not just through our products but also through our actions. We firmly believe that community engagement not only directly benefits our associates but also contributes to building morale. In 2022, our contributions amounted to a total of $5.1 million in cash and products worldwide. Our primary initiatives centered on supporting employees in Ukraine and providing disaster relief for Hurricane Ian. For more information regardingdetails, see the Sustainability and ESG report available on www.Perrigo.com. The next Sustainability and ESG report will be published mid-year and will cover the performance data for calendar year 2023.
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| PERRIGO• 2024 PROXY STATEMENT |
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Environmental, Social & Governance (“ESG”)
Building a Winning Culture through Belonging
Where all colleagues feel welcomed, valued, respected, and heard, and part of a thriving global community. In early 2023, Perrigo created our Corporatenext 3-year strategy and introduced the concept of belonging to the organization. Belonging is considered by many to be one of the most effective DEI measures, sitting at the intersection of DEI and engagement. Higher levels of belonging lead to significant increases in engagement, satisfaction, performance, how we handle adversity, well-being and more. We believe that building a winning culture through belonging helps us do our best work for ourselves, each other, and the consumers we serve.
2023 Strategy Focused Action Examples: | | | | Strategy Focus | Build Inclusive Mindsets | Manage Talent Equitably | Enable Leaders & Embed Accountability
| Intended Outcome (long-term) | All colleagues clearly understand what a culture of belonging looks like and can recognize characteristics within their own team.
| All colleagues can thrive because our talent systems & processes drive decisions and achieve results that are equitable. | All leaders clearly understand how to utilize DEI as a lens to make strategic decisions that influence belonging. | Action Examples | Belonging campaign •Defined belonging & educated workforce •Introduced “Everyday Actions to Build Belonging” •Leader discussion guides & FAQs •“About Me” Belonging profiles •Microaggressions & microaffirmations workshop | Engagement survey •Implemented improved engagement survey tool & process •Measured 6 DEI categories: Belonging, Collaboration, Recognition, Inclusion, Speak My Mind, & Diversity Commitment •Identified baseline & designed improvement action plans | Conversations That Matter •Connected DEI to Perrigo’s Culture Framework •Provided leaders 7 goals related to DEI in 2023 in the form of “Conversations That Matter” •Example goal – Everyone on your team knows how we define inclusion and understands the behaviors that support it |
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| PERRIGO• 2024 PROXY STATEMENT |
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Environmental, Social & Governance (“ESG”)
Diversity Data: (From 2019 to Year End 2023)
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Independent Board Diversity
20%  50%* |
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Executive Leadership Team
9%  50%* |
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Global Female Leaders
41%  43% |
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Global Female Total
50%  48% |
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U.S. People of Color
19  24% |
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U.S. Veteran
3%  3% |
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U.S. Disability
4%  7% |
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Countries
35  33 |
* Reflects self-disclosed gender and/or race/ethnicity reporting
2024 Priorities:
| | | | Strategy Focus | Build Inclusive Mindsets | Manage Talent Equitably | Enable Leaders & Embed Accountability
| Intended Outcome (long-term) | All colleagues clearly understand what a culture of belonging looks like and can recognize characteristics within their own team.
| All colleagues can thrive because our talent systems & processes drive decisions and achieve results that are equitable. | All leaders clearly understand how to utilize DEI as a lens to make strategic decisions that influence belonging. | Priority Focus:
| Partner with leaders to further implement drivers of increased belonging and greater cultural competency. Prioritize teams with below benchmark belonging scores. | Adding new methods and processes to source and select best-in-class talent that enables us to serve all consumers. Train Talent Acquisition and Leaders on improved selection.
| Conduct focus groups to understand what drives retention for Perrigo. Partner with leaders to influence belonging and retention actions. Improve exit interview process. | Success Measure:
| Business Unit and Team scores against benchmark levels as reported by Engagement survey partner and belonging score increases by 2%. | Increase in applicant flow of talent from historically underrepresented U.S communities leading to increased representation of underrepresented communities.
| Increase retention of colleagues that identify with historically underrepresented U.S. communities. |
| | TOGETHER, we make lives better! | 
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| PERRIGO• 2024 PROXY STATEMENT |
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Environmental, Social & Governance (“ESG”)
Human Capital Management Perrigo has updated its vision, "To Provide the Best Self-Care for Everyone" and its purpose to "Make lives Better Through Trusted Health and Wellness Solutions, Accessible to All". We are passionate about making lives better. At Perrigo, we believe that the continuous personal and professional development of our people is an important component of our ability to attract, retain, and motivate top talent, which are all important aspects of our self-care strategy. Our global workforce consists of more than 9,100 full time and part time employees spread across 33 countries, of which approximately 20% were covered by collective agreements as of December 31, 2023. We continuously endeavor to provide a diverse, inclusive, and safe work environment so our colleagues can bring their best to work, every day. Each of us is responsible for upholding Perrigo’s Core Values – Integrity, Respect, Responsibility, and Curiosity and our Culture Framework.
Total Rewards Our Total Rewards philosophy is to continuously attract, engage and inspire our People by designing Total Rewards that reinforce Belonging at Perrigo and align with our Values and Winning Culture, helping to fulfill Perrigo's Vision. Our total rewards package delivers competitive pay, cash-based incentives, broad-based stock grants, retirement benefits, leading healthcare, paid time off, and on-site services, amongst other benefits. Well-being
Perrigo is pleased to offer all colleagues and their household members well-being programs including mindfulness training, life coaching, free counseling services, legal & financial guidance and referrals, education resources and more. We continue to enhance our global well-being offering to include a global Employee Assistance Program (“EAP”) to further empower the emotional self-care and well-being of our people and their families at no cost to them. The EAP focuses on providing resources and professional support in the areas of physical, emotional, financial, work-life, community, and educational well-being.
Additionally, we are proud to continue our “HEALTHYyou” well-being program please visitthat supports our websitecolleagues and their families in maintaining and improving their health as they navigate their own self-care and well-being journeys. This program is highly valued by our colleagues, and it continues to be recognized externally by receiving the “Best and Brightest in Wellness™ Award every year since 2017. Health & Safety
Perrigo’s commitment to self-care starts with our own team. Protecting our people on the job is imperative. From our aggressive safety goals to our behavior-based Perrigo Auditing Safety System (“PASS”) observations program, our programs are some of the most robust and transparent in the industry. We work hard to exceed regulations, ensure our employees are well-trained and foster safe workplace environments. Doing so allows us to continuously deliver high-quality self-care products to our customers and consumers. Growth
We are committed to engaging our colleagues and to fostering a belonging culture, where our people feel enabled to contribute their best to Perrigo’s self-care vision. This includes initiatives supporting overall job satisfaction and personal and professional skill development.
Our development philosophy focuses on a 70-20-10 approach, which provides a practical, blended framework for learning to support individual long-term success (where individuals obtain 70% of their knowledge from job-related experiences, 20% from interactions with others, and 10% from formal educational events).
The primary means of learning and development of our colleagues is through meaningful and challenging work. We have a robust process for identifying talent and matching them with opportunities to stretch through our talent review process.
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| PERRIGO• 2024 PROXY STATEMENT |
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Environmental, Social & Governance (“ESG”)
We continue to develop a healthy pipeline of diverse internal talent to progress through the organization and have healthy rates of retention. These are strong indicators of our ability to grow capability internally.
Personal development and learning are guided by ongoing conversations and feedback as part of our performance management philosophy. Our leaders are encouraged to hold regular career development conversations with our colleagues and support them to find job related experiences to help them get one step closer to reaching their potential. Our approach resulted in 935 promotions in 2023. Additionally, 360 people made lateral moves to grow their career experience. Continuous Learning
We start this process with our new colleagues who are all given a structured orientation and onboarding for faster integration. We also empower colleagues to take control of their own development by providing access to our GROWyou personal development curriculum. We expanded access to personal and professional skill development by continuing to partner with LinkedIn Learning. This platform supplements our curriculum by offering colleagues 24/7 access to over 18,000 on-demand self-study courses. Growing our colleagues through ongoing challenging work opportunities and feedback relies on continually improving the quality of our leadership. We continue to improve our ability to identify our future leaders and provide development for them through our Leadership in Action development program. Last year 72 leaders completed the program.
We also piloted the first two of our suite of leadership development programs in 2023 - Aspire for aspiring leaders and Impact for first time leaders. 190 colleagues participated in the pilot programs in 2023. Engagement Perrigo regularly conducts global engagement surveys to gather feedback from colleagues to identify strengths and opportunities within our culture. Additionally, we use a variety of channels to facilitate open and direct communication, including regular open forums and town hall meetings with our executive leadership team. In 2023 we introduced a new survey program where we routinely track six topics, Growth, Belonging, Well-Being, Purpose, Empowerment and Clarity. In addition, we track an overall measure of engagement "eSat" which stands for engagement and satisfaction Score. eSat scores range from 0 (worst) to 100 (best), with 50 being the middle, and reflect the average response to the question: “How happy are you working at https://www.perrigo.com/believe/responsibility.aspx.your company?”. This question has proven to have the highest correlation with the drivers of engagement, along with outcomes such as retention and productivity. The eSat question is asked with every engagement survey so that engagement can be tracked continually. Our eSat score in 2023 was 70.
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| PERRIGO• 2024 PROXY STATEMENT |
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| Board of Directors and Committees |
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Board of Directors and Committees Perrigo’s Board of Directors met 256 times during 2017.The2023. The Board of Directors has standing Audit, RemunerationTalent & Compensation and Nominating & Governance Committees, and there waswere a total of 4020 formal committee meetings during 2017.2023. Each director attended at least 75% of the regularly scheduled and special meetings of the Board and Board committees on which he or she served during 2017.2023. We encourage all of our directors to attend our annual general meetings, and all directors then serving participated in the AGM in 2017.2023. The Board has adopted a charter for each of the Audit, RemunerationTalent & Compensation and Nominating & Governance Committees that specifies the composition and responsibilities of each committee. Copies of the charters are available on our website (http://www.perrigo.com)(www.Perrigo.com) under Investors – Corporate Governance – Committees and are available in print to shareholders upon request to our Company Secretary, Todd W. Kingma, TreasuryKyle L. Hanson, Sharp Building, Lower Grand Canal Street,Hogan Place, Dublin 2, D02 TY74, Ireland, orGeneralMeeting@perrigo.com. GeneralMeeting@perrigo.com. Audit Committee During 2017,2023, the Audit Committee met16times.met 7 times. The Audit Committee currently consists of the following independent directors: Donal O’Connor (Chair), Rolf A. ClassonKatherine C. Doyle and Geoffrey M. Parker. The Audit Committee monitors our accounting and financial reporting principles, and policies and our internal controls and procedures.controls. It is directly responsible for the compensation and oversight of the work of the independent registered public accounting firm in the preparation and issuance of audit reports and related work, including the resolution of any disagreements between management and the independent registered public accounting firm regarding financial reporting. It is also responsible for overseeing the work of our internal audit function. Additional information on the committee and its activities is set forth in the Audit Committee Report on page 45.61. As noted above, one of the Audit Committee’s responsibilities is to oversee the Company’s internal control over financial reporting. During 2016, management identified several material weaknesses in our internal controls over financial reporting and, as discussed in our Annual Report on Form10-K for fiscal 2017, determined the weaknesses related to our income tax accounting processes continued to exist as of December 31, 2017. Since identifying thesecontrol deficiencies in 2016, with the oversight of the Audit Committee, we have evaluated the internal controls around our income tax processes and taken significant steps to remediate the deficiencies by redesigning our controls. For example, we have significantly strengthened our tax organization and designed a suite of controls related to the components of our income tax process to enhance our management review controls over income taxes. We believe our remediation efforts will strengthen our internal control over financial reporting and remediate the identified material weaknesses, but because many of our controls operated for the first time at December 31, 2017, we need to demonstrate consistent operating effectiveness over a number of quarterly periods.
The Board of Directors has determined that each member of the Audit Committee (1) meets the audit committee independence requirements of the NYSE listing standards and the rules and regulations of the SEC and (2) is able to read and understand fundamental financial statements, as required by the NYSE listing standards. The Board has also determined that Donal O’Connor, Rolf A. Classon,Katherine C. Doyle and Geoffrey M. Parker have the requisite attributes of an “audit committee financial expert”“Audit Committee Financial Expert” under the SEC’s rules and that such attributes were acquired through relevant education and work experience. RemunerationTalent & Compensation Committee
During 2017,2023, the RemunerationTalent & Compensation Committee (“TCC”) met 127 times. The Remuneration CommitteeTCC currently consists of the following independent directors: Jeffrey B. Kindler (Chair), Bradley A. Alford, Erica L. Mann and Theodore R. Samuels.Albert A. Manzone. The Remuneration CommitteeTCC reviews and recommends to the Board compensation arrangements for the CEO andnon-employee directors. It also reviews and approves the annual compensation for executive officers, including salaries, bonusesannual incentives, and long-term incentive compensation. The TCC administers Perrigo’s annual incentive and equity compensation, and administers Perrigo’slong-term incentive and other long-term employee compensation plans. The Remuneration CommitteeTCC also reviews and makemakes recommendations to the Board regarding corporate culture, diversity, equity, and diversity initiatives and issues.inclusion initiatives. In response to investor feedback and following a comprehensive search process, for fiscal 2017, the Remuneration CommitteeThe TCC engaged FWFrederic W. Cook & Company, Inc. (“FW Cook”) as its independent consultant to provide a freshindependent, outside perspective and consulting services on Perrigo’s executive compensation program and to assistnon-employee director programs. Additionally, FW Cook assists the CommitteeTCC in considering and analyzing market practices, and trends, as well asand management’s compensation recommendations. Perrigo did not retain FW Cook to perform any other compensation-related or consulting services for the Company. In addition, in February 2017, the Board appointed Jeffrey B. Kindler as the new Chair of the Remuneration Committee, bringing further insights and perspective to Perrigo’s program. Interactions between FW Cook and management were generally limited to discussions on
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| PERRIGO• 2024 PROXY STATEMENT |
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Board of Directors and Committees
behalf of the CommitteeTCC or as required to compile information at the Committee’sTCC’s direction. Based on these factors, its own evaluation of FW Cook’s independence pursuant to the requirements approved and adopted by the SEC and the NYSE, and information provided by FW Cook, the CommitteeTCC has determined that the work performed by FW Cook did not raise any conflicts of interest. Additional information regarding the processes and procedures of the Remuneration CommitteeTCC is presented in the Compensation Discussion and Analysis, beginning on page 14.21. Nominating & Governance Committee During 2017,2023, the Nominating & Governance Committee met 12formally 6 times. In addition, members of the Nominating & Governance Committee met together with advisors regularly in connection with board refreshment, management succession, and self-assessment planning activities. The Nominating & Governance Committee currently consists of the following independent directors: JeffreyAdriana Karaboutis (Chair), Orlando D. Ashford, Katherine C. Smith (Chair), Gary M. CohenDoyle and Adriana Karaboutis.Donal O'Connor. The Nominating & Governance Committee identifies and recommends to the Board qualified director nominees. This committee also develops and recommends to the Board the Corporate Governance Guidelines applicable to Perrigo, leads the Board in its annual review of Board performance and makes recommendations to the Board with respect to the assignment of individual directors to various committees as well as succession planning. Board oversight of global cybersecurity and information security risk
The Nominating & Governance Committee also overseesmeets separately in advance of each regular Board meeting and makes recommendations towhen needed in the Board regarding Perrigo’s cybersecurity policies and practices as well as sustainability and environmental efforts. In February 2017, the Board appointed Jeffrey C. Smith as theevent of a specific cyber threat. The Chair of the Nominating & Governance Committee regularly reports out to the Board on key matters considered by the Committee.
The Nominating & Governance Committee routinely engages with relevant management on a range of cybersecurity-related topics, including the threat environment and vulnerability assessments, policies and practices, technology trends and regulatory developments from the Chief Information Officer (“CIO”) and Chief Information Security Officer (“CISO”). The Board is periodically briefed on related cybersecurity matters from other executives from Legal, Privacy, IT, and external experts related to breach management, external attestation of the company’s cyber practices and processes, and evolving cyber matters that may inform the company’s cyber strategy and approach. The Board of Directors is responsible for understanding and regularly reviewing the entity’s cyber risk management strategy and execution. The Board’s Nominating & Governance Committee, comprised solely of independent Directors, is charged with oversight of risks related to global cybersecurity and operational resiliency. The Board includes at least one member with cybersecurity and technology experience. As part of its objective, independent oversight of the key risks facing our company, the Board ensures that management is protecting the company’s data and systems, with a keen focus on global cybersecurity and information security risk which are critical components of our risk management program. We use a risk-based, “all threats” and “defense in depth” approach to identify, protect, detect, respond to and recover from cyber threats. Recognizing that no single technology, process or business control can effectively prevent or mitigate all risks, we employ multiple technologies, processes and controls, all working independently but as part of a cohesive strategy to minimize risk. This strategy is regularly tested by external parties through auditing, penetration testing, and other exercises designed to assess and test our cyber health, resiliency and the effectiveness of our program. •Management invests in organization capability and innovative technology to manage cybersecurity and information security risks. Our Company has information security employees across the globe, enabling us to monitor and promptly respond to threats and incidents, maintain oversight of third parties, evaluate and deploy cyber technologies, and ensure associates are educated and prepared to address shared cybersecurity risks. Overall information security efforts are led by the CIO, the CISO and Senior Information Technology Executives. •We have a formalized breach management protocol that utilizes a cross-functional team to address global cybersecurity efforts that includes partnership with Legal, Risk, our CFO, IT&S Strategy and Business
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| PERRIGO• 2024 PROXY STATEMENT |
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Board of Directors and Committees
Partnering and Enterprise HR which lead matters when they occur. This collaborative approach, working with a wide range of key stakeholders to manage risk, allows us to effectively share and respond to threat intelligence. In the event of a specific cybersecurity threat or incident, management is notified in accordance with established escalation procedures. If appropriate, management then notifies the Nominating & Governance Committee, which may meet to describe the cybersecurity threat or incident before reporting out to the Board regarding the matter. We use forensic and other key third party service providers to assist the Company with its response in the event of a cybersecurity incident. •We emphasize security and resiliency through business assurance capabilities and incident response plans designed to identify, evaluate, and remediate incidents when they occur. We regularly review and update our plans, policies and technologies and conduct regular training exercises and crisis management preparedness activities to test their effectiveness. •We have implemented an information and cybersecurity awareness program designed to educate and test employee maturity at least annually, and regularly throughout the year regarding phishing and other threat actor schemes, and about the inherent risks involved in human interaction with information and operational technology. •Our global cybersecurity program increasingly leverages intelligence sharing capabilities about emerging threats within the Consumer Packaged Goods sector, across other industries, with specialized vendors, industry groups, and through public-private partnerships with government intelligence agencies. Such intelligence allows us to better detect and work to prevent emerging cyber threats before they materialize. These external resources are overseen by the Senior Information Technology Executive. •The Company’s cybersecurity policies, standards and processes are designed and implemented in light of the requirements of the National Institute of Standards and Technology (NIST) frameworks for cybersecurity and privacy. •Our strategy to identify, assess, protect, detect, respond to and recover from cybersecurity threats is regularly tested by external parties through auditing, penetration testing, and other exercises designed to assess and test our cybersecurity health, resiliency and the effectiveness of our program. Executive Sessions of Independent Directors The independent members of the Board of Directors hold regularly scheduled meetings in executive session without management, and they also meet in executive session with the CEO on a regular basis. Board and Committee Self-Assessments The Board and the Audit, RemunerationTalent & Compensation and Nominating & Governance Committees have historically followed a three-year cycle for conducting board and committee self-assessments. Year 1 assessments were conducted withannual self-assessments, either through the use of extensive internal questionnaires; Year 2 assessments were conducted by aquestionnaires or third party; and Year 3 assessments were conducted with abbreviated internal questionnaires. Going forward the Board expects to rely on third parties to conduct the annual self-assessments.parties. Through this process, directors evaluate the composition, effectiveness, processes and skills of the Board and individual Committees and identify areas that may merit further focus or consideration. The results of the assessments are reviewed and discussed by members of the Nominating & Governance Committee, which then reports to and leads a discussion with the full Board. Shareholder Communications with Directors Shareholders and other interested parties may communicate with any of our directors or with the independent directors as a group by writing to them in care of our Company Secretary, Todd W. Kingma,Kyle L. Hanson, at TreasurySharp Building, Lower Grand Canal Street,Hogan Place, Dublin 2, D02 TY74, Ireland. Relevant communications will be distributed to the appropriate directors depending on the facts and circumstances outlined in the communication. In accordance with the policy adopted by our independent directors, any communications that allege or report significant or material fiscal improprieties or complaints about internal accounting controls or other accounting or auditing matters will be immediately sent to the Chair of the Audit Committee and, after consultation with the Chair, may be sent to the other members of the Audit Committee. In addition, the Chairman of the Board will be advised promptly of any communications that allege misconduct on the part of Perrigo management or 3thatthat raise legal or ethical concerns about Perrigo’s practices or compliance concerns about Perrigo’s policies. The General
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| PERRIGO• 2024 PROXY STATEMENT |
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Board of Directors and Committees
Counsel maintains a log of all such communications, which is available for review by any Board member upon his or her request. Director Nominations The Nominating & Governance Committee is responsible for screening and recommending candidates for service as a director and considering recommendations offered by shareholders in accordance with our Articles of Association. The Board as a whole is responsible for approving nominees. The Nominating & Governance Committee recommends individuals as director nominees based on various criteria, including their business and professional background, integrity, diversity, understanding of our business, demonstrated ability to make independent analytical inquiries and the willingness and ability to devote the necessary time to Board and committee duties. A director’s qualifications in meeting these criteria are considered at least each time the director is recommended for Board membership. Should a new director be needed to satisfy specific criteria or to fill a vacancy, the Nominating & Governance Committee will initiate a search for potential director nominees, and it will seek input from other Board members, including the CEO and Chairman of the Board, as well as any senior management and anyor outside advisers retained to assistassisting in identifying and evaluating candidates. With respect to the proposal to elect directors at this AGM, the Nominating & Governance Committee recommended to the Board that it waive the director age limit for Mr. Classon, who joined our Board in May 2017. The Committee and Board approved this waiver as being in the best interest of the Company given the substantial board refreshment in 2017, theon-boarding of a new CEO since January 2018, and Mr. Classon’s outstanding service and experience that continues to benefit the Board.
Shareholders may nominate candidates for consideration at an annual general meeting by following the process described in the Articles of Association and summarized in this proxy statement under “Voting Information – How do I submit a shareholder proposal or director nomination for the next AGM?” Upon a change in a director’s job responsibility, including retirement, our Corporate Governance Guidelines require the director to tender his or her resignation from the Board. The Nominating & Governance Committee will consider the change in circumstance and make a recommendation to the Board to accept or reject the offer of resignation. Proxy Access In July 2017, upon the recommendation of our Board, our shareholders overwhelmingly approved amending our Articles of Association to implement proxy access. Proxy access has been a part of Perrigo since 2017 and allows eligible shareholders to include their own director nominees in Perrigo’s proxy materials along with the candidates nominated by the Board. This right is summarized in this proxy statement under “Voting Information – How do I use proxy access to nominate a director candidate for the next AGM?”
Board Refreshment TheAs set out within the 'Director Nominations' section, the Board is committed to thoughtful board refreshment and ongoing board succession planning. During 2016 and 2017, seven new independent directors were addedAlbert A. Manzone was appointed to our Board. the board in July 2022. Patrick Lockwood-Taylor was appointed to the Board in July 2023, following his appointment as President & CEO. Julia M. Brown was appointed to the Board in November 2023.
As of the date of the AGM, the average tenure of ournon-employee directors will be approximately four5 years. Mr. Roehrhoff was appointed as a director upon his appointment as our President and Chief Executive Officer in January 2018 following John T. Hendrickson’s resignation from these positions. Stock Ownership Under our Corporate Governance Guidelines, each director who is not a Perrigo employee is required to attain stock ownership at a level equal to six times his or hertheir annual cash retainer.Non-employee directors are subject to the same definition of stock ownership and retention requirements as executive officers, theofficers. The details of whichthe Stock Ownership Guidelines (“SOGs”) are described in the Compensation Discussion and Analysis – Other Policies, Practices and Guidelines – Executive Stock Ownership Guidelines section, on page 28.37. All of ournon-employee directors and named executive officers are in compliance with these guidelines.guidelines, either by satisfying applicable ownership levels or complying with the retention requirements.
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| PERRIGO• 2024 PROXY STATEMENT |
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| Certain Relationships and Related-Party Transactions |
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Certain Relationships and Related-Party Transactions Our Code of Conduct precludes our directors, officers and employees from engaging in any type of activity, such as related-party transactions, that might create an actual or perceived conflict of interest. In addition, our Board of Directors adopted a Related-Party Transaction Policy that requires that all covered related-party transactions be approved or ratified by the Nominating & Governance Committee. Under that policy, each executive officer, director or director nominee must promptly notify the Chair of the Nominating & Governance Committee and our General Counsel in writing of any actual or prospective related-party transaction covered by the policy. The Nominating & Governance Committee, with input from our Legal Department, reviews the relevant facts and approves or disapproves the transaction. In reaching its decision, the Nominating & Governance Committee considers the factors outlined in the policy, a copy of which is available on our website (http://www.perrigo.com)(www.Perrigo.com) under the heading Investors – Corporate Governance – Related-Party Transaction Policy. In addition, on an annual basis, each director and executive officer completes a Directors’directors’ and Officers’ Questionnaireofficers’ questionnaire that requires disclosure of any transactions with Perrigo in which he or she, or any member of his or her immediate family, has a direct or indirect material interest in Perrigo. The Nominating & Governance Committee reviews the information provided in response to these questionnaires. Related-party transactions sinceBased on its review of applicable materials, the beginning of 2017 are described below. Each of the transactions was reviewed and approved in accordance with our policy. The Nominating & Governance Committee has determined that the terms of these transactionsthere are no less favorable to us than would be the case with an unrelated third party.transactions that require disclosure in this proxy statement.
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| PERRIGO• 2024 PROXY STATEMENT |
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Agreement with Starboard Value LP
On February 6, 2017, we entered into an agreement with Starboard (the “Starboard Agreement”), which was intended to define the ongoing relationship between Perrigo and Starboard in its capacity as a significant shareholder. As of February 6, 2017, Starboard beneficially owned approximately 6.7% of Perrigo’s outstanding ordinary shares. Pursuant to the Starboard Agreement, we (i) accepted the resignation of Michael J. Jandernoa, Gerald K. Kunkle, Jr., Herman Morris, Jr. and Shlomo Yanai from the Perrigo board of directors, and (ii) appointed Jeffrey C. Smith of Starboard and two other independent directors, Bradley A. Alford and Jeffrey B. Kindler, to the Board to fill three of the resultant vacancies. Pursuant to the Starboard Agreement, Starboard had the right to recommend to the Board two additional nominees to serve as independent directors. Upon Starboard’s recommendation, on May 2, 2017, the Board appointed Adriana Karaboutis and Rolf A. Classon as directors and accepted the resignation of Ellen R. Hoffing effective upon Ms. Karaboutis’ and Mr. Classon’s appointments.
With respect to the 2017 AGM, Starboard agreed to, among other things, vote in favor of Perrigo’s director nominees and, subject to certain conditions, vote in accordance with the Board’s recommendation on all other proposals. Starboard also agreed not to submit director nominations or proposals at the 2017 AGM. In addition, we agreed to nominate Messrs. Alford, Kindler, Smith, and Classon as well as Ms. Karaboutis forre-election at the AGM.
Under the terms of the Starboard Agreement, until the earlier of (i) 15 business days prior to the deadline for the submission of shareholder nominations for the 2018 AGM and (ii) the date that is 100 days prior to the first anniversary of the AGM, Starboard agreed not to, among other things: (a) solicit proxies; (b) join any “group” or voting arrangement; (c) propose certain extraordinary transactions or encourage third parties to do so; (d) call or seek to call an extraordinary general meeting of Perrigo’s shareholders; (e) seek board representation other than as provided in the Starboard Agreement; or (f) influence third parties with respect to the voting or disposition of Perrigo ordinary shares. Starboard also agreed to customary confidentiality restrictions.
The Starboard Agreement expired in February 2018.
Director Compensation The RemunerationTalent & Compensation Committee reviews and makes a recommendation to the Board regardingnon-employee director compensation. In determining the level and mix of compensation fornon-employee directors, the RemunerationTalent & Compensation Committee considers our executive compensation peer group and other market data, practices and trends as well as information and analyses provided by FW Cook, its independent consultant. In 2017, all2023, there were no changes to the level and mix of compensation for non-employee directors. All of ournon-employee directors were paid an annual cash retainer, and a supplemental annual cash retainer was also paid to committee chairs, the Chairman, andnon-chair committee members all as described below.
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| Chairman Annual Cash Retainer: | | $150,000 | (in lieu of director retainer) |
| | | $150,000 |
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| Director Annual Cash Retainer |
| $75,000 | | |
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| Committee Member Retainer: |
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| Audit
| | $12,500
| RemunerationAudit
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| $12,500 |
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| Talent & Compensation |
| $12,500 |
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| Nominating & Governance |
| $8,000 | | |
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| Committee Chair Retainer: | | | (in lieu of member retainer) |
|
| Audit
| | $25,000
| RemunerationAudit
|
| $25,000 |
|
| Talent & Compensation |
| $25,000 |
|
| Nominating & Governance |
| $16,000 |
For 2017,2023, our Chairman of the Board and othernon-employee directors received annual equity awards in the form of restricted stock units having a value of approximately $375,000 and $300,000, respectively. These awards vest on the earlier of one year from the grant date or the date of the next AGM, and are intended to directly link an elementthe majority of director compensation to shareholders’ interests. To better align with market and peer practices, we eliminated ournon-employee director travel stipend of $10,000 per international trip in June 2017. We also eliminated the $1,000 per day stipend for activities requiring travel in furtherance of Board or Perrigo business (other than to and from regularly scheduled Board and committee meetings).
Directors who are Perrigo employees receive no compensation for their servicesservice as directors.
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| PERRIGO• 2024 PROXY STATEMENT |
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The following table summarizes the 20172023 compensation of ournon-employee directors who served during the year. Director Compensation
| | | | | | | | | | | | | | | Name | | Fees Earned or
Paid in Cash ($) | | Stock
Awards ($) 1 | | Option
Awards ($) 2 | | All Other
Compensation | | | Total ($) | | Laurie Brlas | | 174,233 | | 375,000 | | - | | | - | | | | 549,233 | | Gary M. Cohen | | 103,762 | | 300,000 | | - | | | - | | | | 403,762 | | Donal O’Connor | | 113,000 | | 300,000 | | - | | | - | | | | 413,000 | | Geoffrey Parker | | 124,724 | | 401,096 | | - | | | - | | | | 525,820 | | Michael J. Jandernoa3 | | 18,750 | | - | | - | | | - | | | | 18,750 | | Gerald K. Kunkle, Jr.3 | | 25,000 | | - | | - | | | - | | | | 25,000 | | Herman Morris, Jr.3 | | 31,875 | | - | | - | | | - | | | | 31,875 | | Shlomo Yanai3 | | 23,875 | | - | | - | | | - | | | | 23,875 | | Ellen R. Hoffing 4 | | 37,298 | | - | | - | | | - | | | | 37,298 | | Theodore R. Samuels5 | | 75,616 | | 368,155 | | - | | | - | | | | 443,771 | | Jeffrey C. Smith6 | | 102,937 | | 371,507 | | - | | | - | | | | 474,444 | | Bradley A. Alford6 | | 94,529 | | 371,507 | | - | | | - | | | | 466,036 | | Jeffrey B. Kindler6 | | 111,019 | | 371,507 | | - | | | - | | | | 482,526 | | Rolf Classon7 | | 55,144 | | 300,000 | | - | | | - | | | | 355,144 | | Adriana Karaboutis7 | | 68,134 | | 300,000 | | - | | | - | | | | 368,134 | |
| | | | | | | | | | Name | | Fees Earned or
Paid in Cash
($) | | Stock Awards
($) 1 | | Total
($) | O'Connor, Donal | | 105,304 | | | 299,992 | | | 405,296 | | Parker, Geoffrey M. | | 87,500 | | | 299,992 | | | 387,492 | | Samuels, Theodore 2 | | 32,771 | | | — | | | 32,771 | | Alford, Bradley A. | | 87,500 | | | 299,992 | | | 387,492 | | Kindler, Jeffrey B. | | 100,000 | | | 299,992 | | | 399,992 | | Karaboutis, Adriana | | 91,000 | | | 299,992 | | | 390,992 | | Mann, Erica L. | | 87,500 | | | 299,992 | | | 387,492 | | Doyle, Katherine C. | | 92,804 | | | 299,992 | | | 392,796 | | Ashford, Orlando D. | | 158,000 | | | 374,990 | | | 532,990 | | Manzone, Albert A. | | 87,500 | | | 299,992 | | | 387,492 | | Brown, Julia M. 3 | | 12,534 | | | — | | | 12,534 | |
1)Represents the grant date fair value of 4,2658,764 service-based restricted stock units granted to each non-employee director on June 6, 2017May 15, 2023, calculated in accordance with U.S. GAAP. As Chair of the Board, Laurie BrlasMr. Ashford received 5,33110,955 service-based restricted stock units. Geoffrey Parker and Theodore Samuels also received prorated grants of 1,437 and 969 service-based restricted stock units, respectively. Bradley Alford, Jeffrey Smith and Jeffrey Kindler also received a prorated grant of 1,017 service-based restricted stock units each. The shares vest one year after the grant date or at the AGM.date. The grant date fair value is based on $70.34 per share, the closing price of Perrigo Company plc ordinary shares on the NYSE on the grant date.date which was $34.23 per share for all directors. 2) During 2017, no stock options were granted tonon-employee directors.3)
Mr. Jandernoa, Mr. Kunkle, Mr. Morris and Mr. Yanai left the Board on February 6, 2017.4) Ms. HoffingSamuels left the Board on May 2, 2017.
5) Mr. Samuels was appointed to4, 2023.
3)Ms. Brown joined the Board on January 4, 2017.November 1, 2023.
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| PERRIGO• 2024 PROXY STATEMENT |
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6) Mr. Smith, Mr. Alford and Mr. Kindler were appointed to the Board on February 6, 2017.
7) Mr. Classon and Ms. Karaboutis were appointed to the Board on May 2, 2017.
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| Ownership of Perrigo Ordinary Shares |
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Ownership of Perrigo Ordinary Shares Directors, Nominees and Executive Officers The following table shows how many Perrigo ordinary shares the directors, nominees, and named executive officers, individually and collectively, beneficially owned as of March 6, 2018.4, 2024. The percent of class owned is based on 140,874,854 Perrigo ordinary shares outstanding as of that date. The named executive officers are the individuals listed in the Summary Compensation table on page 31.22. Beneficial ownership is a technical term broadly defined by the SEC to mean more than ownership in the usual sense. In general, beneficial ownership includes any shares a shareholder can vote or transfer and stock options and restricted stock units that are exercisablevested currently or become exercisablevested within 60 days. Except as otherwise noted, the shareholders named in this table have sole voting and investment power for all shares shown as beneficially owned by them.
| | | | | | | | | | | | | | | | | | | | Ordinary Shares
Beneficially Owned | | | Options
Exercisable
Within 60 Days of
Record Date | | | Total | | | Percent
of Class | | | | | | | Directors | | | | | | | | | | | | | | | | | Bradley A. Alford | | | 529 | | | | - | | | | - | | | | | | Laurie Brlas | | | 12,557 | | | | 7,225 | | | | 19,782 | | | | * | | Rolf A. Classon | | | - | | | | - | | | | - | | | | * | | Gary M. Cohen | | | 15,047 | | | | 10,278 | | | | 25,325 | | | | * | | Adriana Karaboutis | | | - | | | | - | | | | - | | | | * | | Jeffrey B. Kindler | | | 528 | | | | - | | | | - | | | | * | | Donal O’Connor | | | 4,376 | | | | - | | | | 4,376 | | | | * | | Geoffrey M. Parker | | | 3,662 | | | | - | | | | 3,662 | | | | * | | Theodore R. Samuels | | | 4,118 | | | | - | | | | 4,118 | | | | * | | Jeffrey C. Smith(1) | | | 6,027,863 | | | | - | | | | 6,027,863 | | | | 4.2 | % | Uwe Roehrhoff | | | 7,500 | | | | - | | | | 7,500 | | | | * | | | | | | | | Named Executive Officers Other Than Directors | | | | | | | | | | | | | | | | | Todd W. Kingma(2) | | | 18,681 | | | | 49,221 | | | | 67,902 | | | | * | | Sharon Kochan | | | 10,031 | | | | 23,134 | | | | 33,165 | | | | * | | Jeffrey R. Needham | | | 9,718 | | | | 17,245 | | | | 26,963 | | | | * | | John T. Hendrickson(3) | | | 18,610 | | | | 42,135 | | | | 60,745 | | | | * | | Ron Winowiecki | | | 3,439 | | | | 5,032 | | | | 8,471 | | | | * | | Judy L. Brown | | | - | | | | - | | | | - | | | | * | | | | | | | | Directors and Executive Officers as a Group (23 Persons) (4) | | | 6,155,084 | | | | 187,718 | | | | 6,342,802 | | | | 4.4 | % |
| | | | | | | | | | | | Ordinary Shares
Beneficially Owned | | Shares Acquirable Within 60
Days of Record Date(1) | | Total | | Percent
of Class | Director | | | | | | | | Bradley A. Alford | | 31,453 | | | 8,764 | | | 40,217 | | * | Orlando D. Ashford | | 10,037 | | | — | | | 10,037 | | * | Julia M. Brown | | — | | | — | | | — | | * | Katherine C. Doyle | | 10,406 | | | — | | | 10,406 | | * | Adriana Karaboutis | | 17,922 | | | — | | | 17,922 | | * | Jeffrey B. Kindler | | 18,450 | | | 8,764 | | | 27,214 | | * | Patrick Lockwood-Taylor | | 20,500 | | | — | | | 20,500 | | * | Erica L. Mann | | 12,901 | | | — | | | 12,901 | | * | Albert A. Manzone | | 2,848 | | | — | | | 2,848 | | * | Donal O'Connor (2) | | 22,128 | | | 8,764 | | | 30,892 | | * | Geoffrey M. Parker (3) | | 47,084 | | | — | | | 47,084 | | * | Named Executive Officers Other Than Directors | | | | | | | | Murray S. Kessler | | — | | | 217,655 | | | 217,655 | | * | Eduardo Bezerra | | 8,428 | | | 4,870 | | | 13,298 | | * | James Dillard III | | 25,130 | | | 27,546 | | | 52,676 | | * | Svend Andersen (4) | | 82,424 | | | 56,851 | | | 139,275 | | * | Kyle L. Hanson | | 8,766 | | | 3,518 | | | 12,284 | | * | Ronald Janish (5) | | 25,163 | | | 42,869 | | | 68,032 | | * | Directors and Executive Officers as a Group (20 Persons) (6) | | 279,338 | | | 240,907 | | | 520,245 | | 0.4% |
* Less than 1%. 1) Represents shares held by certain funds and managed accounts for which Starboard Value LP servesIncludes stock options that are exercisable within 60 days of the record date as manager or investment manager. Mr. Smith serveswell as a Managing Member, Chief Executive Officer, and Chief Investment Officerrestricted stock units that may vest within 60 days of Starboard Value LP. Mr. Smith has shared voting and shared dispositive power over Starboard’s shares.the record date. 2)Shares owned include 2,0001,198 shares in a retirement fund. 3)Shares owned include 25,879 shares in a revocable trust, of which Mr. Parker and his spouse are the trustees, and 5,500 shares in the Todd Kingma Charitable Remainder Uni-Trust.3) Geoffrey Parker Roth IRA.
4)Shares owned include 9,87913,683 shares owned indirectly via the Panel ApS, an entity wholly-owned by the John T. Hendrickson Trust, of which Mr. Hendrickson is the trustee.4) Andersen.
5)Shares owned include 4,972 shares in a retirement fund. 6)See footnotes 1 through 3.5. Includes directors and executive officers as of 4 March 6, 2016. Of these shares, 6,027,863 are beneficially owned indirectly by Jeffrey Smith.2024.
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| PERRIGO• 2024 PROXY STATEMENT |
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Ownership of Perrigo Ordinary Shares
Other Principal Shareholders The following table shows all shareholders other than directors, nominees and named executive officers that we know to be beneficial owners of more than 5% of Perrigo’s ordinary shares. The percent of class owned is based on 140,874,854Perrigo135,515,939 Perrigo ordinary shares outstanding as of March 6, 2018.4, 2024.
| | | | | | | | | Name and Address
of Beneficial Owner | | Ordinary Shares Beneficially Owned | | | Percent
of Class | | The Vanguard Group(1) 100 Vanguard Blvd. Malvern, PA 19355 | | | 14,389,268 | | | | 10.2 | % | | | | T. Rowe Price Associates, Inc.(2) 100 E. Pratt Street Baltimore, MD 21202 | | | 9,848,431 | | | | 7.0 | % | | | | Starboard Value LP(3) 777 Third Avenue, 18th Floor New York, NY 10055 | | | 9,641,425 | | | | 6.8 | % | | | | BlackRock Inc.(4) 55 East 52nd Street New York, NY 10055 | | | 8,613,825 | | | | 6.1 | % | | | | Franklin Resources, Inc.(5) One Franklin Parkway San Mateo, CA 94403 | | | 7,981,905 | | | | 5.7 | % |
| | | | | | | | | | | Name and Address of Beneficial Owner |
| Ordinary Shares Beneficially Owned |
| Percent of Class |
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| The Vanguard Group(1) 100 Vanguard Blvd. Malvern, PA 19355 |
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| 14,994,309 |
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| 11.07% |
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| BlackRock Inc.(2) 55 East 52nd Street New York, NY 10055 |
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| 13,342,622 |
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| 9.85% |
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(1)The Vanguard Group, Inc. has shared voting power with respect to 51,873 of the shares, sole dispositive power with respect to 14,798,290of the shares and shared dispositive power with respect to 196,019 of the shares. This information is based on a Schedule 13G/A filed with the SEC on February 13, 2024. (2)BlackRock, Inc. has sole voting power with respect to 12,525,460 of the shares and sole dispositive power with respect to 13,342,622 shares. This information is based on a Schedule 13G/A filed with the SEC on January 24, 2024.
| | 1) | The Vanguard Group, Inc. has sole voting power with respect to 181,320 of the shares, shared voting power with respect to 36,835 of the shares, shared dispositive power with respect to 215,329 of the shares and sole dispositive power with respect to 14,173,939 shares. This information is based on a Schedule 13G/A filed with the SEC on February 8, 2018.
| 2) | T. Rowe Price Associates, Inc. has sole voting power with respect to 3,300,309 of the shares and sole dispositive power with respect to all of the shares. This information is based on a Schedule 13G filed with the SEC on February 14, 2018. |
| 3) | Based on a Schedule 13D/A filed with the SEC on February 7, 2017, pursuant to which (a) each of Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP and Starboard Principal Co GP LLC reported sole voting and dispositive power with respect to 9,641,425 shares; (b) Starboard Value and Opportunity Master Fund Ltd reported sole voting and dispositive power with respect to 3,287,856 shares; (c) each of Starboard Value A LP and Starboard Value A GP LLC reported sole voting and dispositive power with respect 2,366,741 shares; (d) each of Starboard Leaders Kilo LLC and Starboard Leaders Fund LP, Value reported sole voting and dispositive power with respect to 2,001,138 shares; (e) Starboard Value and Opportunity S LLC reported sole voting and dispositive power with respect to 372,738 shares; (f) each of Starboard Leaders Select III LP and Starboard Leaders Select III GP LLC Value reported sole voting and dispositive power with respect 365,603 shares; (g) each of Starboard Value and Opportunity C LP, Starboard Value R LP and Starboard Value R GP LLC reported sole voting and dispositive power with respect to 209,418 shares; and (h) each of Jeffrey C. Smith, Mark R. Mitchell and Peter A. Feld reported shared voting and dispositive power with respect to 9,641,425 shares. |
| 4) | BlackRock Inc. has sole voting power with respect to 7,469,434 of the shares shared voting power with respect to none of the shares and sole dispositive power with respect to all of the shares. This information is based on a Schedule 13G/A filed with the SEC on January 30, 2018. |
| 5)
| Based on a Schedule 13G filed with the SEC on February 7, 2018 by Franklin Resources, Inc. (“FRI”), Charles B. Johnson and Rupert H. Johnson, Jr. These securities are beneficially owned by one or more open- orclosed-end investment companies or other managed accounts that are investment management clients of investment managers that are direct and indirect subsidiaries of FRI. Charles B. Johnson and Rupert H. Johnson, Jr. (the “Principal Stockholders”) each own in excess of 10% of the outstanding common stock of FRI and are the Principal Stockholders of FRI. FRI and the Principal Stockholders may be deemed to be, for purposes of Rule13d-3 under the Exchange Act, the beneficial owners of securities held by persons and entities for whom or for which FRI subsidiaries provide investment management services. However, FRI and the Principal Stockholders disclaim any pecuniary interest in and beneficial ownership of any of such securities. Pursuant to the Schedule 13G, (a) Templeton Global Advisors Limited has sole voting power over 4,814,830 shares, shared voting power over 2,248 shares, and sole dispositive power over 4,843,818 shares, (b) Franklin Advisers, Inc. has sole voting and dispositive power over
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| PERRIGO• 2024 PROXY STATEMENT |
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| 1,908,912 shares, (c) Franklin Templeton Investments Corp. has sole voting and dispositive power over 367,130 shares, (d) Franklin Templeton Investment Management Limited has sole voting power over 193,955 shares and sole dispositive power over 211,175 shares, (e) Templeton Investment Counsel, LLC has sole voting power over 170,313 shares and sole dispositive power over 321,266 shares, (f) Franklin Templeton Investments Australia Limited has sole voting and dispositive power over 91,380 shares, (g) Franklin Templeton Investments (Asia) Ltd. has sole voting and dispositive power over 33,120 shares, (h) Templeton Asset Management Ltd. has sole voting power over 19,528 shares and shared voting power over 34,310 shares, (i) K2/D&S Management Co., L.L.C. has sole voting power over 19,528 shares and sole dispositive power over 1,956 shares, and (j) Fiduciary Trust Company International has sole dispositive power over 300 shares.
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| Delinquent Section 16(a) Reports |
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Delinquent Section 16(a) Beneficial OwnershipReports Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires that Perrigo’s executive officers, directors and 10% shareholders file reports of ownership and changes of ownership of Perrigo ordinary shares with the SEC. Based on a review of copies of these reports provided to usfiled with the SEC and written representations from executive officers and directors, we believe that all filing requirements were met during 2017, except2023, such that the following transactionsthere were not reportedno delinquent reports in a timely manner: the exercise of 1,316 options to purchase ordinary shares by Mr. Paul Weninger; a sale of 201.73 ordinary shares and a purchase of 700 ordinary shares by Mr. John Wesolowski; the vesting of 623 restricted stock units for Mr. Thomas Farrington; and the vesting of 2,181 restricted stock units for Mr. John Hendrickson. Each of these transactions has since been reported. In addition, Mr. Weninger and Mr. Wesolowski each amended his timely filed Form 3 to reflect ordinary shares omitted from the original filing.2023.
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| PERRIGO• 2024 PROXY STATEMENT |
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Executive Compensation Compensation Discussion and Analysis Introduction After completing its transformation to a pure play consumer self-care company in 2022, Perrigo progressed its self-care journey in 2023. The Company has refined its strategy to focus on 1) delivering consumer-preferred brands and innovation, 2) driving category growth with our consumers, 3) powering our business with our world-class, quality assured supply chain, and 4) evolving to a single operating model across business lines and geographies. The goal is to deliver sustainable, value accretive growth by ‘consumerizing’, simplifying and scaling the organization, while earning a top-tier total shareholder return. 2017 continued
In addition to these strategic advancements, the Company maintained its financial momentum in 2023 by 1) achieving record net sales from continuing operations, 2) delivering double-digit gross profit, operating income and EPS improvement year-over-year, and 3) expanding year-over-year and sequential gross and operating margins every quarter during the year. These successes were achieved despite the evolving U.S. regulatory environment within the infant formula industry, which impacted our infant formula business during the year.
1.See Exhibit A for reconciliation of Adjusted (non-GAAP) to Reported (GAAP).
Other strategic highlights include: •Launched our three-year plan, including 2025 financial targets, at the Company’s Investor Day. •Launched and progressed ‘One Perrigo’ through the introduction of our North America Perrigo Business Services organization, the implementation of a central finance solution, and the realignment of our finance and information technology organizations. •We initiated and progressed ‘Strategic Sprints’ to help us determine where to compete and how to win – category by category, brand by brand, country by country. •Completed ahead of schedule the implementation of enterprise resource planning order-to-cash of Nestle’s Gateway infant formula facility and U.S. & Canadian Good Start® Brands. •Achieved $30 million in adjusted operating income synergies related to the HRA Pharma acquisition and remain on track to fully capture an estimated $55 million by the end of 2024. •Completed 21 distributor transitions related to the HRA Pharma acquisition, which will enable the company to capture synergies and enhance margins in the CSCI business. •Progressed our Supply Chain Reinvention program and achieved $43 million in net benefits during the year. •Successfully refinanced $300 million of our December 2024 notes at a favorable interest rate. •Settled three tax overhangs, reducing potential company exposure by approximately $200 million. •Increased the Company’s quarterly dividend to $0.273 per share, or $1.09 per share on an annual basis, a 5% increase from the prior year. This dividend increase marks the 20th consecutive year Perrigo has increased its dividend.
Other commercial and business highlights: •Received final approval from the U.S. Food and Drug Administration ("FDA") and launched our store brand version of acetaminophen and ibuprofen tablets, 250 mg/125 mg.
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| PERRIGO• 2024 PROXY STATEMENT |
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•Received final approval from the FDA and launched our nicotine coated mint lozenges, 2 mg and 4 mg. •Announced that FDA’s Nonprescription Drugs Advisory Committee and the Obstetrics, Reproductive, and Urologic Drugs Advisory Committee voted unanimously 17 to 0, with no abstentions, that the benefits of making Opill® available for OTC use outweighs the risks. •Received FDA approval for Opill® for OTC use with no age restriction, making Opill® the first ever birth control pill available over the counter in the United States. •Launched Compeed® Anti-Spots Cleansing Patch in more than 14 markets outside the U.S. •Perrigo e-commerce net sales increased 22% compared to the prior year; e-commerce accounts for approximately 12% of Perrigo net sales. •Reduced solid waste by over 452 metric tons. •Introduced our first 100% recycled cartons in the U.S.
Other financial highlights of fiscal year 2023 results from continuing operations include: •Reported net sales were a record $4.7 billion, an increase of $204 million, or 5%, compared to the prior year. •Organic net sales increased 2% compared to the prior year. •Adjusted gross profit increased $196 million to $1.8 billion, higher by 12% compared to the prior year. •Adjusted gross margin of 38.8% expanded 260 basis points compared to the prior year. •Adjusted operating income increased $82 million to $0.6 billion, higher by 17% compared to the prior year. •Adjusted operating margin of 12.3% expanded 120 basis points compared to the prior year. •Adjusted earnings per share increased $0.51 to $2.58, an increase of 25% compared to the prior year. •Operating cash flow was $405 million, leading to net cash from operating activities as a percentage to adjusted diluted net income of 115%, and ended the year with cash and cash equivalents(1) on the balance sheet of $751 million.
1.We have $7.0 million of restricted cash as of December 31, 2023 in the Consolidated Balance Sheets. We entered into an agreement to extend a credit line to an existing customer in exchange for a cash security deposit. The agreement requires the cash to be held in a year of change that directly impacted our compensation programs.Strategic Imperatives– We continued our commitmentseparate account and will be returned to disciplined execution and decisive action. We completed a comprehensive strategic, operational and financial reviewthe customer at the expiration of the business, optimized our organizational effectiveness through divestitures, organizational restructuring, and early retirement programs, and further reduced our overall cost structure through administrative cost containment,agreement provided all with the goal of quickly stabilizing the business after a difficult 2016 and creating shareholder value in 2017.credits have been paid as agreed.
The 2017 annual plan was focused on the operating framework to “Simplify, Focus and Execute”, and it was this framework that drove the following priorities for 2017:
| 1. | Simplify – Deliver on a $130 million cost optimization program targeting people, processes and organizational priorities, all of which helped us execute business-critical activities; |
| 2. | Focus – Complete divestitures that enabled our management to focus Perrigo on its core operating segments of Consumer Healthcare Americas (CHCA), Consumer Healthcare International (CHCI) and Rx Pharmaceuticals; and |
| 3. | Execute – Launch over $200 million of new products across our business segments and improve the operating margin profile of the CHCI segment. |
At the same time, our Rx Pharmaceuticals segment was projected to face significant pricing headwinds of approximately9-11% of segment net sales (estimated to be between $80 million to $100 million) and an additional estimated $70 million headwind for specific pricing and lower volumes of the generic Entocort® product in this segment.
Despite those headwinds, our relentless attention to the “simplify, focus and execute” framework helped the business achieve strong results in 2017.
2017 Performance Highlights2
| · | | As part of its focused strategy, the Company: |
| 1. | Announced the cancellation of the unprofitable EuroGenerics NV distribution agreement in Belgium. The year-over-year effect of the cancellation, combined with the exit of certain OTC distribution agreements, reduced our net sales by $200.3 million in 2017, with an immaterial impact to operating income. |
| 2. | Completed the sale of its Tysabri® financial asset in the first quarter of 2017 which, on a relative basis, meant that approximately $357 million of income that was previously included in the performance measure for 2016 was no longer included in the 2017 operating results. |
| 3. | Completed the sale of its API businesses in the fourth quarter of 2017, which had annual net sales of $55.6 million in 2017. |
| · | | The businesses achieved strong adjusted operating margins in 2017: |
| ○ | | CHCA achieved adjusted operating margins of 21.9%, for two consecutive years; |
| ○ | | CHCI achieved adjusted operating margins of 15.0%, a 360 basis point increase above 11.4% realized in 2016; |
| ○ | | Rx achieved adjusted operating margins of 41.9%. |
| · | | 2017 adjusted operating profit was $1.0 billion, which was 104% above target. |
| · | | Successfully completed our cost optimization program and achieved the announcedrun-rate savings by the end of 2017. |
| · | | Operating cash flow was $699 million in 2017, achieving 119% conversion of adjusted net income. |
| · | | Due to the effective measures taken during 2017, $2.6 billion in debt was repaid in 2017 and $679 million of cash was on the balance sheet as of December 31, 2017, providing the Company with improved flexibility to pursue strategic opportunities or return capital to shareholders. |
In our 2017 executive compensation program, we:
| · | | Simplified the annual incentive plan design, aligning it with market practices and our strategic focus, by removing net operating profit after tax as the primary annual incentive bonus funding mechanism and replacing it with a direct formulaic payout based on the attainment of operating income and days of working capital goals. |
| · | | Increased the weight of performance-based long-term incentive compensation for executives by replacing service-based restricted stock units with performance stock units based on |
2 | See Exhibit A for reconciliation of Adjusted(non-GAAP) to Reported GAAP. |
| relative Total Shareholder Return (“rTSR”) which, importantly, is measured over a three-year performance period in alignment with feedback received from our shareholders regarding 2017 LTI plan design.
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We have also taken steps to ensure that we had a fresh perspective in reviewing and assessing our compensation program. For 2017, we appointed a new Remuneration Committee Chair, refreshed the Committee’s membership with entirely new directors, engaged a new independent consultant, FW Cook, and reconstituted our peer group to better reflect our strategic direction moving forward.
Simply stated, we have listened to our shareholders and taken action to respond to their valuable input. We will continue to engage with shareholders on a regular basis to maintain an open line of communication on executive compensation issues.
Our Named Executive Officers for 20172023 Management Continuity – Following the departure of our former Chief Financial Officer in March 2017, we appointed Ronald L. Winowiecki, previously Senior Vice President of Business Finance, as acting Chief Financial Officer. In January 2018, John T. Hendrickson stepped down as Chief Executive Officer following the Board’s appointment of Uwe F. Roehrhoff as President and Chief Executive Officer. In February 2018, the Board appointed Ronald L. Winowiecki as Chief Financial Officer.
Perrigo’s named executive officers (“NEO”) for 2017 are:2023 were:
| | | Named Executive Officer |
| Position | Named Executive
Officer
Patrick Lockwood-Taylor |
| PositionPresident and Chief Executive Officer | John T. HendricksonMurray S. Kessler
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| Former President and Chief Executive Officer | Ronald L. WinowieckiEduardo Bezerra
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| SeniorExecutive Vice President of Business Finance, actingand Chief Financial Officer | Todd W. KingmaJames Dillard III
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| Former Executive Vice President and President, Consumer Self-Care Americas | Svend Andersen |
| Executive Vice President and President, Consumer Self-Care International | Kyle L. Hanson |
| Executive Vice President, General Counsel, and Company Secretary | Jeffrey R. NeedhamRonald Janish
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| Executive Vice President, and President, Consumer Healthcare Americas | Sharon Kochan
| | Executive Vice President and President, Branded Consumer Healthcare and International | Judy L. Brown
| | Former Executive Vice President, BusinessGlobal Operations and& Supply Chain Chief FinancialTransformation Officer |
This Compensation Discussion and Analysis provides information about our executive compensation program, the factors that were considered in making compensation decisions for our named executive officersNEOs, and how we have modifieddetails on our programs designed to meetdrive Perrigo’s needs forperformance into the future.
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Executive SummaryCompensation
20162023 Say-on-Pay Voting Results
At last year’sour 2023 AGM, our shareholders strongly approved our executive compensation, with over 91%67.2% of the votes cast voting in favor of thesay-on-pay proposal. While approved by a majority, this was a decline relative to the prior year and was below the level the Talent & Compensation Committee ("TCC") felt was acceptable. As part of our engagement efforts following our AGM, we explicitly included executive compensation as part of our proposed agenda to proactively solicit our investors feedback and have a dialogue on our executive compensation program. Our FutureWe reached out to our top 25 investors, representing 67.9% of shares outstanding. We had conversations with 9 of those investors representing 39.8% of shares outstanding. Company participants included members from investor relations, legal, HR, sustainability & ESG, and New Executive Compensation Designfinance.
The number one goalAdditionally, several of these meetings were attended by our Chair of the TCC and Chairman of Board isof Directors representing 22.6% of shares outstanding. We also reached out to position Perrigo for success, which means having a leadership team in place that is focused on creating value inand engaged with two top proxy advisors. Our Chair of the short- and long-term for all shareholders. It isTCC also
a priority to ensure our executive pay program is aligned with Perrigo’s strategic priorities and drives value creation for all shareholders.
To this end, the Committee, working with its independent compensation consultant and management, and taking into consideration inputDuring these calls we received candid feedback from our shareholders and took the following actions, which were fully implementedopportunity to have a robust discussion on our executive compensation program. Feedback from our shareholders varied with many supporting the overall compensation program. Other investors also noted there was room for improvement in 2017:our disclosures when discussing our compensation program and the rationale behind certain decisions. During these calls, a few central themes emerged. What we heard and how responded is below:
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What We Heard |
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How We Responded | The Management Incentive Bonus Plan (the “MIB Plan”)
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| · Removed net
| While many shareholders appreciated the enhanced disclosure of performance goals for our PSU-OIs included in our 2023 proxy statement describing the 2021-2023 PSU OI program, they indicated a preference towards measurement of cumulative 3-year performance rather than year-over-year growth. |
| Beginning with the 2024 LTIP award, PSU OI awards will be based on a cumulative three-year OI goal as opposed to three annual goals that are based on growth over prior year actual results. The PSU OI goals continue to be aligned with 3/5/7 growth objectives, as described in more detail below.
Additional details on the 2023 PSU OI program are provided in the Long-Term Incentive Award opportunities on page 33. Goals under the most recently completed PSU OI program are found on page 35.
| Some shareholders expressed concern over a perceived misalignment between the level of CEO pay and Company performance. |
| Target TDC for our former CEO, Mr. Kessler, was above median, reflecting his 20+ years of experience as a public-company CEO, proven track record, and strong leadership throughout our strategic transformation. Although Mr. Kessler’s target TDC ranked high, earned pay delivery was aligned with Company performance, in particular with respect to the long-term equity compensation, which was the largest proportion of CEO compensation. Implementation of our CEO succession plan provided the opportunity to set Mr. Lockwood-Taylor’s starting target TDC between the 25th percentile and median of peer company CEOs. While earned pay delivery will continue to be aligned with Company performance, this lower level of target TDC should mitigate the perceived pay-for-performance misalignment.
Additional information on the changes to total compensation and the agreement with Patrick Lockwood-Taylor can be found on page 39.
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| Shareholders appreciated the additional color we provided on the importance of our 3/5/7 long-term growth objectives related to our metric selection and goal setting for our incentive plans. |
| We have enhanced the discussion around the design and goal setting with the AIP and LTIP. As part of the self-care transformation plan to recapture “The Perrigo Advantage” which was unveiled in 2019, the company communicated our strategy to achieve repeatable “3/5/7” growth, i.e., 3% annual Net Sales growth, 5% annual adjusted operating profit after taxincome growth, and 7% annual adjusted diluted Earnings Per Share (“EPS”) growth. Consistently achieving these growth goals would represent successful completion of the self-care transformation and aligns with our long-term strategy.
We believe these metrics most effectively align pay and performance and are the same metrics used by our shareholders to evaluate performance. Therefore, we use Net Sales growth and annual adjusted operating income (at the company and segment level, as applicable) as the primary funding mechanism. · Used achievement offinancial measures in our AIP, and we use adjusted operating income (“OI”)growth as a key measure in our LTIP. While adjusted diluted EPS growth is an important aspect of our 3/5/7 strategy, we have not yet incorporated it into our AIP or LTIP because the strategic focus on profitable growth makes Operating Income the optimal metric for the LTIP. We will continue to consider other metrics for future plan design.
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| How We Responded | Shareholders expressed an interest in having more diversified metrics across the LTI and daysAIP (Perrigo’s Short-Term Incentive plan). |
| We use Adjusted OI (at the Company and segment level, as applicable) as one of working capital (“DWC”) goals to directly fundseveral metrics in our AIP. We also use Adjusted OI growth, measured over three years, as a performance metric in our LTIP. We use Adjusted OI in both the AIP and calculate actualLTIP because it is a measure of operational performance that incentive award payouts. | | · Simplifies the payout formula, is easier toplan participants understand and can influence, supports our 3/5/7 strategy, and is linked to shareholder value creation. However, we balance this measure with multiple other measures in our AIP and LTIP. Beginning with the 2023 AIP incentive plan, we added an additional incentive plan metric; Adjusted Gross Margin.
In response to shareholder feedback and to align with our near-term financial goals, we are incorporating an additional metric into the 2024 AIP; Operating Cash Flow. This further diversifies the performance metrics used across the AIP and LTIP.
| Some shareholders expressed an interest in seeing more effectively engages all employees.detailed metrics related to ESG goals that are included in the NEO's individual strategic objectives. |
| We included the targets and results of the ESG-related goals included in NEO's strategic objectives, which was to reduce at least 368 metric tons of virgin packaging materials from our products within calendar year 2023. More information on these results can be found in the 2023 Performance Goals and Evaluation table on page 31. · Aligns with market practices and supports business plans.
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| Long-Term Incentive Plan (“LTI Plan”) compensation for the named executive officers24
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| · Removed service-based restricted stock units (“RSUs”).PERRIGO• 2024 PROXY STATEMENT
| · Restructured the mix of equity to 70% performance-based restricted stock units (“PSUs”) and 30% stock options.
· Based 50% of the total LTI opportunity on the achievement of return of tangible capital (“ROTC”) and 20% on relative Total Shareholder Return (“rTSR”) versus the 2017 Executive Compensation Peer Group over a three-year performance cycle.
· The LTI design for all other eligible employees remains unchanged.
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· Introduces a relative performance factor.
· Aligns with market practices.
· Adds a3-year performance measurement period.
· Increases the performance-based percentage of LTI compensation to 70% (100%, if including options), placing Perrigo ahead of market and peers.
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Executive Compensation 
The Committee believes these changes are consistent with best practices and further align our executives’ compensation with shareholder interests.
Best Compensation Governance and Practices With these changes, ourOur executive compensation program continues to be grounded in the following policies and practices, which promotepromoting sound compensation governance, enhance executionenhancing alignment of ourpay-for-performance philosophy, and further alignfurthering our named executive officers’NEOs interests with those of our shareholders:
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| Pay-for-Performance philosophy that emphasizes variable, performance-based, andat-risk, performance based, equitable pay
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20172023 Compensation Decisions
The Committee’sTCC’s key compensation decisions, based on the Company’s results in 2017,2023, were highly aligned with actual performance in the year:
| | | Program Element |
| Talent & Compensation Committee Decisions |
| TC | Annual Base Salary |
| Based on the Committee’sTCC's review of the compensation market data and assessment of individual performance in the prior year, as well as Perrigo’s business priorities and strategy, noneall executive officers then-serving as of the named executive officersDecember 31, 2022, received an increase in base pay for 2017, except for Mr. Winowiecki, who received a promotional increase upon assuming the role of Acting CFO. | | 2023 that was in line with all other global employees. | MIB Plan
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| The named executive officersAIP eligible NEOs received annual incentive awards based on corporate, segment, and individual performance against strategic objectives as well as underscoring accountability for delivering our 2023 plan and strategy under the MIB Plan at 122.47%AIP, which ranged from 65% to 75% of target. | | | LTI Plan
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| In 2017,2023, all of the then-serving named executive officers were granted annual LTILTIP awards, which were allocated 50% to PSUsPSU OI that may be earned based on achievement of ROTCAdjusted Operating Income growth goals over three years, 20% to rTSR PSUs that may be earned based on our relative rTSR performance versus peersthe companies in the S&P 500 over three |
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| Talent & Compensation Committee Decisions |
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| years, and 30% to stock optionsService-Based Restricted Stock Units (“sRSUs”) ratably vesting over three years. Based on 2017 performance, there was 173% of target vesting credit for the 2017 tranche of the ROTC performance-based equity incentive, which will apply to the full three-year vesting credit for the PSUs granted in thesix-month transition period ended December 31, 2015 that resulted from the change in fiscal year end (the “2015 Stub Period”), fiscal 2016, and fiscal 2017. 2017 was the third and final year for the 2015 Stub Period ROTC PSUs; in combination with ROTC performance in the prior two years, the total payout for the 2015 Stub Period ROTC PSUs was 80% of target.
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What Guides Our Executive Compensation Program Our Executive Compensation Principles Perrigo’s executive compensation program is designed to attract, motivateengage and retaininspire our executives,entire executive team, including our named executive offers,officers, who are critical to ourthe execution of Perrigo’s Self-Care strategy and the long-term success. Thesuccess of the Company. Perrigo’s executive compensation program reflects our core principles: | · | | Pay is linked to performance: A significant portion of total compensation should be variable, performance-based(“at-risk”), and linked to the attainment of specific objectives. |
| · | | Pay is shareholder-aligned: Compensation should be provided through pay elements (base salaries, annual and long-term incentives) designed to drive sustained business performance, build an internal culture of company ownership and create long-term value for all our shareholders. |
| · | | Pay opportunities are market-competitive: Provide compensation at levels that will attract, motivate, and retain highly qualified executives who are focused on the long-term best interests of our shareholders. |
Pay opportunities are market-competitive: Compensation opportunities and program design should attract, engage and inspire the highest level of executive talent who can effectively deliver our strategies and are focused on the long-term interests of our shareholders.Pay is shareholder-aligned: Compensation should be provided through multiple pay elements (base salaries, annual and long-term incentives) designed to drive sustainable business performance, build a strong internal culture of company ownership, and create long-term value for all our shareholders. The core elements of our executive compensation program are summarized in the table below.
| | | | | Element |
| Form |
| What It Does |
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| Base Salary |
| Cash
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| Provides a competitive rate of fixed compensation relative to similar positions in pharmaceutical industry and consumer-goodsat relevant peer companies that enables us to attract and retain critical executive talent. | | | | MIB Plan
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| Cash (Variable)
| AIP |
| Cash (Variable) |
| Focuses executives on achieving measurable, annual financial, operational, and operationalstrategic goals that, drivein the aggregate, create long-term, sustainable shareholder value. | | | | LTI Plan
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| Equity (Variable)
| LTIP |
| Equity (Variable) |
| Provides incentives for executives to execute on long-term financial/strategic growth goals that drive shareholder value creation and support our long-range talent development and retention strategy. |
The charts below show the target compensation of our Chief Executive OfficerCEO and our other named executive officersNEOs for fiscal 2017.year 2023. These charts illustrate that a majority of named executive officerNEO compensation is performance-based andand/or variable (89%(85% for our Chief Executive OfficerCEO and an average of 73% for our other named executive officers)NEOs). The weighting of these pay elements is consistent with the market and best practices and puts a largesubstantial majority of the named executive officers’NEOs’ total direct compensation at risk if performance goals are not achieved or if Perrigo performance declines.
*CEO Compensation displayed is for Patrick Lockwood-Taylor
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The Decision-Making Process The Role of the Remuneration Committee.TCC. The Committee,TCC, which is composed entirely of independent directors, oversees our executive compensation program. The CommitteeTCC works very closely with FW Cook, its independent executive compensation consultant, and management to examine the effectivenessefficacy of Perrigo’s executive compensation program throughout the year.program. Details of the Committee’sTCC’s authority and responsibilities are specified in the Committee’sTCC’s charter, which may be accessed athttp://perrigo.investorroom.com/corporate-governance.corporate-governance. Each year, the CommitteeTCC reviews and approves the elements of compensation for all executive officers, including the named executive officers.NEOs. The CommitteeTCC submits its recommendations regarding the Chief Executive Officer’sCEO’s compensation to the independent directors of the Board for approval. To assist it in making compensation decisions, the CommitteeTCC annually reviews compensation tally sheets that contain comprehensive historical, current and projected data on the total compensation and benefits package for each of our named executive officers. These tally sheets also includeNEOs. As needed, additional analyses for various termination events are provided (including terminations with and without cause and for death, disability, retirement or following a change ofin control) so that the CommitteeTCC can consider and understand the nature and magnitude of potential payouts and obligations under the various circumstances. These tally sheets, which areThe information is prepared by management and reviewed by FW Cook, generally containcontaining data that are substantially similar to the datathat contained in the tables presented below. The Role of Management. The Chief Executive OfficerCEO makes recommendations to the CommitteeTCC regarding the compensation of theall other named executive officers for the Committee’sTCC’s approval. The Chief Executive OfficerCEO does not participate in the deliberations of the CommitteeTCC regarding his own compensation. Management is responsible for implementing the executive compensation program as approved by the CommitteeTCC and the Board.
The Role of the Independent Consultant. For 2017,2023, the Committee engagedTCC continued to engage FW Cook as its independent compensation consultant to provide advice on various aspects of our executive andnon-employee director compensation programs. Other than the support that it provided to the Committee,TCC, FW Cook provided no other services to the Company or Perrigo management. The Role of Market Comparison Data.The CommitteeTCC uses information provided by FW Cook regarding the compensation practices of select companies (the “Peer(“Peer Group”), in addition to applicable broader market data, as one of the factorsan element in evaluating both the structure of our executive compensation program and target levels of compensation. Management also periodically reviews survey and industry data periodically from Mercer Human Resource Consulting,Willis Towers Watson, Aon Hewitt, the Korn Ferry Hay Group, and Equilarothers regarding the market positioning for base salary, annual, and long-term incentive target levels for all executive roles.employees, including executives. The CommitteeTCC considers this information, together with the factors described in the “Executiveabove under “Our Executive Compensation Principles” section above,on page 26, in determining executive compensation. For fiscal 2017,Each year, with assistance from FW Cook, the Committee undertook a reviewTCC reviews the composition of our Peer Group with the existinggoal to ensure its alignment with our consumer self-care strategy and core business focus. As part of such reviews, the TCC considers specific criteria and recommendations regarding companies to add or remove from the Peer Group. The Committee continued toprimary criteria used in determining peer companies are similarity in strategic focus, on comparably sized pharmaceuticalbusiness operations and/or regulatory environment, company size (revenue and/or market cap) and consumer goods companies, taking into account consolidation in the pharmaceutical industry, as well as Perrigo’s growth, changing strategy, and business focus. With the assistance of its independent consultant and management, the Committee considered additions and deletionsevaluating companies that consider Perrigo to the existingbe a peer, and/or peer networks as determined by other external parties.
The Peer Group used to inform the TCC’s evaluation and approved a newdetermination of executive compensation opportunities for 2023 was established in the third quarter of 2022. The table below shows the full list of 20 publicly traded companies that were included in the Peer Group used to inform the TCC’s decisions for fiscal 2017 pay decisions. The new Peer Group consists of 16 publicly-traded companies that are similarly sized with similar customer and/or business profiles:year 2023 executive compensation.
| | | | | Baxter International Inc.
| | Bausch Health Campbell Soup Church & Dwight Co., Inc. Clorox | | Conagra Brands, Inc. | The Clorox Company
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Endo International Estee Lauder Hain Celestial Helen of Troy | Endo International plc
| | Henry Schein,
Post Holdings Prestige Consumer Healthcare, Inc. | Jazz Pharmaceuticals plc
| | Mallinckrodt plc | | Mylan N.V. | Patterson Companies, Inc.
| | Prestige Brands Holdings, Inc. | | Zoetis Inc. | Shire plc
| | Spectrum Brands Holdings, Inc. | | TreeHouse Foods, Inc. | Reckitt Benckiser Group plc Revlon |
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| | | | | Colgate-Palmolive Coty Edgewell Personal Care
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| Kimberly-Clark McCormick & Co. Nu Skin Enterprises |
| Spectrum Brands Holdings, Inc TreeHouse Foods, Inc.
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In establishing compensation levelsthe third quarter of 2023, the TCC approved an update to the Peer Group that will be used to inform the TCC’s decisions for fiscal year 2024 executive compensation. We routinely evaluate our peers based on business "fit" and similarly situated revenues and market cap. Given the named executive officers,emergence of other Self-care organizations, the Committee doesTCC took the opportunities to add Haleon, Herbalife and Kenvue who specialize in self-care products and are better aligned to Perrigo. With the additions, the TCC felt it was appropriate to remove Colgate-Palmolive, Kimberly Clarke, and Estee Lauder from our peer group, as these companies are larger in revenue and/or market cap and are not focus exclusively on market comparison data for positions with comparable responsibilities. Instead, that data is one of many factors that the Committee uses when setting compensation levels for each element of our program (salary, target annual cash incentive, and equity-based incentives) and for the combined total of these elements. Although Perrigo does not specifically target a stated pay percentile objective, the CommitteeThe TCC considers the 50th percentile of market data to be a valuablesalient indication of what is competitive in the market. However, the TCC does not focus exclusively on market benchmarking data when making compensation decisions for the NEOs. Instead, market data is one of many contributing factors and reference points that the TCC uses when determining appropriate compensation levels for each element of our program (salary, annual, and long-term incentives) and for the combined sum of these elements (total direct compensation).
In addition to market comparison data, the CommitteeTCC also considers an individual’s competencies, experience, and performance;overall performance against measurable objectives; Company, segment, and divisiondivisional financial and strategic performance; and the aggregate costreturn on investment of executive rewards to Perrigo. Ultimately, considerationConsideration of market comparison data in setting compensation levels is ultimately intended to ensure that our compensation practices are competitive in terms of attracting, motivating, rewarding and retaining executives.executive leaders who can, and do, drive Perrigo’s long-term performance. 20172023 Executive Compensation Program in Detail
Base Salaries
| | | | | | Name | | FY2016 Base Salary | | FY2017 Base Salary | John T. Hendrickson | | $900,000 | | $900,000 | Ronald L. Winowiecki* | | $400,000 | | $600,000 | Todd W. Kingma | | $526,330 | | $526,330 | Sharon Kochan** | | $566,402 | | $566,402 | Jeffrey R. Needham | | $507,500 | | $507,500 |
* | Promoted to acting CFO in FY2017, FY2017 value represents promotional base salary. |
| | | | | Name | | FY2022 Base Salary | | FY2023 Base Salary | Patrick Lockwood-Taylor | | N/A | | $1,200,000 | Murray S. Kessler | | $1,273,000 | | $1,273,000 | Eduardo Bezerra | | $700,000 | | $728,000 | James Dillard III | | $683,000 | | $696,150 | Svend Andersen* | | $613,800 | | $651,889 | Kyle L. Hanson | | $600,000 | | $624,000 | Ronald Janish* | | N/A | | $604,768 |
** | Any amounts paid in Israeli shekels were converted to U.S. dollars based on foreign exchange rates on the last day of the respective fiscal year. |
* Amounts paid in Euros were converted to U.S. dollars based on foreign exchange rates on the last day of the respective fiscal year. The CommitteeTCC approves base salaries for the named executive officersNEOs other than the Chief Executive Officer.CEO. For the Chief Executive Officer,CEO's base salary, the CommitteeTCC submits its recommendation for the Chief Executive Officer’s base salary to the independent directors of the Board for approval. In approving a named executive officers’an NEOs base salary, the CommitteeTCC may consider comparisons among positions internally and externally, proxy and survey data, performance against measurable financial and strategic objectives, job experience, and unique role responsibilities.responsibilities (in addition to any other data points determined to be relevant). To assist the CommitteeTCC in this process, each year the Chief Executive OfficerCEO provides the CommitteeTCC with base salary recommendations for each of the other named executive officers,NEOs, as well as summaries of such named executive officers’NEOs individual performance. The named executive officers are eligible for annual salaryFor 2023 the TCC approved increases based on an evaluation of individual performance and the market level of pay for comparable positions at other companies in the Peer Group. Named executive officers are also eligible for salary adjustments for promotions or changes in job responsibilities.
For 2017, at the recommendation of the CEO, the Committee approved maintaining base salaries for the named executive officers at 2016 levels,NEOs that were in line with the exception Mr. Winowiecki, who received a promotional baseCompany’s overall salary increaseupon assuming the roleincrease budget of acting CFO.4%.
Annual Incentive Award Opportunities The MIB PlanPerrigo AIP is designed to motivate and reward the named executive officersemployees for achieving and exceeding specific, measurable, strategic and financial goals that support our objective of sustainably creating and increasing long-term shareholder value. ParticipantsMost colleagues participate in the MIB Plan include our named executive officers, otherdiscretionary AIP, including executives, management level personnel and other selected individuals. Substantially all other employees participate in other annual incentive plans. MIB Planindividual contributors. AIP awards are paid in cash.cash following completion of the performance year.
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Near the beginning of each annual performance period, and in connection with the Board approvesBoard’s approval of the financial plan for thatthe year, from which the CommitteeTCC determines and approves the performance target goals and payout schedules forof the MIB Plan. These goals and individual bonus targets, which are stated as a percentage of salary, are then communicated to the participants.AIP. The payout schedules reflect a range of potential award opportunities that are set around the targets. Individualtarget performance goals for the year. Additionally, the Board determines and approves the individual annual incentive targets of executives, which are notstated as a formulaic input for determiningpercentage of base salary. Finally, the bonus opportunity.Board reviews and approves the individual strategic objectives of executive officers to ensure strong alignment of their AIP with Perrigo’s business priorities. These individual strategic objectives are articulated with clearly measurable success criteria focused on the execution of our consumer-focused Self-Care transformation strategy. However, to ensure that awards reflect a named executive officer’s contribution to our results, the CommitteeTCC has, or in the case of the Chief Executive Officer,CEO, the independent directors have, the discretion to adjust any named executive officer’s actual award up bydown to as muchlow as 50% or down by as much as 100%0% payout based on overall individual performance, provided that, in the case of any upward adjustment, theperformance. The maximum incentive award opportunitypayout for any individual executive is capped at 200% of the target award opportunity. No such
Target Award Opportunity and Actual Payouts. The 2023 target AIP award opportunities (as a percentage of base salary) and actual payouts (as a percentage of target) for the NEOs are shown in below in the table "2023 AIP Financial Targets and Actual Results". The range of award opportunities is listed in the Grants of Plan-Based Awards for 2023 table on page 42. 2023 AIP Performance Measures. The TCC determined and approved the performance goals and payout schedules for the 2023 Corporate and Segment Leader AIPs, which corresponded to the 2023 financial plan approved by the Board near the beginning of 2023. Messrs. Lockwood-Taylor, Kessler, Bezerra, Janish, and Ms. Hanson participated in the Corporate AIP, and Mr. Andersen participated in the CSCI Segment AIP. Mr. Dillard participated in the CSCA Segment AIP. Eighty percent of each NEO’s AIP is tied to financial measures that underpin our stated strategic long-term growth objectives (3/5/7): AIP OI at the corporate level (and for segment leaders, the segment level) and corporate or segment AIP Net Sales. In addition, for the 2023 AIP plan we lowered the weighting of AIP OI and added Gross Margin as an additional measure because improvement of Gross Margin was an important financial priority for the company for 2023. AIP Net Sales and AIP OI exclude the impact of currency as well as acquisitions and divestitures that were not included in our annual plan. “Total Perrigo” AIP OI and Net Sales are based on the aggregate financial performance of our consumer businesses.
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2023 AIP Financial Targets and Actual Results
| | | | | | | | | | | | | IN $MILLIONS |
| METRIC |
| TARGET |
|
| ACTUAL |
|
| PAYOUT
(% of TARGET) |
|
|
|
|
| CORPORATE |
| AIP Net Sales |
|
| $4,939.7 |
|
|
| $4,660.1 |
|
| 72.7% |
|
| |
|
|
|
| AIP OI |
|
| $630.0 |
|
|
| $573.7 |
|
| 77.7% | | AIP Gross Margin | 38.9% | 38.8% | 97.8% | | | | | | CSC AMERICAS |
| AIP Net Sales |
|
| $3,194.2 |
|
|
| $2,962.4 |
|
| 63.7% |
|
|
|
|
|
|
| AIP. OI |
|
| $530.4 |
|
|
| $464.2 |
|
| 68.8% | | | AIP Gross Margin | | | 38.9% | | | | 38.8% | | | 97.8% |
|
|
| 38.8% |
| CSC INTERNATIONAL |
| AIP Net Sales |
|
| $1,745.5 |
|
|
| $1,697.7 |
|
| 86.3%% | | | AIP. OI | | | $286.5 | | | | $284.7 | | | 98.4% |
|
| AIP Gross Margin |
|
| 38.9% |
|
|
| 38.8% |
|
| 97.8% |
Net Sales Threshold/Max is 90% / 110% performance for 50%/200% payout; OI Threshold/Max is 80% / 120% performance for 50%/200% payout; Gross Margin Threshold/Max is -200 basis points of target/+100 basis points of target for 50%/200% payout * Payout for performance between levels is interpolated; payout for performance below the threshold level on each metric would result in no payout for that metric. Perrigo’s AIP Net Sales performance for 2023 of $4,660 million consisted of: •$4,656 million of sales as reported in our financial statements; and •$8 million of adjustments wereprimarily to remove the impact of currency fluctuations and acquisitions and exited product lines not included in Perrigo’s original compensation plan for 2023. Perrigo’s AIP OI performance for 2023 of $574 million consisted of: •$152 million of operating income as reported in our financial statements; •$422 million of non-GAAP adjustments reviewed and approved by the Audit Committee of the Board. These adjustments primarily included $270 million of amortization expense, $90 million goodwill impairment charge, $40 million of restructuring charges. In the 2023 plan design twenty percent (20%) of each NEO’s AIP payout is based on performance against pre-established, measurable individual strategic objectives. The independent directors in the case of the CEO, and the TCC in the case of the other NEOs, assessed each NEO against their individual goals.
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| PERRIGO• 2024 PROXY STATEMENT |
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| | | | | NEO |
| 2023 Performance Goals |
| 2023 Evaluation |
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| Patrick Lockwood - Taylor |
| •Strengthen Perrigo’s Investment Story •Develop Perrigo’s Long-term Strategic Growth Roadmap •Define fit-for-purpose leadership and performance culture |
| In determining Mr. Lockwood-Taylor’s individual strategic objectives payout credit, the TCC along with the Board’s Chairman considered Mr. Lockwood-Taylor’s performance in relation to his pre-established goals, noting the following accomplishments: •Delivered EPS which was within the guidance range •Exceeded Cash Conversion Ratio and met with top investors and customers. •Established governance framework to ensure successful launch of Opill •Continued to address new Infant Formula guidelines. •Exceeded ESG goal to reduce virgin packaging materials in 2023 by at least 368 metric tons. The total 2023 reduction of virgin packaging materials was 452 metric tons. •Delivered vision to frame the long-term strategic roadmap to consumerize Perrigo. •Defined clear executive leadership team structure and brought in key talent to lead Stabilization and Growth of Americas business. •Set corporate level DEI goals and identified 3 focus areas and action plans to achieve.
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| Eduardo Bezerra |
| •Advance our Key Strategic Objectives •Drive Operational Improvement •Build a Highly Capable Finance Organization |
| In determining Mr. Bezerra’ s individual strategic objectives payout credit, the TCC considered the following accomplishments: •Delivered EPS which was within the guidance range •Achieved net leverage target due to enhanced cash-flow •Exceeded goal in go-live of central finance system and other enabling technology. •Delivered Supply chain reinvention savings ahead of plan •Continued to advance and streamline the global finance organization including developing Perrigo Business Services Roadmap and Implementation plan
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| | | | | Svend Andersen |
| •Post Merger Management of Combined Perrigo and HRA Businesses •Take Marketing and Innovation to the next level •Value Creation for the Future |
| In determining Mr. Andersen’s individual strategic objectives payout credit, the TCC considered the following accomplishments: •Mostly achieved Segment Net Sales, Gross Margin and Adj Operating Income targets including acquired business •Worked toward creating a united strategy and operating model across BUs •Secured new product development growth, exceeded pricing objectives but fell short on SSSO goals •Exceeded ESG goal to reduce virgin packaging materials. The goal was to reduce virgin packaging materials in CSCI products in 2023 by at least 80 metric tons, and the total 2023 CSCI reduction was 131 metric tons.
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| Kyle L. Hanson |
| •Mitigate Legal Risks to Company •Maximize Operating Income and Support Growth Initiatives •Drive a Compliant Culture and a continued focus on ESG |
| In determining Ms. Hanson’s individual strategic objectives payout credit, the TCC considered the following accomplishments: •Managed critical risks resulting in a positive verdict in Irish Insurance Litigation and continued to implement defense strategies •Implemented action to support growth initiatives, infant nutrition response and remediation efforts still in process •Supported board of directors with governance and compliance efforts •Improved focus on ESG and DEI
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| James Dillard III |
| •Fix the Core/ Create Growth •Deliver HRA and Clearwater Integration |
| In determining Mr. Dillard’s individual strategic objectives payout credit, the TCC considered the following accomplishments: •Delivered EPS which was within the guidance range, missed Adj OI for the third straight year. •Delivered acquisition integration, exceeding planned synergies. •Exceeded in ensuring plants are staffed in line with forecasts •Exceeded ESG goal to reduce virgin packaging materials. The goal was to reduce virgin packaging materials in CSCA products in 2023 by at least 288 metric tons, and the total 2023 CSCA reduction was 321 metric tons •Fell short on SSSO goals
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| Ronald Janish |
| •Supply Chain Reinvention •Deliver Forecast Accuracy and Service |
| In determining Mr. Janish’s individual strategic objectives payout credit, the TCC considered the following accomplishments: •Delivered most defined in-year savings targets related to Supply Chain improvements •Exceeded goals outlined in Redzone Deployment •Exceeded ESG goal to reduce virgin packaging materials. The goal was to reduce virgin packaging materials in 2023 by at least 368 metric tons, and the total 2023 reduction of virgin packaging materials was 452 metric tons. •Partially achieved Forecast Accuracy goals •Exceeded Operations Staffing goals, materially improving turnover rates.
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| PERRIGO• 2024 PROXY STATEMENT |
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In order to ensure that awards reflect a named executive officer's contribution to our results, the TCC has, or in the case of the CEO, the independent directors have, the discretion to adjust any executive officer's actual award down to as low as 0%. For the 2023 payouts, the TCC and independent directors chose to apply this discretion. The plan results and individual performance warranted payouts to the NEOs from 74% to 85%. With a desire to underscore that Senior Leadership should be held to a higher degree of responsibility for financial results, the TCC wanted to ensure that the NEOs received less than the average corporate employee who is receiving 80.5%. The decision was made to bonuses earnedcap the maximum payout for 2017.NEOs at 75% of target. For AIP eligible NEOs, 2023 AIP payouts ranged from 65%-75% of annual targets. 2023 AIP Target Award Opportunity.Opportunities and Actual Payouts. The 20172023 target MIB PlanAIP award opportunities (as a percentage of base salary) and actual payouts (as a percentage of target) for the named executive officersNEOs are shown in the table below. The range of award opportunities is listed in the Grants of Plan-Based Awards for 20172023 table on page 33.42.
| | | Named Executive Officer | | 2017 Target Bonus
(as % of Salary) | Mr. Hendrickson
| | 120% | Mr. Winowiecki
| | 75% | Mr. Kingma
| | 65% | Mr. Needham
| | 65% | Mr. Kochan
| | 60% |
| | | | | | | 2023 Target AIP | | 2023 Actual AIP Payout | Named Executive Officer | | (as % of Salary) | | (as % of Target) | Patrick Lockwood-Taylor | | 120% | | 75.00% | Murray S. Kessler* | | 137% | | - | Eduardo Bezerra | | 80% | | 75.00% | James Dillard III** | | 75% | | 65.00% | Svend Andersen | | 75% | | 75.00% | Kyle L. Hanson | | 65% | | 75.00% | Ronald Janish | | 65% | | 75.00% |
MIB Plan Funding.Near
* As Mr. Kessler’s separation from the beginning of 2017, the Board approved the 2017 financial plan, from which the Committee determined and approved the performance target goals and payout schedules for the 2017 MIB Plan. Operating Income (“OI”) is weighted 80%Company did not constitute a “Retirement”, and Days Working Capital (“DWC”) performance is weighted 20%. As statedas defined in the 2017 Performance Highlights, asAIP, he did not receive a prorated AIP bonus. ** As part of our business transformation, we completed the sale of our Tysabri® financial asset in the first quarter of 2017 which,Mr. Dillard's separation on a relative basis, meant that several hundred million of income thatOctober 31, his AIP Payout was previously included in the performance measure for 2016 was no longer included in the 2017 operating results. 2017 MIB Funding
| | | | | | | | Operating Income Goals ($M) Weighted 80% | | Pool Funding | Maximum | | $1,165.9 | | 200% | Target | | $971.6 | | 100% | Threshold* | | $777.3 | | 50% | Actual | | $1,007.3 | | 118% |
| | | | | | | Days Working Capital Goals ($M)
Weighted 20%
| | Pool Funding | Maximum
| | 94.0 days | | 200% | Target
| | 117.6 days | | 100% | Threshold*
| | 141.0 days | | 50% | Actual
| | 108.4 days | | 139% |
* | Performance below the threshold level on each metric would result in no payout for that metric. |
The target OI goal for 2017 was lower than the 2016 due primarily to:
| 1. | The sale of the Tysabri® asset in the first quarter of 2017. Additionally, a smaller portion of that difference was attributable to Entocort®. |
The targeted DWC goal for 2017 was higher than the 2016 actual primarily because:
| 1. | The revenue recognized in 2016 from Tysabri® and Entocort®, which was no longer budgeted for 2017, had minimal associated working capital, thereby increasing our budgeted DWC for 2017. |
| 2. | The Branded Consumer Healthcare business, with a higher relative DWC to our total Perrigo DWC, was excluded from the 2016 DWC targets because it had recently been acquired and was not yet fully integrated. The Branded Consumer Healthcare business was included in DWC targets in 2017, which resulted in a higher total Perrigo DWC goal. |
Under the MIB Plan, the Committee may adjust performance measures to prevent dilution or enlargement of awards by excluding the effects of, among other things, extraordinary, unusual ornon-recurring items, assets impairments, andnon-cash items. Perrigo’s adjusted MIB OI performance for 2017 was $1,007.3 million, which consisted of a $598.2 millionprofit from operations as reported in our financial statements, plus $411.2 million of net,non-operational adjustments reviewed and approved by the Committee. These adjustments included $47.5 million of asset impairments and $355.5 million of amortization expense, as well as charges related to acquisitions and divestitures not included in Perrigo’s original plan for 2017, restructuring charges, and unusual litigation charges.
Based on the payout matrix for 2017 Corporate MIB Plan and the weighting between the OI and DWC components, the bonus payouts under 2017 Corporate MIB Plan, which included payouts to each named executive officer, were 122.47% of the bonus target.
| | | | | | | | | | | | | Operating Income | | Days Working Capital | | | | Performance | | Payout | | Weighting | | Performance | | Payout | | Weighting | | Annual Plan
Payout
Factor | | 104% | | 118% | | 80% | | 108% | | 139% | | 20% | | 122.47% |
The independent directors in the case of the Chief Executive Officer, and the Committee in the case of the other named executive officers, have the ability to adjust individual MIB payouts based on personal performance. Individual adjustments arepro-rated based on the assessment of personal performance, segment performance, contributions to business success and, in some cases, overall Company performance. For 2017, noneportion of the MIB payouts were adjusted for individual performance. Theyear he was employed and paid based on actual MIB payouts awardedperformance at the end of the original performance period.
2024 AIP Design In 2023, based on feedback from shareholders and our desire to reinforce business critical measurements, the TCC approved the addition of AIP Gross Margin to the named executive officers are listed underNon-Equity Incentive Plan2023 AIP design. Similarly for the 2024 AIP design, the TCC approved the addition of AIP Operating Cashflow to the 2024 AIP design to underscore its importance. Instead of having 20% of the AIP design allocated to the Individual Strategic Goals, performance related to the 2024 Individual Strategic Goals will act as a modifier of AIP funding based on the financial measures. Perrigo continues on our evolution into a 'One Perrigo' organization focusing on global self-care, the TCC has approved that all NEOs will be measured on Total Perrigo AIP OI, AIP Net Sales, AIP Gross Margin and AIP Operating Cashflow.
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| PERRIGO• 2024 PROXY STATEMENT |
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Executive Compensation in the Summary Compensation table on page 31.
Long-Term Incentive Award Opportunities Long-term stock-based compensation, which is awarded under our shareholder approved LTI plan,shareholder-approved LTIP, is intended to motivate and reward executivesPerrigo employees, including the NEOs, for creating shareholdersustainable, long-term value, as reflected in the total shareholder return of Perrigo’s ordinary shares.Perrigo stock. Awards under the LTI PlanLTIP may be in the form of incentive stock options,non-statutory stock options, stock appreciation rights or stock awards, including restricted shares or restricted sharestock units, or performance sharesstock or performance stock units. We provide long-term incentive opportunities to all eligible employees solely through stock-based awards. As a variable component of compensation, the amount realized from stock-based compensation will vary based on the market pricelong-term performance of Perrigo’s ordinary shares. In addition performance-based restricted stock unitsto share price performance, PSUs are only earned if specified performancespecific, measurable financial and/or market-based performance-conditioned goals are achieved.achieved over the applicable performance periods. The CommitteeTCC sets stock-based grantaward levels based onafter consideration of a named executive officers’an NEO’s position, review of market competitive reward and grant practices, (using the market median as a competitive guideline) and the aggregate cost impactexpense to Perrigo. Grants to named executive officers are subject to the approval of the Committee and, in the case of the Chief Executive Officer, the independent directors. During our regularly scheduled meetings in the first quarter of the calendar year, the Board approvesindependent directors approve all regular annual stock-based awards for the Chief Executive Officer,CEO, and the CommitteeTCC approves all stock-based awards for the other named executive officers,NEOs, as well as the maximum potential total grants for other employee levels.participating employees. All regular annual stock-based awards are granted on, and priced atupon, the last reported saleclosing price of Perrigo’sPerrigo stock on the fifth trading day after the day on which Perrigo publicly releases itsyear-end earnings or if delayed for business needs, the fiscal year. Because our10-K filing for fiscal 2016 was later than usual,fifth trading day of the 2017 annual grants were made on June 6, 2017, instead of during the first quarter as is our typical practice.next appropriate month. Off-cycle stock-based awards may be granted at various times during the year to new hires or to existingnon-executive employees under special circumstances (promotions,(e.g., promotions, retention, or performance) withperformance, etc.) through the approval of the Chief Executive Officer.Off-cycleshareholder-approved LTIP. Though they rarely occur, off-cycle stock-based awards may also be granted during the year to the executive officers other than the Chief Executive OfficerCEO with the approval of the CommitteeTCC and to the Chief Executive OfficerCEO with the approval of the independent directors as permitted under the LTI Plan.LTIP. Such awards are priced at the closing price of Perrigo’s stockshares on the day the awards are granted. No such awards were granted to the CEO or NEOs in 2023 other than two sign-on grants to Mr. Lockwood-Taylor. These grants consisted of $2,800,000 Restricted Stock Units and $1,500,000 in Equity Performance Stock Units expressly intended to offset a portion of the approximately $4,300,000 in unvested equity which was forfeited upon exiting his previous employer. Mr. Lockwood-Taylor did not receive a 2023 annual grant under the LTIP. 2017 LTI Plan Grants.2023 – 2025 Regular Annual LTIP Awards. All of the named executive officersNEOs received their target annual LTI PlanLTIP award grant for 2017,2023, which consisted of 50% ROTC-PSUsPSU OI that may be earned based on achievement of ROTCPSU OI growth goals over three years,(from fiscal 2023 through fiscal 2025), 20% rTSR-PSUs that may be earned based on our rTSR performance versus peers over three years,the companies in the S&P 500 from 2023 through 2025, and 30% stock optionsRSUs vesting over three years. The table and chart below showsshow the LTI PlanLTIP award values granted forin fiscal 20172023 for each of the named executive officers.NEOs.
| | | | | | | | | Named Executive
Officer | | ROTC PSUs At
Target* | | rTSR PSUs At Target* | | Stock
Options** | | Target Total Grant
Value | Mr. Hendrickson | | 42,650 | | 17,060 | | 92,293 | | $6,000,000 | Mr. Winowiecki | | 3,910 | | 1,564 | | 8,460 | | $550,000 | Mr. Kingma | | 9,330 | | 3,732 | | 20,189 | | $1,312,500 | Mr. Needham | | 6,493 | | 2,597 | | 14,052 | | $913,500 | Mr. Kochan | | 6,042 | | 2,417 | | 13,075 | | $850,000 |
| * | |
| Award amounts for PSUs were determined based on the closing price of Perrigo ordinary shares on the date of grant for all of the named executive officers.
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| PERRIGO• 2024 PROXY STATEMENT |
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** | Award amounts were calculated based on Black-Scholes values. |
ROTC PSUs
| | | | | | 2023 – 2025 Awards | | Adj. OI-PSUs | rTSR-PSUs | RSUs | Total Grant Value | Named Executive Officer | 50% | 20% | 30% | 100% | Patrick Lockwood-Taylor (1) | $1,500,016 | N/A | $2,799,992 | $4,300,008 | Murray S. Kessler | $4,874,987 | $2,247,048 | $2,925,014 | $10,047,050 | Eduardo Bezerra | $900,013 | $414,827 | $539,986 | $1,854,825 | James Dillard III | $749,992 | $345,703 | $449,988 | $1,545,683 | Svend Andersen | $699,985 | $322,662 | $420,013 | $1,442,661 | Kyle L. Hanson | $650,016 | $299,621 | $390,002 | $1,339,638 | Ronald Janish | $425,003 | $195,914 | $254,987 | $875,904 |
1) Award amounts were calculated in accordance with ASC 718. 2) Mr. Lockwood-Taylor received a combination of Adj.OI-PSUs and RSUs as a one-time sign-on award to offset a portion of awards forfeited upon leaving his previous organization. LTIP and Pay-for-Performance The LTIP is designed to align executive rewards with Perrigo performance and investor expectations, and we believe it is working. When Perrigo’s performance did not meet our targets, LTIP awards paid below target. As outlined in the chart below, taking into account the change in market value of our ordinary shares, only 63% of the 2021 – 2023 LTIP award value to our NEOs was realized.
*Target amounts were valued using the closing market price of our ordinary shares on the date of grant; $41.04. Realized amounts were valued using the closing market price of our ordinary shares on the date of vest; $37.23 for RSUs vesting on March 4, 2022, $38.75 for RSUs vesting on March 3, 2023, and $27.26 for RSUs and OI PSUs vesting on March 5, 2024. Realized amounts consider actual payout of 114% for OI PSUs and 0% for rTSR PSUs. Analysis excludes Mr. Kessler and Mr. Dillard as they separated from the business on July 31 and October 31, respectively. Currency-Neutral Adjusted Operating Income used for PSUs (PSU OI) Fifty percent of each executive’s target annual grant value is in the form of ROTC-PSUs. PSUs based on PSU OI. The TCC selected currency-neutral Adjusted OI (“PSU OI”) as the applicable long-term performance measure for these PSUs because it directly aligns with our stated strategic long-term growth 3/5/7 objectives, specifically consistently delivering 5% annual Adjusted OI growth. The number of ROTC-PSUs toPSU OI units earned can be earned for the 2017 grant is dependent on Perrigo’s performance during three distinct performance periods (for which a separate ROTC goal is established) as follows: | · | | January 1, 2017 through December 31, 2017; |
| · | | January 1, 2018 through December 31, 2018; and |
| · | | January 1, 2019 through December 31, 2019 |
The Board sets challenging target ROTC0 if threshold goals based on each year’s financial plan. Earned awards, if any,are not achieved or can range from 0%50% to 200% of the target number of shares grantedPSUs based on PSU OI versus goals during the three-year performance period.
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| PERRIGO• 2024 PROXY STATEMENT |
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For the 2023 grant, as with previous years, goals for the three-year period are set up front as follows: the target goal for the first year of the three-year performance period is based on the Board-approved annual financial plan, and the target goals for the second and third years of the three-year performance period are determined by applying a pre-determined 5% growth rate to the prior year’s actual PSU OI. Earned PSUs are based on the average of the vesting credit for each year in the three-year performance period. The following tables summarize the status of the different performance share awards held by the NEOs: 2023-2025 PSU OI | | | | | | | | | Year 1 | | Year 2 | | Year 3 | CY2023 PSU OI | | (CY23) | | (CY24) | | (CY25) | Maximum (>=120% of metric target performance pays 200% of Target PSUs) | | $756.0 | | $723.6 | | TBD | Target (100% of metric target performance pays 100% of Target PSUs) | | $630.0 | | $603.0 | | TBD | Threshold (80% of metric target performance pays 50% of Target PSUs) | | $504.0 | | $482.4 | | .TBD | Actual Attainment Baseline for 5% Growth Goal | | $574.3 | | TBD | | TBD | PSU OI Attainment | | $573.8 | | TBD | | TBD | Performance as % Metric Target | | 91% | | TBD | | TBD | Payout as % of Target | | 78% | | TBD | | TBD | Projected Payout (3 year average of Payout as % of Target) | | TBD |
(1)PSU OI attainment for FY2023 reflects actual FY2023 Adjusted OI attainment adjusted for a currency impact of $.5M versus plan. FY2023 target goal was set at 5% growth over FY2022 Actual Attainment Baseline. (2)Actual and PSU OI Attainment for FY2024 and FY2024 to be available with their respective year-end financial results and definitive proxy statements.
2022-2024 PSU OI
| | | | | | | | | Year 1 | | Year 2 | | Year 3 | CY2022 PSU OI | | (CY22) | | (CY23 YE) | | (CY24) | Maximum (>=120% of metric target performance pays 200% of Target PSUs) | | $663.1 | | $620.4 | | $723.6 | Target (100% of metric target performance pays 100% of Target PSUs) | | $552.6 | | $517.0 | | $603.0 | Threshold (80% of metric target performance pays 50% of Target PSUs) | | $442.1 | | $413.6 | | $482.4 | Actual Attainment Baseline for 5% Growth Goal | | $492.3 | | $574.3 | | TBD | PSU OI Attainment | | $532.7 | | $573.5 | | TBD | Performance as % Metric Target | | 96% | | 111% | | TBD | Payout as % of Target | | 91% | | 155% | | TBD | Projected Payout (3 year average of Payout as % of Target) | | TBD |
(1)PSU OI Attainment for FY2022 reflects actual FY2022 Adjusted OI attainment adjusted for a currency impact of $40.4M versus plan. FY2023 target goal was set at 5% growth over FY2022 Actual Attainment Baseline. (2)Actual and PSU OI Attainment for FY2024 to be available with its respective year-end financial results and definitive proxy statements. (3)Adjusted Actual Attainment for FY2023 reflects actual FY2023 Adjusted OI attainment adjusted for a currency impact of $.76M versus 2022 actuals.
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| PERRIGO• 2024 PROXY STATEMENT |
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2021-2023 PSU OI
| | | | | | | | | Year 1 | | Year 2 | | Year 3 | CY2021 PSU OI | | (CY21) | | (CY22) | | (CY23YE) | Maximum (>=120% of metric target performance pays 200% of Target PSUs) | | $681.0 | | $603.7 | | $620.3 | Target (100% of metric target performance pays 100% of Target PSUs) | | $567.5 | | $503.1 | | $516.9 | Threshold (80% of metric target performance pays 50% of Target PSUs) | | $454.0 | | $402.4 | | $413.5 | Actual Attainment Baseline for 5% Growth Goal | | $479.1 | | $492.3 | | $574.3 | PSU OI Attainment | | $471.6 | | $532.3 | | $573.5 | Performance as % Metric Target | | 83% | | 106% | | 111% | Payout as % of Target | | 58% | | 129% | | 155% | Projected Payout (3 year average of Payout as % of Target) | | 114% |
(1)PSU OI Attainment for FY2021 reflects actual FY2021 Adjusted OI attainment adjusted for a currency impact of $7.5M versus plan. FY2022 target goal represents 5% growth over FY2021 Actual Attainment Baseline. (2)Adjusted Actual Attainment for FY2022 reflects actual FY2022 Adjusted OI attainment adjusted for a currency impact of $39.9M versus 2021 actuals. FY2023 target goal was set at 5% growth over FY2022 Actual Attainment Baseline. (3)Adjusted Actual Attainment for FY2023 reflects actual FY2023 Adjusted OI attainment adjusted for a currency impact of $.76M versus 2022 actuals. 2024-2026 PSU OI For the 2024 grant, the Committee changed the PSU OI program design to further align with investor preference to measure three-year cumulative PSU OI. Instead of measuring year-over-year growth separately for each year of the three-year performance period, the 2024-2026 PSU OI will become 100% vestedbe earned based on June 6, 2020 (threecumulative PSU OI dollars generated over the three fiscal years from2024, 2025, and 2026. Target PSU OI will be the sum of: •Adjusted Operating Income included in the 2024 Annual Financial Plan (“2024 Plan OI") •2024 Plan OI x 1.05, and •2024 Plan OI x 1.05 x 1.05
Relative TSR PSUs (“rTSR PSUs”) Twenty percent of each executive’s target annual grant date). value is in the form of rTSR PSUs. The CommitteeTCC selected ROTCrTSR as the applicable long-term performance measure for these PSUs because it measures our ability to generate profits fromdirectly align the effective useinterests of all tangible capital investedthe executive team with the long-term market performance of Perrigo’s shares. The inclusion of rTSR-PSUs in the business. Tangible capital is defined as Perrigo’s operating assets and liabilities excluding all acquisition-related intangible assets and goodwill. ROTC is calculated by dividing Perrigo’s net operating profit after tax (“NOPAT”) by its tangible capital. Both management and the Board of Directors regularly review both ROTC and return on invested capital (“ROIC”) to measure Perrigo’s ability to provide a return on all assets greater than its cost of capital. The ROIC calculation includes goodwill as well as intangible assets from acquisitions. The 2017 ROTC target was lower than 2016 actual ROTC due primarily to the sale of the Tysabri® financial asset in the first quarter of 2017. Additionally, a smaller portion of that difference was attributable to the impact of the unforeseen competitive issues related to Entocort®.
As reflected in the chart below, our 2017 ROTC performance of 39.2% resulted in an actual vesting credit of 173% of target for 2017, which will be relevant for any performance period that includes 2017.
1. Return on Tangible Capital = ROIC, excluding impact of goodwill, intangibles and related amortization and non-operating results, consistent with prior year’s metric.
FY2017 Budget ROTC 1 (SM) FY2017 Actual ROTC1 (SM) NOPAT $786 .7 NOPAT $824 .6 Tangible Capital $2,155 .7 Tangible Capital $2,106 .0 ROTC 36.5% ROTC 39.2% 2015 Stub Period FY2016 FY2017 Maximum (200% Vesting) 66 .6% 8l.3% 40 . 1% 39.2% Target (Plan - 100% Vesting) 60 .5% 73 .9% 36.5% 56.6% Minimum (50% Vesting) 54 .5% 66 .5% 32.8% 62.3% Performance Period Vesting Credit 68% 0% 173% a b c Performance Vesting Credit for 2015 Stub Period Grant (a+b+c)/3 = 80% 1. Return on Tangible Capital= ROIC, excluding impact ofgoodwill, intangibles and related amortization and non-operating results, consistent with prior year’s metric .
With respect to the ROTC-PSUs that vested in 2017, the vesting credits for fiscal 2017, fiscal 2016, and the 2015 Stub Period were 173%, 0%, and 68%, respectively, based on Perrigo’s financial performance. Given these percentages, the full three-year vesting credit for the PSUs granted in the 2015 Stub Period was 80% of target. Information regarding the 2015 Stub Period grant is included in footnote 4 to the Outstanding Equity Awards at 2017 Year End table on page 37.The actual number of restricted stock units that vested in 2017 for each of our named executive officers is listed under Number of Shares Acquired on Vesting in the Option Exercises and Stock Vested in 2017 table on page 35.
Theper-share accounting cost of the ROTC PSUs is based on the stock price on the grant date. The ultimate expense for the ROTC-PSUs is based on the number of shares actually earned, and is accrued over the three-year performance period.
The grant date fair value, as calculated under the applicable accounting standard (FASB ASC Topic 718), for 2017 stock-based grants is presented in the Grants of Plan-Based Awards for 2017 table on page 33.
rTSR PSUs
Starting in 2017, the Committee approved the addition of a rTSR metric with a three-year measurement period to the performance-based equityoverall LTIP mix to better align executive compensation with long-term Company performance. The rTSR-PSUs account for 20% of each executive’s target grant value. The Committee added the rTSR PSUs to the LTI mix, further increasing executive performance with shareholders and replacing the service-vesting RSU portion of annual LTI granted in previous years. This change increases the percentage of each executive’s LTI grant that is subject to performance achievements, and introducesalso provides a relative external performance metric to balance the internal performance metric of ROTC.PSU OI growth in the PSU OI PSUs.
The number of rTSR PSUs that mayearned can be earned0 if the threshold goal is not achieved, or can range from 50% to 200% of the target number of rTSR PSUs based on our relative total shareholder returnPerrigo’s rTSR performance versus peerthe companies measured cumulativelyin the S&P 500 over the three-year performance period. period, according to the following table:
| | | 2023-2025 Relative TSR Percentile Rank |
| Payout (% of Target Shares) |
|
| ≥ 80th Percentile |
| 200% |
|
| 55th Percentile |
| 100% |
|
| 30th Percentile |
| 50% |
|
| <30th Percentile |
| 0% |
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| PERRIGO• 2024 PROXY STATEMENT |
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Total shareholder return for Perrigo and the peer companies is calculated using an average of adjusted closing prices for the30-day 20-trading day periods starting on the first and ending on the last day (January 1, 2017 and December 31, 2019, respectively, for the 2017-2019 rTSR PSUs) of the performance period. Earned shares can range from 0 to 200% of the target number of rTSR PSUs, as outlined in the following table. | | | | | 2017-2019 Relative TSR Percentile Rank
| | Payout (% of Target Shares)
| | | >= 80th Percentile
| | 200%
| | | 55th Percentile
| | 100%
| | | 30th Percentile
| | 50%
| | | <30th Percentile
| | 0%
|
Payout for performance between levels will beis linearly interpolated. If our absolute TSR is negative, the maximum number of shares that may be earned is 100% of target, regardless of our relative performance. In addition, the overall earned value is capped at 500% of the target value. Upon his promotion to acting CFO in February 2017, we provided Ron Winowiecki with a cash bonus2021-2023 rTSR PSUs
The performance period for the 2021-2023 rTSR PSUs ended December 31, 2023. The Company’s relative TSR was below the 30th percentile versus the constituents of $50,000the S&P 500, and RSUs valued at $350,000. Prior and unrelated to his appointment as acting CFO, he was granted a special cash retention award in August 2016, which paid out in March 2017. Other Policies, Practices and Guidelines Executive Stock Ownership Guidelines Consistent with our compensation philosophy of tying a significant portion of the total compensation to performance, our executive compensation program facilitates and encourages long-term ownership of Perrigo stock. Our stock ownership guidelines reinforce that philosophy by requiring executive officers to maintain specific levels of stock ownership. Each executive officer is required to attain certain target levels of stock ownership. These ownership guidelines are expressed in terms of a multiple of base salary. The current ownership guidelines are as follows: Chief Executive Officer: 6 times base salary | · | | Chief Executive Officer: 6 times base salary |
| · | | Executive Vice President: 3 times base salary |
| · | | Senior Vice President: 2 times base salary |
Executive Vice President: 3 times base salary Senior Vice President (only if designated as Section 16 Officer): 2 times base salary For purposes of determining an executive officer’s stock ownership, at least fifty percent (50%) must consist of (i) shares purchased on the open market, (ii) shares owned jointly with a spouse and/or children, (iii) shares acquired through the exercise of stock options or vesting of restricted shares or restricted stock units,RSUs, or (iv) shares held through the Perrigo Company Profit-Sharing and Investment Plan. The balance of an executive officer’s stock ownership may be satisfied through (a) unvested butearned performance-based restricted stock shares PSUs or restricted share unitsRSUs that have not been forfeited, and (b) unvested service-based restricted shares or restricted share unitsRSUs that have not been forfeited. Unearned PSUs and unexercised stock options do not count toward an executive’s ownership when measured against the requirement. Until each executive officer attains the applicable target stock ownership level, he or she is required to retain a stated percentage of shares received through our incentive plans, including shares obtained through the exercise of stock options, vesting of restricted shares or RSUs, payout of performance sharesPSUs and any other vehicle through which the individual acquires shares. At any time that an executive’s direct stock ownership is below the required levels set forth above, (i) with respect to restricted shares and units, he/he or she is restricted from selling more than 50% of the net shares received following the vesting of any service-based or performance-based restricted sharesPSUs or restricted share unitsRSUs under any of the Company’s compensation plans, and (ii) with respect to stock options, he or she is restricted from selling more than 50% of the net value received upon the exercise of any stock option (i.e. after the cost of the option and taxes are remitted), such that at least 50% of the net value received upon the exercise of any stock option must be converted to directly owned shares. In these cases, however, the participants must still adhere to the retention requirements with respect to the remaining shares. In May of 2023, the TCC modified the definition of ownership to include unvested service-based restricted stock units only for retirement-eligible executives since the RSUs for retirement eligible executives no longer require service to earn the awards as outlined in our 2019 Long-Term Incentive Plan. As of the end of 2017,2023, all of our executive officers, including our named executive officers,NEOs, were in compliance with these guidelines.guidelines, either by satisfying applicable ownership levels or complying with the retention requirements.
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Clawback Policy OurIn August of 2023 Perrigo adopted a Compensation Recovery Policy consistent with the final SEC rules and NYSE listing standards, and our AIP and 2019 LTIP (including in the LTIP grant documentsdocuments), and Non-Qualified Deferred Compensation policies were all amended to include a claw-back provisionclawback provisions that allowsrequire Perrigo to recover certain incentive compensation paid to an executive if Perrigo’s financial results are later restated due to the individual’s misconduct, including, without limitation, fraud or knowing illegal conduct.
Anti-Hedging and Anti-Pledging Policy In August 2016, the Board of Directors amended theOur insider trading policy. As amended, the policy which already prohibitedprohibits executive officers and directors from trading in options, warrants, puts and
calls or similar instruments on Perrigo securities and holding Perrigo securities in margin accounts, also prohibits executive officers and directorsas well as from pledging Perrigo securities as collateral for a loan. In addition, the amended policy prohibits our directors and all employees, including executive officers, from selling Perrigo securities “short,” engaging in “short sales against the box,” and entering into hedging or monetization transactions or similar arrangements with respect to Perrigo securities. Compensation Risk Assessment At the Committee’sTCC’s request, FW Cook, the Committee’sTCC’s independent consultant, conducted an assessment of Perrigo’s compensation policies and practices for 20172023 to determine whether any practices might encourage excessive risk taking on the part of executives. This assessment included a review of Perrigo’s pay philosophy, competitive position, annual incentive arrangements (including broad-based incentive plans)plans, based on an inventory of such plans that management provided to FW Cook) and long-term incentive arrangements (including stock option, restricted stock unitRSU and performance share unit design)PSU design, as well as potential mitigating factors such as stock ownership requirements, caps on incentive plan payouts, and recoupment policies.policies). After considering FW Cook’s assessment, the CommitteeTCC concluded that our compensation programs are designed and administered with the appropriate balance of risk and reward in relation to our overall business strategy and are not designed in such a way to encourage executives and employees to take unnecessary risks that would be reasonably likely to have a material adverse effect on Perrigo. Based on our program and the assessment review from FW Cook, the Committee determined that any risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on Perrigo.
Benefits and Perquisites Retirement Benefits.We offer retirement benefit plans to provide financial security and to facilitate employees’ saving for their retirement. We make annual contributions under our Profit SharingPerrigo Profit-Sharing and Investment Plan for employees, including the executive officers. We also make matching contributions up to the limits as defined in the applicable regulations under our 401(k) Plan to certain of our employees, including the named executive officers.NEOs. Executive Perquisites.Benefits. We provide a limited number of perquisites to our named executive officers.NEOs. Benefits and perquisites may include supplemental long-term disability insurance premiums, executive physical exams, relocation benefits, pension benefits and financial counseling/tax advice. Non-Qualified Deferred Compensation Plan.We maintain aNon-Qualified Deferred Compensation Plan (the “Deferred(“Deferred Compensation Plan”) that allows certain executives, including the named executive officers,NEOs, and other management level personnel to voluntarily elect to defer base salary and earned annual incentive awards. Under that plan, we provide annual profit-sharing contributions and matching contributions that cannot be provided under Perrigo’s Profit-Sharing and Investment Plan (the“(“Tax-Qualified Plan”) because of the limitations of Sections 415 and 401(a)(17) of the Code. Code Section 415 limits the total annual additions to a participant’s account under theTax-Qualified Plan to a specified dollar amount, currently $54,000.which was $66,000 for 2023. Code Section 401(a)(17) limits total compensation that can be considered under theTax-Qualified Plan. This limit is currently $270,000.$330,000. Due to these limits, certain Perrigo employees would not receive profit-sharing contributions and matching contributions under theTax-Qualified Plan on their full compensation. Therefore, we provide affected employees who contribute to the Deferred Compensation Plan, including the named executive officers,NEOs, a company match and a profit sharingprofit-sharing contribution under the Deferred Compensation Plan that they would have been eligible for under theTax-Qualified Plan but for the limitations under the Code. Employment Agreements (Severance Benefits) .We typically do not enter into employment agreements with our executives other than our CEO. Based onCEO and non-U.S. executives, such as Mr. Hendrickson’s promotion to CEO during 2016, weAndersen and Mr. Janish, where local laws require it. We entered into an employment agreement with him.Mr. Lockwood-Taylor when he was appointed as President and CEO in June 2023. In December 2019, based on Svend Andersen’s move to Belgium and based on Belgian law, we
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| PERRIGO• 2024 PROXY STATEMENT |
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terminated Mr. Andersen’s U.K. agreement and replaced it with a Belgian agreement. In March 2023, based on Mr. Janish's move to Ireland and based on Irish law, we entered into an Irish Employment Agreement with Mr. Janish. The key compensation terms of this agreementthese agreements are summarized below. Post-employment payments under employment agreements, as applicable, and the CEO’s employment agreementU.S. Severance Policy, and our Change in Control Severance Policy for U.S. Employees, are presented in the section entitled “Potential Payments Upon Termination or Change in Control” beginning on page 36.47. In addition, based on Sharon Kochan’s move to Israel during 2016, and based on Israeli law, we entered into an employment contract with him. The key compensation terms of Mr. Kochan’s agreement are summarized below.
In January 2018, we entered into an employment agreement with Uwe Roehrhoff in connection with his appointment as President and CEO.
All other executivesNEOs, except Mr. Kessler, Mr. Lockwood-Taylor, Mr. Andersen, and Mr. Janish, are subject to our general severance policy in the event of termination other than for cause and not in connection with a change in control. Under this policy, executives terminated without cause would receive 52 weeks of base salary, a52-week waiver of COBRA premiums, apro-rata bonus payment and can elect career transition assistance up to a maximum of $25,000.policy. Mr. HendricksonKessler Mr. Hendrickson’sMurray S. Kessler’s employment agreement became effective on August 3, 2016.October 8, 2018. In accordance with his employment agreement, Mr. Kessler’s compensation included: a base salary; participation in the AIP; annual grants of equity under the LTIP; and participation in Perrigo’s other employee benefit plans.
The employment agreement provided for an initial term of three years, subject to automatic renewal thereafter for one-year periods unless either party provides 180 days’ prior notice of non-renewal. The agreement contained customary confidentiality obligations, non-competition restrictions for two years from the date of termination of employment and non-solicitation restrictions for two years from the date of termination of employment. On February 13, 2019, Mr. Kessler’s employment agreement was amended to avoid the unintended forfeiture of equity compensation if he were to retire after the initial three-year term of his contract. It provided for accelerated vesting of awards granted under the LTIP (other than PSUs, which will vest or be forfeited based on the attainment of performance goals) so long as Mr. Kessler attains age 62 prior to his termination from employment. On March 1, 2021, Perrigo Management Company (a subsidiary of the Company) signed an Amended and Restated Employment Agreement (Amended Agreement) with Mr. Kessler to extend his term as CEO, President and member of the Board of Directors for an additional three-year period through October 8, 2024. The term was subject to automatic renewal thereafter for one-year periods unless either party provides 180 days’ prior notice of non-renewal. The Amended Agreement maintained Mr. Kessler’s current salary and provides a target annual bonus opportunity of $1,545,000 in 2021 and not less than $1,745,000 in 2022 and future years. Beginning in 2022, the fair value of Mr. Kessler’s annual grant under the LTIP would be no less than $9,750,000. In 2023 the Board increased Mr. Kessler’s target compensation in recognition of the major strategic accomplishments in the Company’s self-care transformation under his leadership, including the reconfiguration of the Company’s product portfolio, a significant reduction of uncertainty including the resolution of the potential €1.6 billion Irish tax liability and the return to strong growth of the Company’s topline. The Board also felt the executional excellence required for the Company’s go-forward strategic plans further supported an increase in his target compensation which continues to require strong performance in order for the AIP and LTI PSUs to payout for Mr. Kessler. On May 9, 2023, Mr. Kessler notified the Company of his intent to retire, effective July 31, 2023. The Board implemented its succession plan, and on June 8, 2023 appointed Mr. Lockwood-Taylor as President, CEO and Director, at which time Mr. Kessler retired from those same positions, but remained with the Company in an advisory role to assist with the transition until July 31, 2023. Mr. Lockwood-Taylor Mr. Lockwood-Taylor's employment agreement became effective on June 30, 2023. Consistent with our emphasis on performance-based pay, the majority of Mr. Hendrickson’sLockwood-Taylor's annual compensation is stock-based with the ultimate value realized based on Perrigo’s stock price performance. In accordance with his employment agreement, Mr. Hendrickson’sLockwood-Taylor's compensation includes: a base salary; participation in the MIB Plan;AIP; annual grants of stock options and PSUs;equity under the LTIP; and participation in Perrigo’s other employee benefit plans. Mr. Lockwood-Taylor did not receive a 2023 annual grant under the LTIP. The agreement outlines one-time Buy-Out Compensation offered in the form of $2,800,000 Restricted Stock Units and $1,500,000 in Equity Performance Stock Units expressly intended to offset a portion of the approximately $4,300,000 in unvested equity which was forfeited upon
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exiting his previous organization. The Independent Directors were intentional to ensure that a significant portion of this was performance based, subject to performance of PSU OI and aligned with the interest of shareholders. In addition, the employment agreement did offer initial benefits related to relocation to Grand Rapids, Michigan and Legal Fees related to negotiation of his employment agreement. The employment agreement providedprovides for an initial term of threetwo years, subject to automatic renewal thereafter forone-year two-year periods unless either party provides 18090 days’ prior notice ofnon-renewal. The agreement containedcontains customary confidentiality obligations,non-competition restrictions for two years from the date of termination of his employment andnon-solicitation restrictions for two years from the date of termination of his employment. If Mr. HendricksonLockwood-Taylor were involuntarily terminated by us without cause or voluntarily terminated for good reason (as defined in the agreement), he would receive cash severance benefits and continued vesting of certain stock basedstock-based awards. The circumstances under which severance benefits are triggered and the resulting payouts are generally consistent with market practices. In connection with the announcement that Mr. Hendrickson would be stepping down as CEO, we entered intoSeptember of 2023, an amendment to Mr. Hendrickson’sLockwood-Taylor was issued changing his place of employment agreementfrom Grand Rapids, Michigan to Morristown, New Jersey negating the need for additional standard relocation support. The Company and Patrick Lockwood-Taylor entered into Amendment No. 2 to his Employment Agreement, on June 5, 2017February 21, 2024, which modified Mr. Lockwood-Taylor’s AIP target bonus opportunity for 2024 from 120% of annual base salary to ensure management continuity40% of annual base salary. In consideration thereof, Mr. Lockwood-Taylor will receive an RSU grant under the LTIP in a critical turnaround year. Mr. Hendrickson agreed2025 equal to remain withtwo times the Company until his successor commenced employment, andactual AIP bonus awarded for up to 60 days thereafter to assist in the transition2024 performance, plus 10% (the “Transition Date”“RSU Grant”). The amendment provided that if RSU Grant will be in addition to any annual award under the LTIP and will vest in two equal installments on the first and second anniversary of the grant date. Mr. Hendrickson remained employed through the Transition Date, he would be deemed to have been terminated without cause and would receive the separation payments and benefits to which he was otherwise entitled, which remained unchanged from his prior agreement. Mr. Kochan Mr. Kochan’s employmentAndersen’s current Belgian management agreement became effective on September 1, 2016.in December 2019. In accordance with his employmentmanagement agreement, Mr. Kochan’sAndersen’s compensation currently includes a base salary; participation in the MIB Plan; andAIP; annual grants of equity under the LTI Plan.LTIP; and an additional fee to use for travel.
The employmentmanagement agreement has an indefinite term and will continue unless either partyMr. Andersen provides 18six months’ prior notice of termination or the Company provides three months’ prior notice of termination. The agreement containsnon-disclosure restrictions for three confidentiality provisions as well as non-competition and non-solicitation provisions, ranging from one year to two years from the date of termination of his agreement.
Mr. Janish Mr. Janish's Irish Employment Agreement became effective in March 2023. In accordance with this employment andnon-competition andnon-solicitation restrictions for six months fromagreement, Mr. Janish's compensation includes a base salary; participation in the dateAIP; annual grants of equity under the LTIP; and participation in Perrigo's other employee benefit plans. The Employment Agreement is fixed term agreement ending on December 31, 2025 and provides three months' prior notice of termination of his employment. Further details regarding potential payments underby both parties. If Mr. Hendrickson’s and Mr. Kochan’s agreements upon a termination of employment, including following a change in control, are presentedJanish were involuntarily terminated by us without cause or voluntarily terminated for good reason (as defined in the section entitled “Potential Payments Upon Termination or Change in Control” beginningPerrigo Employee Severance Programme, Ireland), he would receive cash severance benefits and continued vesting of stock-based awards for thirty-six months. The agreement contains confidentiality provisions.
The agreement also contains relocation support consistent with what is required to enable a standard international relocation on page 36.a fixed term basis.
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| PERRIGO• 2024 PROXY STATEMENT |
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Summary Compensation Table The following table summarizes the compensation of our named executive officers for 2017, 2016,2023, 2022, and 2021. Summary Compensation Table
| | | | | | | | | | | | | | | Name and Principal Position | | Fiscal
Year | | Salary
($) | | Bonus
($) (1) | | Stock
Awards
($)(2) | | Non-Equity
Incentive Plan
Compensation
($)(3) | | All Other
Compensation
($)(4) | | Total
($) | Patrick Lockwood-Taylor | | 2023 | | 604,615 | | — | | 4,300,008 | | 1,080,000 | | 83,346 | | 6,067,969 | CEO, President | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Murray S. Kessler | | 2023 | | 759,557 | | — | | 10,047,050 | | — | | 91,133 | | 10,897,739 | Former CEO, President | | 2022 | | 1,263,750 | | — | | 9,927,633 | | 1,678,865 | | 104,088 | | 12,974,336 | | | 2021 | | 1,236,000 | | — | | 7,749,994 | | 1,444,014 | | 99,253 | | 10,529,261 | Eduardo Bezerra | | 2023 | | 721,000 | | — | | 1,854,825 | | 436,800 | | 38,767 | | 3,051,392 | EVP, CFO | | 2022 | | 437,500 | | 200,000 | | 1,875,395 | | 549,976 | | 9,150 | | 3,072,021 | James Dillard III | | 2023 | | 576,713 | | — | | 1,545,683 | | 267,425 | | 39,482 | | 2,429,303 | EVP, President CSCA | | 2022 | | 674,375 | | — | | 2,036,398 | | 390,078 | | 81,869 | | 3,182,721 | | | 2021 | | 605,558 | | — | | 1,100,036 | | 311,694 | | 82,103 | | 2,099,391 | Svend Andersen | | 2023 | | 647,142 | | — | | 1,442,661 | | 366,687 | | 93,806 | | 2,550,296 | EVP, President CSCI (5) | | 2022 | | 606,592 | | — | | 2,010,985 | | 469,373 | | 90,967 | | 3,177,917 | | | 2021 | | 618,980 | | — | | 1,400,039 | | 465,148 | | 96,657 | | 2,580,823 | Kyle L. Hanson | | 2023 | | 618,000 | | — | | 1,339,638 | | 304,200 | | 21,750 | | 2,283,588 | EVP, General Counsel and Secretary | | 2022 | | 350,000 | | — | | 1,571,020 | | 371,319 | | 8,550 | | 2,300,889 | Ronald Janish | | 2023 | | 622,913 | | — | | 875,904 | | 294,824 | | 439,078 | | 2,232,720 | EVP, Global Operations & Supply Chain & CTO | | | | | | | | | | | | | | |
1)Represents any cash bonus with the 2015 Stub Period and fiscal year 2015. | | | | | | | | | | | | | | | | | Name and Principal Position | | Fiscal
Year | | Salary($) | | Bonus($) | | Stock Awards($)(1) | | Option
Awards($)(2) | | Non-Equity
Incentive Plan
Compensation($)(3) | | All Other
Compensation($)(5) | | Total($) | John T. Hendrickson | | 2017 | | 900,000 | | - | | 4,200,001 | | 1,799,990 | | 1,322,676 | | 99,561 | | 8,322,228 | Chief Executive Officer | | 2016 | | 810,521 | | - | | 3,437,040 | | 1,473,024 | | - | | 79,312 | | 5,799,896 | | | 2015SP | | 283,250 | | - | | 1,450,103 | | - | | 175,822 | | 26,908 | | 1,936,083 | | | 2015 | | 490,750 | | - | | 930,677 | | 285,023 | | 295,912 | | 62,730 | | 2,065,093 | | | | | | | | | | Ronald L. Winowiecki | | 2017 | | 479,137 | | 116,698 (6) | | 735,074 | | 164,995 | | 509,444 | | 27,699 | | 1,916,349 | Executive Vice President, Acting | | | | | | | | | | | | | | | | | Chief Financial Officer(4) | | | | | | | | | | | | | | | | | | | | | | | | | | Todd W. Kingma | | 2017 | | 526,330 | | - | | 918,781 | | 393,746 | | 418,988 | | 67,458 | | 2,325,304 | Executive Vice President, | | 2016 | | 522,498 | | - | | 875,016 | | 374,989 | | - | | 92,434 | | 1,864,937 | General Counsel and Secretary | | 2015SP | | 251,750 | | 375,000 (7) | | 1,475,007 | | - | | 119,601 | | 22,837 | | 1,869,196 | | | 2015 | | 490,750 | | - | | 986,231 | | 285,023 | | 294,812 | | 92,914 | | 2,149,731 | | | | | | | | | | Sharon Kochan(8) | | 2017 | | 556,402 | | - | | 595,006 | | 255,002 | | 408,856 | | 225,105 | | 2,040,370 | Executive Vice President, | | 2016 | | 500,587 | | - | | 594,975 | | 255,017 | | 65,000 | | 65,769 | | 1,481,348 | BCH & International | | 2015SP | | 243,150 | | - | | 841,500 | | - | | 110,539 | | 3,559 | | 1,198,748 | | | 2015 | | 474,125 | | - | | 575,339 | | 240,909 | | 279,509 | | 47,105 | | 1,616,987 | | | | | | | | | | Jeffrey R. Needham | | 2017 | | 507,500 | | | | 639,391 | | 274,056 | | 403,998 | | 45,324 | | 1,870,269 | Executive Vice President, | | 2016 | | 505,625 | | - | | 608,932 | | 260,998 | | 170,000 | | 52,869 | | 1,598,424 | Consumer Healthcare | | 2015SP | | 248,000 | | - | | 855,146 | | - | | 120,274 | | 3,675 | | 1,227,095 | | | | | | | | | | Judy L. Brown | | 2017 | | 164,336 | | - | | - | | - | | - | | 47,928 | | 212,263 | Executive Vice President, | | 2016 | | 651,632 | | - | | 1,469,991 | | 630,006 | | - | | 152,800 | | 2,904,429 | Chief Financial Officer(4) | | 2015SP | | 312,625 | | - | | 2,375,083 | | - | | 170,460 | | 31,950 | | 2,890,118 | | | 2015 | | 605,950 | | - | | 1,617,124 | | 572,404 | | 419,968 | | 153,904 | | 3,369,350 |
1) exception of the Annual Bonus under the AIP (captured in the column “Non-Equity Incentive Plan Compensation”): for Mr. Bezerra, a sign-on bonus of $200,000, in 2022.
2)Represents the full grant date fair value of stock awards granted in the years shown, calculated in accordance with U.S. GAAP. Stock awards include service-based restricted stock units and performance-based restricted stock units. For the performance-based stock awards, the amounts reported were valued using the closing market price of our ordinary shares on the date of grant assuming payout at target performance of 100% (the probable outcome of the relevant performance conditions as of the grant date). See the Grants of Plan-Based Awards for 20172022 table for additional information regarding the full grant date fair value for all stock awards. 2) Represents the full grant date fair value of stock options granted in the fiscal years shown, calculated in accordance with U.S. GAAP. Stock options were valued using the Black-Scholes model. Additional weighted average valuation assumptions related to optionstock awards are included in the stockholders’stockholders' equity note of the audited financial statements included in our Annual ReportsReport on Form10-K for the fiscal years ended December 31, 2017,2023, December 31, 20162022 and June 27, 2015. No stock options were granted during the 2015 Stub Period.
December 31, 2021. 3)The compensation amounts set forth in the “Non-Equity “Non-Equity Incentive Plan Compensation” column represent the Management Incentive BonusAIP bonus earned for the relevant fiscal year/stubyear period as described in the Compensation Discussion and Analysis section entitled Elements of2023 Executive Compensation Program in Detail – Annual Incentive Award Opportunities.Opportunities.. 4) Ms. Brown ceased to be the CFO and Mr. Winowiecki was appointed as acting CFO in February 2017.5)
The following'All Other Compensation Detail' table below discloses the compensation amounts set forth in the “All Other Compensation” column of the Summary Compensation Table. | | | | | | | | | | | | Name | | Perquisites and Other
Personal Benefits($)(1) | | Registrant Contributions
to Defined Contribution
Plans ($)(2) | | Registrant Contributions
to Non-Qualified Plans | | Executive Long-Term
Disability ($)(3) | | Total ($) | John T. Hendrickson | | 32,273 | | 16,334 | | 45,724 | | 5,230 | | 99,561 | Ronald Winowiecki | | - | | 16,334 | | 7,314 | | 4,051 | | 27,699 | Todd W. Kingma | | 22,359 | | 16,334 | | 23,031 | | 5,734 | | 67,458 | Sharon Kochan(4) | | 109,796 | | 96,313 | | 14,798 | | 4,198 | | 225,105 | Jeffrey R. Needham | | 340 | | 16,334 | | 22,041 | | 6,609 | | 45,324 | Judy Brown | | - | | 12,869 | | 34,023 | | 1,036 | | 47,928 |
1) Represents an allowance for tax/financial planning services. Employees are also eligible
5)Amounts paid to receive a reimbursement to cover applicable taxes when they work out of their home stateMr. Andersen and encounter double taxation in states and localities where they would not be eligible to receive a credit for such taxes when filing their tax returns in their home state. For Mr. Kochan, represents the value of a company car, $66,044, and Education Fund, $41,730, as provided in accordance with local policy.2) Represents the Company’s contributions to 401(k) and Profit-Sharing Plans. For Mr. Kochan represents employer contribution to pension plan of $88,078 and $8,234 to the 401(k) plan.
3) Represents executive long-term disability plan premiums paid by the Company.
4) Paid in Israeli Shekels and converted to U.S. dollars based on foreign currency exchange rates on the last business day of the fiscal year.
6) Represents a retention award of $66,968 and a promotion award of $50,000.
7)One-time cash bonus awarded for recognizing key contributions related to Mylan’s hostile takeover attempt.
8) Any amounts paid in Israeli ShekelsJanish were converted to U.S. dollars based on foreign currency exchange rates on December 29, 2023.
All Other Compensation Detail
| | | | | | | | | | | Name | | Perquisites
and Other
Personal
Benefits
($)(1) | | Registrant
Contributions
to Defined
Contribution
Plans
($)(2) | | Registrant
Contributions to
Non-Qualified
Plans
($) | Tax Gross-up
($)(3) | | | Total
($) | Patrick Lockwood-Taylor | | 50,551 | | — | | — | 32,795 | | | 83,346 | Murray S. Kessler | | — | | 19,050 | | 72,083 | — | | | 91,133 | Eduardo Bezerra | | — | | 19,050 | | 19,717 | — | | | 38,767 | James Dillard III | | — | | 19,050 | | 20,432 | — | | | 39,482 | Svend Andersen(4) | | 93,806 | | | | | — | | | 93,806 | Kyle L. Hanson | | — | | 19,050 | | 2,700 | — | | | 21,750 | Ronald Janish | | 267,427 | | 19,050 | | 33,044 | 119,557 | | | 439,078 |
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1)For Mr. Lockwood-Taylor, represents the last business daycost of a flight on the respective fiscal year.corporate aircraft and legal fees associated with the negotiation of his employment agreement. For Mr. Andersen, represents a contractual management fee. For Mr. Janish, represents a fee in lieu of Irish pension contributions, a housing allowance, and a car allowance. 2)Represents the Company’s contributions to 401(k) and Profit-Sharing Plans. 3)For Mr. Lockwood-Taylor, represents a tax gross-up in relation to legal fees associated with the negotiation of his employment agreement, which was initially intended to include relocation. For Mr. Janish, represents a tax gross-up associated to his housing allowance, which was offered as part of his relocation package. 4)Amounts paid to Mr. Andersen and Mr. Janish were converted to U.S. dollars based on foreign currency exchange rates on December 29, 2023. Grants of Plan-Based Awards for 20172023 The following table provides information regarding equity andnon-equity awards granted to the named executive officers during 2017.2023.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Estimated Possible Payouts Under Non-
Equity Incentive Plan Awards(3) | | | Estimated Possible Payouts Under
Equity Incentive Plans (4) | | | All Other Stock
Awards (#) (5) | | | All Other Option
Awards: Number of
Securities
Underlying
Options(#) (6) | | Exercise or Base
Price of Option
Awards ($/Sh) | | Grant Date Fair
Value of Stock
and Option
Awards($) (7) | | Name | | Grant Date (1) | | | | Award Date (2) | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | | | | | | | | | | | | | | | | | | | John T. Hendrickson | | | 3/6/2017 | | | | | | | | | | | | 540,000 | | | | 1,080,000 | | | | 2,160,000 | | | | - | | | | - | | | | - | | | | - | | | - | | - | | | - | | | | | 6/6/2017 | | | | (9 | ) | | | 5/2/2017 | | | | - | | | | - | | | | - | | | | - | | | | 17,060 | | | | 34,120 | | | | - | | | - | | - | | | 1,200,000 | | | | | 6/6/2017 | | | | (10 | ) | | | 5/2/2017 | | | | - | | | | - | | | | - | | | | - | | | | 42,650 | | | | 85,300 | | | | - | | | - | | - | | | 3,000,001 | | | | | 6/6/2017 | | | | | | | | 5/2/2017 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | 92,293 | | 70.34 | | | 1,799,990 | | | | | | | | | | | | | | | | Ronald L. Winowiecki (11) | | | 3/6/2017 | | | | | | | | | | | | 196,414 | | | | 392,828 | | | | 8 785,656 | | | | - | | | | - | | | | - | | | | - | | | - | | - | | | - | | | | | 6/6/2017 | | | | (9 | ) | | | 5/2/2017 | | | | - | | | | - | | | | - | | | | - | | | | 1,564 | | | | 3,128 | | | | - | | | - | | - | | | 110,012 | | | | | 6/6/2017 | | | | (10 | ) | | | 5/2/2017 | | | | - | | | | - | | | | - | | | | - | | | | 3,910 | | | | 7,820 | | | | - | | | - | | - | | | 275,029 | | | | | 6/6/2017 | | | | | | | | 5/2/2017 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | 8,460 | | 70.34 | | | 164,995 | | | | | 7/21/2017 | | | | | | | | 3/8/2017 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 4,593 | | | - | | - | | | 350,033 | | | | | | | | | | | | | | | | Todd W. Kingma | | | 3/6/2017 | | | | | | | | | | | | 170,950 | | | | 341,900 | | | | 683,800 | | | | - | | | | - | | | | - | | | | - | | | - | | - | | | - | | | | | 6/6/2017 | | | | (9 | ) | | | 5/2/2017 | | | | - | | | | - | | | | - | | | | - | | | | 3,732 | | | | 7,464 | | | | - | | | - | | - | | | 262,509 | | | | | 6/6/2017 | | | | (10 | ) | | | 5/2/2017 | | | | - | | | | - | | | | - | | | | - | | | | 9,330 | | | | 18,660 | | | | - | | | - | | - | | | 656,272 | | | | | 6/6/2017 | | | | | | | | 5/2/2017 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | 20,189 | | 70.34 | | | 393,746 | | | | | | | | | | | | | | | | Sharon Kochan | | | 3/6/2017 | | | | | | | | | | | | 166,921 | | | | 333,841 | | | | 667,683 | | | | - | | | | - | | | | - | | | | - | | | - | | - | | | - | | | | | 6/6/2017 | | | | (9 | ) | | | 5/2/2017 | | | | - | | | | - | | | | - | | | | - | | | | 2,417 | | | | 4,834 | | | | - | | | - | | - | | | 170,012 | | | | | 6/6/2017 | | | | (10 | ) | | | 5/2/2017 | | | | - | | | | - | | | | - | | | | - | | | | 6,042 | | | | 12,084 | | | | - | | | - | | - | | | 424,994 | | | | | 6/6/2017 | | | | | | | | 5/2/2017 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | 13,075 | | 70.34 | | | 255,002 | | | | | | | | | | | | | | | | Jeffrey R. Needham | | | 3/6/2017 | | | | | | | | | | | | 165,100 | | | | 330,200 | | | | 660,400 | | | | - | | | | - | | | | - | | | | - | | | - | | - | | | - | | | | | 6/6/2017 | | | | (9 | ) | | | 5/2/2017 | | | | - | | | | - | | | | - | | | | - | | | | 2,597 | | | | 5,194 | | | | - | | | - | | - | | | 182,673 | | | | | 6/6/2017 | | | | (10 | ) | | | 5/2/2017 | | | | - | | | | - | | | | - | | | | - | | | | 6,493 | | | | 12,986 | | | | - | | | - | | - | | | 456,718 | | | | | 6/6/2017 | | | | | | | | 5/2/2017 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | 14,052 | | 70.34 | | | 274,056 | | | | | | | | | | | | | | | | Judy L. Brown (11) | | | 3/6/2017 | | | | | | | | | | | | 38,345 | | | | 76,690 | | | | 153,380 | | | | - | | | | - | | | | - | | | | - | | | - | | - | | | - | |
| | | | | | | | | | | | | | | | | | | | | Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards(3) | | Estimated Future Payouts Under
Equity Incentive Plans(4) | | All Other
Stock | | Grant Date
Fair Value | Name | Grant
Date(1) | | Award
Date(2) | | Threshold
($) | Target
($) | Maximum
($) | | Threshold
(#) | Target
(#) | Maximum
(#) | | Awards #
of units(5) | | of Stock
Awards($)(6) | Patrick Lockwood-Taylor | — | | — | | 720,000 | 1,440,000 | 2,880,000 | | — | — | — | | — | | — | | — | | — | | — | — | — | | — | — | — | | — | | — | | 7/10/2023(8)(9) | | 5/22/2023 | | — | — | — | | 22,762 | 45,524 | 91,048 | | — | | 1,500,016 | | 7/10/2023 | | 5/22/2023 | | — | — | — | | — | | — | | 84,977 | | 2,799,992 | Murray S. Kessler | — | | — | | 872,500 | 1,745,000 | 3,490,000 | | — | — | — | | — | | — | | 3/6/2023(7) | | 2/20/2023 | | — | — | — | | 26,380 | 52,760 | 105,520 | | — | | 2,247,048 | | 3/6/2023(8) | | 2/20/2023 | | — | — | — | | 65,950 | 131,899 | 263,798 | | — | | 4,874,987 | | 3/6/2023 | | 2/20/2023 | | — | — | — | | — | | — | | 79,140 | | 2,925,014 | Eduardo Bezerra | — | | — | | 291,200 | 582,400 | 1,164,800 | | — | — | — | | — | | — | | 3/6/2023(7) | | 2/20/2023 | | — | — | — | | 4,870 | 9,740 | 19,480 | | — | | 414,827 | | 3/6/2023(8) | | 2/20/2023 | | — | — | — | | 12,176 | 24,351 | 48,702 | | — | | 900,013 | | 3/6/2023 | | 2/20/2023 | | — | — | — | | — | | — | | 14,610 | | 539,986 | James Dillard III | — | | — | | 261,056 | 522,113 | 1,044,225 | | — | — | — | | — | | — | | 3/6/2023(7) | | 2/20/2023 | | — | — | — | | 4,059 | 8,117 | 16,234 | | — | | 345,703 | | 3/6/2023(8) | | 2/20/2023 | | — | — | — | | 10,146 | 20,292 | 40,584 | | — | | 749,992 | | 3/6/2023 | | 2/20/2023 | | — | — | — | | — | | — | | 12,175 | | 449,988 | Svend Andersen | — | | — | | 244,458 | 488,917 | 977,833 | | — | — | — | | — | | — | | 3/6/2023(7) | | 2/20/2023 | | — | — | — | | 3,788 | 7,576 | 15,152 | | — | | 322,662 | | 3/6/2023(8) | | 2/20/2023 | | — | — | — | | 9,470 | 18,939 | 37,878 | | — | | 699,985 | | 3/6/2023 | | 2/20/2023 | | — | — | — | | — | | — | | 11,364 | | 420,013 | Kyle L. Hanson | — | | — | | 202,800 | 405,600 | 811,200 | | — | — | — | | — | | — | | 3/6/2023(7) | | 2/20/2023 | | — | — | — | | 3,518 | 7,035 | 14,070 | | — | | 299,621 | | 3/6/2023(8) | | 2/20/2023 | | — | — | — | | 8,794 | 17,587 | 35,174 | | — | | 650,016 | | 3/6/2023 | | 2/20/2023 | | — | — | — | | — | | — | | 10,552 | | 390,002 | Ronald Janish | — | | — | | 196,550 | 393,099 | 786,198 | | — | — | — | | — | | — | | 3/6/2023(7) | | 2/20/2023 | | — | — | — | | 2,300 | 4,600 | 9,200 | | — | | 195,914 | | 3/6/2023(8) | | 2/20/2023 | | — | — | — | | 5,750 | 11,499 | 22,998 | | — | | 425,003 | | 3/6/2023 | | 2/20/2023 | | — | — | — | | — | | — | | 6,899 | | 254,987 |
2)Date on which the Remuneration CommitteeTCC approved the award. 3)These columns show the dollar range of potential payout for fiscal 20172023 performance under the ManagementAnnual Incentive Bonus Plan as described in the section titled 20172023 Executive Compensation Program in Detail - Annual Incentive Award Opportunities in the Compensation Discussion and Analysis. The target values are based on a percentage of each executive’sexecutive's salary. The maximum incentive award opportunity for any individual participant was 200% of the target award. In addition, the Remuneration Committee,TCC, or the Board in the case of the CEO, had the discretion to adjust any named executive officer’sofficer's award up by as much as 50% or down by as much as 100% based on individual performance. The actual payments for fiscal 20172023 non-equity incentive awards are shown in the Summary Compensation Table in the column titled “Non-Equity "Non-Equity Incentive Plan Compensation”.Compensation." 4)These columns show the range of performance-based restricted stock units that were granted in fiscal 20172023 and that could be earned in fiscal 20202026 under the LTIP, depending on whether specific performance goals are achieved in each of the three applicable performance periods, as described in the section titled 20172023 Executive Compensation Program in Detail –- Long-term Incentive Award Opportunities in the Compensation Discussion and Analysis. Earned awards, if any, can range from 0% to 200% of the target grant. The U.S. GAAP value of the 20172023 fiscal OI performance-based restricted stock units was: $36.96 per share for units granted on JuneMarch 6, 2017 was $70.34and
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$32.95 for units granted on July 10. The U.S. GAAP value of the 2023 fiscal rTSR performance-based restricted stock units was: $42.59 per share. These awards, to the extent earned, vest three years from the grant date.share for units granted on March 6. 5)This column shows the service-based restricted stock units granted to Mr. Winowiecki as a promotionalduring 2023. These award during fiscal year 2017. This promotionvest in three equal installments on each grant vests 50% on July 21, 2018 and 50% on July 21, 2019.anniversary. 6) This column shows thenon-qualified stock options granted during 2017 fiscal year under the LTIP as described in the section titled 2017 Executive Compensation Program in Detail –Long-term Incentive Award Opportunities in the Compensation Discussion and Analysis. The Black-Scholes value of the 2017 fiscal yearnon-qualified stock options granted on June 6, 2017 was $19.503 per option. Annual awards vest ratably over three years beginning on the first anniversary of the grant date.7)
Amounts are computed in accordance with U.S. GAAP and are included in the Summary Compensation Table in the applicable columns titled “Stock Awards” and “Option Awards.”"Stock Awards". For performance-based restricted stock units, the amounts disclosed are computed based on a target performance of 100%, which is the probable outcome of the relevant performance conditions as of the grant date. 8) Prorated target based on 40% of last salary as Senior Vice President and 75% of the salary as acting CFO.
9)
7)Grant of rTSR performance-based restricted stock units. 10)
8)Grant of ROTC performance-basedPSU OI-based restricted stock units. 9)Mr. Lockwood-Taylor was awarded a combination of service-based restricted stock units and PSU OI-based restricted stock units as one-time buy-out compensation, partially offsetting what was forfeited by exiting previous organization..
11) Ms. Brown ceased to be the CFO and Mr. Winowiecki was appointed as acting CFO in February 2017.
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Executive Compensation
Outstanding Equity Awards at 20172023 Year End The following table sets forth information detailing the outstanding equity awards held aton December 31, 20172023, by each of our named executive officers, other than Ms. Brown who held no equity awards as of that date.NEOs.
| | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | Stock Awards | Name | | Option /
Stock Award
Grant Date (1) | | | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable (2) | | Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable (2) | | Option
Exercise
Price ($) | | Option
Expiration
Date | | Number of
Units of Stock
That Have Not
Vested (#) | | Market
Value of
Units of
Stock That
Have Not
Vested ($) (3) | | Equity Incentive
Plan Awards:
Number of
Unearned Units
That Have Not
Vested (#) (4) | | Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Units
That Have
Not Vested ($)(3) | John T. Hendrickson | | | 8/22/2013 | | | 2,394 | | - | | 119.78 | | 8/22/2023 | | - | | | | - | | - | | | | 8/21/2014 | | | 7,133 | | - | | 147.75 | | 8/21/2024 | | - | | - | | - | | - | | | | 6/29/2015 | | | - | | - | | - | | - | | 2,987 (5) | | 260,347 | | 2,400 | | 209,145 | | | | 2/26/2016 | | | 7,315 | | 14,628 | | 129.23 | | 2/26/2026 | | 3,869 (6) | | 337,222 | | 8,802 | | 767,220 | | | | 6/21/2016 | | | 8,990 | | 17,978 | | 96.45 | | 6/21/2026 | | 4,997 (6) | | 435,539 | | 11,370 | | 990,969 | | | | 6/06/2017 | | | - | | 92,293 | | 70.34 | | 6/06/2027 | | - | | - | | 70,088 | | 6,108,885 | | | | | | | | | | | Ronald L. Winowiecki | | | 8/23/2012 | | | 902 | | - | | 108.62 | | 8/23/2022 | | - | | - | | - | | - | | | | 8/22/2013 | | | 1,066 | | - | | 119.78 | | 8/22/2023 | | - | | - | | - | | - | | | | 8/21/2014 | | | 1,230 | | - | | 147.75 | | 8/21/2024 | | - | | - | | - | | - | | | | 6/29/2015 | | | - | | - | | - | | - | | 1,636 (7) | | 142,594 | | - | | - | | | | 2/26/2016 | | | 917 | | 1,834 | | 129.23 | | 2/26/2026 | | 485 (6) | | 42,273 | | 1,104 | | 96,210 | | | | 6/06/2017 | | | - | | 8,460 | | 70.34 | | 6/06/2027 | | - | | - | | 6,425 | | 560,041 | | | | 7/21/2017 | | | - | | - | | - | | - | | 4,593 (8) | | 400,326 | | - | | - | | | | | | | | | | | Todd W. Kingma | | | 8/19/2010 | | | 8,952 | | - | | 58.82 | | 8/18/2020 | | - | | - | | - | | - | | | | 8/23/2011 | | | 10,064 | | - | | 90.65 | | 8/23/2021 | | - | | - | | - | | - | | | | 8/23/2012 | | | 8,576 | | - | | 108.62 | | 8/23/2022 | | - | | - | | - | | - | | | | 8/22/2013 | | | 7,182 | | - | | 119.78 | | 8/22/2023 | | - | | - | | - | | - | | | | 8/21/2014 | | | 7,133 | | - | | 147.75 | | 8/21/2024 | | - | | - | | - | | - | | | | 6/29/2015 | | | - | | - | | - | | - | | 2,987 (5) | | 260,347 | | 2,400 | | 209,145 | | | | 2/26/2016 | | | 3,657 | | 7,314 | | 129.23 | | 2/26/2026 | | 1,935 (6) | | 168,655 | | 4,401 | | 383,570 | | | | 6/06/2017 | | | - | | 20,189 | | 70.34 | | 6/06/2027 | | - | | - | | 15,332 | | 1,336,363 | | | | | | | | | | | Sharon Kochan | | | 8/23/2012 | | | 5,886 | | - | | 108.62 | | 8/23/2022 | | - | | - | | - | | - | | | | 8/22/2013 | | | 6,245 | | - | | 119.78 | | 8/22/2023 | | - | | - | | - | | - | | | | 8/21/2014 | | | 6,029 | | - | | 147.75 | | 8/21/2024 | | - | | - | | - | | - | | | | 6/29/2015 | | | - | | - | | - | | - | | 2,285 (5) | | 199,161 | | 1,836 | | 159,992 | | | | 2/26/2016 | | | 2,487 | | 4,974 | | 129.23 | | 2/26/2026 | | 1,315 (6) | | 114,615 | | 2,993 | | 260,869 | | | | 6/06/2017 | | | - | | 13,075 | | 70.34 | | 6/06/2027 | | - | | - | | 9,929 | | 865,431 | | | | | | | | | | | Jeffrey R. Needham | | | 8/23/2012 | | | 1,962 | | - | | 108.62 | | 8/23/2022 | | - | | - | | - | | - | | | | 8/22/2013 | | | 4,163 | | - | | 119.78 | | 8/22/2023 | | - | | - | | - | | - | | | | 8/21/2014 | | | 6,029 | | - | | 147.75 | | 8/21/2024 | | - | | - | | - | | - | | | | 6/29/2015 | | | - | | - | | - | | - | | 2,322 (5) | | 202,386 | | 1,865 | | 162,583 | | | | 2/26/2016 | | | 2,546 | | 5,090 | | 129.23 | | 2/26/2026 | | 1,346 (6) | | 117,317 | | 3,063 | | 266,976 | | | | 6/06/2017 | | | - | | 14,052 | | 70.34 | | 6/06/2027 | | - | | - | | 10,670 | | 929,994 |
| | | | | | | | | | | | | Option Awards | | Stock Awards | Name | Option /
Stock
Award
Grant
Date(1) | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable(2) | Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable (2) | Option
Exercise
Price
($) | Option
Expiration
Date | | Number of
Units of Stock
That Have
Not Vested
(#) | Market
Value of
Units of
Stock That
Have Not
Vested
($)(3) | Equity
Incentive
Plan Awards:
Number of
Unearned
Units That
Have Not
Vested
(#)(4) | Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Units That
Have Not
Vested
($) (3) | | 7/10/2023 | — | — | — | — | | 84,977 | 2,734,560 | 42,186 | 1,357,545 | Patrick | — | — | — | — | — | | — | — | — | — | Lockwood-Taylor | — | — | — | — | — | | — | — | — | — | | — | — | — | — | — | | — | — | — | — | | | | | | | | | | | | | 10/8/2018 | 110,074 | — | 72.80 | 10/8/2028 | | — | — | — | — | Murray S. Kessler | 3/5/2021 | — | — | — | — | — | — | — | 145,349 | 4,677,331 | | 3/7/2022 | — | — | — | — | — | — | — | 254,657 | 8,194,862 | | 3/6/2023 | — | — | — | — | — | — | — | 174,986 | 5,631,049 | | | | | | | | | | | | Eduardo Bezerra | 6/7/2022 | — | — | — | — | | 9,063 | 291,647 | 42,753 | 1,375,792 | | 3/6/2023 | — | — | — | — | | 14,610 | 470,150 | 32,305 | 1,039,575 | | | | | | | | | | | | | | | | | | | | | | | | 3/5/2021 | — | — | — | — | | 2,680 | 86,242 | 20,631 | 663,906 | James Dillard III | 3/7/2022 | — | — | — | — | | 11,074 | 356,361 | 52,236 | 1,680,954 | | 3/6/2023 | — | — | — | — | | 12,175 | 391,792 | 26,921 | 866,318 | | | | | | | | | | | | | 6/6/2017 | 13,075 | — | 70.34 | 6/6/2027 | | — | — | — | — | | 3/8/2018 | 11,674 | — | 85.06 | 3/8/2028 | | — | — | — | — | Svend Andersen | 3/5/2021 | — | — | — | — | | 3,411 | 109,766 | 26,258 | 844,982 | | 3/7/2022 | — | — | — | — | | 10,936 | 351,920 | 51,584 | 1,659,973 | | 3/6/2023 | — | — | — | — | | 11,364 | 365,694 | 25,126 | 808,555 | | | | | | | | | | | | | 7/8/2022 | — | — | — | — | | 5,352 | 172,227 | 25,249 | 812,513 | Kyle L. Hanson | 3/6/2023 | — | — | — | — | | 10,552 | 339,563 | 23,332 | 750,824 | | | | | | | | | | | | | 8/21/2014 | 934 | — | 147.75 | 8/21/2024 | | — | — | — | — | | 2/26/2016 | 4,558 | — | 129.23 | 2/26/2026 | | — | — | — | — | Ronald Janish | 6/6/2017 | 9,586 | — | 70.34 | 6/6/2027 | | — | — | — | — | | 3/8/2018 | 8,679 | — | 85.06 | 3/8/2028 | | — | — | — | — | | 3/5/2021 | — | — | — | — | | 2,071 | 66,645 | 15,941 | 512,981 | | 3/7/2022 | — | — | — | — | | 5,883 | 189,315 | 27,751 | 893,027 | | 3/6/2023 | — | — | — | — | | 6,899 | 222,010 | 15,256 | 490,938 | | | | | | | | | | | |
1)For better understanding of this table, this column has been added to show the grant date of all stock options and equity awards outstanding at fiscal year end.year-end. 2)All stock option awards vest one-third per year over three years beginning on the anniversary of the grant except the option award granted to Mr. Kessler that vests 100% on the third anniversary of the date of grant. 3)The market value of these unvested awards was calculated using the closing price of our ordinary shares as of December 29, 2017,31, 2023, which was $87.16.$32.18. 4)Performance-based restricted stock units are earned and vest, if at all, three years from the grant date, depending on our performance over a two and a half year period for the fiscal 2015 grant and three full years for the fiscal 20162021, 2022 and 20172023 grants, as more fully described in the section entitled 20172023 Executive Compensation Program in Detail –- Long-Term Incentive Award Opportunities in the Compensation Discussion and Analysis. As of December 31, 2017,2023, the number of unearned units for the 20152021 award was calculated using vesting credits of 68%58%, 0%129% and 173%155% for 2015, 20162021, 2022 and 2017,2023, respectively; the number of unearned units for the 20162022 award was calculated using vesting credits of 0%91% and 173%155% for 20162022 and 2017,2023, respectively, and assuming 100%200% for 2018;2024; the number of unearned units for the 20172023 award was calculated using a vesting creditscredit of 173%78% for 2017,2023, and assuming 100% for 20182024 and 2019.2025.
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5) Service-based restricted stock units cliff vest on the fifth anniversary of the grant date.
Executive Compensation 6) Service-based restricted stock units cliff vest on the third anniversary of the grant date.
7) Service-based restricted stock units cliff vest 50% on each of the third and fifth anniversaries of the grant date.
8) Service-based restricted stock units cliff vest 50% on each of the first and second anniversaries of the grant date.
Option Exercises and Stock Vested in 20172023 The following table provides information for each named executive officerNEO concerning the exercise of stock options and the vesting of restricted stock during 2017.2023. No NEO exercised options in 2023.
| | | | | | | | | | | | | | Option Awards | | | | Stock Awards | Name | | Number of Shares
Acquired on
Exercise (#) | | Value Realized on
Exercise ($) | | | | Number of
Shares Acquired
on Vesting (#)(1) | | Value Realized
on Vesting ($) (2) | | | | | | | John T. Hendrickson | | - | | - | | | | 5,735 | | 458,280 | Ronald L. Winowiecki | | - | | - | | | | 1,459 | | 122,199 | Todd W. Kingma | | - | | - | | | | 6,125 | | 500,090 | Sharon Kochan | | - | | - | | | | 3,004 | | 233,050 | Jeffrey R. Needham | | - | | - | | | | 3,519 | | 272,600 | Judy L. Brown | | - | | - | | | | - | | - |
| | | | Stock Awards | Name | Number of
Shares Acquired
on Vesting
(#)(1) | Value Realized
on Vesting
($)(2) | Patrick Lockwood-Taylor | — | — | Murray S. Kessler | 284,358 | 10,670,058 | Eduardo Bezerra | 4,532 | 152,819 | James Dillard III | 20,489 | 788,190 | Svend Andersen | 24,500 | 943,688 | Kyle L. Hanson | 12,409 | 404,906 | Ronald Janish | 14,496 | 558,660 |
1)Represents service-based restricted stock and units and performance-based restricted stock units issued under the LTIP. 2)The value realized on vesting was calculated using the closing price of Perrigo shares on the day the awards vested. Non-Qualified Deferred Compensation in 20172023 The Deferred Compensation Plan allows participants to defer as much as 80% of base salary and 100% of incentive compensation.compensation with no dollar amount cap. Participation in the plan is limited to the executive officers (including the named executive officers)NEOs) and other management level personnel. Amounts deferred under the Deferred Compensation Plan earn a return based on measurement funds made available to participants, which are determined by the Retirement Plan Committee.retirement plan committee. These measurement funds mirror several of the investment choices available in our 401(k) Plan, with the exception of Company stock and Target Date Funds, which isare not an investment option in the Deferred Compensation Plan. There are also model portfolios in the Deferred Compensation Plan that are not in the 401(k) Plan. Participants elect the form and timing of distributions of their Deferred Compensation Plan deferrals prior to the year in which it is deferred. Participants may change their distribution elections, however, changes must be made 12 months in advance and are subject to a five yearfive-year delay. Participants may electin-service distributions to be paid in a lump sum up to five annual installments;in-service deferrals must remain in the Deferred Compensation Plan for at least three years prior to distribution. Participants may elect to receive their retirement/termination distributions in a lump sum or annual installments (up to 15 years) upon separation from service. If a participant’sin-service distribution was not paid prior to a separation from service, thein-service distribution will be paid according to their retirement/termination distribution election. All participants with an account balance subject to Section 409A of the Internal Revenue Code may not begin receiving retirement/termination distributions earlier than the first day of the seventh month following a separation from service. The following table sets forth information relating to the Deferred Compensation Plan.
| | | | | | | | | | | | | | | | | | | | Name | | Executive Contributions
in Last FY ($)(1) | | | Perrigo Contributions
in Last FY ($) (2) | | | Aggregate Earnings
(Losses) in Last FY ($) | | | Aggregate
Withdrawals/
Distributions ($) | | | Aggregate Balance
at Last FYE ($) (3) | | | | | | | John T. Hendrickson | | | 90,000 | | | | 45,724 | | | | 250,603 | | | | 132,259 | | | 1,643,068 | Ronald L. Winowiecki | | | 8,635 | | | | 7,314 | | | | 3,590 | | | | - | | | 216,249 | Todd W. Kingma | | | 10,527 | | | | 23,031 | | | | 165,966 | | | | - | | | 1,775,269 | Sharon Kochan | | | - | | | | 14,798 | | | | 197,213 | | | | - | | | 1,190,333 | Jeffrey R. Needham | | | 33,875 | | | | 22,041 | | | | 233,151 | | | | - | | | 1,419,861 | Judy L. Brown | | | 9,860 | | | | 34,023 | | | | 178,246 | | | | 1,658,321 | | | - |
| | | | | | Name | Executive
Contributions
in Last FY
($) (1) | Perrigo
Contributions
in Last FY
($)(2) | Aggregate
Earnings
(Losses)
in Last FY
($)* | Aggregate
Withdrawals/
Distributions
($) | Aggregate
Balance
at Last FY
($)(3) | Patrick Lockwood-Taylor | 20,000 | — | 1,283 | — | 21,283 | Murray S. Kessler | — | 72,083 | 48,028 | — | 362,111 | Eduardo Bezerra | 138,835 | 19,717 | 21,354 | — | 192,752 | James Dillard III | — | 20,432 | 2,867 | — | 24,468 | Svend Andersen | — | — | — | — | — | Kyle L. Hanson | 75,432 | 2,700 | 9,602 | — | 102,804 | Ronald Janish | 19,679 | 33,044 | 165,744 | — | 1,340,550 |
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1)Of the total amounts shown in this column, the following amounts are included in the Summary Compensation Table as 20172023 salary: Mr. Hendrickson, $90,000;Lockwood-Taylor, $20,000, Mr. Kingma, $10,527;Bezerra, $28,840, Ms. Hanson, $49,440, Mr. Needham, $25,375 and Ms. Brown, $9,860;Janish, $8,671; and the following additional amounts are included for 20172023 in the Summary Compensation Table in the column entitled Non-Equity Incentive Plan Compensation: Mr. Winowiecki, $8,635 andBezerra, $109,995, Ms. Hanson, $25,992, Mr. Needham $8,500.Janish, $11,008. 2)These amounts are included in the Summary Compensation Table as All Other Compensation.Compensation in the column “Registrant Contributions to Non-Qualified Plans.” 3)In addition to the amounts in footnote 1, this column includes the following amounts included in the Summary Compensation Table in the columns entitled (i) Salary (for fiscal year 2016)2022): Mr. Hendrickson, $243,156; Mr. Kingma, $10,450; Mr. Needham, $25,281; Mr. Kochan, $83,366; andBezerra, $12,833, Ms. Brown, $39,098; (ii)Non-Equity Incentive PlanHanson, $15,000. * We do not pay above-market or preferential interest or earnings on amounts deferred under the Deferred Compensation (for fiscal year 2016): Mr. Hendrickson, $52,746; Mr. Winowiecki, $5,963; Mr. Kingma, $23,920; Mr. Needham, $6,014; Mr. Kochan, $22,108; and Ms. Brown, $20,455; (iii) Salary (for the 2015 stub period): Mr. Hendrickson, $55,075; Mr. Kingma, $5,035; Mr. Kochan, $36,473; Mr. Needham, $12,400; and Ms. Brown, $18,758; (iv)Non-Equity Incentive Plan Compensation (for the 2015 stub period): Mr. Hendrickson, $88,774; Mr. Winowiecki, $15,391; Mr. Kingma, $58,962; Mr. Kochan, $55,902; Mr. Needham, $14,056; and Ms. Brown, $50,396; (v) Salary (for fiscal year 2015): Mr. Hendrickson, $89,600; Mr. Kingma, $9,960; Mr. Kochan, $59,352; Mr. Needham, $23,826; and Ms. Brown, $25,980; (vi)Non-Equity Incentive Plan Compensation (for fiscal year 2015): Mr. Hendrickson, $106,131; Mr. Winowiecki, $13,743; Mr. Kingma, $40,178; Mr. Kochan, $24,366; Mr. Needham, $11,856; and Ms. Brown, $40,000.Plan.
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| Potential Payments Upon Termination or Change-in-Control |
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Potential Payments Upon Termination or Change in ControlChange-in-Control All of our current named executive officersNEOs participate in our MIB Plan, LTI Plan,AIP and LTIP and all but Mr. Janish and Mr. Andersen have the ability to participate in our Deferred Compensation Plan. In addition, all of our current named executive officers,NEOs, other than Mr. HendricksonMessrs. Kessler, Lockwood-Taylor, Janish and Mr. Kochan,Andersen, are covered by our U.S. Severance Policy, and our Change in Control Severance Policy for U.S. Employees. These plans and policies may require us to provide compensation to these officers in the event of a termination of employment or achange-in-control of Perrigo. Mr. Hendrickson’s agreement providedKessler and Mr. Lockwood-Taylor's agreements provide that hethey would receive compensation under histheir respective employment agreementagreements in the event of a termination of employment or achange-in-control of Perrigo; however, any severance benefits payable under that agreementthose agreements will only occur in the event of a termination of employment that, when following achange-in-control of Perrigo, results in a “double trigger” for severance benefits. Mr. Kochan also would receive compensation under his employment agreement in the event of a termination of employment or achange-in-control of Perrigo. Upon termination of employment, Mr. Kochan would receive severance benefits payable under the agreement; however, if achange-in-control of Perrigo is followed by the termination of his employment, resulting in a “double trigger”, Mr. Kochan would receive enhanced severance benefits. The Remuneration CommitteeTCC retains discretion to provide and in the past has provided, additional benefits to executive officers upon termination or resignation if it determines the circumstances so warrant. The following table sets forth the expected benefits to be received by each current named executive officer,NEO, in addition to the amounts shown in theNon-Qualified Deferred Compensation in 20172023 table on page 36in45 in the event of his or her termination resulting from various scenarios and assuming a termination date of December 29, 2017,31, 2023, the last business day of 2017,2023, and a stock price of $87.16our $32.18,our closing stock price on that date. For Mr. Kessler and Mr. Dillard, this table shows actual benefits received upon the termination of their employment in July and October 2023, respectively. Assumptions and explanations of the numbers included in the table below are set forth in the footnotes to, and in additional text following, the table. Ms. Brown received no severance benefits or payments upon her departure fromAssumptions and explanations of the Company.numbers included in the table below are set forth in the footnotes to, and in additional text following, the table.
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| | | | | | | | | | | | | | | | | | | | | | Name and Benefits | | Change in Control ($) | | | Death, Disability,
Retirement ($) | | | Termination for
Cause or Without
Good Reason ($) | | | Termination Without Cause or
for Good Reason ($) | | | Involuntary
Termination for
Economic Reasons ($) | | John T. Hendrickson | | | | | | | | | | | | | | | | | | | | | Cash Severance(1) | | | 5,940,000 | | | | 1,080,000 | | | | - | | | | 3,960,000 | | | | 3,960,000 | | Equity Awards | | | | | | | | | | | | | | | | | | | | | Service-Based Restricted Stock | | | 1,033,107 | | | | 1,033,107 | | | | - | | | | 1,033,107 | | | | 1,033,107 | | Performance-Based Restricted Stock(3) | | | 8,076,219 | | | | 8,076,219 | | | | - | | | | 8,076,219 | | | | 8,076,219 | | Stock Options | | | 1,552,368 | | | | 1,552,368 | | | | - | | | | 1,552,368 | | | | 1,552,368 | | Other Benefits(4) | | | 50,000 | | | | - | | | | - | | | | 50,000 | | | | 50,000 | | | | | | | Total Estimated Incremental Value | | | 16,651,695 | | | | 11,741,695 | | | | - | | | | 14,671,695 | | | | 14,671,695 | | | | | | | | | | | | | Ronald L. Winowiecki | | | | | | | | | | | | | | | | | | | | | Cash Severance(2) | | | 2,550,000 | | | | 450,000 | | | | - | | | | 1,725,000 | | | | 1,725,000 | | Equity Awards | | | | | | | | | | | | | | | | | | | | | Service-Based Restricted Stock | | | 739,988 | | | | 739,988 | | | | - | | | | 739,988 | | | | 739,988 | | Performance-Based Restricted Stock(3) | | | 656,251 | | | | 656,251 | | | | - | | | | 656,251 | | | | 656,251 | | Stock Options | | | 142,297 | | | | 142,297 | | | | - | | | | 142,297 | | | | 142,297 | | Other Benefits(4) | | | 25,000 | | | | - | | | | - | | | | 25,000 | | | | 25,000 | | | | | | | Total Estimated Incremental Value | | | 4,113,536 | | | | 1,988,536 | | | | - | | | | 3,288,536 | | | | 3,288,536 | | | | | | | | | | | | | Todd W. Kingma | | | | | | | | | | | | | | | | | | | | | Cash Severance(2) | | | 2,077,700 | | | | 341,900 | | | | - | | | | 1,380,750 | | | | 1,380,750 | | Equity Awards | | | | | | | | | | | - | | | | | | | | | | Service-Based Restricted Stock | | | 429,002 | | | | 429,002 | | | | - | | | | 429,002 | | | | 429,002 | | Performance-Based Restricted Stock(3) | | | 1,929,079 | | | | 1,929,079 | | | | - | | | | 1,929,079 | | | | 1,929,079 | | Stock Options | | | 593,279 | | | | 593,279 | | | | - | | | | 593,279 | | | | 593,279 | | Other Benefits(4) | | | 25,000 | | | | - | | | | - | | | | 25,000 | | | | 25,000 | | | | | | | Total Estimated Incremental Value | | | 5,054,059 | | | | 3,293,259 | | | | - | | | | 4,357,109 | | | | 4,357,109 | | | | | | | | | | | | | Jeffrey R. Needham | | | | | | | | | | | | | | | | | | | | | Cash Severance(2) | | | 2,006,600 | | | | 333,841 | | | | - | | | | 1,333,500 | | | | 1,333,500 | | Equity Awards | | | | | | | | | | | | | | | | | | | | | Service-Based Restricted Stock | | | 319,703 | | | | 319,703 | | | | - | | | | 319,703 | | | | 319,703 | | Performance-Based Restricted Stock(3) | | | 1,359,553 | | | | 1,359,553 | | | | - | | | | 1,359,553 | | | | 1,359,553 | | Stock Options | | | 339,579 | | | | 339,579 | | | | - | | | | 339,579 | | | | 339,579 | | Other Benefits(4) | | | 25,000 | | | | - | | | | - | | | | 25,000 | | | | 25,000 | | | | | | | Total Estimated Incremental Value | | | 4,050,435 | | | | 2,352,677 | | | | - | | | | 3,377,335 | | | | 3,377,335 | | | | | | | | | | | | | Sharon Kochan | | | | | | | | | | | | | | | | | | | | | Cash Severance(2) | | | 2,114,328 | | | | 333,841 | | | | - | | | | 890,244 | | | | 890,244 | | Equity Awards | | | | | | | | | | | | | | | | | | | | | Service-Based Restricted Stock | | | 313,776 | | | | 313,776 | | | | - | | | | 313,776 | | | | 313,776 | | Performance-Based Restricted Stock(3) | | | 1,286,292 | | | | 1,286,292 | | | | - | | | | 1,286,292 | | | | 1,286,292 | | Stock Options | | | 219,922 | | | | 219,922 | | | | - | | | | 219,922 | | | | 219,922 | | Other Benefits(4) | | | 25,000 | | | | - | | | | - | | | | 25,000 | | | | 25,000 | | | | | | | Total Estimated Incremental Value | | | 3,959,318 | | | | 2,153,831 | | | | - | | | | 2,735,233 | | | | 2,735,233 | | | | | | |
Potential Payments Upon Termination or Change-in-Control
| | | | | | | | | | Name and Benefits | Change in
Control(1)
($) | | Death,
Disability,
Retirement(2) ($) | | Termination
for Cause or
Without Good
Reason ($) | | Termination
Without Cause or
for Good
Reason(3) ($) | | Involuntary
Termination for
Economic
Reasons(3) ($) | Patrick Lockwood-Taylor | | | | | | | | | | Cash | 5,280,000 | | 1,440,000 | | — | | 3,960,000 | | 3,960,000 | Equity Awards | | | | | | | | | | Service-Based Restricted Stock | 2,734,560 | | 2,734,560 | | — | | 2,734,560 | | 2,734,560 | Performance-Based Restricted Stock | 1,464,962 | | 1,357,545 | | — | | 1,464,962 | | 1,464,962 | Stock Options | — | | — | | — | | — | | — | Other Benefits | — | | — | | — | | — | | — | Total Estimated Incremental Value | 9,479,522 | | 5,532,105 | | — | | 8,159,522 | | 8,159,522 | Murray S. Kessler | | | | | | | | | | Cash | — | | — | | — | | — | | — | Equity Awards | | | | | | | | | | Service-Based Restricted Stock | — | | 5,569,646 | | — | | — | | — | Performance-Based Restricted Stock | — | | 18,503,243 | | — | | — | | — | Stock Options | — | | — | | — | | — | | — | Other Benefits(4) | — | | — | | — | | — | | — | Total Estimated Incremental Value | — | | 24,072,889 | | — | | — | | — | Eduardo Bezerra | | | | | | | | | | Cash | 2,620,801 | | 582,400 | | — | | 728,000 | | 728,000 | Equity Awards | | | | | | | | | | Service-Based Restricted Stock | 761,797 | | 761,797 | | — | | 761,797 | | 761,797 | Performance-Based Restricted Stock | 2,117,862 | | 2,415,366 | | — | | 2,117,862 | | 2,117,862 | Stock Options | — | | — | | — | | — | | — | Other Benefits(4) | 15,000 | | — | | — | | 15,000 | | 15,000 | Total Estimated Incremental Value | 5,515,460 | | 3,759,564 | | — | | 3,622,660 | | 3,622,660 | James Dillard III | | | | | | | | | | Cash | — | — | — | | — | | 696,150 | | 696,150 | Equity Awards | | | | | | | | | | Service-Based Restricted Stock | — | — | — | | — | | 834,395 | | 834,395 | Performance-Based Restricted Stock | — | — | — | | — | | 2,765,260 | | 2,765,260 | Stock Options | — | — | — | | — | | — | | — | Other Benefits(4) | — | — | — | | — | | — | | — | Total Estimated Incremental Value | — | — | — | | — | | 4,295,805 | | 4,295,805 | Svend Andersen | | | | | | | | | | Cash | 391,133 | | 488,917 | | — | | 195,567 | | 195,567 | Equity Awards | | | | | | | | | | Service-Based Restricted Stock | 827,380 | | 827,380 | | — | | 827,380 | | 827,380 | Performance-Based Restricted Stock | 2,853,401 | | 3,313,510 | | — | | 2,853,401 | | 2,853,401 | Stock Options | — | | — | | — | | — | | — | Other Benefits | — | | — | | — | | — | | — | Total Estimated Incremental Value | 4,071,914 | | 4,629,807 | | — | | 3,876,347 | | 3,876,347 | Kyle L. Hanson | | | | | | | | | | Cash | 2,059,200 | | 405,600 | | — | | 624,000 | | 624,000 | Equity Awards | | | | | | | | | | Service-Based Restricted Stock | 511,791 | | 511,791 | | — | | 511,791 | | 511,791 | Performance-Based Restricted Stock | 1,395,228 | | 1,563,337 | | — | | 1,395,228 | | 1,395,228 | Stock Options | — | | — | | — | | — | | — | Other Benefits(4) | 15,000 | | — | | — | | 15,000 | | 15,000 | Total Estimated Incremental Value | 3,981,219 | | 2,480,727 | | — | | 2,546,019 | | 2,546,019 | Ronald Janish | | | | | | | | | | Cash | 5,043,336 | | 393,099 | | — | | 2,521,668 | | 2,521,668 | Equity Awards | | | | | | | | | | Service-Based Restricted Stock | 477,970 | | 477,970 | | — | | 477,970 | | 477,970 | Performance-Based Restricted Stock | 1,647,230 | | 1,896,947 | | — | | 1,647,230 | | 1,647,230 | Stock Options | — | | — | | — | | — | | — | Other Benefits(4) | — | — | — | | — | | — | | — | Total Estimated Incremental Value | 7,168,535 | | 2,768,015 | | — | | 4,646,867 | | 4,646,867 |
1) Mr. Hendrickson will receive cash severance representing three timesIn the sumevent of (a) salary and (b) target bonus, and a pro rata bonus payment he would have received for the fiscal year if he experiences a qualifying termination in connection with a change in control. Ifcontrol, all currently serving NEOs will receive immediate vesting on all equity vehicles (value at target for PSUs). Additionally, Mr. Lockwood-Taylor, Mr. Bezerra and Ms. Hanson will receive two times the sum of salary and annual bonus, plus a pro-rated bonus, if applicable; Mr. Andersen and Mr. Janish will receive the same amount as in the event of termination is without cause or involuntary termination for good reason,economic reasons. 2)In the event of death, disability or retirement, all NEOs will receive immediate vesting on RSUs and NQSOs. PSUs will vest based on actual performance at the end of the original performance periods. As part of Mr. Kessler's separation on July 31, his RSUs vested immediately (value at vesting) and his PSUs will vest based on actual performance at the end of the original performance periods. 3)In the event of termination without cause or involuntary termination for economic reasons, Mr. Hendrickson will receive cash severance representing two times the sum of (a) salary and (b) target bonus, and a pro rata bonus payment he would have received for the fiscal year in which his termination occurs. Cash severance represents any earned prorated bonus if his employment is terminated because of death, disability or retirement.2) Mr. Winowiecki, Mr. Kingma, Mr. NeedhamLockwood-Taylor's and Mr. KochanAndersen's severance treatment is determined by their respective agreements; Mr. Bezerra's and Ms. Hanson's by the Perrigo Company plc U.S. Severance Policy Amended and Restated Effective February 13, 2019; Mr. Janish's by the Perrigo Employee Severance Programme, Ireland. RSUs, PSUs and NQSOs will receive cash severance representing two times the sum of (a) salary and (b) target bonus, and a pro rata bonus payment he would have receivedcontinue to vest for the fiscal year if he experiences a qualifying termination in connection with a change in control. Mr. Winowiecki, Mr. Kingma and Mr. Needham24 months under their original vesting schedule.
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Potential Payments Upon Termination or Change-in-Control
PSUs will receive cash severance representing one and a half times the sum of (a) annual salary and (b) target bonus, and a prorated bonus for the actual payout he would have received if employment is terminated without cause or involuntary termination for economic reasons. They will receive any earned prorated bonus if their employment is terminated because of death, disability or retirement.3) Performance-based restricted stock units were valuedvest based on a full three-fiscal periodactual performance at the end of the original performance periods. As part of Mr. Dillard's separation on October 31, his RSUs and PSUs will continue to vest for 24 months under their original vesting credit of 68%, 0% and 173% for the 2015 Stub Period, fiscal 2016, and fiscal 2017 grants, respectively. The full three-fiscal period vesting credit was calculatedschedule. PSUs will vest based on actual performance at the actual average vestingend of the original performance for the 2015
periods. stub period, fiscal 2016 and fiscal 2017 grants of 80% based on our fiscal ROTC performance. The 2016 and 2017 full three-year vesting credit used a target performance of 100% for performance in any future fiscal year.
4) Other benefits include outplacement/career transition services up to $50,000$15,000 for Mr. HendricksonBezerra and up to $25,000 for Messrs. Winowiecki, Kingma, Needham and Kochan.Ms. Hanson. Employment Agreement with Chief Executive Officer and Former Chief Executive Officer In 2023, Murray S. Kessler notified the Company of his intent to retire. As part of our robust succession planning process, Patrick Lockwood-Taylor, a 30-year experienced executive in consumer self-care, was selected to drive focus on winning in self-care. We know a few shareholders perceived there was a misalignment in Company performance and Mr. Hendrickson’sKessler's target Total Direct Compensation or "TDC" of $12,819,000. Mr. Kessler's salary was higher than market median, but was consistent with a 20+ year public company CEO. We set Mr. Lockwood-Taylor's annual target TDC at a competitive rate of $8,240,000 situated between the 25th and the 50th percentile of our executive compensation peer companies.
| | | |
| Murray S. Kessler
2023 Target Compensation |
| Patrick Lockwood-Taylor
2023 Target Compensation | Base | $1,324,000 | | $1,200,000 | Annual Incentive Award | $1,745,000 | | $1,440,000 | Long-Term Incentive Award | $9,750,000 | | $5,600,000 | Total Direct Compensation | $12,819,000 |
| $8,240,000 |
Mr. Lockwood-Taylor's employment agreement providedprovides that his employment may be terminated during the term of the agreement under the following circumstances: •upon Mr. Lockwood-Taylor's death or disability; or •by Perrigo with or without cause (as defined in the agreement). Potential Payments Upon Termination or Change in Control | · | | upon Mr. Hendrickson’s death or disability; |
| · | | by Perrigo with or without cause (as defined in the agreement); |
| · | | by Mr. Hendrickson with good reason (as defined in the agreement). |
•by Mr. Lockwood-Taylor with good reason (as defined in the agreement). If during the term of this agreement Mr. Hendrickson’sLockwood-Taylor's employment were terminated by us without cause or by him for good reason and he agrees to a release of claims against Perrigo, he would also be entitled to compensation and benefits earned to that date, as well as: •a prorated annual bonus for the year of termination (determined based on actual performance); •payment of an amount equal to 18 months of his then-current salary and target bonus, payable in a lump sum; •a payment of health insurance premiums for 18 months, but only if Mr. Lockwood-Taylor is not entitled to health insurance coverage from another employer-provided plan; and •For his 2023 one-time sign on LTI RSU and PSU grants only, continued vesting of any unvested RSUs and PSUs related to those grants; and •twenty-four months continued vesting of all other unvested RSUs and PSUs, and in the case of PSUs, PSUs will vest or be forfeited based on the attainment of performance goals. | · | | a prorated annual bonus for the year of termination (determined based on actual performance); |
| · | | payment of an amount equal to 24 months of his then-current salary and target bonus, payable in a lump sum; |
| · | | a payment of health insurance premiums for 18 months, followed by a cash payment equal to the cost of such premiums for another six months, but only if Mr. Hendrickson is not entitled to health insurance coverage from another employer-provided plan; |
| · | | continued vesting for a period of 24 months of all equity incentive awards granted to him, and in the case of performance-based restricted stock, based on actual Company performance, provided that any portion of such awards that does not vest pursuant to the above is forfeited and no option may be exercised later than the expiration of the option term as specified in the award agreement; and |
| · | | reimbursement of career transition assistance services, up to a value of $50,000. |
If any such termination without cause or for good reason were to occur within 24 months following a change of control, Mr. HendricksonLockwood-Taylor would be entitled to the same benefits as listed above, except he would be entitled to to: •a cash payment of an amount equal to 3624 months of his then-current salary and target bonus rather than 24 months.18 months; •a cash payment equal to the cost of health insurance premiums for six months; and •immediate vesting of all equity incentive awards granted to him, and in the case of PSUs, based on “target” levels of achievement.
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Potential Payments Upon Termination or Change-in-Control
If Mr. HendricksonLockwood-Taylor were terminated for cause, he would receive compensation and benefits earned to date, including payment for unused vacation days.date. If Mr. Hendrickson’sLockwood-Taylor's employment were terminated for death or disability, he would receive compensation and benefits earned to date, including payment for unused vacation days, as well as a prorated annual bonus for the year of termination (determined based on actual performance). As described above, we entered into an amendment to Mr. Hendrickson’sKessler’s employment agreement provided that his employment may be terminated during the term of the agreement under the following circumstances:
•upon Mr. Kessler’s death or disability; or •by Perrigo with or without cause (as defined in the agreement). Potential Payments Upon Termination or Change in Control •by Mr. Kessler with good reason (as defined in the agreement). If during the term of this agreement Mr. Kessler’s employment were terminated by us without cause or by him for good reason and he agrees to a release of claims against Perrigo, he would also be entitled to compensation and benefits earned to that date, as well as: •a prorated annual bonus for the year of termination (determined based on June 5, 2017actual performance); •payment of an amount equal to 18 months of his then-current salary and target bonus, payable in connection witha lump sum; •a payment of health insurance premiums for 18 months, but only if Mr. Kessler is not entitled to health insurance coverage from another employer-provided plan; and •immediate vesting of all RSUs and NQSOs, and in the announcement thatcase of PSUs, PSUs will vest or be forfeited based on the attainment of performance goals. If any such termination without cause or for good reason were to occur within 24 months following a change of control, Mr. Kessler would be entitled to the same benefits as listed above, except he would be stepping down as CEO. Underentitled to: •a cash payment of an amount equal to 24 months of his then-current salary and target bonus rather than 18 months; •a cash payment equal to the amendment, ifcost of health insurance premiums for six months; and •immediate vesting of all equity incentive awards granted to him, and in the case of PSUs, based on “target” levels of achievement. If Mr. Hendrickson remained employed through the Transition Date,Kessler were terminated for cause, he would be deemedreceive compensation and benefits earned to have beendate, including payment for unused vacation days. If Mr. Kessler’s employment were terminated without cause andfor death or disability, he would receive the separation paymentscompensation and benefits described aboveearned to which he was otherwise entitled, which remained unchanged from his agreement prior todate, including payment for unused vacation days, as well as a prorated annual bonus for the amendment. Payments Under the ManagementAnnual Incentive Bonus Plan Generally, no portion of the payments under the MIB PlanAIP is considered earned or payable for a particular year unless the named executive officerNEO is employed by us and in good standing on the last day of the fiscal year.incentive bonus payment date. The MIB Plan,AIP, however, may require us to make payments to named executive officersNEOs who are no longer employed by us on the last day of the following fiscal year under the following circumstances: •retirement at age 65 or older; •retirement at age 60 or older with at least 10 years of service; •early retirement of a named executive officer under an early retirement plan approved by the TCC; •permanent disability as determined by the TCC; or
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| PERRIGO• 2024 PROXY STATEMENT |
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| · | | early retirement of a named executive officer under an early retirement plan; |
| · | | permanent disability as determined by the Remuneration Committee; or |
Potential Payments Upon Termination or Change-in-Control
Under all circumstances listed above, the namedNEO, or the executive officer, or his or herofficer’s estate in the case of death, will be entitled to a pro rata portion of any payment under the MIB PlanAIP for that fiscal year, computed to the date of the termination. A named executive officerAn NEO eligible to receive a post-termination payment under the MIB PlanAIP will be paid in a lump sum within a reasonable time after the close of the fiscal year in which termination occurred.
Payments Under the Long-Term Incentive Plan If a named executive officeran NEO terminates employment with us due to death, disability or retirement, his or herthe executive officer’s (i) outstanding options will immediately vest in full, and (ii) RSUs and PSRUsservice-vesting restricted stock units (“RSUs”) will be free of any restriction period.period; and (iii) PSUs will vest or be forfeited based on the attainment of performance goals. The outstanding options may be exercised in whole or in part by the participant or his or his/her fiduciary, beneficiary or conservator, as applicable, at any time prior to their respective expiration dates. For LTIP awards granted prior to November 1, 2023, "Retirement" is defined as a termination occurring (i) pursuant to a voluntary early retirement program approved by the Board or TCC, (ii) after attaining age 65, or (iii) after attaining age 60 with ten or more years of service with the Company. For LTIP awards after November 1, 2023, "Retirement" is defined as a termination occurring (i) pursuant to a voluntary early retirement program approved by the Board or TCC, (ii) after attaining age 65, or (iii) after attaining age 60 with five or more years of service with the Company. If a named executive officeran NEO is involuntarily terminated for economic reasons, he or shethe executive officer may exercise his or herthe executive officer’s options, to the extent vested, at any time prior to the earlier of (i) the date that is 30 days after the date that is 24 months after the termination date, or (ii) their respective expiration dates. Any options, RSUs and PSUs that are not vested on the termination date but are scheduled to vest during the24-month period following the termination date, according to the vesting schedule in effect before termination, will vest as if the participant had continued to provide services to us during the24-month period. Any unvested options, RSUs and PSUs that are not scheduled to vest during that24-month period will be forfeited on the termination date. If a namedan NEO who is involuntarily terminated for economic reasons should die while the executive officer dies after the termination date while his or herofficer’s options remain exercisable, the fiduciary of the namedNEO’s estate or the executive officer’s estate or his or her beneficiary may exercise the options (to the extent that those options were vested and exercisable prior to the named executive officer’s death) at any time prior to the later of the date that is (i) 30 days after the date that is 24 months after the named executive officer’sNEO’s termination date, or (ii) 12 months after the date of death, but in no event later than the respective expiration dates of the options. Upon an event of termination for any reason during the restriction period, restricted shares and restricted stock units still subject to restriction generally will be forfeited by the named executive officerNEO and reacquired by Perrigo. Subject to theone-year minimum vesting requirements of the LTI Plan,LTIP, we may in our sole discretion waive in whole or in part any or all remaining restrictions with regard to a named executive officer’s shares, except for restricted share awards that are intended to comply with certain performance-based compensation requirements.an NEO’s shares. If a named executive officeran NEO is terminated for cause, any restricted shares or restricted stock units subject to a restriction period will be forfeited and his or herthe executive officer’s right to exercise his or herthe executive officer’s options will terminate. If within 60 days after a named executive officeran NEO is terminated for any reason, we discover circumstances that would have permitted us to terminate a named executive officeran NEO for cause, any shares, cash or other property paid or delivered to the named executive officerNEO within 60 days of such termination date will be forfeited and the named executive officerNEO must repay those amounts to Perrigo. If the named executive officerNEO is terminated for any reason other than those described above, the named executive officerNEO will have the right to exercise his or herthe executive officer’s options at any time prior to the earlier of (i) the date that is three months after the termination date, or (ii) their respective expiration dates, but only to the extent that those options were vested prior to the termination date. Any options or RSUs and PSUs that are not vested at the termination date will be forfeited on the termination date. If a named executive officeran NEO dies after the termination date while his or herthe executive officer’s options remain exercisable and the termination was not due to death, disability, retirement or an involuntary termination for cause or due to economic reasons, the fiduciary of the namedNEO’s estate or the executive officer’s estate or his or her beneficiary may exercise the options (to the extent that those options were vested and exercisable prior to the executive officer’s death) at any time prior to the earlier of (i) 12 months after the date of death, or (ii) their respective expiration dates. InRegardless of the eventvesting requirements that otherwise apply to an award under the LTIP as described above, if the NEO is terminated by reason of a changetermination without “cause” (as is defined in controlthe applicable Award Agreement) or a separation for “good reason” (as defined in the LTI Plan)applicable Award Agreement) on or after a Change in Control and prior to the two year anniversary of the Change in Control (as defined in the LTIP, which is a double trigger), options and restricted stock units RSUs
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Potential Payments Upon Termination or Change-in-Control
outstanding under the LTI PlanLTIP as of the date of the change in control that have not vested will become vested and the options will become fully exercisable. The restrictions and deferral limitations applicable to any restricted shares and units will lapse and such restricted shares and service-vesting restricted stock unitsservice vesting RSUs will become free of all restrictions and limitations and will become fully vested and transferable. In addition, upon a change in control, all performance awards will be considered to be earned and payable in full, and any deferral or other restriction will lapse, and the performance awards will be immediately settled and distributed. The restrictions and deferral limitations and other conditions applicable to any other stock unit awards or any other awards will lapse, and those other stock unit awards and other awards will become free of all restrictions, limitations or conditions and will become fully vested and transferable to the full extent of the original grant. The above discussion described the default rules applicable to awards. The TCC has the discretion to establish different terms and conditions relating to the effect of the NEO’s termination date on awards under the LTIP. Payments Under theNon-Qualified Deferred Compensation Plan If a named executive officeran NEO is terminated for any reason other than death, he or shethe executive officer will receive a termination benefit under the Deferred Compensation Plan equal to his or herthe executive officer’s vested account balance. TheNon-Qualified Deferred Compensation in 20172023 table on page 3645 reflects account balances as of the end of 2017.2023. This termination benefit will be paid to the named executive officerNEO in a lump sum or under an annual installment method of up to 15 years, based on the named executive officer’sNEO’s choice when he or shethe executive officer began participation in the plan or as he or shethe executive officer subsequently changed the election. If the named executive officerNEO did not make an election with respect to method of payment for a termination benefit, he or shethe executive officer will be deemed to have elected to be paid in a lump sum. A lump sum payment of the termination benefit will be made, or annual installments will commence, as of the first day of the seventh month following the date the namedNEO terminates the executive officer terminates his or herofficer’s employment with us. A named executive officer’sAn NEO’s beneficiary will receive a survivor benefit equal to the named executive officer’sNEO’s vested account balance if the namedNEO dies before the executive officer dies before he or she commences payment under the Deferred Compensation Plan. The survivor benefit will be paid to the named executive officer’sNEO’s beneficiary in a lump sum payment as soon as administratively practicable, but in no event later than the last day of the calendar year in which the named executive officer’sNEO’s death occurs or, if later, by the 1st15th day of the third month following the named executive officer’sNEO’s death.
Payments Under the Change in ControlChange-in-Control Severance Policy for U.S. Employees On February 6, 2017,13, 2019, we amended and restated our broad-based Change-in-Control Severance Policy for U.S. Employees to modify the definition of change in control severance policy for U.S. employeesthereunder as it pertains to clarify that a change in control under the policy does not occur if a memberincumbent directors. As amended, any director whose initial assumption of the Board terminates (other thanoffice was in connection with an actual or threatened proxy solicitation may nonetheless be deemed an incumbent director following such time as such director has been both (i) recommended by our Nominating & Governance Committee for election as a proxy solicitation) and a new director is appointed with the approval of a majority of the remaining incumbent directors. Company and (ii) elected by the Company’s shareholders to serve on the Board of Directors of the Company at three successive annual general meetings. The amended and restatedchange in control policy provides that upon a qualifying termination of employment within two years following a change in control,change-in-control, a named executive officer other(other than Mr. Hendrickson,the CEO and non-U.S. NEO), would receive a lump sum severance payment equal to two times the sum of his or herthe executive officer’s base salary and target bonus opportunity, and a prorated annual bonus for the year of termination, based on actual performance. In addition, the named executive officerNEO would receive payment of health insurance premiums for 18 months, followed by a cash payment equal to the cost of such premiums for another six months, but only if he or shethe executive officer is not otherwise entitled to health insurance coverage under another employer-provided plan. Payments Under the U.S. Severance Policy On February 6, 2017,13, 2019, we amended and restated our broad-based severance policy for U.S. employees which applies to terminationsmodify the definition of employment notchange in control thereunder as it pertains to a change in incumbent directors. As amended, any director
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| PERRIGO• 2024 PROXY STATEMENT |
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Potential Payments Upon Termination or Change-in-Control
whose initial assumption of office was in connection with an actual or threatened proxy solicitation may nonetheless be deemed an incumbent director following such time as such director has been both (i) recommended by our Nominating & Governance Committee for election as a change in control, to provide that a change in control under the policy does not occur if a memberdirector of the Company and (ii) elected by the Company’s shareholders to serve on the Board terminates from board membership (other than in connection with a proxy solicitation) and a new director is appointed with the approval of a majorityDirectors of the remaining incumbent directors. The amended and restatedCompany at three successive annual general meetings. Our broad-based severance policy provides that, upon a qualifying termination of employment not within two years following a change in control, aan eligible named executive officer, other than Mr. Hendrickson,the CEO and non-U.S. NEO, would receive a lump sum severance payment equal to 52 weeks of his or herthe executive officer’s base salary, payable in installments or a lump sum, and apro-rata pro rata bonus payment for the year in which the termination occurs, based on actual performance. In addition, the named executive officerNEO would receive payment of health insurance premiums for 12 months, but only if he or shethe executive officer is not entitled to health insurance coverage under another employer-provided plan. On June 14, 2017, our Board of Directors approved an executive severance policy, which applies to terminations of employment notplan and is enrolled in connection with a change in control. The policy provides that, upon a termination of employment without “cause” or a resignation for “good reason” between June 14, 2017 and the twelve-month anniversaryPerrigo health insurance coverage at the time of the date on which the successor to Mr. Hendrickson commences employment with us as our Chief Executive Officer (the “transition period”), eligible executives (Mr. Hendrickson is not an eligible executive) would receive severance pay over 18 months in an amount equal to one and a half times the sumtermination.
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| Talent & Compensation Committee Report |
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executive is based in the U.S. The policy will terminate at the end of the transition period. During the term of the policy, to the extent more favorable, executive officers who are U.S. or Belgian employees (other than Mr. Hendrickson) will receive payments and benefits under the policy instead of the payments and benefits that would have been provided under our other severance arrangements. If an executive officer (other than Mr. Hendrickson) is terminated without “cause” or resigns for “good reason” during the transition period, the executive’s unvested equity awards outstanding under our LTI Plan will continue to vest under their original vesting schedules and will remain outstanding for their original terms. Performance-based restricted stock units will vest based on actual performance at the end of the original performance periods. These provisions are applicable only during the transition period, and only apply to the extent these provisions are more favorable than the terms of the executive’s original award agreement.
RemunerationTalent & Compensation Committee Report
The RemunerationTalent & Compensation Committee of our Board of Directors consists of threefour directors, each of whom is independent, as defined under SEC rules and the NYSE standards. The RemunerationTalent & Compensation Committee has reviewed and discussed the “CompensationCompensation Discussion and Analysis”Analysis with management. Based on the review and discussions, the RemunerationTalent & Compensation Committee recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included in this proxy statement and incorporated by reference into Perrigo’s Annual Report on Form10-K for the fiscal year ended December 31, 2017.2023. THE REMUNERATION
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| THE TALENT & COMPENSATION COMMITTEE |
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| Jeffrey B. Kindler, Chair |
| Bradley A. Alford |
| Erica L. Mann Albert A. Manzone |
Jeffrey B. Kindler, Chair
Bradley A. Alford
Theodore R. Samuels
Equity Compensation Plan Information The table below provides information about Perrigo’s ordinary shares that may be issued upon the exercise of options and rights under all of our equity compensation plans as of December 31, 2017.2023. Shareholder-approved plans include our LTI Plan,LTIP, as well as our Employee Stock Option Plan andNon-Qualified Stock Option Plan for Directors, which were replaced by our LTI Plan.LTIP.
| | | | | | | | | (a) | | (b) | | (c) | | Plan Category | | (a)
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights | | (b)
Weighted-average
exercise price of
outstanding
options, warrants
and rights | | (c)
Number of
securities
remaining available
for future issuance
under equity
compensation
plans (excluding
securities reflected
in column (a)) | | Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights | | Weighted-average
exercise price of
outstanding
options, warrants
and rights | | Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column (a)) | | Equity compensation plans approved by shareholders | | | 2,013,508 | (1) | | $ | 94.90 | | | | 3,839,457 | (2) | 4,793,090 | (1) | $91.36 | | 5,023,828 | (2) | Equity compensation plans not approved by shareholders | | | - | | | | - | | | | - | | — | | — | | — | | Total | | 2,013,508 | | | $ | 94.90 | | | 3,839,457 | | 4,793,090 | | $91.36 | | 5,023,828 | |
1)Of these shares, 1,072,352951,318 were subject to non-qualified stock options, 598,4612,241,387 were subject to unvested restricted stock units and 342,6951,600,385 were subject to unvested performance-based stock units at target.
2)All of these shares were available for issuance under our LTIP.
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CEO Pay Ratio The CEO pay ratio was calculated in accordance with SEC rules and requirements. We are using the same median employee as was identified for purposes of our fiscal year 2022 CEO pay ratio, as we believe the changes in our employee population and compensation arrangements have not significantly impacted our pay ratio disclosure. We identified our median employee by examining the 2017in 2022 using target total cash compensation (base salary plus target bonus) for all individuals, excluding the CEO, who were employed by us on December 31, 2017.2022. We believe target total cash compensation is an appropriate consistently-appliedconsistently applied compensation measure by which to identify our median paid employee. We excluded 512410 individuals in the following jurisdictions because they represent less than 5% of our total employee population: Estonia, Poland, Latvia, Slovenia,India, China, Hungary, Czech Republic, Turkey, Ukraine, Slovakia, Serbia, Romania, Serbia, Slovakia, India, KazakhstanBulgaria, and Ukraine.Latvia. We included all other employees, whether employed on a full-full-time or part-time basis, or seasonally. We did not make any assumptions, and we did not make any adjustments. Once the median paid employee was identified based on our consistently-applied compensation measure, weWe calculated total compensation for suchour median employee using the same methodology we use for our named executive officers as set forth in the 20172023 Summary Compensation Table in this proxy statement. The total compensation of the median-paid employee, excluding the CEO, was $65,284$91,279 for 2017. As reported in the Summary Compensation Table, the total2023. The targeted annualized compensation for our current CEO was $6,663,354 for 2017 is $8,332,228.2023. Therefore, the ratio of CEO pay to median employee pay was 127:73:1.
This information involves reasonable estimates based on employee payroll records and other relevant company information. In addition, SEC rules for identifying the median employee and determining the CEO pay ratio permit companies to employ a wide range of methodologies, estimates and assumptions. As a result, the CEO pay ratios reported by other companies, which may have employed other permitted methodologies or assumptions, and which may have a significantly different work force structure from ours, are likely not comparable to our CEO pay ratio.
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Pay versus PerformancePay Versus Performance Disclosure Provided below is the Company’s “pay versus performance” disclosure as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act.As required by Item 402(v), we have included: •A list of the most important measures that our Talent & Compensation Committee used in 2023 to link a measure of pay calculated in accordance with Item 402(v) (referred to as “compensation actually paid,” or “CAP”) to Company performance; •A table that compares the total compensation of our NEOs as presented in the Summary Compensation Table (“SCT”) to CAP and that compares CAP to specified performance measures; and othe relationship between our total shareholder return (“TSR”) and the TSR of the S&P 1500 Consumer Staples Index (“Peer Group TSR”); and othe relationships between CAP and our cumulative TSR, GAAP Net Income, and our Company selected measure, PSU OI. This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the executives or how our Talent & Compensation Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Talent & Compensation Committee has not used CAP as a basis for making compensation decisions, nor does it use GAAP Net Income as a performance metric in any of our incentive plans. Relative TSR is a performance metric in our long-term incentive plan, but it is measured on a percentile rank basis versus the companies in the S&P 500, while Peer Group TSR in this disclosure is based on the S&P 1500 Consumer Staples Index, which is a market-cap weighted index. Please refer to our Compensation Discussion and Analysis on pages 21 to 46 for a discussion of our executive compensation program objectives and the ways in which we align executive compensation pay with performance. Metrics Used for Linking Pay and Performance. The following is a list of performance measures, which in our assessment represent the most important performance measures used by the Company to link compensation actually paid to the NEOs for 2023 to performance. Each metric below is used for purposes of determining payouts under either our annual incentive program or vesting of our PSUs. Please see the CD&A for a further description of these metrics and how they are used in the Company’s executive compensation program.
| PSU OI | Net Income | Absolute TSR | Relative TSR |
PSU OI was the most heavily weighted financial performance metric under our incentive programs, and we believe is a profitability measure that, when combined with the other measures in the AIP and PSU awards, supports long-term shareholder value creation. As such, PSU OI is the Company-selected measure included in the table and graphs that follow.
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Pay Versus Performance Table. In accordance with Item 402(v), below is the tabular disclosure for the Company’s CEOs and the average of our NEOs other than the CEO for the past four fiscal years.
| | | | | | | | | | | | | | | | | | | | | (a) | | (b) | | (c) | | (c) | | | | (d) | | (e) | | (f) | | (g) | | (h) | | (i) |
| | | | | | | | | | | | | | Value of Initial Fixed $100
Investment Based on: | | | | | Year | | Summary
Comp. Table
Total for
Current
CEO(1) | | Summary
Comp. Table
Total for
Former CEO | | Compensation
Actually Paid
to Current
CEO(2) | | Compensation
Actually Paid
to Former
CEO | | Average
Summary
Compensation
Table Total for
Other NEOs(1) | | Average
Compensation
Actually Paid
to Other
NEOs(2) | | Total
Shareholder
Return(3) | | Peer Group
Total
Shareholder
Return(4) | | GAAP
Net
Income
($mil.)(5) | | PSU
OI
($mil.)(6) | 2023 | | $6,067,969 | | $10,897,739 | | $5,906,451 | | $8,784,009 | | $2,509,460 | | $2,108,923 | | $69 | | $132 | | $(12.7) | | $574.3 | 2022 | | — | | $12,810,155 | | — | | $11,219,259 | | $2,823,990 | | $2,582,913 | | $71 | | $131 | | $(140.6) | | $532.8 | 2021 | | — | | $10,529,261 | | — | | $5,240,661 | | $2,816,541 | | $1,954,970 | | $78 | | $132 | | $(68.9) | | $471.6 | 2020 | | — | | $10,967,230 | | — | | $7,936,371 | | $2,719,981 | | $2,230,948 | | $88 | | $111 | | $(162.6) | | $542.0 |
(1)2023 CEOs are Mr. Lockwood-Taylor (current) and Mr. Kessler (former); other NEOs are E. Bezerra, J. Dillard (former), S. Andersen, K. Hanson, and R. Janish; 2022 CEO is M. Kessler; other NEOs are E. Bezerra, S. Andersen, J. Dillard, K. Hanson, T. Kingma (former), and R. Silcock (former); 2021 CEO is M. Kessler; other NEOs are R. Silcock, J. Dillard, S. Andersen, T. Kingma, and S. Kochan; 2020 CEO is M. Kessler; other NEOs are R. Silcock, S. Andersen, T. Kingma, R. Sorota. (2)The dollar amounts reported represent CAP, as computed in accordance with SEC rules. For all amounts shown in columns (c), the following methods were used to calculate fair value of awards: option awards fair value was determined using a Black-Scholes option-pricing model; restricted stock units (RSUs) fair value was based on PRGO’s closing stock price on each valuation date, including accrued dividend equivalent units; performance stock units (PSUs) fair value assumes estimated performance results as of the end of each reporting year for financial metrics (return on tangible capital was the performance measure for our 2017 and 2018 PSUs, and adjusted operating income was the performance measure for our 2019, 2020, 2021, 2022, and 2023 PSUs) and a Monte Carlo simulation valuation model for market metrics (which were relative TSR vs. a peer group for the 2018, and vs. the S&P 500 constituents for 2019, 2020, 2021, 2022, and 2023 PSUs), in accordance with FASB ASC 718.The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to the SCT total compensation to determine the CAP values: Reconciliation of Summary Compensation Table to Compensation Actually Paid for CEO:
| | | | | | | | | | | | | | | | | Fiscal Year | | Reported
Summary
Compensation
Table Total
Compensation
for CEO | | Minus Summary
Compensation
Table Reported
Total Value of
Equity Granted
to CEO (a) | | Plus Year-End
Fair Value of
Equity Granted
During Fiscal
Year that is
Outstanding
and Unvested
at Year-End | | Plus (Minus)
Year-over-Year
Change in Fair
Value of Awards
Granted in Prior
Fiscal Years
that are
Outstanding
and Unvested
at Year-End | | Plus Fair
Value at
Vesting Date
of Awards
Granted and
Vested During
Year | | Plus (Minus)
Change in Fair
Value from
Beginning of the
Year to Vesting
Date of Awards
Granted in Any
Prior Fiscal Year
That Vested
During the Year | | Minus Fair
Value of Any
Awards Granted
in any Prior
Fiscal Year that
Fail to Meet
Vesting
Conditions
During the
Fiscal Year | | Equals
CEO
CAP | 2023
(current) | | $6,067,969 | | $4,300,008 | | $4,138,489 | | $— | | $— | | $— | | $— | | $5,906,451 | 2023
(former) | | $10,897,739 | | $10,047,050 | | $5,372,539 | | $(230,666) | | $2,730,013 | | $665,344 | | $(603,910) | | $8,784,009 | 2022 | | $12,810,155 | | $9,750,016 | | $9,282,667 | | $(758,252) | | $— | | $(219,914) | | $(145,380) | | $11,219,259 | 2021 | | $10,529,261 | | $7,749,994 | | $6,504,216 | | $(1,836,722) | | $— | | $(1,135,832) | | $(1,070,268) | | $5,240,661 | 2020 | | $10,967,230 | | $7,749,982 | | $6,287,733 | | $(1,597,037) | | $— | | $28,428 | | $— | | $7,936,371 |
Reconciliation of Summary Compensation Table to Compensation Actually Paid for average other NEOs:
| | | | | | | | | | | | | | | | | Fiscal Year | | Reported
Summary
Compensation
Table Total for
Average Other
NEOs | | Minus Summary
Compensation
Table Reported
Total Value of
Equity Granted
to Average
Other NEOs (a) | | Plus Year-End
Fair Value of
Equity Granted
During Fiscal
Year that is
Outstanding
and Unvested
at Year-End | | Plus (Minus)
Year-over-Year
Change in Fair
Value of Awards
Granted in Prior
Fiscal Years
that are
Outstanding
and Unvested
at Year-End | | Plus Fair
Value at
Vesting Date
of Awards
Granted and
Vested During
Year | | Plus (Minus)
Change in Fair
Value from
Beginning of the
Year to Vesting
Date of Awards
Granted in Any
Prior Fiscal Year
That Vested
During the Year | | Minus Fair
Value of Any
Awards Granted
in any Prior
Fiscal Year that
Fail to Meet
Vesting
Conditions
During the
Fiscal Year | | Equals
Average
Other
NEOs
CAP | 2023 | | $2,509,460 | | $1,411,742 | | $1,053,612 | | $(44,700) | | $— | | $54,504 | | $(52,211) | | $2,108,923 | 2022 | | $2,823,990 | | $1,862,495 | | $1,530,044 | | $(81,925) | | $217,254 | | $(25,508) | | $(18,447) | | $2,582,913 | 2021 | | $2,816,541 | | $1,400,030 | | $1,110,898 | | $(329,578) | | $76,203 | | $(159,566) | | $(159,498) | | $1,954,970 | 2020 | | $2,719,981 | | $1,550,030 | | $1,257,573 | | $(197,822) | | $— | | $10,852 | | $(9,608) | | $2,230,948 |
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(a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the SCT for the applicable year. (3)TSR assumes an investment of $100 on December 31, 2019 and the reinvestment of any dividends. (4)Reflects peer group total shareholder return indexed to $100 for the S&P 1500 Consumer Staples Index, which is an industry line index reported in the performance graph included in the Company’s 2022 Annual Report on Form 10-K. (5)The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. (6)Values shown reflect PSU OI for the applicable reporting year. Relationship between CAP and TSR of Company and Peer Group. The graphs below illustrate the relationship between CAP for our CEO and other NEOs with the TSR of the Company and the Peer Group. While the CAP amounts for our CEO and other NEOs were generally aligned with our TSR, other factors influence CAP, such as our stock price at the time of vesting during the year, the timing of new equity grants, as well as our performance versus the other measures in our annual and long-term incentive plans. The graph below also illustrates the relationship between our TSR and the Peer Group TSR.
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Relationship between CAP and GAAP Net Income. The graph below reflects the relationship between the CEO and Average other NEO CAP and our GAAP Net Income. As discussed in more detail in our Compensation Discussion & Analysis, GAAP net income is not used as a metric in our annual or long-term incentive plans due to the variance in non-cash and other charges recorded against Net income. As such, we believe that its relationship to CAP and our performance is less illustrative than other metrics that factor more directly into our executive compensation program, including Adj. OI.
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Relationship between CAP and PSU OI (our Company-Selected Measure). The graph below reflects the relationship between CEO and Average Other NEO CAP and PSU OI. PSU OI was the most heavily weighted financial performance metric under our 2023 incentive programs. We believe that PSU OI is an important profitability measure because it directly aligns with our stated strategic long-term growth “3/5/7” objectives, and, when combined with the other measures utilized in our incentive plans, supports long-term shareholder value creation. While the CAP amounts for our CEO and other NEOs were somewhat correlated with changes in our PSU OI, other factors influence CAP, such as our stock price at the time of vesting during the year, the timing of new equity grants, as well as our performance versus the other measures in our annual and long-term incentive plans.
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Audit Committee Report The Audit Committee of the Board is responsible for monitoring:monitoring the following, including their related risks: (1) Perrigo’s accounting and financial reporting principles and policies; (2) the integrity of Perrigo’s financial statements and the independent audit thereof; (3) Perrigo’s compliance with legal and regulatory requirements; (4) the qualifications, independence and performance of Perrigo’s independent registered public accounting firm; (5) the qualifications and performance of Perrigo’s internal audit function including where the service is outsourced and (6) Perrigo’s internal control over financial reporting. In particular, these responsibilities include, among other things, the appointment and compensation of Perrigo’s independent registered public accounting firm, reviewing with the independent registered public accounting firm the plan and scope of the audit of the financial statements and internal control over financial reporting and audit fees, monitoring the adequacy of reporting and internal controls and meeting periodically with internal auditors and the independent registered public accounting firm. All of the members of the Audit Committee are independent directors, as such term is defined in Section 303A.02of303A.02of the NYSE Listed Company Manual. The Board has adopted an Audit Committee Charter, which it reviews annually based upon input from the Audit Committee. In connection with the December 31, 20172023 financial statements, the Audit Committee: (1) reviewed and discussed the audited financial statements with management; (2) discussed with the independent registered public accounting firm the matters required to be discussed under current auditing standards, and (3) received and discussed with the independent registered public accounting firm the written disclosures and letter from the independent registered public accounting firm required under PCAOB Ethics and Independence Rule 3526 and has discussed with the independent registered public accounting firm their independence. Based upon these reviews and discussions, the Audit Committee has recommended to the Board of Directors, and the Board of Directors has approved, that Perrigo’s audited financial statements be included in Perrigo’s Annual Report on Form10-K filed with the SEC for the fiscal year ended December 31, 2017.2023.
| THE AUDIT COMMITTEE
Donal O’Connor, Chair Katherine C. Doyle Geoffrey M. Parker
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Donal O’Connor, Chair
Rolf A. Classon
Proposals to be Voted on Geoffrey M. Parker
PROPOSALS TO BE VOTED ON
Proposal 1 – Election of Directors Under the Company’s Articles of Association, the Board of Directors must consist of between two and eleven directors, with the exact number determined by the Board of Directors. Eleven directors currently serve on our Board of Directors. In connection with Ms. Mann's decision not to stand for re-election, in accordance with our Articles of Association, our Board of Directors intends to reduce the number of directors from eleven to ten, effective as of the conclusion of the Annual General Meeting. All directors who are elected will serve until the 20192025 Annual General Meeting. Based upon the recommendation of the Nominating & Governance Committee, the Board of Directors has nominated Bradley A. Alford, Laurie Brlas, Rolf A. Classon, GaryOrlando D. Ashford, Julia M. Cohen,Brown, Katherine C. Doyle, Adriana Karaboutis, Jeffrey B. Kindler, Patrick Lockwood-Taylor, Albert A. Manzone, Donal O’Connor and Geoffrey M. Parker Uwe F. Roehrhoff, Theodore R. Samuels, and Jeffrey C. Smith for election as directors to serve until the 20192025 Annual General Meeting. As part of the process, the Nominating & Governance Committee recommended to the Board that it waive the director age limit for Mr. Classon, who joined the Board in May 2017. The Committee and Board approved this waiver as being in the best interest of the Company given the substantial board refreshment in 2017, theon-boarding of a new CEO since January 2018, and Mr. Classon’s outstanding service and experience that continues to benefit the Board.
Shareholders are entitled to one vote per share for each of the eleventen nominees. In order to be elected as a director, each nominee must receive the affirmative vote of a majority of the votes cast in person or by proxy. If a director nominee does not receive this majority vote, he or she is not elected. Information about each nominee is set forth below is based on information provided to us as ofMarch , 2018 print date.ofMarch 11, 2024. All Director nominees exhibit:
| | | All Director nominees exhibit: | ·
| | ·
•An appreciation of multiple cultures |
|
| ·
•A proven record of success | | ·
•Knowledge of corporate governance requirements and practices |
Our Director nominees bring a balance of relevant skills to our boardroom:
| | | Our Director nominees bring a balance of relevant skills to our boardroom: | | · Global perspective
| | · Regulatory and governmental
| ·
•Consumer and pharmaceutical | | · Financial
| · CEO experience
| | ·
•Public company board experience |
| Our Director nominees exhibit an effective mix of diversity, experience and fresh perspectives: | · Gender Diversity: 20%
|
| |
| · Average age: 54
|
| •Regulatory and governmental |
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Our Director nominees exhibit an effective mix of diversity, experience and fresh perspectives:
•Racial or Ethnic Diverse 20% •Average tenure: approximately 5 years •Active versus former executives: 5:5 •Countries of origin: Monaco, Ireland, and U.S.A.
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| · Average tenure: approximately 4 yearsPERRIGO• 2024 PROXY STATEMENT
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Director Skills Matrix
| | | | | | | | | | | | | SKILLS & EXPERTISE | | 
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| Senior Leadership Leadership or senior advisory position | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 
| Financial Expertise Significant experience in positions requiring financial knowledge and analysis | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 
| Industry.Management level experience in a similar industry | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 
| OTC/ Consumer Commercial Expertise and experience in an OTC or consumer commercial focused healthcare company | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 
| Manufacturing/ Supply Chain Experience managing manufacturing operations, facilities, and processes including supply chain logistics | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 
| International Business / Strategy Management of or responsibility for large, complex global operations and strategic direction and growth | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 
| IT / Cyber Security Expertise and experience in cybersecurity, information technology and/or data protection | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 
| Governance / Regulatory Experience in regulatory compliance and policy matters, legal or regulatory affairs background | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 
| Gender/Ethnic Diversity | | | | | | | | | | | | | | | | | | | | | | | | | 
| Marketing / Sales Experience managing or overseeing sales and marketing in a global company | | | | | | | | | | | | | | | | | | | | | | | | | 
| ESG Experience as a senior executive with responsibility for ESG, or membership of a board committee with ESG oversight | | | | | | | | | | | | | | | | | | | | | | | | | 
| Public Company Board - Experience as a board member of a publicly traded company | | | | | | | | | | | | | | | | | | | | | | | | | 
| Merger & Acquisition/Corporate Development - Experience or expertise in structuring financing and executing strategic acquisitions, partnerships, and other corporate development activities | | | | | | | | | | | | | | | | | | | | | | | | | 
| Human Capital - Experience leading large, diverse teams and human capital management initiatives. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BACKGROUND | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Independent | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Tenure | | 7 | 4 | 0.5 | 4 | 7 | 7 | 1 | 2 | 10 | 8 | | | | | | | | | | | | | |
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| PERRIGO• 2024 PROXY STATEMENT |
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Election of Directors The following table provides summary information about our nominees for election to the Board of Directors. Additional information for all of our directors, including thedirector nominees may be found on pages 48-53.66 - 70.
| | | | | | | | | Name |
| Director
Since |
| Primary Occupation |
| Independent |
| Number of Other
Public Company
Boards | Bradley A. Alford |
| 2017 |
| RetiredFormer Executive |
| Yes |
| TwoOne | Laurie BrlasOrlando D. Ashford
|
| 20032020 |
| Retired Executive |
| Yes |
| One | Rolf A. ClassonJulia M. Brown
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| 20172023 |
| RetiredFormer Executive |
| Yes |
| Three*Three | Gary M. CohenKatherine C. Doyle
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| 20032020 |
| Former Executive |
| Yes |
| NoneOne | Adriana Karaboutis |
| 2017 |
| Former Executive |
| Yes |
| One | Jeffrey B. Kindler |
| 2017 |
| Executive |
| Yes |
| ThreeTwo | Donal O’ConnorPatrick Lockwood-Taylor
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| 20142023 |
| Retired ExecutivePresident & CEO |
| YesNo |
| TwoNone | Albert A. Manzone |
| 2022 |
| Executive |
| Yes |
| Two | Donal O’Connor |
| 2014 |
| Former Executive |
| Yes |
| One | Geoffrey M. Parker | | 2016 | | Executive | | Yes | | Two | Uwe F. Roehrhoff
| | 2018 | | CEO | | No | | One | Theodore R. Samuels2016
| | 2017 | | Retired Executive | | Yes | | Two | Jeffrey C. Smith
| Executive* | 2017
| Yes | Executive
| | Yes | | One |
* Mr. Classon has announced his retirement from Tecan Group, Ltd. asParker is Chief Financial Officer of April 2018.Allogene Therapeutics, and was formerly Chief Financial Officer of Tricida, Inc., a biotechnology company that filed for bankruptcy in 2023 after its investigational drug candidate failed to reach the primary endpoint of its clinical trial. Each director will serve for a term expiring at the 20192025 Annual General Meeting, until a qualified successor has been elected, or until his or her death, resignation, retirement or removal by the shareholders for cause. About the Nominated Directors Our goal is to assemble a Board that operates cohesively and challenges and questions management in a constructive way. When assessing directors for the Board, we consider: •the directors’ overall mix of skills and experience; •the director’s understanding of our business; •how active they are in participating in Board, committee and annual general meetings; and •their character, integrity, judgment, record of achievement, diversity and independence. | · | | the directors’ overall mix of skills and experience; |
| · | | how active they are in understanding our business and participating in board, committee and annual general meetings; and |
| · | | their character, integrity, judgment, record of achievement, diversity and independence. |
We also look at a director’s ability to contribute to the Board, his or her available time and his or her participation on other boards. We believe these are important factors that impact the quality of the Board’s decision-making and its overall oversight of management and our business. WhileThe Nominating & Governance Committee specifically considers diversity is considered when assessingin regard to the selection of nominees. The Nominating & Governance Committee recognizes that some institutional investors and institutional shareholder advisory firms have policies regarding “overboarding,” which refers to a director who sits on an excessive number of boards, due to concerns that overboarded directors forface excessive time commitments and challenges in fulfilling their duties. In recommending that each nominee should continue to serve on the Board, Perrigo has no formal policythe Nominating & Governance Committee carefully considered the number of other boards on Board diversity.which each director serves as part of its process, evaluating the level of engagement, skill set, expertise, perspective and other qualities of each director against any overboarding concerns.
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| PERRIGO• 2024 PROXY STATEMENT |
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Our Expectations for Directors We expect each member of our Board of Directors to act honestly and in good faith and to exercise business judgment with a view to the best interests of Perrigo overall. Each director is expected to: •comply with our Code of Conduct, including conflict of interest disclosure requirements; •develop an understanding of our strategy, our business environment and operations, the markets in which we operate and our financial position and performance; •diligently prepare for each Board, committee and annual general meeting by reviewing all of the materials he or she receives in advance; •actively and constructively participate in each Board meeting and seek clarification from management and outside advisors when necessary to fully understand the issues being considered; •participate in continuing education programs, as appropriate; and •participate in the Board and committee self-assessment process. | · | | comply with our Code of Conduct, including conflict of interest disclosure requirements; |
| · | | develop an understanding of our strategy, our business environment and operations, the markets in which we operate and our financial position and performance; |
| · | | diligently prepare for each board, committee and annual general meetings by reviewing all of the materials he or she receives in advance; |
| · | | actively and constructively participate in each board meeting and seek clarification from management and outside advisors when necessary to fully understand the issues being considered; |
| · | | participate in continuing education programs, as appropriate; and |
| · | | participate in the Board and committee self-assessment process. |
Director Experience Our Board represents a cross-section of business, industry and financial experience. All of our directors bring to the Board of Directors significant leadership experience derived from their professional experience, in either the corporate or academic sectors, as well as their service as executives or board members of other corporations or businesses. The process undertaken by the Nominating & Governance Committee in recommending qualified director candidates is described in “Director Nominations” beginning on page 8.14. Certain individual qualifications and skills of our directors that contribute to the effectiveness of our Board of Directors as a whole are described below. All of the nominees for this year are current Perrigo directors. We will vote your shares as you specify on the enclosed proxy card or through telephone or Internet voting. If you return a proxy card and do not specify how you want your shares voted, we will vote them FOR the election of each of the nominees. If unforeseen circumstances (such as death or disability) make it necessary for the Board of Directors to substitute another person for any of the nominees, we will vote your shares FOR that other person. The Board of Directors does not anticipate that any nominee will be unable to serve.
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| PERRIGO• 2024 PROXY STATEMENT |
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NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS AT THE AGMANNUAL GENERAL MEETING Bradley A. Alford, 61, has been a director of Perrigo since February 2017. Mr. Alford joined Advent International Corporation, a global private equity firm, in 2014 as an Industry Advisor and moved to Operating Partner in March of 2016. From 2006 to 2013, Mr. Alford was Chairman and Chief Executive Officer of Nestlé USA. Mr. Alford also served as CEO and President of Nestlé Brands Company. He also serves as a director of Avery Dennison Corporation since April 2010 and Conagra Brands, Inc. since July 2015. Throughout his career,
| | | | Bradley A. Alford Independent |
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Age 67
Director since 2017
Committees Talent & Compensation
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| Experience •2016 - 2021 Operating Partner, Advent International Corporation, a global private equity firm. •2014 - 2016 Industry Advisor, Advent International Corporation. •2006 - 2013 Chairman / CEO, Nestlé USA, a multinational food and beverage company. Other Public Company Directorships •2010 - Present Avery Dennison Corporation (NYSE: AVY) •2015 - 2018 Conagra Brands, Inc. (NYSE: NCAG) •2006 - 2013 Nestlé USA (OTCMKTS: NSRGY) Notable Experience and Key Skill Sets •Mr. Alford has been focused on developing brands, initiatives to improve processes and facilitate best practices across an organization.Director Qualifications:
| · | | Leadership experience – current and previous executive leadership roles within the private and public sectors. |
| · | | Board and corporate governance•His experience – includes serving on the board and corporate governance experience from service as a directorof directors of public, private andnon-profit companies. |
| · | | Industry knowledge – entities.•Mr. Alford has extensive experienceindustry knowledge and knowledgeexperience in management, operations and supply chain as well as the development and marketing of consumer products. |
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Laurie Brlas, 60, has been a director of Perrigo since August 2003 and was appointed Chairman of the Board in April 2016. Ms. Brlas served as Executive Vice President and Chief Financial Officer of Newmont Mining Corporation from September 2013 until October 2016, and she retired from Newmont Mining Corporation on December 31, 2016. From 2006 through 2013, Ms. Brlas held various positions with Cliffs Natural Resources, most recently as Executive Vice President and
President Global Operations. Prior to this role, she served as Chief Financial Officer. Prior to that, Ms. Brlas served as Senior Vice President and Chief Financial Officer of STERIS Corporation, a provider of healthcare products, from 2000 through 2006. From 1995 through 2000, Ms. Brlas held various positions with Office Max, Inc., most recently as Senior Vice President and Corporate Controller. Since June 2017, Ms. Brlas has served as a director of Albemarle Corporation, a specialty chemicals company. Ms. Brlas also served as a director for Calpine from August 2016 to March 2018 and a director for Nova Chemicals from September 2008 to July 2009.
Director Qualifications:
| | | | Orlando D. Ashford Independent | ·
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Age 55 Director since 2020
Chairman since 2022 Committees Nominating & Governance |
| Experience •2022 - Present Chief People Officer, Fanatics Holdings Inc, a global sporting company. •2021 – 2022 Executive Chairman, Azamara Cruise Lines, a worldwide cruise line company. •2014 - 2020 President, Holland America Line, a worldwide cruise line company. •2020 - 2021 Strategic Advisor, Sycamore Partners, a private equity firm. Other Public Company Directorships •2020 - Present Array Technologies, Inc. (NASDAQ: ARRY) •2011 - 2022 ITT, Inc. (NYSE: ITT) Notable Experience and operatingKey Skill Sets •Mr. Ashford has extensive expertise from his various leadership roles in various private and public companies. •He has over 30 years of global experience in executive management, talent management, organizational development, change management and corporate human resources. •Mr. Ashford has vast experience planning and executing change initiatives and enabling successful strategy execution for organizations. |
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| PERRIGO• 2024 PROXY STATEMENT |
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| | | Julia M. Brown Independent |
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| Experience | 
Age 54 Director since 2023
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| •2020 – previous2021 Chief Procurement & Sustainability Officer, Mars Wrigley, a world leading manufacturer of chocolate and confectionary. •2015 – 2020 Chief Procurement Officer, Carnival Corporation & plc, the world’s largest global cruising company with 9 brands. Other Public Company Directorships •2023 – Present Ocado plc (LSE: OCDO) •2021 – Present Molson Coors Beverage Company (NYSE: TAP) •2021 – Present Solo Brands (NYSE: DTC) Notable Experience and Key Skill Sets •Ms. Brown has extensive management experience across the consumer and hospitality sectors having led large global multinational teams across some of the most well-known and global brands including Procter & Gamble, Gillette, Diageo, Kraft, Mondelez, Carnival Corporation & Plc. •She has deep expertise in the areas of organizational and business transformation, sourcing, supply chain, external manufacturing, operations optimization, enterprise risk management, sustainability and mergers and acquisitions. •Ms. Brown has extensive public company board and advisory experience to provide beneficial insight on matters of global executive management, governance, risk management and human capital. |
| | | | Katherine C. Doyle Independent |
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Age 56 Director since 2020 Committees Audit Nominating & Governance
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| Experience •2019 - Present Executive Advisor to private equity firms that invest in and grow consumer healthcare and technology businesses. •2016 - 2019 Chief Executive Officer, Swanson Health Products, a leading global e-commerce health and wellness company. •2011 - 2014 Senior Vice President, Abbott Laboratories, Nutritional Products Division, a global healthcare company. •1993 - 2010 Principal, McKinsey & Company, a global management consulting firm; Leader of Consumer Goods and Retail Practice. Other Public Company Directorships •2019 - Present Ahold Delhaize (XAMS, XBRU: AD) •2017 - 2019 Bemis Company, Inc. (NYSE: BMS) Notable Experience and Key Skill Sets •Ms. Doyle has 30 years’ experience in management, operations, sales and marketing of consumer health products including in many Perrigo categories. •She brings a wealth of experience and knowledge of both US and European retail channels with particular depth in ecommerce. •Ms. Doyle has expertise in corporate strategy and portfolio management from over 20 years at McKinsey and the last 10 years working in private equity to develop and deliver against value creation plans that yield superior returns to shareholders. |
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| PERRIGO• 2024 PROXY STATEMENT |
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| | | | Adriana Karaboutis Independent |
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Age 61 Director since 2017 Committees Chair, Nominating & Governance |
| Experience •2017 - 2023 Group Chief Information & Digital Officer, National Grid plc, a multi-national energy/utility company. •2014 - 2017 Executive Vice-President, Biogen Inc, a global biotechnology company. •2015 – 2017 Independent Director, Member of Audit and Innovation Committees, Blue Cross Blue Shield of Massachusetts, a not-for-profit health insurer. •2010 – 2014 Vice-President and Global Chief Information Officer, Dell inc, a global services and technology company. •1989 – 2010 Multiple international and cross-functional Technology, Manufacturing, and Supply Chain leadership positions at Ford Motor Company (15 years) and General Motors (6 years). Public Company Directorships •2022 - Present AON PLC (NYSE: AON), Audit and Compliance Committees •2020 – 2022 Aspen Technology (NASDAQ: AZPN); Audit and Chair Nom/Gov; Acquired by Emerson Electric •2015 – 2020 Advance Auto Parts Inc (NYSE: AAPN) Notable Experience and Key Skill Sets
•Ms. Karaboutis has extensive management experience across multiple sectors and regulated businesses including: automotive, technology, cybersecurity, healthcare, biotechnology, retail, and consumer packaged goods. •She has led large organizations and has a deep understanding in key areas including: digital transformation, data sciences, production planning, supply chain optimization, cybersecurity and corporate affairs. •Ms. Karaboutis has extensive public company board experience and provides valuable perspective on matters of risk oversight, corporate governance and executive management. |
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| | | | Jeffrey B. Kindler Independent |
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Age 68 Director since 2017 Committees Chair, Talent & Compensation |
| Experience •2020 - Present Venture Partner, Artis Ventures, venture fund focused on life-sciences companies. •2020 - Present Senior Advisor, Blackstone Group, the world's largest alternative asset manager. •2013 - Present CEO, Centrexion Corporation, a biopharmaceutical company. Other Public Company Directorships •2021 - Present Terns Pharmaceutical (NASDAQ: TERN) •2012 - Present Precigen (NASDAQ: PGEN) •2017 - 2021 PPD (NASDAQ: PPD) •2015 - 2020 vTv Therapeutics (NYSE: VTVT) •2013 - 2020 Siga Technologies (NYSE: SIGA) Notable Experience and Key Skill Sets •Mr. Kindler is an experienced healthcare executive, investor and advisor who has held leadership positions at some of the world's most recognized companies including General Electric, McDonald's, and Pfizer where he served as Chairman and Chief Executive Officer. •He brings substantial expertise in the pharmaceutical, healthcare and retail sectors to the Board. •Mr. Kindler has a deep understanding of multinational corporate matters including regulation, litigation, compliance, crisis management, brand, franchise management, executive leadership roles at Newmont Mining Corporation, Cliffs Natural Resources,and mergers and acquisitions. |
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| PERRIGO• 2024 PROXY STATEMENT |
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| | | Patrick Lockwood- Taylor
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Age 55 Director since 2023
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| Experience |
| •2023 - Present President & Chief Executive Officer, Perrigo. •2019 - Present Non-executive board member Bush Bros. LLC. •2020 - 2023 President, Bayer USA, the US subsidiary of Bayer AG. •2018 - 2020 Regional President of Consumer Health North America, Bayer AG, a multinational pharmaceutical and biotechnology company. •2016 - 2018 President & Chief Executive Officer, The Oneida Group Inc., STERIS Corporation, and Office Max. |
| · | | Board and corporate governance experiencethe largest supplier of dinnerware to the foodservice industry in North America.•1991 – board and corporate governance experience from current and prior service as a director and committee member on public andnon-profit boards. |
| · | | Industry Knowledge – experience in operations and supply chain and FDA regulated industries. |
Rolf A. Classon, 72, has been a director of Perrigo since May 2017. Mr. Classon served as Interim President and Chief Executive Officer of Hillenbrand Industries, a global diversified industrial company, from May 2005 until March 2006. From 2002 until June 2004, Mr. Classon served as Chairman of the Executive Committee of Bayer Healthcare AG, a subsidiary of Bayer AG. Mr. Classon served as President of Bayer Diagnostics from 1995 to 2002 and as Executive Vice President from 1991 to 1995. Prior to 1991, Mr. Classon held various management positions with Pharmacia Corporation. Mr. Classon serves as a director of Fresenius Medical Care AG and Co. since May 2012, and Catalent, Inc. since July 2014. Mr. Classon also served as a director ofHill-Rom Holdings, Inc., from July 2001 to March 2018, Aerocrine AB, Stockholm from May 2013 to July 2015 and Auxilium Pharmaceuticals from July 2005 to January 2015. Mr. Classon, who has served as a director of Tecan Group, Ltd. since 2009, has announced his retirement from that board as of April 2018.
Director Qualifications:
| · | | Leadership and operating experience – previous executive2016 Multiple international leadership roles at Hillenbrand Industries, Bayer Healthcare AG, Bayer Diagnosticswithin Procter & Gamble, an American multi-national consumer good corporation.Notable Experience and Pharmacia Corporation. |
| · | | Board and corporate governance experience – board and corporate governance experience from current and prior service as a director and committee member on public boards. |
| · | | Industry knowledge – extensive experience in varying roles within the pharmaceutical industry. |
Gary M. Cohen,58,Key Skill Sets
•Mr. Lockwood-Taylor has been a director of Perrigo since January 2003. Since 2006, he has served as Executive Vice President of Becton, Dickinson and Company (“BD”), a provider of medical supplies, devices, laboratory equipment and diagnostic systems. He also served as President of BD Medical, one of three business segments of BD, from 1999 until 2006. Mr. Cohen has been an executive officer of BD in various capacities since 1996. Mr. Cohen presently serves as a director andco-chair of GBCHealth; director, founder and president of Together for Girls, Inc.; and a director of the following additional nonprofit organizations: the Centers for Disease Control and Prevention (CDC) Foundation; the United States Fund for UNICEF; the Federal Drug Agents Foundation; and the Global Partnership to End Violence Against Children. He also serves as chairperson of the CDC Corporate Roundtable on Global Heath Threats and Scientific Advisor for Grand Challenges Canada. Director Qualifications:
| · | | Leadership and operating experience – currently an Executive Vice President at a global medical technology company as well as years of service in previous executive officer roles of varying degrees. |
| · | | Board and corporate governance experience – board and corporate governance experience from current and prior service as a director and committee member on public andnon-profit company boards. |
| · | | Industry knowledge – extensive experience in the medical supply and diagnostic equipment industries and in international business. |
Adriana Karaboutis, 55, has been a director of Perrigo since May 2017. Since August 2017, Ms. Karaboutis has served as Chief Information and Digital Officer of National Grid, a publicly traded utility company. Ms. Karaboutis served as Executive Vice President, Technology, Business Solutions and Corporate Affairs at Biogen Inc., an independent biotechnology company from December 2015 to February 2017, and as Executive Vice President, Technology and Business Solutions from September 2014 to December 2015. Prior to that, Ms. Karaboutis served as Vice President and Global Chief Information Officer of Dell, Inc., a global technology company, from 2011 to September 2014, and as Vice President of IT, Global Operations and Technology from 2010 to 2011. Ms. Karaboutis spent more than 20 years at General Motors Corporation and Ford Motor Company in various leadership positions, including computer-integrated manufacturing, supply chain operations and information technology. In addition, Ms. Karaboutis has been a director of Advance Auto Parts, Inc. since 2015. Ms. Karaboutis served on the board of directors of Blue Cross Blue Shield of Massachusetts from February 2016 to December 2017.
Director Qualifications:
| · | | Leadership and operating experience – current and previous executive leadership roles, including IT and cyber security at Biogen, Inc., and Dell, Inc. |
| · | | Board and corporate governance experience – board and corporate governance experience from current and prior service as a director and committee member on public boards. |
Jeffrey B. Kindler, 62, has been a director of Perrigo since February 2017. Mr. Kindler has been a Venture Partner at Lux Capital, a venture capital firm, since 2012, and has served as CEO of Centrexion Corporation, a privately held bio therapeutics company that develops pain therapies, since 2013. In addition, Mr. Kindler serves as Executive Chairman of vTv, Managing Director at Starboard Capital Partners (unrelated to Starboard Value LP or any of its affiliates), and advisor to a number of healthcare companies. Prior to this, Mr. Kindler was Chairman and CEO of Pfizer, Vice President of Litigation and Legal Policy at General Electric Company, Executive Vice President and General Counsel at McDonald’s, and President at Partner Brands. In addition, Mr. Kindler has served as a director of Intrexon since 2011, also serving as Chair of the Audit Committee, vTv Therapeutics since 2015, and Siga Technologies since 2013, as well as a number of privately held companies.
Director Qualifications:
| · | | Leadership experience – current and previous executive leadership roles within the private and public sectors. |
| · | | Board and corporate governance experience – board and corporate governance experience from service as a director of public, private andnon-profit companies. |
| · | | Legal experience – extensive legal•He has more than 25 years’ experience in bothglobal leadership roles, including positions in operations management, sales, marketing, country management, brand franchise leadership and general management. •Mr. Lockwood-Taylor has extensive experience in strategic planning and direction, brand-building and customer relationships within the public and private sectors. |
Donal O’Connor, 67, has been a director of Perrigo since November 2014 and was previously a director of Elan Corporation, plc from May 2008 until Perrigo’s acquisition of Elan in December 2013. He was previously a senior partner of PwC in Ireland from 1995 until 2007. He was also a member of PwC Global Board from 2003 to 2008 and was a former chairman of the PwC Eurofirms Board. From December 2008 to May 2012, Mr. O’Connor served as a director for Readymix plc, an Irish concrete manufacturer and supplier. From December 2008 to June 2010, Mr. O’Connor served as the government appointed Chairman of Anglo Irish Bank plc. Mr. O’Connor has been a director of Theravance Biopharma, Inc. since October 2015 and a director of Malin Corporation plc since July 2017 and Chairman since January 2018. Mr. O’Connor also holds directorships on a number of private Irish company boards.
Director Qualifications:
| | | | Albert A. Manzone Independent | ·
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Age 60 Director since 2022 Committees Talent & Compensation | Leadership
| Experience •2023 – Present Deputy Chief Executive Officer, Monte-Carlo Society des Bains de Mer, a leader in luxury hospitality. •2016 - 2023 Chief Executive Officer, Director, Whole Earth Brands, a global food company. •2012 – 2016 President Europe, Oettinger Davidoff AG, a luxury goods company. •1993 – 2012 Multiple US and international executive and leadership roles at Haleon (fka Novartis Consumer Health) (2 years), W.M. Wrigley Jr. Company (2 years), PepsiCo (11 years) and McKinsey & Company (3 years). Other Public Company Directorships •2023 – Present Syntec Optics (NASDAQ: OPTX) •2023 – Present FL Entertainment (Amsterdam: FLE.AS) Notable Experience and Key Skill Sets •Mr. Manzone has over 30 years’ experience creating value in the hospitality, luxury, entertainment, food and beverage and consumer health sectors. •He has a proven track record developing private and public companies into top performers through strategic vision, operational excellence, M&A, and building teams including taking Whole Earth Brands public on the NASDAQ. •Mr. Manzone has strong executive leadership skills and has extensive global experience across all continents. |
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| PERRIGO• 2024 PROXY STATEMENT |
| 69 |
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| | | | Donal O’Connor Independent |
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Age 73 Director since 2014 Committees Chair, Audit Nominating & Governance |
| Experience •2011 – former Present Chairman, Huttonread. •2010 – Present Chairman, Glaco Steel Ltd, Ireland's leading steel galvanizing company. Other Public Company Directorships •2015 – Present Theravance Biopharma Inc (NASDAQ: TBPH) •2017 - 2018 Malin Corporation Plc (ISE: MLC) •2008 – 2013 Elan Corporation Plc (prior to Perrigo’s acquisition of Elan) Notable Experience and Key Skill Sets •Mr. O’Connor has extensive financial management, accounting and auditing expertise, as well as valuable experience in working with regulators and Government. •He was previously a member of the Irish Auditing and Accounting Supervisory Board and the PwC Global Board. Mr. O'Connor has chaired the PwC Eurofirms Board as well as being the named Territory Senior Partner of Pricewaterhouse Coopers.PwC Ireland. •Mr. O’Connor provides executive leadership experience from serving as director and Chairperson in various public and private corporations. |
| · | | Board and corporate governance experience – current and prior board and committee experience in the financial, pharmaceutical and other industries. |
| · | | Accounting and financial expertise – qualified chartered accountant currently designated as an “audit committee financial expert” given his skills and attributes acquired through relevant education and work experience.
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Geoffrey M. Parker,53, has been a director of Perrigo since November 2016. Since April 2017, Mr. Parker has served as Chief Financial Officer of Tricida, Inc., a biopharmaceutical company. Mr. Parker previously served as Chief Financial Officer of Anacor Pharmaceuticals, a biopharmaceutical company, from September 2010 to May 2015. From 1997 to 2009, Mr. Parker led the West Coast Healthcare Investment Banking practice at Goldman Sachs, where he advised leading companies in the biotechnology, life science tools and medical device industries. Mr. Parker has served as a member of the board of directors of Genomic Health and ChemoCentryx since June 2016, and December 2009, respectively. Mr. Parker served on the board of directors of Sunesis Pharmaceuticals from March 2016 until December 2017.
Director Qualifications:
| | | | Geoffrey M. Parker Independent | ·
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| Leadership experience – current
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Age 59 Director since 2016 Committees Audit |
| Experience •2023 - Present Executive Vice Present & Chief Financial Officer, as wellAllogene Therapeutics, Inc, a biotechnology company. •2017 - 2023 Chief Operating Officer & Chief Financial Officer, Tricida, Inc, a biotechnology company. •2010 - 2015 Chief Financial Officer, Anacor Pharmaceuticals, Inc., a biotechnology company. •1997 - 2009 Managing Director and Partner, Healthcare Investment Banking, Goldman Sachs, a multinational investment bank and financial service company. Other Public Company Directorships •2021 - Present Better Therapeutics (NASDAQ: BTTX) •2009 - 2022 ChemoCentryx (NASDAQ: CCXI) •2016 - 2019 Genomic Health (NASDAQ: GHDX) •2016 - 2017 Sunesis Pharmaceuticals (NASDAQ: SNSS) Notable Experience and Key Skill Sets •Mr. Parker has developed expertise across the healthcare sector through his extensive experience as a formersenior executive at multiple biotechnology companies, as a board member at multiple healthcare companies and as an investment banking executive. |
| · | | Board and corporate governance experience – current board and committee experiencebanker to the healthcare industry.•He brings a unique understanding of trends in the health science industry. |
| · | | Accountinghealthcare industry including experience with emerging technologies and regulatory strategies.•Mr. Parker also provides valuable perspective on areas of financial expertise – designated as an “audit committee financial expert” given his skillsmanagement and attributes acquired through relevant education and work experience. |
Uwe F. Roehrhoff,55, has served as President and Chief Executive Officer and director of Perrigo since January 2018. Prior to joining Perrigo, Mr. Roehrhoff served as Chief Executive Officer of Gerresheimer AG, a leading global manufacturer of pharmaceutical packaging products and medical devices for storage, dosage and safe administration of drugs.capital allocation. He began his career with Gerresheimer AG in 1991 and steadily advanced to serve in a number of key leadership roles in Europe and North America, including leading the American subsidiary Gerresheimer Glass Inc. from 2001 until 2010. He served as an executive board member from 2003 until 2017, responsible for two of the company’s three business units, and CEO of Gerresheimer AG from 2010 until his retirement in August 2017. Since May 2017, Mr. Roehrhoff has served as deputy chairman of Klöckner&Co SE. Mr. Roehrhoff also served as Audit Committee Chairman on the Board of Directors of Catalent, Inc. from February 2017 until February 2018.
Director Qualifications:
| · | | Leadership, operating and marketing experience – current Chief Executive Officer and various leadership roles at previous employers. |
| · | | Board and corporate governance experience – board and corporate governance experience from current and previous service as a director of public and private companies and organizations. |
| · | | Industry knowledge – extensive experience and knowledge in finance, operations and supply chain. |
Theodore R. Samuels,63, has been a director of Perrigo since January 2017. From 1981 to 2017, Mr. Samuels was an investor at Capital Group, a financial services company, and he served as President of Capital Guardian Trust Company, an affiliated company of Capital Group, from 2010 to 2016. While at Capital Group, he also served on The Capital Group Board, Audit Committee and Finance Committee, as well as on numerous management and investment committees. Mr. Samuels has been a director for Stamps.com since January 2017 and a director of Bristol-Myers Squibb since February 2017.
Director Qualifications:
| · | | Leadership experience – former investment management executive and formerco-chair of Children’s Hospital Los Angeles. |
| · | | Board and corporate governance experience – past and current board and committee experience in the financial and health science industries. |
| · | | Accounting and financial expertise – extensive accounting and financial skills and attributes acquired through relevant education and work experience. |
Jeffrey C. Smith, 45, has been a director of Perrigo since February 2017. Mr. Smith is a Managing Member, Chief Executive Officer, and Chief Investment Officer of Starboard Value LP. Mr. Smith has extensive experience inbest-in-class corporate governance practices and significantly improving value at underperforming companies. He currently serves as Chairman of the Board of Advance Auto Parts, where he has been as a director since November 2015. Mr. Smith was Chairman of the Board of Darden Restaurants from October 2014 to April 2016 and a director of Yahoo! Inc. from April 2016 to June 2017. In addition, during the past five years, Mr. Smith has served on the boards of Quantum Corporation, Office Depot, Inc., and Regis Corporation.
Director Qualifications:
| · | | Leadership and operating experience – current and previous executive leadership roles within the private and public sectors. |
| · | | Board and corporate governance experience – board and corporate governance experience from service as a director of public and private companies. |
| · | | Accounting and Financial Expertise – extensive accounting and financial skills and attributes acquired through relevant education and work experience, including involvement in capital markets and M&A experience as an experienced chief financial officer across three companies and over twenty years as an investment decision making.banker. |
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Accordingly, weProposals to be Voted on
Proposal 1 – Elect ten director nominees to serve until the 2025 Annual General Meeting of Shareholders We are asking shareholders to approve the following resolutions as Ordinary Resolutions of the Company at the AGM: RESOLVED that the shareholders elect, by separate resolutions, the following individuals as directors, to serve until the 20182025 Annual General Meeting:
The Board of Directors unanimously recommends a vote FOR each of the director nomineesnominees.
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Proposal 2 – Ratification, in aNon-Binding Advisory Vote, of the Appointment of Ernst & Young LLP as the Company’s Independent Auditor and Authorization, in a Binding Vote, of the Board of Directors, Acting Through the Audit Committee, to Fix the Remuneration of the Auditor The firm of Ernst & Young LLP (“EY”) began auditing the consolidated financial statements of Perrigo Company, our predecessor, in fiscal 2009. The Audit Committee has appointed EY to serve as our independent auditor for fiscal year 2018,2024, and the Board of Directors recommends that the shareholders ratify the appointment of EY to audit our consolidated financial statements for our 20182024 fiscal year. While under Irish law, EY is deemed to be reappointed without the necessity of a shareholder vote, we are submitting the appointment to our shareholders as a matter of good corporate practice to obtain their views. In addition, the shareholders are being asked to authorize the Board of Directors, acting through the Audit Committee, to determine EY’s remuneration. This authorization is required by Irish law. The affirmative vote of a majority of the votes cast at the AGM is required for this proposal. We expect representatives of EY to be present at the AGM with the opportunity to make a statement if they desire to do so and to respond to appropriate questions. EY has advised us that neither the firm nor any of its members or associates has any direct financial interest or any material indirect financial interest in Perrigo or any of its affiliates other than as accountants. During fiscal years 20162022 and 2017,2023, we retained EY to perform auditing and other services for us and paid them the following amounts for these services:
| Fiscal Year 2016 | | | | | Fiscal Year 2017 | | | | Fiscal Year 2022 | |
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| | Fiscal Year 2023 | | Audit Fees | | $ | 14,817,000 | | | Audit Fees | | $ | 14,417,000 | |
| $12,110,000 | | Audit Fees | | $10,880,000 | Audit-Related Fees(1) | | $ | 25,000 | | | Audit-Related Fees(2) | | $ | 450,000 | |
| $120,000 | | Audit-Related Fees(1) | | $590,000 | Tax Compliance | | $ | 1,536,000 | | | Tax Compliance | | $ | 196,000 | |
| $1,500,000 | | Tax Compliance | | $1,730,000 | Tax Consulting & Advisory | | | 2,664,000 | | | Tax Consulting & Advisory | | $ | 1,823,000 | |
| $1,050,000 | | Tax Consulting & Advisory | | $380,000 | | | | | | | | | | Total Tax Fees | | $ | 4,200,000 | | | Total Tax Fees | | $ | 2,019,000 | | All Other Fees | | | -0- | | | All Other Fees | | | -0- | |
| -0- | | All Other Fees | | -0- | Total Fees | | $ | 19,042,000 | | | Total Fees | | $ | 16,886,000 | |
| $14,780,000 | | Total Fees | | $13,580,000 |
1) | Mainly represents attest services provided to the Company in connection with the requirements of the Irish Takeover Panel. |
(1) Includes $7,500 for access to an online tool in Fiscal Year 2022 and 2023, respectively. 2) | Relates primarily to services provided in connection with the Company’s strategic portfolio review. |
The Audit Committee maintains a policy pursuant to which it reviews andpre-approves audit and permittednon-audit services (including the fees and terms thereof) to be provided by our auditor, except for the de minimis exceptions fornon-audit services described in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934 that are approved by the Audit Committee prior to the completion of our audit. The Chair of the Audit Committee, or any other member or members designated by the Audit Committee, is authorized topre-approvenon-audit pre-approve non-audit services, provided that anypre-approval shall be reported to the full Audit Committee at its next scheduled meeting. All audit and other services performed by our auditor in fiscal year 20172023 were approved in accordance with the Audit Committee’s policy. Accordingly, we are asking shareholders to approve the following resolution as an Ordinary Resolution of the Company at the AGM: RESOLVED that the shareholders of Perrigo Company plc (the “Company”(“Company”) ratify, in anon-binding advisory vote, the appointment of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending December 31, 2018,2024, and authorize, in a binding vote, the Board of Directors acting through the Audit Committee to fix the remuneration of the auditor. The Board of Directors unanimously recommends that shareholders vote FOR the ratification, in anon-binding advisory vote, of the appointment of Ernst & Young LLP as our Company’s independent auditor for the fiscal year ending December 31, 20182024 and authorize, in a binding vote, the Board of Directors, acting through the Audit Committee, to fix the remuneration of the auditorauditor.
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Proposal 3 – Advisory Vote on Executive Compensation Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank(“Dodd-Frank Act”) requires us to provide our shareholders with an opportunity to cast an advisory vote regarding the compensation of our named executive officers. This is commonly known as a“Say-on-Pay” “Say-on-Pay” proposal, as it gives our shareholders the opportunity to communicate to the RemunerationTalent & Compensation Committee and the Board of Directors their view on our compensation of the named executive officers. It has been our practice to hold aSay-on-Pay vote annually, and at our 20172023 AGM, our shareholders expressed their preference that we continue to do so.so each year. For that reason, we are asking our shareholders to approve, on anon-binding basis, the compensation of the Company’s named executive officers disclosed in this proxy statement. As described in detail in the “CompensationCompensation Discussion and Analysis”,Analysis, beginning on page 14,21, our philosophy in setting executive compensation is to provide a total compensation package that provides the compensation and incentives needed to attract, retain and motivate talented executives who are crucial to our long-term success while aligning our executives’ compensation with our short-term and long-term performance. Consistent with that philosophy, a significant percentage of the total compensation opportunities for each of our named executive officers is directly related to our stock price performance and to other performance factors that measure progress against operating plans and the creation of shareholder value. Through stock ownership requirements and equity incentives, we also align the interests of our executives with the long-term interests of the Company and our shareholders. For these reasons, we believe that our executive compensation program is reasonable, competitive and strongly focused onpay-for-performance principles. At the 20162023 AGM, our shareholders strongly approved theSay-on-Pay proposal, with more than 91%67% of the votes cast voting in favor of the proposal. With respectWe took the opportunity to engage with many of our top shareholders to have a dialog about our executive compensation during 2017, weprogram and based on their feedback believe that the Company’s financial performance provides support for theour 2023 pay-for-performance compensation ofprogram demonstrated that it is working as intended and is aligned with our named executive officers, including3:shareholders expectations.
| · | | Management delivered on its goals and commitments in 2017 by: |
| ○ | | focusing on operational execution of core businesses in challengingend-markets; |
| ○ | | taking actions to simplify, focus and execute on the Company’s core businesses; |
| ○ | | implementing a cost optimization program that improved our cost structure; and |
| ○ | | delivering strong cash flow conversion and improved balance sheet flexibility. |
| · | | Delivered net sales of $4.9 billion. |
| ○ | | achieved calendar year 2017 adjusted net sales growth of 1.3% compared to the prior year, excluding the year-over-year sales of exited European distribution businesses, the divestiture of the API business and the impact of Entocort®. |
| · | | Realized adjusted operating profit of $1.0 billion. |
| · | | Durable businesses once again delivered with a consolidated adjusted operating margin of 20.5%. |
| · | | Management actions to improve the CHCI Segment resulted in an impressive growth in adjusted operating margin to 15.0% from 11.4%. |
| · | | Sustained high level of performance in the CHCA Segment with adjusted operating margin of 21.9%. |
| · | | Strong performance in the Rx Segment with continued adjusted operating margin of 41.9%. |
| · | | Achieved 119% operating cash flow conversion to adjusted net income; cash from operations was an impressive $699 million. |
| · | | Strategic initiatives taken delivered balance sheet strength and optionality with: |
| ○ | | $2.6 billion of debt repaid in 2017; |
| ○ | | ~2.7 million shares repurchased in 2017; and |
| ○ | | $679 million in total cash on hand as of December 31, 2017. |
3 | See Exhibit A for reconciliation of Adjusted(non-GAAP) to Reported GAAP. |
| · | | Successfully completed our cost optimization program and achieved the announcedrun-rate savings by the end of 2017. |
The RemunerationTalent & Compensation Committee and Board of Directors believe that the information provided in the “Compensation"Compensation Discussion and Analysis” demonstrates that our executive compensation program aligns our executives’ compensation with Perrigo’s short-term and long-term performance and provides compensation and incentives needed to attract, motivate and retain key executives that are crucial to Perrigo’s long-term success. Although thisSay-on-Pay advisory vote isnon-binding, the RemunerationTalent & Compensation Committee and the Board will review the results of this vote and take them into account for future determinations concerning our executive compensation program. Accordingly, we are asking shareholders to approve the following resolution as an Ordinary Resolution of the Company at the AGM: RESOLVED that the shareholders of Perrigo Company plc (the “Company”(“Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement for the 20182024 Annual General Meeting of Shareholders, including the Compensation Discussion and Analysis and the compensation tables and narrative disclosures under the “Executive Compensation” section of this proxy statement.
The Board ofIndependent Directors unanimously recommendsrecommend that shareholders vote FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officersofficers.
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Proposal 4 – Renew the Board’s authorityAuthority to issue sharesIssue Shares under Irish lawLaw Under Irish law, directors of an Irish public limited company must have authority from its shareholders to issue any shares, including shares which are part of the company’s authorized but unissued share capital. The Company’s current authorizationOn May 4, 2023, shareholders granted the Board authority to issue shares, was obtained when our shareholders approved the adoption of our Articles of Associationwith such authority to expire on December 17, 2013 and granted the Board this authorization for a period of five years. Because that five-year period will expire in December 2018, we are presenting this proposalNovember 4, 2024. The proposed resolution seeks to renew the Board’s authority to issue authorized but unissued shares on the terms set forth below. If this proposal is not passed, the Company will have a limited ability to issue new ordinary shares. It ishas been customary practice in Ireland to seek shareholder authority to issue shares with an aggregate nominal value of up to 33%20% of the aggregate nominal value of the company’s issued share capital and for such authority to be renewed each year. Consistent with that practice, we are seeking approval to issue up to a maximum of 33%20% of our issued ordinary share capital for a period expiring 18 months from the passing of this resolution, unless otherwise varied, revoked or renewed. We expect to propose renewal of this authorization on a regular basis at our annual general meetings in subsequent years. Granting the Board this authority is a routine matter for public companies incorporated in Ireland and is consistent with Irish market practice. This authority is fundamental to our business and enables us to issue shares, including, if applicable, in connection with funding acquisitions and raising capital. We are not asking you to approve an increase in our authorized share capital or to approve a specific issuance of shares. Instead, approval of this proposal will only grant the Board the authority to issue shares that are already authorized under our Articles of Association upon the terms below. In addition, because we are a NYSE-listed company, our shareholders continue to benefit from the protections afforded to them under the rules and regulations of the NYSE and the U.S. Securities and Exchange Commission, including those rules that limit our ability to issue shares in specified circumstances. This authorization is required as a matter of Irish law and is not otherwise required for other companies listed on the NYSE with whom we compete. Approval of this resolution would merely place us on par with other NYSE-listed companies. Accordingly, we are asking shareholders to approve the following resolution as an Ordinary Resolution of the Company at the AGM: RESOLVED that without limitation to the authority contained in Article 8.3 of the Company’s Constitution, the directors are generally and unconditionally authorized to exercise all powers to allot and issue relevant securities (within the meaning of section 1021 of the Companies Act 2014) up to an aggregate nominal value of approximately €46,489€27,260.75 (27,260,746 shares) (being equivalent to approximately 33%20% of the aggregate nominal value of the issued share capital of the Company as at the last practicable date prior to the issue of the notice of this meeting) and that the authority conferred by this resolution shall expire 18 months from the passing of this resolution, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred had not expired.
The Board of Directors unanimously recommends that shareholders vote FOR the renewal of the Board’s authority to issue shares under Irish lawlaw.
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Proposal 5 – Renew the Board’s authorityAuthority toopt-out Opt-out of Statutory statutorypre-emption rightsPre-emption Rights under Irish lawLaw
Under Irish law, unless otherwise authorized, when an Irish public limited company issues shares for cash to new shareholders, it is required first to offer those shares on the same or more favorable terms to existing shareholders of the company on apro-rata basis (commonly referred to as thepre-emption right). When ourOn May 4, 2023, shareholders approved the adoption of our Articles of Association on December 17, 2013,granted the Board was granted this authorization, for a period of five years. Because that five-year period willwith such authority to expire in December 2018, we are proposingon November 4, 2024. The proposed resolution seeks to renew the Board’s authority toopt-out of thestatutory pre-emption right on the terms set forth below. rights. It ishas been customary practice in Ireland to seek shareholder authority toopt-out of thepre-emption rights provision in the event of (1) the issuance of shares in connection with any rights issue and (2) the issuance of shares for cash, if the issuance is limited to up to 5%10% of a company’s issued ordinary share capital (with the possibility of issuing an additional 5%10% of the company’s issued ordinary share capital provided the company uses it only in connection with an acquisition or specified capital investment that is announced contemporaneously with the issuance, or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue), bringing the total acceptable limit to 10%20% of the company’s issued ordinary share capital. It is also customary practice for such authority to be limited to a period of up to 18 months. Consistent with these customary practices, we are seeking this authority for a period expiring 18 months from the passing of this resolution, unless otherwise varied, renewed or revoked. We expect to propose renewal of this authorization on a regular basis at our annual general meetings in subsequent years. Granting the Board this authority is a routine matter for public companies incorporated in Ireland and is consistent with Irish customary practice. Similar to the authorization requested in Proposal 4, this authority is fundamental to our business and, if applicable, will facilitate our ability to fund acquisitions and otherwise raise capital. We are not asking you to approve an increase in our authorized share capital. Instead, approval of this proposal will only grant the Board the authority to issue shares in the manner already permitted under our Articles of Association upon the terms below. Without this authorization, in each case where we issue shares for cash, we would first have to offer those shares on the same or more favorable terms to all of our existing shareholders. This requirement could cause delays in the completion of acquisitions and capital raising for our business. This authorization is required as a matter of Irish law and is not otherwise required for other companies listed on the NYSE with whom we compete. Approval of this resolution would merely place us on par with other NYSE-listed companies. Accordingly, we are asking shareholders to approve the following resolution as a Special Resolution of the Company at the AGM: RESOLVED that, subject to and conditional on the passing of the resolution in respect of Proposal No. 4 as set out above, and without limitation to the authority contained in Article 8.4 of the Company’s Constitution, the directors are empowered pursuant to section 1023 of the Companies Act 2014 to allot and issue equity securities (within the meaning of section 1023 of the Companies Act 2014) for cash, pursuant to the authority conferred by Proposal No. 4 as if section 1022 of that Act did not apply to any such allotment, provided that this power shall be limited to: (a)the allotment of equity securities in connection with a rights issue in favor of the holders of ordinary shares (including rights to subscribe for, or convert into, ordinary shares) where the equity securities respectively attributable to the interests of such holders are proportional (as nearly as may be) to the respective numbers of ordinary shares held by them (but subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with fractional entitlements that would otherwise arise, or with legal or practical problems under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory, or otherwise); and (b)the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal value of €27,260.75 (27,260,746 shares) (being equivalent to approximately 20% of the aggregate nominal value of the issued ordinary share capital of the Company as of March 11, 2024) (the latest practicable date before this Proxy Statement) provided that, with respect to 13,630,373 of such shares, (being equivalent to approximately 10% of the issued ordinary share capital as of March 11, 2024), such allotment is to be used for the purposes of an acquisition or a specified capital investment;
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| the allotment of equity securities in connection with a rights issue in favor of the holders of ordinary shares (including rights to subscribe for, or convert into, ordinary shares) where the equity securities respectively attributable to the interests of such holders are proportional (as nearly as may be) to the respective numbers of ordinary shares held by them (but subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with fractional entitlements that would otherwise arise, or with legal or practical problems under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory, or otherwise); and
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| (b) | the allotment (otherwise than pursuant tosub-paragraph (a) above) of equity securities up to an aggregate nominal value of approximately €14,087.49 (14,087,485 shares) (being equivalent to approximately 10% of the aggregate nominal value of the issued ordinary share capital of the Company as of March 6, 2018 (the latest practicable date before this Proxy Statement)) provided that, with respect to 7,043,743 of such shares, (being equivalent to approximately 5% of the issued ordinary share capital as of March 6, 2018),such allotment is to be used for the purposes of an acquisition or a specified capital investment; |
and, in each case, the authority conferred by this resolution shall expire 18 months from the passing of this resolution, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the directors may allot equity securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.
The Board of Directors unanimously recommends that shareholders vote FOR the renewal of the Board’s authority toopt-out of statutorypre-emption rights under Irish lawlaw.
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| Presentation of Irish Statutory Financial Statements |
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Other Matters
Presentation of Irish Statutory Financial Statements The Company’s Irish Statutory Financial Statements for the fiscal year ended December 31, 2017,2023, including the reports of the directors and auditor thereon, will be presentedconsidered at the AGM. Since we are an Irish company, we are required to prepare Irish statutory financial statements under applicable Irish company law and to deliver those accounts to shareholders of record in connection with our AGM. There is no requirement under Irish law that such statements be approved by shareholders, and no such approval will be sought at the AGM. We will mail without charge, upon written request, a copy of the Irish Statutory Financial Statements to beneficial owners of our shares and shareholders of record. Requests should be sent to: Perrigo Company plc, Attention: Todd W. Kingma,Kyle L. Hanson, Company Secretary, TreasurySharp Building, Lower Grand Canal Street,Hogan Place, Dublin 2, D02 TY74, Ireland, orGeneralMeeting@perrigo.com. at GeneralMeeting@perrigo.com. The Company’s Irish Statutory Financial Statements are also available on our website at www.perrigo.com.www.Perrigo.com.
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| Annual Report on Form 10-K |
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Annual Report on Form10-K A copy of our Annual Report on Form10-K for the fiscal year ended December 31, 2017,2023, including financial statement schedules, is on file with the Securities and Exchange Commission and delivered with this proxy statement. If you would like a copy of the exhibits to the Form10-K, please contact Todd W. Kingma,Kyle L. Hanson, Company Secretary, Perrigo Company plc, TreasurySharp Building, Lower Grand Canal Street,Hogan Place, Dublin 2, D02 TY74, Ireland, or atGeneralMeeting@perrigo.com. GeneralMeeting@perrigo.com.
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| Questions and Answers and Voting Information |
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Questions and Answers and Voting Information 1.Who may vote and how many votes do I have? Shareholders owning Perrigo’s ordinary shares at the close of business on March 4, 2024, the record date, or their proxy holders, may vote their shares at the AGM. On that date, there were 135,515,939 Perrigo ordinary shares outstanding. Each ordinary share held as of the record date is entitled to one vote on each matter properly brought before the AGM. 2.What is the difference between holding shares as a shareholder of record and as a beneficial owner? Shareholder of Record: If your ordinary shares are registered directly in your name with Perrigo’s Transfer Agent, Computershare, you are considered, with respect to those shares, the “shareholder of record.” Beneficial Owner: If your shares are held in a brokerage account or by another nominee, you are considered to be the beneficial owner of shares held in “street name.” If you are a beneficial shareholder, these proxy materials, together with a voting instruction card, are being forwarded to you by your broker, bank or other nominee. As the beneficial owner of the shares, you have the right to direct your broker, bank or other nominee how to vote. 1. | Who may vote and how many votes do I have? |
While you should follow the specific voting instructions given by your bank, broker or other nominee; here is a summary of the common voting methods: | Shareholders owning Perrigo’s ordinary shares at the close of business on March 6, 2018, the record date, or their proxy holders, may vote their shares at the AGM. On that date, there were 140,874,854 Perrigo ordinary shares outstanding. |
If you own ordinary shares as a shareholder of record, you may vote your shares in any of the following ways: | Each ordinary share held as of the record date is entitled to one vote on each matter properly brought before the AGM. |
•mailing your completed and signed proxy card in the enclosed return envelope by following the instructions set forth in the enclosed proxy card; •voting over the Internet as instructed on the enclosed proxy card or by telephone by following the recorded instructions; or •attending the AGM and voting in person. If you vote by Internet or by telephone, your electronic vote authorizes the named proxies in the same manner as if you signed, dated and returned a proxy card by mail. 2. | What is the difference between holding shares as a shareholder of record and as a beneficial owner? |
| Shareholder of Record:If your ordinary shares are registered directly in your name with Perrigo’s Transfer Agent, Computershare, you are considered, with respect to those shares, the “shareholder of record.” |
| Beneficial Owner:If your shares are held in a brokerage account or by another nominee (including through a Tel Aviv Stock Exchange (“TASE”) Clearing House member), you are considered to be the beneficial owner of shares held in “street name,” and these proxy materials, together with a voting instruction card, are being forwarded to you by your broker, bank or other nominee. As the beneficial owner of the shares, you have the right to direct your broker, bank or other nominee how to vote, and you are also invited to attend, but not vote at, the AGM. If you are a beneficial owner, you may not vote your shares in person at the AGM unless you obtain a legal proxy giving you the right to vote those shares at the AGM from the broker, bank or other nominee holding your shares in street name, or if you are a beneficial owner of shares traded through the TASE, unless you obtain a certificate of ownership from the Tel Aviv Stock Exchange Clearing House Ltd. (the “TASE Clearing House”) member through which your shares are registered. If your shares are held in this way, your broker, bank or other nominee should have enclosed or provided voting instructions for you to use in directing the broker, bank or other nominee how to vote your shares. |
| While you should follow the specific voting instructions given by your bank, broker or other nominee; here is a summary of the common voting methods: |
| If you own ordinary shares as a shareholder of record, you may vote your shares in any of the following ways: |
| · | | mailing your completed and signed proxy card in the enclosed return envelope by following the instructions set forth in the enclosed proxy card; |
| · | | voting by telephone by following the recorded instructions or over the Internet as instructed on the enclosed proxy card; or |
| · | | attending the AGM and voting in person. |
If you hold your shares in street name, (other than throughyou will need to obtain a TASE Clearing House member): | · | | You will need to obtain a legal proxy from your bank, broker or nominee in order for you to vote in person at the AGM and submit the legal proxy along with your ballot at the AGM. In
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| legal proxy from your bank, broker or nominee in order for you to vote in person at the AGM and submit the legal proxy along with your ballot at the AGM. In addition, you may request paper copies of the Proxy Statement from your broker, bank or nominee by following the instructions on the Internet Notice of Availability provided by your broker, bank or nominee. |
If you own shares that are traded through the TASE,you may vote your shares in onerequest paper copies of the Proxy Statement from your broker, bank or nominee by following two ways:the instructions on the Internet Notice of Availability provided by your broker, bank or nominee.
Other than as set out in this Proxy Statement, the Board knows of no other matter to be presented at the AGM. If any other business properly comes before the AGM, such business will be decided on a poll conducted at the AGM. | · | | By mail: complete, sign and date the proxy card and attach to it an ownership certificate from the TASE Clearing House member through which your shares are registered (i.e., your broker, bank or other nominee) indicating that you were the beneficial owner of the shares onMarch 6, 2018, the record date for voting, and return the proxy card along with the ownership certificate, to our designated address for that purpose in Israel, P.O. Box 7100, Tel Aviv, 6107002,Israel. The proxy card and ownership certificate must be received no later than April 30, 2018 , to be included in the tally of shares voted at the AGM. If the TASE member holding your shares is not a TASE Clearing House member, please make sure to include an ownership certificate from the TASE Clearing House member in which name your shares are registered. |
4.If I voted by proxy, can I still attend and vote at the AGM? | · | | In person: attend the AGM, where ballots will be provided. If you choose to vote in person at the AGM, you need to bring an ownership certificate from the TASE Clearing House member through which your shares are registered (i.e., your broker, bank or other nominee) indicating that you were the beneficial owner of the shares on March 6, 2018, the record date for voting. If the TASE member holding your shares is not a TASE Clearing House member, please make sure to include an ownership certificate from the TASE Clearing House member in which name your shares are registered. |
4. | If I voted by proxy, can I still attend and vote at the AGM? |
Yes. Even if you have voted by proxy, you may still attend and vote at the AGM. Please note, however, that if you are a beneficial owner whose shares are held in street name, you are not the shareholder of record. In that event, if you wish to attend and vote at the AGM, you must obtain a proxy issued in your name from that holder of record giving you the right to vote your shares at the AGM, or if you are a beneficial owner of shares traded through the TASE, you must obtain a certificate of ownership from the TASE Clearing House member through which your shares are registered.AGM.
| 5. | |
| May I change my vote after I have mailed my signed proxy card or voted by telephone or over the Internet?
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| PERRIGO• 2024 PROXY STATEMENT |
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Questions and Answers and Voting Information
5.May I change my vote after I have mailed my signed proxy card or voted by telephone or over the Internet? Yes, if you own ordinary shares as a shareholder of record, you may change your vote at any time before your proxy is voted at the AGM in one of four ways: •timely deliver a valid later-dated proxy by mail by following the instructions set forth in the enclosed proxy card; •timely deliver written notice that you have revoked your proxy to the Company Secretary at the following address: | · | | timely deliver a valid later-dated proxy by mail by following the instructions set forth in the enclosed proxy card; |
| · | | timely deliver written notice that you have revoked your proxy to the Company Secretary at the following address: |
Perrigo Company plc, TreasurySharp Building,
Lower Grand Canal Street,Hogan Place,
Dublin 2, D02 TY74, Ireland Attn: Company Secretary;Secretary •timely submit revised voting instructions by telephone or over the Internet by following the instructions set forth on the proxy card; or •attend the AGM and vote in person. Simply attending the AGM, however, will not revoke your proxy or change your voting instructions; you must vote by ballot at the AGM to change your vote. | · | | timely submit revised voting instructions by telephone or over the Internet by following the instructions set forth on the proxy card; or |
| · | | attend the AGM and vote in person. Simply attending the AGM, however, will not revoke your proxy or change your voting instructions; you must vote by ballot at the AGM to change your vote. |
If you are a beneficial owner of shares held in street name or otherwise (including through a TASE Clearing House member) and you have instructed your bank, broker or other nominee to vote your shares, you may revoke your proxy at any time, before it is exercised, by: •following the requirements of your bank, broker or nominee through which your shares are registered; or •voting in person at the AGM by obtaining a legal proxy from your bank, broker or nominee and submitting the legal proxy with your ballot. 6.How does discretionary voting authority apply? | · | | following the requirements of your bank, broker or nominee or, if your shares are traded through the TASE, the TASE Clearing House member through which your shares are registered; or |
| · | | voting in person at the AGM by obtaining a legal proxy from your bank, broker or nominee and submitting the legal proxy with your ballot (if your shares are traded through the NYSE) or by obtaining a certificate of ownership from the TASE Clearing House member through which your shares are registered and submitting the certificate of ownership along with your ballot (if your shares are traded through the TASE). |
6. | How does discretionary voting authority apply? |
If you sign, date and return your proxy card or vote by telephone or Internet, your vote will be cast as you direct. If you do not indicate how you want to vote, you give authority to Ron WinowieckiKyle L. Hanson and Todd KingmaEduardo Bezerra to vote on the items discussed in these proxy materials and on any other matter that is properly raised at the AGM. In that event, your proxy will be voted consistent with the Board’s voting recommendations and FOR or AGAINST any other properly raised matters at the discretion of Ron WinowieckiKyle L. Hanson and Todd Kingma.Eduardo Bezerra. 7.What constitutes a quorum? 7. | What constitutes a quorum? |
According to our Memorandum and Articles of Association, one or more persons present at the presence ofmeeting in person and holding or representing by proxy more than 50% of the total issued shares constitutes a quorum. You will be considered part of the quorum if you return a signed and dated proxy card, vote by telephone or Internet, or attend the AGM in person. Abstentions and brokernon-votes are counted as “shares present” at the AGM for purposes of determining whether a quorum is present at the meeting. 8.What are broker non-votes? 8. | What are brokernon-votes? |
A brokernon-vote occurs when the broker, bank or other holder of record that holds your shares in street name is not entitled to vote on a matter without instruction from you and you do not give any instruction. Unless instructed otherwise by you, brokers, banks and other street name holders will not have discretionary authority to vote on any matter at the AGM other than ProposalProposals 2, 4 and 5 and will be considered “brokernon-votes” having no effect on the relevant resolution. 9.What is the required vote? 9. | What is the required vote? |
To pass an ordinary resolution, a simple majority of the votes cast in person or by proxy must be in favor of the resolution, while 75% of the votes cast is required for a special resolution to pass. The election of each person nominated to serve as a director in Proposal 1 and Proposals 2 through 41-4 are ordinary resolutions requiring a simple majority of votes cast. Proposal 5 is a special resolution requiring 75% of votes cast to pass. Abstentions and brokernon-votes will have no impact on the outcome of any proposal.
| 10. | |
| How do I submit a shareholder proposal or director nomination for the next AGM?
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Questions and Answers and Voting Information
10.How do I submit a shareholder proposal or director nomination for the next AGM? If you want to submit a proposal for inclusion in our proxy statement for the 20192025 AGM or nominate an individual for election as a director at the 20192025 AGM, you should carefully review the relevant provisions of the Company’s Memorandum and Articles of Association. You must submit your proposal no later than November 10, 2018.Your22, 2024. Your nomination or proposal must be in writing and must comply with the proxy rules of the Securities and Exchange Commission (the “SEC”(“SEC”) and the Memorandum and Articles of Association of the Company. If you want to submit a nomination or proposal to be raised at the 20192025 AGM but not included in the proxy statement, we must receive your written proposal on or after February 3, 2019,1, 2025, but on or before February 23, 2019.21, 2025. If you submit your proposal after the deadline, then SEC rules permit the individuals named in the proxies solicited by Perrigo’s Board of Directors for that meeting to vote on that proposal at their discretion, but they are not required to do so. To properly bring a proposal (other than the nomination of a director) before an annual general meeting, the advance notice provisions of our Articles of Association require that your notice of the proposal must include in summary: (1) your name and address and the name and address of the beneficial owner of the shares, if any; (2) the number of Perrigo ordinary shares owned beneficially and of record by you and any beneficial owner as of the date of the notice (which information must be supplemented as of the record date); (3) a description of certain agreements, arrangements or understandings that you or any beneficial owner have entered into with respect to the shares (which information must be supplemented as of the record date) or the business proposed to be brought before the meeting; (4) a representation that you or any beneficial owner are the holder of shares entitled to vote at the meeting and intend to appear at the meeting to propose such business; (5) a representation whether you or any beneficial owner are a part of a group that intends to deliver a proxy statement or otherwise solicit proxies on the proposal; (6) any other information regarding you or any beneficial owner that would be required under the SEC’s proxy rules and regulations; and (7) a brief description of the business you propose to be brought before the meeting, the reasons for conducting that business at the meeting, and any material interest that you or any beneficial owner has in that business. You should send any proposal to our Company Secretary at Perrigo Company plc, TreasurySharp Building, Lower Grand Canal Street,Hogan Place, Dublin 2, D02 TY74, Ireland. With respect to director nominations, the advance notice provisions of our Articles of Association require that your notice of nomination must include: (1) your name and address and the name and address of the beneficial owner of the shares, if any; (2) the number of Perrigo ordinary shares owned beneficially and of record by you and any beneficial owner as of the date of the notice (which information must be supplemented as of the record date); (3) a description of certain agreements, arrangements or understandings that you or any beneficial owner have entered into with respect to the shares (which information must be supplemented as of the record date); (4) a representation that you or any beneficial owner are the holder of shares entitled to vote at the meeting and intend to appear at the meeting to propose such business; (5) a representation whether you or any beneficial owner are a part of a group that intends to deliver a proxy statement or otherwise solicit proxies on the proposal; (6) the name, age and home and business addresses of the nominee; (7) the principal occupation or employment of the nominee; (8) the number of Perrigo ordinary shares that the nominee beneficially owns; (9) a statement that the nominee is willing to be nominated and serve as a director; (10) an undertaking to provide any other information required to determine the eligibility of the nominee to serve as an independent director or that could be material to shareholders’ understanding of his or her independence; and (11) any other information regarding you, any beneficial owner or the nominee that would be required under the SEC’s proxy rules and regulations had our Board of Directors nominated the individual. You should send your proposed nomination to our Company Secretary at Perrigo Company plc, TreasurySharp Building, Lower Grand Canal Street,Hogan Place, Dublin 2, D02 TY74, Ireland. In addition to satisfying the foregoing requirements under our Articles of Association, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information and representations required by Rule 14a-19 under the Exchange Act. 11. | How do I use proxy access to nominate a director candidate for the next AGM? |
11.How do I use proxy access to nominate a director candidate for the next AGM? Any stockholdershareholder or group of up to 20 stockholdersshareholders meeting our continuous ownership requirement of 3% or more of our ordinary shares for at least 3 years who wishes to nominate a candidate or candidates for election in connection with our 20192025 AGM and require us to include such nominees in our proxy statement and form of proxy must submit their nomination and request so it is received by us on or after October 24, 2018,23, 2024, but on or before November 23, 2018.22, 2024. The number of candidates that may be so nominated is limited to the greater of two or the largest whole
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Questions and Answers and Voting Information
number that does not exceed 20% of the Board. Loaned shares recallable on five U.S. business days’ notice count as owned for purposes of meeting the continuous ownership requirement, but each stockholdershareholder in the requesting group must have full voting and investment rights as well as economic interest in their shares at the time of nomination, record date and meeting date. Two or more investment funds that are under common management and investment control will count as one stockholdershareholder for purposes of determining the size of the group. All proxy access nominations must meet the requirements of the Company’s Memorandum and Articles of Association. You should send your nomination and request to our Company Secretary at Perrigo Company plc, TreasurySharp Building, Lower Grand Canal Street,Hogan Place, Dublin 2, D02 TY74, Ireland. 12.What are the Irish Statutory Financial Statements? 12. | What are the Irish Statutory Financial Statements? |
The Irish Statutory Financial Statements are the financial statements required to be prepared in accordance with the Irish Companies Act 2014 and cover the results of operations and financial position of the Company for the fiscal year ended December 31, 2017. We are presenting our2023. Our Irish statutory financial statements, including the reports of the auditor and the directors thereon, will be considered at the AGM and we are mailing those accounts to shareholders of record. Since we are an Irish company, we are required to prepare Irish statutory financial statements under applicable Irish company law and deliver those accounts to shareholders of record in connection with our AGM. However, as shareholder approval of those financial statements is not required, it will not be sought at the AGM. We will mail without charge, upon written request, a copy of the Irish statutory financial statements to beneficial owners and shareholders of record of our shares. Requests should be sent to: Perrigo Company plc, Attention: Company Secretary, TreasurySharp Building, Lower Grand Canal Street,Hogan Place, Dublin 2, D02 TY74, Ireland or by email atGeneralMeeting@perrigo.com. GeneralMeeting@perrigo.com. 13.What does it mean if I receive more than one proxy card? 13. | What does it mean if I receive more than one proxy card? |
Your shares are likely registered differently or are in more than one account. You should complete and return each proxy card you receive to guarantee that all of your shares are voted. 14.Who pays to prepare, mail and solicit the proxies? 14. | Who pays to prepare, mail and solicit the proxies? |
Perrigo pays all of the costs of preparing and mailing the proxy statement and soliciting the proxies. We do not compensate our directors, officers and employees for mailing proxy materials or soliciting proxies in person, by telephone or otherwise. 15.Can I access these proxy materials on the Internet? 15. | Can I access these proxy materials on the Internet? |
Yes. TheOur Proxy Statement, and our Annual Report on Form10-K, Irish Statutory Financial Statements and a link to the means to vote by Internet are available athttp://www.viewproxy.com/perrigo/2018 www.proxydocs.com/PRGO.
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Exhibit A EXHIBIT A
The Company providesnon-GAAP financial measures as additional information that it believes is useful to investors and analysts in evaluating the performance of the Company’s ongoing operating trends, facilitating comparability between periods and companies in similar industries and assessing the Company’s prospects for future performance. Thesenon-GAAP financial measures exclude items, such as impairment charges, restructuring charges, and acquisition and integration-related charges, that by their nature affect comparability of operational performance or that we believe obscure underlying business operational trends. Thenon-GAAP measures the Company provides are consistent with how management analyzes and assesses the operating performance of the Company and disclosing them provides investor insight into management’s view of the business. Management uses these adjusted financial measures for planning and forecasting in future periods and evaluating segment and overall operating performance. In addition, management uses certain of the profit measures as factors in determining compensation.
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| PERRIGO• 2024 PROXY STATEMENT |
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Exhibit A
TABLE I PERRIGO COMPANY PLC RECONCILIATION OFNON-GAAP MEASURES Table ISELECTED CONSOLIDATED INFORMATION
(in millions, except per share amounts) (unaudited)
| | | | | | | | | | | | | | | | Twelve Months Ended December 31,
2017 | | | | | Operating
Income | | | Net
Income | | | Diluted Earnings
per Share | | Consolidated | | | | | | | | | | | | | Reported | | $ | 598.2 | | | $ | 119.6 | | | $ | 0.84 | | As a % of reported net sales | | | 12.1 | % | | | 2.4 | % | | | | | Adjustments: | | | | | | | | | | | | | Amortization expense related primarily to acquired intangible assets | | $ | 355.5 | | | $ | 355.5 | | | $ | 2.49 | | Acquisition charges and contingent consideration adjustments | | | (18.9 | ) | | | (18.9 | ) | | | (0.13 | ) | Restructuring charges | | | 61.0 | | | | 61.0 | | | | 0.43 | | Gain/Loss on divestitures | | | (23.1 | ) | | | (24.8 | ) | | | (0.17 | ) | Milestone revenue related to royalty rights | | | - | | | | (10.0 | ) | | | (0.07 | ) | Operating results attributable toheld-for-sale businesses* | | | (1.8 | ) | | | (3.1 | ) | | | (0.02 | ) | Change in financial assets | | | - | | | | 24.9 | | | | 0.17 | | Unusual litigation | | | (9.0 | ) | | | (9.0 | ) | | | (0.06 | ) | Impairment charges | | | 47.5 | | | | 47.5 | | | | 0.33 | | Loss on early debt extinguishment | | | - | | | | 135.2 | | | | 0.95 | | Loss on hedges related to debt tender | | | - | | | | 5.9 | | | | 0.04 | | Non-GAAP tax adjustments** | | | - | | | | 18.9 | | | | 0.13 | | | | | | | Adjusted | | $ | 1,009.4 | | | $ | 702.7 | | | $ | 4.93 | | As a % of adjusted net sales | | | 20.5 | % | | | 14.3 | % | | | | | | | | | Reported diluted weighted average shares outstanding | | | | | | | | | | | 142.6 | |
| | | | | | | | | | |
|
| Twelve Months Ended December 31, 2023 | Consolidated Continuing Operations |
| Net Sales |
| Gross Profit |
| Operating
Income |
| Income (loss)
from
continuing
operations(1) |
| Diluted
Earnings (Loss) per
Share(1) | Reported |
| $4,655.6 |
| $1,680.4 |
| $151.9 |
| $(4.4) |
| $(0.03) | As a % of reported net sales |
|
|
| 36.1% |
| 3.3% |
| (0.1)% |
|
| Pre-tax adjustments: |
|
|
|
|
|
|
|
|
|
| Amortization expense related primarily to acquired intangible assets |
|
|
| 127.9 |
| 269.9 |
| 272.0 |
| 2.00 | Impairment charges(2) | | | | — | | 90.0 | | 90.0 | | 0.66 | Restructuring charges and other termination benefits | | | | 0.4 | | 40.2 | | 40.2 | | 0.29 | Unusual litigation |
|
|
| — |
| 11.9 |
| 11.9 |
| 0.09 | Acquisition and integration-related charges and contingent consideration adjustments | | | | — | | 8.8 | | 8.8 | | 0.06 | Gain on early debt extinguishment |
|
|
| — |
| — |
| (3.1) |
| (0.02) | Gain on divestitures and investment securities | | | | — | | (4.6) | | (4.4) | | (0.03) | Milestone payments received related to royalty rights |
|
|
| — |
| — |
| (10.0) |
| (0.07) | Other adjustments | | | | — | | 6.3 | | 6.4 | | 0.05 | Non-GAAP tax adjustments(3) |
|
|
| — |
| — |
| (55.3) |
| (0.41) | Adjusted |
|
|
| $1,808.5 |
| $574.3 |
| $352.0 |
| $2.58 | As a % of reported net sales |
|
|
| 38.8% |
| 12.3% |
| 7.6% |
|
| PSU adjustments: Currency(4) |
| (3.5) |
|
|
| (0.5) |
|
|
|
| PSU Net Sales and Operating Income | | $4,652.1 |
|
|
| $573.8 |
|
|
|
| AIP adjustments: Acquisitions and divestitures(4) | | 8.0 |
|
|
| (0.1) |
|
|
|
| AIP Net Sales and Operating Income | | $4,660.1 |
|
|
| $573.7 |
|
|
|
|
| Diluted weighted average shares outstanding (in millions) | Reported |
|
|
|
|
|
|
| 135.3 |
|
| Effect of dilution as reported amount was a loss, while adjusted amount was income(5) |
| 1.4 |
|
| Adjusted | | | | | | | | 136.7 | | |
*Held-for-sale businesses primarily includes
Note: amounts may not add or recalculate due to rounding. Percentages are based on actuals.
(1)Individual pre-tax line item adjustments have not been tax effected, as tax expense on these items are aggregated in the India“Non-GAAP tax adjustments” line item. (2)During the three months ended December, 31, 2023, we determined goodwill related to our Rare Diseases reporting unit was impaired by $90.0 million and Israel API businesses.**The non-GAAPrecorded the charge within our CSCI segment.
(3)Non-GAAP tax adjustments includefor the following: (1) $2.8twelve months ended December 31, 2023 are primarily due to $61.6 million of tax effectexpense related to pre-tax non-GAAP adjustments, plus the removal of (1) $11.4 million of tax expense related to audit settlements and other discrete items; (2) $97.2$2.1 million net impactof tax expense related to valuation allowances on deferred tax assets commensurate with non-GAAP pre-tax measures;allowance and (3) $(78.0)$7.2 million of tax effects of pretax non-GAAP adjustments, including the sale of assets, that are calculated based upon the specific rate of the applicable jurisdiction of the pretax item; and (4) $(3.1) million of tax adjustmentsbenefit related to tax reform.law changes. (4)Adjustments primarily to remove the impact of currency fluctuations and acquisitions and divestitures not included in Perrigo’s original compensation plans for 2023. (5)In the period of a net loss, diluted shares outstanding equal basic shares outstanding.
| | | | | YTD Consolidated adjusted net sales excluding Belgium distribution net sales, Entocort®net sales, and API net sales | | | | | YTD 2017 consolidated adjusted net sales | | $ | 4,925.5 | | YTD 2016 consolidated adjusted net sales | | $ | 5,167.8 | | Less: Belgium distribution net sales | | | (200.3 | ) | Less: Entocort®net sales | | | (67.2 | ) | Less: API net sales | | | (41.2 | ) | | | | | | YTD 2016 consolidated adjusted net sales excluding Belgium distribution net sales, Entocort®net sales and API net sales | | $ | 4,859.1 | | Total change | | | 1.3 | % |
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| PERRIGO• 2024 PROXY STATEMENT |
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TABLE I (CONTINUED) PERRIGO COMPANY PLC RECONCILIATION OFNON-GAAP MEASURES Table I (continued)SELECTED CONSOLIDATED INFORMATION
(in millions, except per share amounts) (unaudited)
| | | | Twelve Months Ended | |
| Twelve Months Ended December 31, 2022 | | | | December 31,
2017 | | | | | | December 31,
2016 | | | | | Operating
Income | | | | | | Operating
Income (Loss) | | Consumer Healthcare International | | | | | | | Consolidated Continuing Operations | |
| Net Sales |
| Gross Profit |
| Operating
Income |
| Income
(Loss) from
continuing
operations(1) |
| Diluted Earnings
(Loss)(1) | Reported | | $ | 12.5 | | | | | $ | (2,087.4 | ) |
| $4,451.6 |
| $1,455.4 |
| $78.9 |
| $(130.9) |
| $(0.97) | As a % of reported net sales | | | 0.8 | % | | | | | (126.3 | )% |
| 32.7% |
| 1.8% |
| (2.9)% |
| Adjustments: | | | | | | | Pre-tax adjustments: | |
| Amortization expense primarily related to acquired intangible assets | | $ | 199.2 | | | | | $ | 184.2 | |
| 125.7 |
| 254.0 |
| 256.2 |
| 1.89 | Acquisition and integration-related charges and contingent consideration adjustments | |
| 32.3 |
| 106.7 |
| 164.4 |
| 1.21 | Restructuring charges and other termination benefits | | | — | | 43.8 | | 43.8 | | 0.32 | Loss on early debt extinguishment | | | — | | — | | 8.9 | | 0.07 | Unusual litigation | | | (8.8 | ) | | | | | 8.2 | | | — | | 8.1 | | 8.1 | | 0.06 | Impairment charges | | | 4.8 | | | | | | 2,042.4 | | | — | | 4.6 | | 4.6 | | 0.04 | Restructuring charges | | | 17.1 | | | | | | 20.9 | | Operating results attributable toheld-for-sale business* | | | 0.5 | | | | | | 18.0 | | Acquisition charges and contingent consideration adjustments | | | (1.5 | ) | | | | | 1.9 | | (Gain) loss on divestitures and investment securities | |
| — |
| (3.8) |
| (2.2) |
| (0.02) | Non-GAAP tax adjustments(2) | |
| — |
| — |
| (72.0) |
| (0.53) | Adjusted | |
| $1,613.4 |
| $492.3 |
| $280.9 |
| $2.07 | As a % of reported net sales | |
| 36.2% |
| 11.1% |
| 6.3% |
| | | | | | | | | |
| Diluted weighted average shares outstanding (in millions) | | Diluted weighted average shares outstanding (in millions) | Reported | |
| 134.5 |
| Effect of dilution as reported amount was a loss, while adjusted amount was income(3) | | Effect of dilution as reported amount was a loss, while adjusted amount was income(3) |
| 1.3 |
|
| Adjusted | | $ | 223.8 | | | | | $ | 188.2 | |
| |
| |
| |
| 135.8 |
| | As a % of reported net sales (2017) / As a % of adjusted net sales (2016) | | | 15.0 | % | | | | | 11.4 | % |
*Held-for-sale business includes
Note: amounts may not add or recalculate due to rounding. Percentages are based on actuals. (1)Individual pre-tax line item adjustments have not been tax effected, as tax expense on these items are aggregated in the European sports brand.“Non-GAAP tax adjustments” line item. (2)The non-GAAP tax adjustments are primarily due to $66.2 million of tax expense related to pre-tax non-GAAP adjustments, and the removal of (1) $7.4 million tax benefit on dispositions of entities, (2) $11.5 million tax benefit on release of reserves related to Base Erosion and Anti-Abuse Tax (BEAT), offset by (3) $6.0 million tax expense for non-recurring legal entity restructuring and (4) $6.8 million tax expense impact of law changes, mainly in Belgium. (3)In the period of a net loss, reported diluted shares outstanding equal basic shares outstanding.
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| PERRIGO• 2024 PROXY STATEMENT |
| 85 |
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| | | | | | | | | | | | | | | | Twelve Months Ended | | | | | December 31,
2017 | | | | | | December 31,
2016 | | | | | Operating
Income | | | | | | Operating
Income | | Consumer Healthcare Americas | | | | | | | | | | | | | Reported | | $ | 445.0 | | | | | | | $ | 399.8 | | As a % of reported net sales | | | 18.3 | % | | | | | | | 15.9 | % | Adjustments: | | | | | | | | | | | | | Amortization expense primarily related to acquired intangible assets | | $ | 68.0 | | | | | | | $ | 71.0 | | Unusual litigation | | | (10.2 | ) | | | | | | | 10.2 | | Impairment charges | | | 4.5 | | | | | | | | 37.0 | | Operating results attributable toheld-for-sale business* | | | - | | | | | | | | (5.7 | ) | Restructuring charges | | | 27.4 | | | | | | | | 5.6 | | Acquisition charges and contingent consideration adjustments | | | (2.4 | ) | | | | | | | 6.3 | | | | | | | | | | | | | | | Adjusted | | $ | 532.3 | | | | | | | $ | 524.2 | | As a % of reported net sales (2017) / As a % of adjusted net sales (2016) | | | 21.9 | % | | | | | | | 21.9 | % |
*Held-for-sale business includes the U.S. VMS business.
Exhibit A
TABLE II PERRIGO COMPANY PLC RECONCILIATION OFNON-GAAP MEASURES Table I (continued)SELECTED CONSOLIDATED INFORMATION
(in millions) (unaudited)
| | | | | |
| Twelve Months Ended |
|
|
| December 31,
2023 |
| December 31,
2022 |
| Total Change | Net Sales |
|
|
|
|
| Consolidated Continuing Operations | $4,655.6 |
| $4,451.6 |
| 4.6% | Less: Currency impact(1) | 3.5 |
| — |
| (0.1)% | Less: Divestitures(2) | — |
| 19.3 |
| 0.4% | Less: Exited product lines(4) | 9.7 | | 59.6 | | 1.2% | Less: Acquisitions(3) | 195.9 |
| — |
| (4.4)% | Organic Consolidated Continuing Operations net sales | $4,446.5 |
| $4,372.7 |
| 1.7% |
Note: amounts may not add or recalculate due to rounding. Percentages are based on actuals.
(1)Currency impact is calculated using the exchange rates used to translate our financial statements in the comparable prior year period to show what current period US dollar results would have been if such currency exchange rates had not changed. (2)Represents divestiture of Latin American businesses and ScarAway®. (3)Represents acquisition of HRA Pharma in CSCA and CSCI, Nestlé‘s Gateway Infant Formula Plant and Good Start® infant formula brand in CSCA. (4)Exited product lines represents strategic actions taken across multiple product categories as part of our Supply Chain Reinvention Program, primarily driven by Nutritional drinks within the Nutrition category.
| | Consolidated Continuing Operations | December 31,
2023 | Net cash from operating activities | $405.5 | Adjusted Income from continuing operations | $352.0 | Cash conversion | 115.2% |
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| PERRIGO• 2024 PROXY STATEMENT |
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TABLE III PERRIGO COMPANY PLC RECONCILIATION OF NON-GAAP MEASURES SELECTED CONSOLIDATED INFORMATION (in millions, except per share amounts) (unaudited) | | | | | | | | | | | | Twelve Months Ended | | | | | December 31,
2017 | | | December 31,
2016 | | | | | Operating
Income | | | Operating
Income (Loss) | | Prescription Pharmaceuticals | | | | | | | | | Reported | | $ | 307.6 | | | $ | (0.2 | ) | As a % of reported net sales | | | 31.7 | % | | | - | % | Adjustments: | | | | | | | | | Amortization expense primarily related to acquired intangible assets | | $ | 86.7 | | | $ | 106.7 | | Unusual litigation | | | 10.0 | | | | - | | Gain on divestitures | | | (23.3 | ) | | | - | | Restructuring charges | | | 5.8 | | | | 2.1 | | Impairment charges | | | 34.9 | | | | 342.4 | | Acquisition charges and contingent consideration adjustments | | | (15.0 | ) | | | 5.9 | | | | | | | Adjusted | | $ | 406.7 | | | $ | 456.9 | | As a % of reported net sales | | | 41.9 | % | | | 43.8 | % |
| | | | | | | | Twelve Months Ended | | | | | December 31, 2017 | | Operating cash flow | | $ | 698.9 | | Less: Tax payment | | | 74.2 | | Less: Restructuring payments | | | 59.6 | | | | | | | | | $ | 832.7 | | | | Adjusted net income | | $ | 702.7 | | Cash conversion ratio | | | 119 | % |
| | | | | | | |
| Twelve Months Ended |
|
|
|
|
| December 31,
2023 |
| December 31,
2022 |
| Total Change | Consolidated Continuing Operations |
|
|
|
|
|
|
| Adjusted gross profit | $1,808.5 |
| $1,613.4 |
| $195.1 |
| 12.1% | Adjusted gross margin | 38.8% |
| 36.2% |
|
|
| 260 bps | Adjusted operating income | $574.3 |
| $492.3 |
| $82.0 |
| 16.7% | Adjusted operating margin | 12.3% |
| 11.1% |
|
|
| 120 bps | Adjusted EPS | $2.58 |
| $2.07 |
| $0.51 |
| 24.6% |
Note: amounts may not add or recalculate due to rounding. Percentages are based on actuals.
(1)Currency impact is calculated using the exchange rates used to translate our financial statements in the comparable prior year period to show what current period US dollar results would have been if such currency exchange rates had not changed.
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| PERRIGO• 2024 PROXY STATEMENT |
| 87 |
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Exhibit A 
TABLE IV
PROXY PERRIGO COMPANY PLC THIS PROXY IS SOLICITED ON BEHALF
RECONCILIATION OF THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS ON MAY 4, 2018. The undersigned, revoking any proxyNON-GAAP MEASURES SELECTED SEGMENT INFORMATION (in millions) (unaudited)
| | | | | | | |
| Twelve Months Ended |
| December 31, 2023 |
| December 31, 2022 | Consumer Self-Care International | Net Sales |
| Operating
Income (Loss) |
| Net Sales |
| Operating
Income (Loss) | Reported | $1,693.3 |
| $(35.2) |
| $1,525.7 |
| $(30.0) | Pre-tax adjustments: |
|
|
|
|
|
|
| Amortization expense primarily related to acquired intangible assets |
|
| 212.1 |
|
|
| 198.4 | Restructuring charges and other termination benefits |
|
| 21.4 |
|
|
| 29.5 | Acquisition and integration-related charges and contingent consideration adjustments |
|
| 1.5 |
|
|
| 24.7 | Gain on divestitures and investment securities | | | (4.7) | | | | | Impairment charges(3) |
|
| 90.0 |
|
|
| — | Adjusted | |
| $285.1 |
| |
| $222.6 | As a % of reported net sales | | | 16.8% | | | | 14.6% | PSU adjustments: Currency(1) | (4.9) | | (0.6) | | | | | PSU Net Sales and Operating Income | $1,688.4 | | 284.50 | | | | | AIP adjustments: Acquisitions and divestitures(1) | 9.3 | | 0.2 | | | | | AIP Net Sales and Operating Income | $1,697.7 | | $284.7 |
|
|
|
|
| | | | | | | |
| Twelve Months Ended |
| December 31, 2023 |
| December 31, 2022 | Consumer Self-Care Americas | Net Sales |
| Operating
Income |
| Net Sales |
| Operating
Income | Reported | $2,962.3 |
| $389.6 |
| $2,925.9 |
| $366.1 | Pre-tax adjustments: |
|
|
|
|
|
|
| Amortization expense primarily related to acquired intangible assets |
|
| 57.7 |
|
|
| 55.7 | Acquisition and integration-related charges and contingent consideration adjustments |
|
| 3.1 |
|
|
| 19.5 | Restructuring charges and other termination benefits |
|
| 12.7 |
|
|
| 2.9 | (Gain) loss on divestitures | | | — | | | | (3.8) | Other(2) | | | 1.2 | | | | — | Adjusted | |
| $464.4 |
| |
| $440.4 | As a % of reported net sales | |
| 15.7% |
| |
| 15.1% | PSU adjustments: Currency(1) | 1.4 |
| (0.3) |
| |
| | PSU Net Sales and Operating Income | $2,963.7 |
| $464.1 |
| |
| | AIP adjustments: Acquisitions and divestitures(1) | (1.3) | | 0.1 | | | | | AIP Net Sales and Operating Income | $2,962.4 | | $464.2 | | | | |
Note: amounts may not add or voting instructions previously given, appoints Ronald L. Winowieckirecalculate due to rounding. Percentages are based on actuals.
(1)Adjustments primarily to remove the impact of currency fluctuations and Todd W. Kingma,acquisitions and each of them, as attorneys and proxies with full power of substitution and authorizes them to represent and vote as indicated on the reverse side of this card, with all powers which the undersigned would possess if personally present, all the ordinary shares of Perrigo Company plc beneficially held by the undersigned on March 6, 2018 at the Annual General Meeting of Shareholders to be held on May 4, 2018 or any adjournment thereof. This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted “FOR” each director nominee named in Proposal 1, and “FOR” Proposals 2 through 5. IMPORTANT - THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. Please sign and date this proxy card and return it promptly, together with an Ownership Certificate from the TASE Clearing House member through which your shares are registered, to Perrigo Company plc, P.O. Box 7100, Tel Aviv, Israel 6107002 so your shares may be represented at the Meeting. The proxy card and Ownership Certificate must be received no later than April 30, 2018 to be validlydivestitures not included in Perrigo’s original compensation plans for 2023. (2)Other pre-tax adjustments include $1.2 million related to Infant Formula remediation costs. (3)During the tally of shares voted at the Meeting. The Proxy Materials are available for review at: http://www.viewproxy.com/perrigo/2018
1. Elect Directors to hold office until the 2019 Annual General Meeting of Shareholders: FOR AGAINST ABSTAIN 01 Bradley A. Alford 02 Laurie Brlas 03 Rolf A. Classon 04 Gary M. Cohen 05 Adriana Karaboutis 06 Jeffrey B. Kindler 07 Donal O’Connor 08 Geoffrey M. Parker 09 Uwe F. Roehrhoff 10 Theodore R. Samuels 11 Jeffrey C. Smith (Except nominee(s) written above.) 2. Ratify the appointment of Ernst & Young LLP FOR AGAINST ABSTAIN as our independent auditor for the period endingthree months ended December, 31, 2018,2023, we determined goodwill related to our Rare Diseases reporting unit was impaired by $90.0 million and authorizerecorded the Board of Directors, acting through the Audit Committee, to fix the remuneration of the auditor: 3. Advisory vote on the Company’s executive compensation: 4. Renew the Board’s authority to issue shares under Irish law: 5. Renew the Board’s authority toopt-out of statutorypre-emption rights under Irish law: 6. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. This section must be completed for your vote to be counted. Please date and sign below. Dated:, 2018. Signature Name (printed) Title Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such. PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. PROXY VOTING INSTRUCTIONS Votingcut-off is April 30, 2018 at 11:59 PM Eastern Daylight Time.charge within our CSCI segment.
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PROXY PERRIGO COMPANY PLC THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS ON MAY 4, 2018. The undersigned, revoking any proxy or voting instructions previously given, appoints Ronald L. Winowiecki and Todd W. Kingma, and each of them, as attorneys and proxies with full power of substitution and authorizes them to represent and vote as indicated on the reverse side of this card, with all powers which the undersigned would possess if personally present, all the ordinary shares of Perrigo Company plc held of record by the undersigned on March 6, 2018 at the Annual General Meeting of Shareholders to be held on May 4, 2018 or any adjournment thereof. This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted “FOR” each director nominee named in Proposal 1, and “FOR” Proposals 2 through 5. If you vote by Internet or telephone, please do not send your proxy by mail. IMPORTANT—THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE. PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to be held May 4, 2018. The Proxy Materials are available for review at: http://www.viewproxy.com/perrigo/2018
1. Elect Directors to hold office until the 2019 Annual General Meeting of Shareholders: FOR AGAINST ABSTAIN 01 Bradley A. Alford 02 Laurie Brlas 03 Rolf A. Classon 04 Gary M. Cohen 05 Adriana Karaboutis 06 Jeffrey B. Kindler 07 Donal O’Connor 08 Geoffrey M. Parker 09 Uwe F. Roehrhoff 10 Theodore R. Samuels 11 Jeffrey C. Smith (Except nominee(s) written above.) 2. Ratify the appointment of Ernst & Young FOR AGAINST ABSTAIN LLP as our independent auditor for the period ending December 31, 2018, and authorize the Board of Directors, acting through the Audit Committee, to fix the remuneration of the auditor: 3. Advisory vote on the Company’s executive compensation: 4. Renew the Board’s authority to issue shares under Irish law: 5. Renew the Board’s authority toopt-out of statutory pre-emption rights under Irish law: 6. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. This section must be completed for your vote to be counted. Please date and sign below. Dated: , 2018. Signature Name (printed) Title Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such. CONTROL NUMBER PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. CONTROL NUMBER PROXY VOTING INSTRUCTIONS Please have your 11 digit control number ready when voting by Internet or telephone A proxy submitted by a shareholder of record by mail must be received by May 3, 2018 at 10:00 AM Irish Standard Time. For participants in the Company’s 401K Plan, Internet and telephone voting is available through April 30, 2018 at 11:59 PM Eastern Daylight Time. For all other holders, Internet and telephone voting is available through May 2, 2018 at 11:59 PM Eastern Daylight Time. INTERNET Vote Your Proxy on the Internet: Go to www.AALvote.com/PRGO Have your proxy card available when you access the above -website. Follow the prompts to vote your shares. TELEPHONE MAIL Vote Your Proxy by Phone: Vote Your Proxy by Mail: Call 1 (866)804-9616 Use any touch-tone telephone to Mark, sign, and date your proxy vote your proxy. Have your proxy card, then detach it, and return card available when you call. it in the postage-paid envelope Follow the voting instructions to provided. vote your shares.
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