PERRIGO Co plc PRE 14A, filed Mar 10, 2022
PERRIGO Co plc (PRGO)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☒ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☐ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting Material under §240.14a-12 | |
PERRIGO COMPANY PLC
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ |
No fee required | |
| ☐ |
Fee paid previously with preliminary materials | |
| ☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | |
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NOTICE OF 2022 ANNUAL GENERAL MEETING
Friday, May 6, 2022
10:00 a.m. (Irish Time)
The 2022 Annual General Meeting (the “AGM”) of Shareholders of Perrigo Company plc (“the Company” or “Perrigo”) will be held on Friday, May 6, 2022 at 10:00 a.m. (Irish Time) at The Westin Dublin, College Green, Westmoreland Street, Dublin 2, Ireland, Guinea and Florin Room.
Meeting Agenda:
| 1. | To elect, by separate resolutions, ten director nominees to serve until the 2023 Annual General Meeting of Shareholders; |
| 2. | To ratify, in a non-binding advisory vote, the appointment of Ernst & Young LLP as the Company’s independent auditor, and authorize, in a binding vote, the Board of Directors, acting through the Audit Committee, to fix the remuneration of the auditor; |
| 3. | To provide advisory approval of the Company’s executive compensation; |
| 4. | To amend the Company’s Long-Term Incentive Plan; |
| 5. | To renew the Board’s authority to issue shares under Irish law; |
| 6. | To renew the Board’s authority to opt-out of statutory pre-emption rights under Irish law; and |
| 7. | To transact any other business that may properly come before the meeting. |
Proposals 1 – 5 are ordinary resolutions requiring the approval of a simple majority of the votes cast at the meeting. Proposal 6 is a special resolution requiring the approval of not less than 75% of the votes cast. All proposals are more fully described in this Proxy Statement.
In addition to the above proposals, the business of the AGM shall include the consideration of the Company’s Irish Statutory Financial Statements for the fiscal year ended December 31, 2021, along with the related directors’ and auditor’s reports and a review of the Company’s affairs.
ADMISSION TO THE ANNUAL GENERAL MEETING
The well-being of all attendees and participants at the AGM is a primary concern for the Company, and in this context, we will continue to monitor developments in relation to the COVID-19 pandemic. While all shareholders are invited to attend the AGM, the AGM will proceed subject to the guidance provided by the Irish Government and the Department of Health (of Ireland) or any other governmental agency in place at the time of the meeting and such other measures as the Board considers appropriate to address health and safety concerns. As a result, there may be restrictions on travel and/or gatherings that affect or prohibit travel to and in-person attendance at the AGM. Due to the ongoing risks posed by the COVID-19 pandemic, the members of our Board and senior management may not be physically present at our AGM in Ireland and may instead participate remotely. Furthermore, to promote the health and safety of attendees, we may impose additional procedures or limitations on meeting attendance based on applicable governmental requirements or recommendations or facility requirements. Such additional procedures or limitations may include, but are not limited to, limits on the number of attendees to promote social distancing and requiring the use of face masks.
Shareholders are also encouraged to keep up-to-date with, and follow, any guidance from the Government of Ireland and the Department of Health (of Ireland) (as appropriate) as circumstances may change on short
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notice. Should we determine that alternative arrangements may be advisable or required due to public health recommendations regarding COVID-19, such as changing the date, time, location or format of the meeting, we will announce our decision by press release and/or filing with the Securities and Exchange Commission and also post additional information on the Investor Relations section of our website (http://investors.perrigo.com).
For these reasons, we encourage all shareholders to vote their shares by proxy in advance of the AGM to ensure you can vote and be represented at the AGM if attending in person is not feasible or not recommended. This can be done in advance of the AGM by using one of the voting options detailed in the accompanying proxy statement.
If you wish to attend the AGM, you must be a shareholder as of the record date, March 7, 2022. If you plan on attending the meeting, you may obtain admission tickets at the registration desk immediately prior to the meeting. Shareholders whose shares are registered in the name of a broker, bank or other nominee should bring proof or a certificate of ownership to the meeting.
Your vote is important. Please consider the issues presented in this Proxy Statement and vote your shares as soon as possible. To do so, you should promptly sign, date and return the enclosed proxy card or proxy voting instruction form or vote by telephone or Internet following the instructions on the proxy card or instruction form.
A shareholder entitled to attend and vote at the AGM is entitled, using the form provided (or the form in section 184 of the Irish Companies Act 2014), to appoint one or more proxies to attend, speak and vote instead of him or her at the AGM. A proxy need not be a shareholder of record.
By order of the Board of Directors
Todd W. Kingma
Executive Vice President, General Counsel
and Company Secretary
March 24, 2022
We are once again pleased to take advantage of the Securities and Exchange Commission rule allowing companies to furnish proxy materials to their shareholders over the Internet. This e-proxy process expedites shareholders’ receipt of proxy materials while reducing the costs and the environmental impact of our AGM. On or about March 24, 2022, we mailed to our beneficial owners and consenting shareholders of record a notice of internet availability of proxy materials containing instructions on how to access our proxy statement, Annual Report and Irish Statutory Financial Statements and how to vote online. All other shareholders will receive a paper copy of the proxy statement, proxy card, Annual Report and Irish Statutory Financial Statements by mail unless otherwise notified by us or our transfer agent. The notice of internet availability contains instructions on how you can (i) receive a paper copy of the proxy statement, proxy card, Annual Report and Irish Statutory Financial Statements if you only received a notice by mail or (ii) elect to receive your proxy statement, Annual Report and Irish Statutory Financial Statements over the Internet if you received them by mail this year.
This Proxy Statement, the Annual Report on Form 10-K and Irish Statutory Financial Statements for the fiscal year ended December 31, 2021, are available at www.proxydocs.com/PRGO.
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The proxy statement, form of proxy and voting instructions are being mailed to shareholders starting on or about March 24, 2022.
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Here are highlights of important information you will find in this proxy statement. As this is only a summary, we encourage you to review the complete proxy statement before you vote.
Our Annual General Meeting
Logistics
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Date and Time May 6, 2022 at 10:00 a.m. (Irish Time) |
The Westin Dublin, College Green, Westmoreland | |
| Record Date March 7, 2022
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Shareholders on the close of business on the record
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Proposals
| Resolutions Proposed for Shareholder Vote | Board Vote Recommendation |
Page Reference for Additional Details | ||
| FOR each nominee | 62 | |||
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FOR |
73 | |||
| FOR | 74 | |||
| FOR | 75 | |||
| 5. Renew the Board’s authority to issue shares under Irish law |
FOR | 85 | ||
| 6. Renew the Board’s authority to opt-out of statutory pre-emption rights under Irish law |
FOR | 86 |
Governance
| · Annual director elections |
· Separate independent Chair and CEO roles | |
| · 9 of 10 director nominees are independent |
· Annual Board and committee assessments | |
| · All committee members are independent |
· Robust stock ownership guidelines | |
| · Board of Directors is diverse in gender, ethnicity, experience and skills |
· Majority voting for directors
· No shareholder rights plan | |
| · Regular Board refreshment |
· Board level risk oversight | |
| · Independent directors regularly meet in executive session |
· Anti-hedging and anti-pledging policies
· Regular shareholder engagement | |
Board Refreshment
| · | Erica L. Mann was appointed to the Board in 2019. |
| · | Katherine C. Doyle was appointed to the Board in July 2020 |
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| · | Orlando D. Ashford was appointed to the Board in December 2020 |
| · | After five years of distinguished service, including serving as Chair of the Board since 2018, Rolf A. Classon has decided not to stand for re-election to the Board. After the AGM, assuming his election Orlando Ashford will succeed Mr. Classon as Chair of the Board. |
| · | Average tenure: approximately 4.3 years as of the date of the AGM |
Executive Transition/Succession Planning
Sharon Kochan, Former Executive Vice President, President, Rx left the Perrigo Company as part of the sale of our Generic Prescription Drug business to Altaris Capital. Additionally, James E. Dillard was appointed Executive Vice President, President, Consumer Health Care Americas in October 2021, following the resignation of Richard Sorota.
2021 Performance Update1
Our ambition is to empower consumers’ self-care decisions, using the Company’s core competencies to fully take advantage of the massive global trend towards self-care. In 2021, management and the Board of Directors took decisive action and completed our three-year plan to transform Perrigo into a consumer Self-Care market leader, despite pandemic related challenges, by:
| · | Executing the July 2021 sale of our Generic Prescription Drug business to Altaris Capital for approximately $1.55 billion, which was the final major step in our consumer self-care transformation. |
| · | Announcing the binding agreement in September 2021 to acquire Héra SAS (or “HRA Pharma”) for €1.8 billion in cash, which is expected to significantly advance our consumer self-care growth strategy and position Perrigo to deliver top-tier net sales and double-digit adjusted earnings per share (“EPS”) growth, with significant margin expansion. |
| · | Significantly reducing uncertainty by settling the Irish tax dispute for €266.1 million, removing a potential exposure of €1.6 billion for the business; this settlement was funded by another key victory – a €355 million cash award that was received from Alychlo NV and Holdco I BE NV, the sellers of Omega Pharma, based on an arbitration decision by a Belgium tribunal. |
| · | Announcing in May 2021 a definitive agreement to sell the Mexico and Brazil-based OTC businesses as part of Perrigo’s margin improvement program and Project Momentum cost savings initiative. |
Other highlights and results from continuing operations include:
| · | Delivering reported net sales of $4.1 billion, reported operating income of $0.4 billion, and adjusted operating income of $0.5 billion. |
| · | Growing reported net sales by 1.2%, including a negative impact of 1.7 percentage points from lower net sales of cough/cold products worldwide during the year due to the historically weak cough/cold/flu season. |
| · | Achieving $130 million in new product sales. |
| · | Growing our e-commerce sales by more than 21%, on top of strong growth of more than 100% in 2020 |
1 See Exhibit A for reconciliation of Adjusted (non-GAAP) to Reported (GAAP).
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| · | Improving customer service levels while managing through challenges stemming from the COVID-19 pandemic, including supply chain disruptions and worker shortages. |
| · | Continuing to deliver on the $100 million Project Momentum cost savings program. |
| · | Continuing progress toward our ESG and sustainability goals, including 100% renewable electricity, a 15% reduction in CO2 emissions and 10% reduction in energy, water and waste by 2026 and 80-100% recyclable, reusable or compostable packaging by 2025 |
| · | Continuing our focus on prioritizing diversity, equity and inclusion, with 49% global female and 22% U.S. people of color representation and 53% global female and 31% U.S. people of color new hires |
| · | Increasing our dividend for the 19th consecutive year |
Executive Compensation
Executive Compensation Principles
A key element of our success in transforming to a Consumer Self-Care market leader is having the right executive leadership team to guide Perrigo in successfully executing our transformation roadmap and ensuring 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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Pay-for-Performance philosophy that emphasizes variable, at-risk, performance
based, equitable pay
Permit hedging or pledging of
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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 (88% for our CEO and 74%, on average, for our other 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. |
2021 Compensation
| · | For 2021, base salaries for all named executive officers were increased at the same overall rates as our broader employee population – 3%. |
| · | The Annual Incentive Plan paid out below target, in line with our performance for the year |
| · | The three-year cumulative payout for the 2019-2021 Adjusted Operating Income Performance Share Units (“Adj. OI-PSUs”) was 98% of target. |
| · | The three-year cumulative payout for the 2019-2021 Relative TSR Performance Share Units (“rTSR-PSUs”) was 0%. |
| · | In 2021, named executive officers were granted annual long-term incentive plan (“LTIP”) awards allocated 50% to Adj. OI-PSUs that may only be earned based on achievement of Adjusted Operating Income (“Adj. OI”) growth goals over three years (2021-2023), 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 compensation is subject to performance hurdles in order to vest. |
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Questions and Answers and Voting Information
Please see the Questions and Answers and Voting Information section beginning on page 91 for important information about voting, the proxy materials, and deadlines for submitting shareholder proposals and director nominees for the 2023 Annual General Meeting of Shareholders. Additional questions may be directed to Perrigo Company plc, Attn: General Counsel, Sharp Building, Hogan Place, Dublin 2, D02 TY74, Ireland or GeneralMeeting@perrigo.com.
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Corporate Governance
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General
We manage our business under the direction of our Board of Directors. The Chief Executive Officer (“CEO”) is a member of, and reports directly to, our Board, and members of our executive management team 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 offices 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) 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, at Sharp Building, Hogan Place, Dublin 2, D02 TY74, Ireland or by email at 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 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 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) under the heading Investors – Corporate Governance – 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, at Sharp Building, Hogan Place, Dublin 2, D02 TY74, Ireland, or at 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 nine of our current ten directors are independent, including Bradley A. Alford, Orlando D. Ashford, Katherine C. Doyle, Adriana Karaboutis, Jeffrey B. Kindler, Erica L. Mann, Donal O’Connor, Geoffrey M. Parker, and Theodore R. Samuels. Murray S. Kessler is not independent under these standards because he is currently serving as an officer of Perrigo.
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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.
Board Oversight of Risk
While management is responsible for day-to-day risk management, the Board of Directors is responsible for the overall risk oversight, including 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; the Talent & 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 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” 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. 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 – ESG – Organizational Succession Planning
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Management
Key Risk Responsibilities
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| • Business units identify and manage business risks |
• Central functions design risk framework, including setting boundaries and monitoring risk appetite |
• Internal audit 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, 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 President and Chief Executive Officer and the rest of the Company’s management team.
Chairman of the Board
We have had a separate, independent Chairman of the Board since 2016 and Rolf A. Classon has held the position since 2018. In November 2021, Mr. Classon announced that he would not stand for re-election to the Board at the 2022 AGM. The Board wishes to thank Mr. Classon for his years of service on the Board and to the Company and for his excellent leadership of the Board during the Company’s transition to a Self-Care company. Following the AGM, Mr. Orlando Ashford will succeed Mr. Classon as Chairman of the Board. The role of the Chairman includes:
| · | presiding at all Board meetings, including executive sessions of the independent directors; |
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| · | 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, annual re-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 maintain 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, correspondence, plant tours and individual meetings. These 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. During 2021, most of our shareholder communications were done virtually due to COVID-19 travel restrictions. 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 2021, senior management and the investor relations team met with many current and potential institutions representing trillions of dollars in assets under management.
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. In our conversations, we heard several themes, including positive reactions to completing our transformation to a consumer self-care company, management’s ability to reduce uncertainty by favorably settling the Irish tax assessment and re-investing the proceeds from the RX divestiture with the announcement to acquire HRA Pharma.
We also received positive feedback for our ESG efforts as we have taken steps to report against major ESG frameworks. As such, we began reporting against SASB and TCFD in 2021, in addition to the United Nations SDG. Further, in recent years, certain ESG components such as management of human capital, including diversity and inclusion, and packaging recycling have been embedded in certain senior management’s fiscal year priorities. We also expanded our disclosures regarding diversity and inclusion by issuing our first Diversity, Equity & Inclusion report in January 2022.
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
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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.
Political and Lobbying Activities and Expenditures
Given the nature and extent of political and lobbying activities by many companies, shareholders are often concerned about how boards oversee these types of activities and expenditures and desire disclosure of related policies and procedures to the extent the disclosure does not place the company at a competitive disadvantage. In this regard, we note that:
| · | Perrigo does not regularly engage in political or lobbying activity and, historically, it has had limited, if any, expenditures associated with such activities. |
| · | As an Irish domiciled company, we are required to report any lobbying activity in Ireland, and we have not had to report any such activity in the last several years. |
| · | Our Code of Conduct, which is available on our website, states that Perrigo does not make political contributions. |
However, in February 2021 our Nominating & Governance Committee and Board reviewed our governance policies and disclosures related to political and lobbying activities and adopted a written policy regarding political lobbying activities and expenditures that can be accessed on our website at:
https://investor.perrigo.com/corporate-governance.
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Environmental, Social & Governance (ESG)
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Environmental, Social & Governance (ESG)
Perrigo is committed to doing business in a socially, environmentally, fiscally responsible and transparent manner. That commitment is reflected in our well-established governance (as described above), our corporate responsibility and sustainability programs as well as by our board oversight of governance and sustainability. We have self-reported on our ESG impact, goals, and progress in our Corporate Social Responsibility Report since 2013, which is published annually mid-year and can be found under “Corporate Responsibility” on perrigo.com. Much of the below information can be found in the most recent report, which will be refreshed upon the next publication later this year.
Our sustainability and ESG initiatives are overseen by, and reviewed quarterly with, the Nominating & Governance Committee, which is responsible for risk oversight relating to corporate governance, cybersecurity, sustainability and environmental matters.
Our Sustainability and ESG Reporting Frameworks:
| · | United Nations Sustainable Development Goals (UN SDG): In 2020, Perrigo adopted 6 of the UN SDGs: including Goals 12 and 13, which relate to the environment, Goals 3 and 4, which relate to education and wellness social impact, and Goals 5 and 10, which relate to diversity, equity, and inclusion initiatives. See the UN SDG Index in the latest CSR Report for disclosure details. |
| · | Sustainable Accounting Standards Board (SASB): Last year, Perrigo started disclosing to the SASB Standards, a well-known sustainability framework that identifies the subset of ESG issues most relevant in each industry. As a consumer-packaged goods (CPG) company and OTC self-care leader, Perrigo has aligned its ESG reporting to SASB’s Household and Personal Care products sector. See the SASB Index in the latest CSR Report for disclosure details. |
| · | Taskforce for Climate Related Financial Disclosures (TCFD): Last year, Perrigo also started reporting to the TCFD standards, a well-known framework to help organizations more effectively disclose climate-related risks and opportunities. While new to TCFD, Perrigo has disclosed its climate impact in its CSR reports since 2013 and to the CDP since 2018. See the TCFD Index in the latest CSR report for disclosure details. |
Environmental Sustainability (ESG)
| SDG targets 12.2, 12.5, 12.6 and SDG targets 13.2 and 13.3 |
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Perrigo is committed to reducing our impact on the environment. Our environmental sustainability priorities are focused on the five areas that we have determined are most material to our business and stakeholders: Climate change and CO2 emissions, plastics and packaging, waste and recycling, water efficiency and responsible sourcing.
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These five sustainability priorities are embedded into our three-legged sustainability strategy, with each leg having its own set of goals and objectives:
| · | Sustainable Operations – Focuses on renewable energy and ongoing reduction of CO2 emissions, energy, water and waste within facilities under our operational control. |
| · | Sustainable Products and Packaging - Focuses on packaging recyclability, use of recycled content and elimination of problematic materials, as well as ongoing material weight reduction and design efficiency. |
| · | Sustainable Supply Chain - Focuses on responsible and sustainable sourcing, such as using only certified sustainable palm oil and paper packaging from sustainable sources. |
| Sustainability Goals | Highlights | |
| Operations | ||
| · 100% renewable electricity by 2026 · 10% reduction in energy, water, waste from 2020 to 2026 · 15% reduction in Co2 emissions from 2020 to 2026 |
· Introduced our new renewable
electricity goal · Achieved more than a 23% reduction in Scope 1 and 2 emissions between 2015 and 2020. · Reduced absolute energy by 5% between 2015 and 2020, despite significant production increases and multiple plant expansions · Achieved zero waste to landfill at 4 of our factories and increased recycling in our Michigan plant by 475% since 2015.
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| · Increase
recycle-ready packaging (CSCA 100% and CSCI 80% by 2025) · Increase use of recycled content in packaging where regulations allow (CSCA 20% and CSCI 30% by 2025) · Reduce 510 metric tons of packaging weight within 2022 |
· 20 packaging
reduction projects were implemented in 2021, reducing packaging weight by more than 160 metric tons. · Improved overall recyclability metrics in 2021 · Corrugated shippers for CSCA contain 50% to 100% PCR paper · Continue to work with industry groups and regulators to promote use of PCR materials despite challenges associated with drug packing regulations in the US and EU.
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| Sustainability Goals | Highlights | |
| Supply Chain | ||
| · 100%
of all directly sourced palm oil is certified as sustainable. · All paper/fiber-based packaging comes from a sustainable source |
· As reported
in last year’s Annual Communication of Progress (ACOP) to the RSPO, Perrigo directly sourced 1,290 metric tons of palm oil, 100% of which was RSPO- certified Mass Balance or better. We also claimed 308 RSPO credits to offset derivatives. · Three manufacturing sites are physically certified to RSPO standards · Nearly 100% of the virgin paper and cartons in CSCA are certified by the Sustainable Forestry Initiative or a similar organization
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For more details, metrics and key risk areas, see the Sustainability section of our latest CSR report.
Social and People (ESG)
Perrigo’s vision is to “make lives better, by bringing quality affordable self-care products that consumers trust, everywhere they are sold”. We are proud to save consumers billions of dollars a year on healthcare costs by providing high quality, affordable brands and brand alternatives. But our commitment to making lives better goes beyond saving money for our consumers. We are also dedicated to promoting well-being initiatives for our employees; education and community engagement and giving; diversity, equity, and inclusion; and ethical supply chains.
The Perrigo Company Charitable Foundation and Community Engagement
| SDG targets 3.2, 3.4, and 3.5 SDG targets 4.1 – 4.7 |
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Promoting good health and well-being is what we do. Perrigo develops thousands of affordable products that enhance health and well-being, such as nutritional products, diabetes care, and nicotine replacement (supporting SDG goals 3.2, 3.4, and 3.5). However, we go beyond the inherent social benefits of our business model.
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Environmental, Social & Governance (ESG)
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The Perrigo Company Charitable Foundation: This Foundation is a private, nonprofit organization wholly funded by Perrigo Company plc, and it acts as the philanthropic arm of the company, supporting initiatives that promote investments in healthcare, education, and support services in communities where Perrigo operates. The Foundation also makes annual “signature gift” donations, as well as donation matching, scholarship programs, disaster relief, and charitable donations to encourage associates to volunteer their own time.
The Perrigo Foundation donated a total of $2.6 million in cash across the globe during 2021, along with an additional $1.4 million worth of products, approximately $640,000 of which was donated specifically to support healthcare and healthcare services. Visit the Corporate Responsibility page on www.perrigo.com or the Community section of the CSR report to learn more.
Employee Wellness: See Human Capital section below for more on Employee Wellness.
Due to the heavy reliance on Science, Technology, Engineering, and Math within our industry and company, Quality Education, which is the focus of SDG Goal 4, is both a passion for our employees and the other key focus for giving by the Perrigo Foundation. Last year, we donated over $1.06 million to promote quality education in support of supporting targets 4.1- 4.7.
While significantly limited by current COVID-19 restrictions during the last two years, Perrigo employees pride themselves on strong community engagement and programs, especially relating to education. In fact, Perrigo maintains programs such as Caring 4 Communities, which donates $100 to a charity for every 10 hours an employee volunteers, as well as partnerships and mentor programs with a number of local schools and non-profits.
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Goal 5: Gender Equality Goal 10: Reduced Inequalities |
Diversity, Equity, and Inclusion (DEI): Perrigo’s inclusive culture values the diversity of our workforce, the consumers we serve, and our surrounding communities.Our commitment to self-care, relentless obsession with our people and consumers, strong moral compass, and evolving social issues serve as our DEI guide.
Our three-year strategy focuses on driving maturity in three key areas:
| · | Educating our workforce on our DEI strategy and initiatives |
| · | Strengthening our talent management practices through a lens of inclusion |
| · | Creating our governance and key metrics to establish our foundation and monitor progress |
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Our DEI goals are focused on the following:
| · | Taking action to reduce inequalities, as outlined in our racial equity roadmap, and promoting inclusivity through our Global DEI campaigns |
| · | Educating our workforce on DEI, preventing harassment and illegal discrimination, and unconscious bias |
| · | Ensuring every new colleague is aware of our commitment to DEI by offering foundational DEI education in the local language beginning in new employee orientation. |
| · | Increasing our representation by people of color in alignment with U.S. Affirmative Action goals |
| · | Implementing employee resource groups |
| · | Continuing roundtable discussions on DEI to hear the voice of our colleagues |
Global Diversity Statistics
As of December 2021
Global DEI Campaigns: We highlight key DEI topics throughout the year to educate, engage and inspire our colleagues. Our recent topics include:
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Promoting Racial Equity |
Lead by our President and CEO, Perrigo is committed to help end racial inequity. We promote education and recognizing, respecting, and leveraging our differences as a strength, as outlined in our racial equity roadmap. | ||
| Pride | Perrigo recognizes Pride month by updating our corporate logos and engaging the heart and head of our associates through powerful, personal storytelling. | |||
| Diverse Abilities | Perrigo has partnered with the Valuable 500; 500 global organizations committed to disability inclusion. With heightened pandemic stress, Perrigo has prioritized invisible disabilities. Perrigo welcomed a Paralympic athlete to engage with colleagues on the topic of “ability” | |||
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Mental Health Advocates |
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Self-care starts with our own team. Perrigo takes a six-pronged approach to promote wellbeing focusing on physical, emotional, financial, work-life, community, and education. | |
| Women | Perrigo recognizes International Women’s Day events, provides extensive on-demand learning, and is committed to promoting gender equality. | |||
| Men | We embrace the unique diversity Perrigo men bring to our workforce. Our Movember campaign raises awareness with respect to men’s health and suicide awareness. |
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DEI and COVID: Perrigo educated our workforce on avoiding any social stigma associated with COVID-19, and leaders were informed about how COVID-19 is disproportionately impacting people of color. Leaders and Human Resources partnered with each individual essential worker, as needed, to discuss healthcare, childcare, mental well-being and more. Associates that could work at home were set up with the resources and support needed for success. Leaders met regularly to discuss the unique needs of our diverse workforce as we navigate a global health pandemic.
We are pleased to have launched our first DEI Report in January 2022. The report can be accessed on Perrigo.com
Together, we make lives better!
Visit the Diversity Equity and Inclusion page on www.perrigo.com to learn more.
Human Rights and Supply Chain Ethics:
Perrigo’s Human Rights policy and commitments take a zero-tolerance stance on modern slavery, human trafficking, and all other forms of human rights abuse. Our Ethical and Social Compliance Program monitors our suppliers around the globe and is designed to ensure they are operating in accordance with our ethical expectations. In 2021, we conducted more than 180 third-party ethical and social compliance audits in our supply chain, an increase from the 115 completed in 2020. For more information on our approach to Human Rights, see our modern slavery statement at https://www.perrigo.com/modernslaverystatement.
Human Capital Management
As noted earlier, Perrigo’s vision is to “make lives better, by bringing quality affordable self-care products that consumers trust, everywhere they are sold”. 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 9,900 full time and part time employees spread across 34 countries, of which approximately 21% were covered by collective bargaining agreements as of December 31, 2021. We continuously endeavor to provide a diverse, inclusive, and safe work environment so our colleagues can bring their best to work, every day. We are all responsible for upholding Perrigo’s Core Values – Integrity, Respect, and Responsibility – in addition to the Perrigo Code of Conduct which, together, form the foundation of all our policies, procedures, and practices. Together, we drive Perrigo forward to deliver on our vision to make lives better by bringing Quality, Affordable Self-Care Products that consumers trust everywhere they are sold.
Total Rewards
Our Total Rewards philosophy is to continuously attract, engage and inspire talent by designing compensation, benefits and other programs that support the total well-being of our people. 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.
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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.
Over the past 18 months, we have enhanced 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 that supports our colleagues 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 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 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.
COVID-19 Response
Our top priority during the global COVID-19 pandemic has been, and continues to be, the safety of our colleagues. When faced with the challenges of this pandemic, we focused on understanding and supporting each diverse individual and the unique circumstances impacting their ability to serve as an essential worker. We have implemented safety measures to protect our on-site essential colleagues, while asking those who can safely work from home to do so. On-site, we’ve implemented a multi-step pre-screening process before entry into any facility, deep-cleaning protocols, and other safety precautions, all consistent with the rules and guidelines in each jurisdiction in which we operate.
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. We want to enable our colleagues to build successful careers at Perrigo while upholding our core values of Integrity, Respect, and Responsibility.
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).
We are able to match colleagues with stretching job-related experiences through our robust talent management processes. We moved from a 3 point to a 5-point performance management rating scale to enable more specific performance evaluation and feedback and create greater differentiation. We have also created a set of behavioral expectations called Career Success Drivers to stress the importance of delivering results while strengthening our culture.
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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 1,100 promotions and 924 lateral moves for colleagues in 2021.
Continuous Learning
We expanded access to personal and professional skill development by partnering with LinkedIn Learning. This platform provides over 10,000 on demand courses to colleagues to support continued growth and success.
Building the capability of our leaders is also crucial to help us navigate the increasingly dynamic environment. We invested in developing the leadership capability of 250 of our most senior leaders in 2021. We also created the Leadership in Action development program for our mid-level leaders to grow their capability.
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.
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Board of Directors and Committees
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Board of Directors and Committees
Perrigo’s Board of Directors met 10 times during 2021. The Board of Directors has standing Audit, Talent & Compensation and Nominating & Governance Committees, and there were a total of 31 committee meetings during 2021. 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 2021.
We encourage all of our directors to attend our annual general meetings, and all directors then serving participated in the AGM in 2021.
The Board has adopted a charter for each of the Audit, Talent & 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) under Investors – Corporate Governance – Committees and are available in print to shareholders upon request to our Company Secretary, Todd W. Kingma, Sharp Building, Hogan Place, Dublin 2, D02 TY74, Ireland, or GeneralMeeting@perrigo.com.
Audit Committee
During 2021, the Audit Committee met 5 times. The Audit Committee currently consists of the following independent directors: Donal O’Connor (Chair), Katherine C. Doyle, Geoffrey M. Parker and Theodore R. Samuels.
The Audit Committee monitors our accounting and financial reporting principles and policies and our internal controls and procedures. 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 61.
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, Katherine C. Doyle, Geoffrey M. Parker and Theodore R. Samuels have the requisite attributes of an “audit committee financial expert” under the SEC’s rules and that such attributes were acquired through relevant education and work experience.
Talent & Compensation Committee
During 2021, the Talent & Compensation Committee, formerly known as the Remuneration Committee (the “Committee”) met 6 times. The Committee currently consists of the following independent directors: Jeffrey B. Kindler (Chair), Bradley A. Alford, Orlando D. Ashford and Erica L. Mann.
The Committee reviews and recommends to the Board compensation arrangements for the CEO and non-employee directors. It also reviews and approves the annual compensation for executive officers,
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including salaries, annual incentives, and long-term incentive compensation. The Committee administers Perrigo’s annual incentive and long-term incentive plans. The Committee also reviews and makes recommendations to the Board regarding corporate culture, diversity, equity, and inclusion initiatives.
The Committee engaged Frederic W. Cook & Company, Inc. (“FW Cook”) as its independent consultant to provide independent, outside perspective and consulting services on Perrigo’s executive compensation and non-employee director programs. Additionally, FW Cook assists the Committee in considering and analyzing market practices, trends, and management’s compensation recommendations. Perrigo did not retain FW Cook to perform any other compensation-related or consulting services for the Company. Interactions between FW Cook and management were generally limited to discussions on behalf of the Committee or as required to compile information at the Committee’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 Committee 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 Committee is presented in the Compensation Discussion and Analysis, beginning on page 24.
Nominating & Governance Committee
During 2021, the Nominating & Governance Committee met 5 times. The Nominating & Governance Committee currently consists of the following independent directors: Adriana Karaboutis (Chair), Rolf A. Classon, and Theodore R. Samuels.
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.
The Nominating & Governance Committee also oversees and makes recommendations to the Board regarding Perrigo’s cybersecurity policies and practices as well. While no organization can prevent all attacks from the global threat landscape, Perrigo recognizes the critical role that Cybersecurity plays in maintaining operations. To protect the organization, Perrigo uses a “defense in depth” strategy. An industry standard framework and maturity model is used to assess our capabilities, educate associates and shape future investments. A combination of internal skills and external experts are leveraged to identify, detect and protect against potential events that may impact the organization. The Board of Directors is an integral component of our Cybersecurity program and is routinely updated on investment plans, training / awareness programs and any known threats to Perrigo.
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.
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Board of Directors and Committees
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Board and Committee Self-Assessments
The Board and the Audit, Talent & Compensation and Nominating & Governance Committees have historically conducted annual self-assessments, either through the use of extensive internal questionnaires or third 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, at Sharp Building, 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 that raise legal or ethical concerns about Perrigo’s practices or compliance concerns about Perrigo’s policies. The General 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, senior management and any outside advisers retained to assist in identifying and evaluating candidates.
As highlighted above, after five years of distinguished service, Rolf A. Classon has decided not to stand for re-election to the Board at our Annual General Meeting. In accordance with our Constitution, the Board has determined that the number of directors effective as of the close of the Annual General Meeting will be reduced to ten. The Nominating and Governance Committee is currently conducting a search for a new director nominee and has engaged Davis Partners Group, a third-party search firm, to assist in the selection process. The Committee and search firm have identified potential qualified candidates, but do not believe the search will be concluded in time to submit a candidate to a vote by shareholders at the 2022 annual general meeting. The Committee expects to actively continue its search and to consider candidates in light of the above criteria.
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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
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
The Board is committed to thoughtful board refreshment and ongoing board succession planning. During 2016 and 2017, seven new independent directors were added to our Board. Mr. Kessler was appointed as a director upon his appointment as our President and CEO in October 2018. Erica Mann was appointed to the Board in 2019. Katherine C. Doyle and Orlando D. Ashford were appointed to the board in July 2020 and December 2020, respectively. In addition, after five years of distinguished service, Rolf A. Classon is retiring from the Board. The Board thanks Mr. Classon for his years of valuable service on the Board and to the Company
As of the date of the AGM, the average tenure of our non-employee directors will be approximately 4.3 years.
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 their annual cash retainer, or $450,000. Non-employee directors are subject to the same definition of stock ownership and retention requirements as executive officers. The details of the Stock Ownership Guidelines (“SOGs”) are described in the Compensation Discussion and Analysis – Other Policies, Practices and Guidelines – Executive Stock Ownership Guidelines section, on page 41. All of our non-employee directors and named executive officers are in compliance with these guidelines, either by satisfying applicable ownership levels or complying with the retention requirements.
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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) under the heading Investors – Corporate Governance – Related-Party Transaction Policy.
In addition, on an annual basis, each director and executive officer completes a directors’ and officers’ 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.
Based on its review of applicable materials, the Nominating & Governance Committee has determined that there are no transactions that require disclosure in this proxy statement.
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Director Compensation
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The Talent & Compensation Committee reviews and makes a recommendation to the Board regarding non-employee director compensation. In determining the level and mix of compensation for non-employee directors, the Talent & 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 2021, there were no changes to the level and mix of compensation for non-employee directors. All of our non-employee directors were paid an annual cash retainer, and a supplemental annual cash retainer was also paid to committee chairs, the Chairman, and non-chair committee members all as described below.
| Chairman Annual Cash Retainer: (in lieu of director retainer) |
$150,000 | |
| Director Annual Cash Retainer |
$75,000 | |
| Committee Member Retainer: |
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| Audit |
$12,500 | |
| Talent & Compensation |
$12,500 | |
| Nominating & Governance |
$ 8,000 | |
| Committee Chair Retainer: (in lieu of member retainer) |
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| Audit |
$25,000 | |
| Talent & Compensation |
$25,000 | |
| Nominating & Governance |
$16,000 |
For 2021, our Chairman of the Board and other non-employee directors received annual equity awards in the form of restricted stock units having a value of approximately $375,000 and $300,000, respectively. These awards vest one year from the grant date and are intended to directly link the majority of director compensation to shareholders’ interests.
Directors who are Perrigo employees receive no compensation for their services as directors.
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Director Compensation
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The following table summarizes the 2021 compensation of our non-employee directors who served during the year.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) |
Stock Awards ($)1 | Total ($) | |||
| Alford, Bradley A. |
87,500 | 299,991 | 387,491 | |||
| Ashford, Orlando D. |
87,500 | 422,454 | 509,954 | |||
| Classon, Rolf A. |
158,000 | 375,000 | 533,000 | |||
| Doyle, Katherine C. |
87,500 | 299,991 | 387,491 | |||
| Karaboutis, Adriana |
91,000 | 299,991 | 390,991 | |||
| Kindler, Jeffrey B. |
100,000 | 299,991 | 399,991 | |||
| Mann, Erica L. |
87,500 | 299,991 | 387,491 | |||
| O’Connor, Donal |
100,000 | 299,991 | 399,991 | |||
| Parker, Geoffrey M. |
87,500 | 299,991 | 387,491 | |||
| Samuels, Theodore R. |
95,500 | 299,991 | 395,491 | |||
1) Represents the grant date fair value of 6,599 service-based restricted stock units granted to each non-employee director on May 17, 2021, calculated in accordance with U.S. GAAP. As Chair of the Board, Mr. Classon received 8,249 service-based restricted stock units. Mr. Ashford received 2,984 service-based restricted stock units on March 5, 2021, representing a prorated annual grant for his board service from December 15, 2020, through May 17, 2021. The shares vest one year after the grant date. The grant date fair value is based on the closing price of Perrigo Company plc ordinary shares on the NYSE on the grant date, which was $45.46 per share for all directors, except for Mr. Ashford’s March 5, 2021, award, which was $41.04. No other unvested stock awards were outstanding as of December 31, 2021.
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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 7, 2022. The percent of class owned is based on Perrigo ordinary shares outstanding as of that date. The named executive officers are the individuals listed in the Summary Compensation table on page 38.
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 vested currently or become vested 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 |
Shares Acquirable Within 60 Days of Record Date(1) |
Total | Percent of Class | |||||
| Director |
||||||||
| Bradley A. Alford |
23,978 | 6,599 | 30,577 | * | ||||
| Orlando D. Ashford |
1,551 | 0 | 1,551 | * | ||||
| Rolf A. Classon |
17,442 | 8,249 | 25,691 | * | ||||
| Katherine C. Doyle |
2,931 | 0 | 2,931 | * | ||||
| Adriana Karaboutis |
10,447 | 0 | 10,447 | * | ||||
| Murray S. Kessler |
120,501 | 242,882 | 363,383 | * | ||||
| Jeffrey B. Kindler |
10,975 | 6,599 | 17,574 | * | ||||
| Erica L. Mann |
5,690 | 0 | 5,690 | * | ||||
| Donal O’Connor (2) |
14,653 | 6,599 | 21,252 | * | ||||
| Geoffrey M. Parker (3) |
24,609 | 0 | 24,609 | * | ||||
| Theodore R. Samuels (4) |
38,212 | 6,599 | 44,811 | * | ||||
| Named Executive Officers Other Than Directors |
||||||||
| Raymond P. Silcock |
56,992 | 38,101 | 95,093 | * | ||||
| James Dillard III |
22,938 | 0 | 22,938 | * | ||||
| Svend Andersen (5) |
55,024 | 0 | 55,024 | * | ||||
| Todd W. Kingma (6) |
67,269 | 90,986 | 158,255 | * | ||||
| Sharon Kochan (7) |
65,129 | 0 | 65,129 | * | ||||
| Directors and Executive Officers as a Group (19 Persons) (8) |
540,901 | 513,304 | 1,054,205 | 0.8% | ||||
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* Less than 1%.
1) Includes stock options that are exercisable within 60 days of the record date as well as restricted stock units that may vest within 60 days of the record date.
2) Shares owned include 1,198 shares in a retirement fund.
3) Shares owned include 10,879 shares in a revocable trust, of which Mr. Parker and his spouse are the trustees, and 5,500 shares in the Geoffrey Parker Roth IRA.
4) Shares owned include 18,118 shares in the Ted and Lori Samuels Family Trust, of which Mr. Samuels and his spouse are the trustees.
5) Shares owned include 13,683 shares owned indirectly via the Panel ApS, an entity wholly owned by Mr. Andersen.
6) Shares owned include 2,000 shares in Mr. Kingma’s Charitable Remainder Uni-Trust and 20,000 shares in a family trust for the benefit of Mr. Kingma’s children and of which Mr. Kingma’s spouse is a trustee.
7) Shares owned include 450 shares in a charitable fund.
8) See footnotes 1 through 7. Includes directors and executive officers as of 7 March 2022.
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 134,542,239 Perrigo ordinary shares outstanding as of March 7, 2022.
| Name and Address of Beneficial Owner |
Ordinary Shares Beneficially Owned |
Percent of Class | ||
|
The Vanguard Group (1) 100 Vanguard Blvd. Malvern, PA 19355 |
13,789,589 |
10.2% | ||
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Barrow Hanley Global Investors(2) 2200 Ross Avenue, 31st Floor Dallas, TX 75201-2761 |
13,505,133 |
10.0% | ||
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BlackRock Inc. (3) 55 East 52nd Street New York, NY 10055 |
11,557,239 |
8.6% | ||
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T. Rowe Price Associates, Inc. (4) 100 E. Pratt Street Baltimore, MD 21202 |
10,721,574 |
8.0% |
(1) The Vanguard Group, Inc. has shared voting power with respect to 80,130 of the shares, sole dispositive power with respect to 13,594,839 of the shares and shared dispositive power with respect to 194,750 of the shares. This information is based on a Schedule 13G/A filed with the SEC on February 10, 2022.
(2) Barrow Hanley Global Investors has sole voting power with respect of 9,448,333 shares, shared voting power with respect of 4,056,800 shares, and sole dispositive power over all 13,505,133 shares. This information is based on a Schedule 13G filed with the SEC on January 10, 2022.
(3) BlackRock, Inc. has sole voting power with respect to 11,024,407 of the shares and sole dispositive power with respect to 11,557,239 shares. This information is based on a Schedule 13G/A filed with the SEC on February 3, 2022.
(4) T. Rowe Price Associates, Inc. has sole voting power with respect to 4,642,385 of the shares and sole dispositive power with respect to 10,721,574 shares. This information is based on a Schedule 13G/A filed with the SEC on February 14, 2022.
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Delinquent Section 16(a) Reports
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Delinquent Section 16(a) Reports
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 filed with the SEC and written representations from executive officers and directors, all filing requirements were met during 2021, such that there were no delinquent reports in 2021.
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Compensation Discussion and Analysis
Introduction
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Executive Compensation
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Our ambition is to empower consumers’ self-care decisions, using the Company’s core competencies to fully take advantage of the massive global trend towards self-care. In 2021, management and the Board of Directors took decisive action and completed our three-year plan to transform Perrigo into a consumer Self-Care market leader, despite pandemic related challenges, by:
| · | Executing the July 2021 sale of our Generic Prescription Drug business to Altaris Capital for approximately $1.55 billion, which was the final major step in our consumer self-care transformation. |
| · | Announcing the binding agreement in September 2021 to acquire Héra SAS (or “HRA Pharma”) for €1.8 billion in cash, which is expected to significantly advance our consumer self-care growth strategy and position Perrigo to deliver top-tier net sales and double-digit adjusted earnings per share (“EPS”) growth, with significant margin expansion. |
| · | Significantly reducing uncertainty by settling the Irish tax dispute for €266.1 million, removing a potential exposure of €1.6 billion for the business; this settlement was funded by another key victory – a €355 million cash award that was received from Alychlo NV and Holdco I BE NV, the sellers of Omega Pharma, based on an arbitration decision by a Belgium tribunal. |
| · | Announcing in May 2021 a definitive agreement to sell the Mexico and Brazil-based OTC businesses as part of Perrigo’s margin improvement program and Project Momentum cost savings initiative. |
Other highlights and results from continuing operations include:
| · | Delivering reported net sales of $4.1 billion, reported operating income of $0.4 billion, and adjusted operating income of $0.5 billion. |
| · | Growing reported net sales by 1.2%, including a negative impact of 1.7 percentage points from lower net sales of cough/cold products worldwide during the year due to the historically weak cough/cold/flu season. |
| · | Achieving $130 million in new product sales. |
| · | Growing our e-commerce sales by more than 21%, on top of strong growth of more than 100% in 2020. |
| · | Improving customer service levels while managing through challenges stemming from the COVID-19 pandemic, including supply chain disruptions and worker shortages. |
| · | Continuing to deliver on the $100 million Project Momentum cost savings program. |
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| · | Continuing progress toward our ESG and sustainability goals, including 100% renewable electricity, 15% reducing in CO2 emissions and 10% reduction in energy, water and waste by 2026 and 80-100% recyclable, reusable or compostable packaging by 2025 |
| · | Continuing our focus on prioritizing diversity, equity and inclusion, with 49% global female and 22% U.S. people of color representation and 53% global female and 31% U.S. people of color new hires |
| · | Increasing our dividend for the 19th consecutive year |
| 1 | See Exhibit A for reconciliation of Adjusted (non-GAAP) to Reported (GAAP). |
Our Named Executive Officers for 2021
Perrigo’s named executive officers (“NEO”) for 2021 were:
| Named Executive Officer | Position | |
| Murray S. Kessler |
President and Chief Executive Officer | |
| Raymond P. Silcock |
Executive Vice President and Chief Financial Officer | |
| Svend Andersen |
Executive Vice President and President, Consumer Self-Care International | |
| Todd W. Kingma |
Executive Vice President, General Counsel, and Company Secretary | |
| James Dillard III |
Executive Vice President and President, Consumer Self-care Americas | |
| Sharon Kochan* |
Former Executive Vice President and President, Rx | |
*Specific details regarding Mr. Kochan who separated from Perrigo as part of the sale of our Generic Prescription Drug business to Altaris Capital in July 2021 are discussed on page 44,
This Compensation Discussion and Analysis provides information about our executive compensation program, factors that were considered in making compensation decisions for our NEOs, and details on our programs designed to drive Perrigo’s performance into the future.
2021 Say-on-Pay Voting Results
At the 2021 AGM, our shareholders strongly supported our executive compensation, with 80.2% of the votes cast voting in favor of the say-on-pay proposal. The Committee considered our shareholders support of our compensation programs in its evaluation of our compensation policies and program design for fiscal 2021. All changes made to our program design over the past several years were intended to better support our business strategy. Further, we continue to maintain an open line of communication on executive compensation issues with shareholders. In 2021, Perrigo met with shareholders accounting for more than 60% of its shares outstanding, or more than 74% of its active shareholders, to discuss a range of topics including, but not limited to, our consumer self-care strategy, business operations and long-term outlook, capital allocation, transformation objectives and timing, corporate governance and ESG initiatives.
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Best Compensation Governance and Practices
Our executive compensation program continues to be grounded in the following policies and practices, promoting sound compensation governance, enhancing alignment of our pay-for-performance philosophy, and furthering our NEOs’ interests with those of our shareholders:
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emphasizes variable, at-risk, performance based, equitable pay |
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shareholder returns through long-term operational, financial, and share price performance |
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2021 Compensation Decisions
The Committee’s key compensation decisions, based on the Company’s results in 2021, were aligned with actual performance in the year:
| Program Element |
Committee Decisions | |
| Annual Base Salary |
Based on the Committee’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, all executive officers received an increase in base pay for 2021 that was in line with all other global employees, except for Mr. Dillard, who received a greater increase because he was newly promoted into his current role on October 4, 2021, and Mr. Kessler who received no increase |
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| Annual Incentive Plan (AIP) |
The then-serving NEOs received annual incentive awards based on corporate, segment, and individual performance against strategic objectives aligned with delivery of our self-care transformation and strategy under the AIP, which ranged from 37.7% to 99.7% of target. | |
| Long-Term Incentive Plan (LTIP) |
In 2021, all of the then-serving named executive officers were granted annual LTIP awards, which were allocated 50% to Performance-Based Restricted Stock Units (“PSUs”) that may be earned based on achievement of Adjusted Operating Income (“Adj. OI”) growth goals over three years, 20% to PSUs that may be earned based on our Relative Total Shareholder Return (“rTSR”) performance versus the companies in the S&P 500 over three years, and 30% to Service-Based Restricted Stock Units (“RSUs”) ratably vesting over three years. |
What Guides Our Executive Compensation Program
Our Executive Compensation Principles
Perrigo’s executive compensation program is designed to attract, inspire and retain our entire executive team, including our named executive officers, who are critical to the execution of Perrigo’s Self-Care strategy and the long-term success 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 performance-based (“at-risk”) and linked to the attainment of specific, measurable objectives, including the delivery of our strategic and transformation plan. |
| · | Pay opportunities are market-competitive: Compensation opportunities and program design should attract, inspire, and retain 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 | ||
| Base Salary |
Cash (Fixed) |
Provides a competitive rate of fixed compensation relative to similar positions at relevant peer companies that enables us to attract and retain critical executive talent. | ||
| AIP |
Cash (Variable) | Focuses executives on achieving measurable, annual financial, operational, and strategic goals that, in the aggregate, create long-term, sustainable shareholder value. | ||
| 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. |
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The charts below show the target compensation of our CEO and NEOs for fiscal year 2021. These charts illustrate that a majority of NEO compensation is performance-based and/or variable (88% for our CEO and an average of 74% for our other NEOs). The weighting of these pay elements is consistent with the market and best practices and puts a substantial majority of the NEOs’ total direct compensation at risk if performance goals are not achieved or if Perrigo performance declines.
The Decision-Making Process
The Role of the Talent & Compensation Committee (“The Committee”). The Committee, which is composed entirely of independent directors, oversees our executive compensation program. The Committee works very closely with FW Cook, its independent executive compensation consultant, and management to examine the efficacy of Perrigo’s executive compensation program. Details of the Committee’s authority and responsibilities are specified in the Committee’s charter, which may be accessed at http://perrigo.investorroom.com/corporate-governance.
Each year, the Committee reviews and approves the elements of compensation for all executive officers, including the NEOs. The Committee submits its recommendations regarding the CEO’s compensation to the independent directors of the Board for approval.
To assist it in making compensation decisions, the Committee annually reviews comprehensive historical, current and projected data on the total compensation and benefits package for each of our NEOs. 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 in control) so that the Committee can consider and understand the nature and magnitude of potential payouts and obligations under the various circumstances. The information is prepared by management and reviewed by FW Cook, generally containing data that are substantially similar to that contained in the tables presented below.
The Role of Management. The CEO makes recommendations to the Committee regarding the compensation of all other executive officers for the Committee’s approval. The CEO does not participate in the deliberations of the Committee regarding his own compensation. Management is responsible for implementing the executive compensation program as approved by the Committee and the Board.
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The Role of the Independent Consultant. For 2021, the Committee continued to engage FW Cook as its independent compensation consultant to provide advice on various aspects of our executive and non-employee director compensation programs. Other than the support that it provided to The Committee, FW Cook provided no other services to the Company or Perrigo management.
The Role of Market Comparison Data. The Committee uses information provided by FW Cook regarding the compensation practices of select companies (the “Peer Group”), in addition to applicable broader market data, as an element in evaluating both the structure of our executive compensation program and target levels of compensation. Management also periodically reviews survey and industry data from Mercer Human Resource Consulting, Willis Towers Watson, Aon Hewitt, the Korn Ferry Hay Group, and others regarding the market positioning for base salary, annual, and long-term incentive target levels for all employees, including executives. The Committee considers this information, together with the factors described above under “Our Executive Compensation Principles”, on page 26, in determining executive compensation.
Each year, with assistance from F.W. Cook, the Committee reviews the composition of our peer group with the goal to ensure its alignment with our consumer self-care strategy and core business focus. As part of such reviews, the Committee considers specific criteria and recommendations regarding companies to add or remove from the peer group. The primary criteria used in determining peer companies are similarity in strategic focus, business operations and/or regulatory environment, company size and industry, as well as evaluating companies that consider Perrigo to be a peer, and/or peer networks as determined by other external parties.
The peer group used to inform the Committee’s evaluation and determination of executive compensation opportunities for 2021 was established in the third quarter of 2020. At that time, the Committee determined that adding six additional consumer focused companies of comparable size and similar customer and strategic business profiles was appropriate. Campbell Soup, Hain Celestial, McCormick & Co. and Coty were added because they are similarly sized as Perrigo and all have similar consumer-facing business models, including significant self-care products. Bausch Health and Endo International, in addition to being similarly sized, have a reasonably significant OTC pharmaceutical portfolio and operate in a highly regulated environment similar to Perrigo`s. The table below shows the full list of 20 publicly traded companies that were included in the peer group used to inform the Committee’s decisions for fiscal year 2021 executive compensation.
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Bausch Health |
Endo International
Estée Lauder
Hain Celestial
Helen of Troy
Kimberly-Clark
McCormick & Co.
Nu Skin Enterprises |
Post Holdings
Prestige Consumer Healthcare, Inc.
Reckitt Benckiser Group plc
Revlon
Spectrum Brands
TreeHouse Foods, Inc. | ||
| Campbell Soup | ||||
| Church & Dwight Co., Inc. | ||||
| Clorox | ||||
| Colgate-Palmolive | ||||
| Coty | ||||
| Edgewell Personal Care
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The Committee considers the 50th percentile of market data to be a salient indication of what is competitive in the market. However, the Committee 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 Committee 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 compensation).
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In addition to market comparison data, the Committee also considers an individual’s competencies, experience, and overall performance against measurable objectives; Company, segment, and divisional financial and strategic performance; and the aggregate return on investment of executive rewards to Perrigo. Consideration 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 executive leaders who can, and do, drive Perrigo’s long-term performance.
2021 Executive Compensation Program in Detail
Base Salaries
| Name | FY2020 Base Salary | FY2021 Base Salary | ||
| Murray S. Kessler |
$1,236,000 | $1,236,000 | ||
| Raymond P. Silcock |
$670,000 | $681,216 | ||
| Svend Andersen* |
$656,177 | $621,728 | ||
| Todd Kingma |
$578,000 | $592,645 | ||
| James Dillard III |
$589,000 | $650,000 | ||
* 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 Committee approves base salaries for the NEOs other than the CEO. For the CEO, the Committee submits its recommendation for the CEO base salary to the independent directors of the Board for approval. In approving an NEOs’ base salary, the Committee 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 (in addition to any other data points determined to be relevant). To assist the Committee in this process, each year the CEO provides the Committee with base salary recommendations for each of the other NEOs, as well as summaries of such NEOs’ individual performance.
For 2021 the Committee approved increases in base salaries for the NEOs that were in line with the Company’s overall salary increase budget of 3%. Mr. Dillard`s increase was greater, reflecting his promotion to EVP & President, Consumer Self-Care Americas on October 4, 2021. Mr. Kessler did not receive a salary increase.
Annual Incentive Award Opportunities
The Perrigo Annual Incentive Plan (“AIP”) is designed to motivate and reward employees for achieving and exceeding specific, measurable, strategic and financial goals that support our objective of sustainably creating and increasing long-term shareholder value. Most colleagues participate in the AIP, including executives, management and individual contributors. AIP awards are paid in cash following completion of the performance year.
Near the beginning of each performance period, and in connection with the Board’s approval of the financial plan for the year, the Committee determines and approves the performance goals and payout schedules of the AIP. The payout schedules reflect a range of potential award opportunities that are set around the target performance goals for the year. Additionally, the Board determines and approves the individual annual incentive targets of executives, which are stated as a percentage of base salary. Finally, the Board reviews and approves the individual strategic objectives of executive officers to ensure strong alignment of their AIP with
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Perrigo’s business priorities. These individual strategic objectives were a formulaic input for determining the bonus opportunity of executive officers in 2021, meaning that each objective is 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 Committee 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% payout based on overall individual performance. The maximum incentive award payout for any individual executive is capped at 200% of the target award opportunity.
Target Award Opportunity and Actual Payouts. The 2021 target AIP award opportunities (as a percentage of base salary) and actual payouts (as a percentage of target) for the NEOs are shown in the table below. The range of award opportunities is listed in the Grants of Plan-Based Awards for 2021 table on page 47.
| Named Executive Officer | 2021 Target AIP (as % of Salary) |
2021 Actual AIP Payout (as % of Target) | ||
| Mr. Kessler |
125% | 93.46% | ||
| Mr. Silcock |
80% | 88.46% | ||
| Mr. Andersen |
75% | 99.75% | ||
| Mr. Kingma |
65% | 93.46% | ||
| Mr. Dillard |
68% | 73.46% | ||
Earned awards can range from 0 to 200% of target based on actual performance against the pre-established goals. In addition, to ensure that awards reflect an executive officer’s contribution to our results, the Committee has, or in the case of the CEO, the independent directors have, the discretion to reduce any executive officer’s actual award down to as low as 0 based on individual performance.
2021 AIP Performance Measures. The Committee determined and approved the performance goals and payout schedules for the 2021 Corporate and Segment Leader AIPs, which corresponded to the 2021 financial plan approved by the Board near the beginning of 2021. Messrs. Kessler, Silcock, and Kingma participated in the Corporate AIP, and Mr. Andersen participated in the CSCI Segment plan. Mr. Dillard participated in the Corporate AIP plan given that he was aligned to a corporate role for the majority of the year.
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Eighty percent of each NEO’s AIP is tied to financial measures that underpin our stated strategic long-term growth objectives (“3/5/7”): Adjusted Operating Income (“Adj. OI”) at the corporate level (and for segment leaders, the segment level) and corporate or segment revenue. “Corporate” OI and revenue are based on the aggregate financial performance of our consumer businesses and exclude the pharmaceutical segment, which was divested in 2021. As shown in the chart below, 2021 revenue attainment, which represents 30% of the NEO`s total target AIP, ranged from 81.2% for CSCA to 85.6% of target for CSCI. Adj. OI attainment, which represents 50% of the NEO`s total target AIP, ranged from 0% for CSCA to 98.6% for CSCI.
2021 AIP Financial Targets and Actual Results
| IN $MILLIONS | METRIC | TARGET | ACTUAL | PAYOUT (% of TARGET) | ||||||||
| CORPORATE | Revenue | $4,256.9 | $4,103.8 | 82.0% | ||||||||
| Adj. OI | $567.5 | $471.5 | 57.7% | |||||||||
| CSC AMERICAS | Revenue | $2,794.0 | $2,688.8 | 81.2% | ||||||||
| Adj. OI | $560.6 | $431.7 | 0.0% | |||||||||
| CSC INTERNATIONAL | Revenue | $1,457.0 | $1,415.1 | 85.6% | ||||||||
| Adj. OI | $207.9 | $206.7 | 98.6% | |||||||||
Revenue Threshold/Max is 90%/110% performance for 50%/200% payout; OI Threshold/Max is 80%/120% performance 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 Adjusted Operating Income performance for 2021 was $471.5 million, which consisted of $410.4 million profit from operations as reported in our financial statements, plus $61.1 million of net, non-operational adjustments reviewed and approved by the Audit Committee of the Board. These adjustments primarily included $213.2 million of amortization expense and $173.1 million of impairment charges, offset by a net $365.2 million of unusual litigation receipts primarily driven by Alychlo NV and Holdco I BE NV arbitration. In addition, certain other smaller adjustments were made related primarily to acquisition and integration related charges, restructuring charges, separation and reorganization expenses, acquisitions and divestitures not included in Perrigo’s original plan for 2021 and currency.
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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 Committee in the case of the other NEOs, assessed each NEO against his individual goals and determined the payouts as a percentage of target, as laid out in the table below:
| NEO | Payout on Individual Strategic Objectives Component (% of Target) |
2021 Performance Goals |
2021 Evaluation | |||
| Murray Kessler |
200% | • Reconfigure the Portfolio & Capital Allocation
• Reduce Uncertainty
• Engagement & Sustainability |
In determining Mr. Kessler’s individual strategic objectives payout, the Committee considered Mr. Kessler’s performance as far exceeding expectations in relation to the following three major accomplishments that materially improved the Company’s strategic positioning: • Successfully negotiated the sale of the Generic Prescription Drug business completing final major step in consumer self-care transformation. • Further advanced our consumer self-care strategy redeploying the Rx sale proceeds by entering into an agreement for the €1.8 billion acquisition of HRA Pharma. • Significantly reduced uncertainty by favorably settling the Irish tax dispute, removing a potential exposure of €1.6 billion.
Other important accomplishments include:
• Announced definitive agreement to sell Mexico and Brazil based OTC business as part of margin improvement program and cost savings initiative. • Led the reduction of packaging materials by 164M tons, which far exceeded expectations. • Far exceeded expectations in driving progress in Diversity, Equity & Inclusion initiatives and established new consumer ESG goals.
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| NEO | Payout on Individual Strategic Objectives Component (% of Target) |
2021 Performance Goals |
2021 Evaluation | |||
| Ray Silcock |
175% | • Continue to transform Global Finance organization
• Support Portfolio reconfiguration and reallocation of Capital
• Develop Talent & convert Perrigo to Consumer |
In determining Mr. Silcock’s individual strategic objectives payout, the Committee considered Mr. Silcock’s contribution to the same three major accomplishments as for Mr. Kessler that materially improved the Company’s strategic positioning as exceeding expectations:
· Provided critical support to facilitate the successful sale of the Generic Prescription Drug business completing final major step in consumer self-care transformation. · Further advanced our consumer self-care strategy by supporting the agreement for the acquisition of HRA Pharma. · Significantly reduced uncertainty by providing critical support to the favorable settlement the Irish tax dispute, removing a potential exposure of €1.6 billion.
Other important accomplishments include:
· Completed first phase of finance system upgrade. · Exceeded expectations and made significant improvements to Investor Relations processes. · Appointed new VP Internal Audit and new Corporate Controller. · Pursued change to consumer focus and analyst following.
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| Svend Andersen |
175% | • Sustainable Growth
• Next Normal & Covid Mitigation
• Post-Merger Management & Acquisition Partnership |
In determining Mr. Andersen’s individual strategic objectives payout, the Committee considered the following accomplishments:
• Achieved Core Brand growth and new product launches in segment including successful creation of Direct-to-Consumer platform. • Grew e-Commerce sales ahead of plan.
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| NEO | Payout on Individual Strategic Objectives Component (% of Target) |
2021 Performance Goals |
2021 Evaluation | |||
| • Exceeded expectations by creating and achieved plans to combat COVID-19 challenges, stabilizing and demonstrating strong growth in key regions. • Far exceeded expectations in advancing our consumer self-care strategy by providing support in the acquisition of HRA Pharma. • Far exceeded expectations and completed integration of Sanofi products into Eastern European portfolio. • Successfully eliminated many areas of organizational complexity across CSCI.
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| Todd Kingma |
200% | • Risk/Uncertainty Mitigation
• Support Self-Care/Business Growth Initiatives
• Drive a Compliant Culture |
In determining Mr. Kingma’s individual strategic objectives payout, the Committee considered his contribution to the same three major accomplishments as for Mr. Kessler that materially improved the Company’s strategic positioning as far exceeding expectations:
• Significantly reduced uncertainty by successfully settling or securing dismissals in several complex legal matters including favorably settling the Irish tax dispute, removing a potential exposure of €1.6 billion. • Provided key support for the successful sale of the Generic Prescription Drug business completing final major step in consumer self-care transformation. • Supported the further advancing of our consumer self-care strategy by announcing the acquisition of HRA Pharma. | |||
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| NEO | Payout on Individual Strategic Objectives Component (% of Target) |
2021 Performance Goals |
2021 Evaluation | |||
| • Secured and collected a favorable arbitration award of €355 million in the SPA arbitration.
Other important accomplishments include: • Added additional focus to ESG metrics. • Completed many company-wide activities further establishing and reinforcing Perrigo’s compliance culture and importance of data privacy.
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| Jim Dillard |
100% | • Deliver 2021 New Products for CSCA & CSCI • Improve Innovation pipeline • Support Albuterol plan for return to market |
In determining Mr. Dillard’s individual strategic objectives payout, the Committee considered his strong performance related to the following strategic accomplishments: • Delivered new product launches per the 2021 Plan. • Further developed new product pipeline for future years. • Completed root cause analysis for Albuterol recall and successfully transferred Albuterol IP to Padagis upon sale of Generic Prescription Drug business.
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Additional Bonus for Mr. Kingma
As the Committee evaluated Mr. Kingma’s individual performance, they considered that his overall performance far exceeded expectations. The Committee also gave consideration to the tremendous progress the Company made in successfully resolving several complex legal matters, in which Mr. Kingma played a significant role, including:
| · | Favorably settling the Irish tax dispute for €266.1 million, removing a potential exposure of €1.6 billion. |
| · | Favorably settling the securities litigation related to the Irish tax dispute well within available insurance coverage. |
| · | Securing a favorable arbitration award and collecting €355 million in an arbitration in Belgium. |
| · | Securing dismissals of numerous other product liability and class action claims against the Company. |
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In addition, Mr. Kingma was instrumental in the successful sale of our Generic Prescription Drug business, as well as in securing the binding agreement to acquire HRA Pharma. As previously discussed, these accomplishments significantly reduced uncertainly for the Company, marked the completion of our three-year transformation plan to transform Perrigo into a consumer self-care market leader, and materially strengthen our strategic positioning.
For these reasons, the Committee determined that, in addition to the individual component of the AIP, it wanted to provide Mr. Kingma with an additional $1 million cash bonus award in recognition of these tremendous contributions and the material and positive long-term impact that these contributions will have on Perrigo going forward.
Long-Term Incentive Award Opportunities
Long-term stock-based compensation, awarded under our shareholder-approved Long-Term Incentive Plan (LTIP), is intended to motivate and reward Perrigo employees, including the NEOs, for creating sustainable, long-term value, as reflected in the total shareholder return of Perrigo stock. Awards under the LTIP may be in the form of incentive stock options, non-statutory stock options, stock appreciation rights or stock awards, including restricted shares or restricted stock units, or performance stock 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 long-term performance of Perrigo’s shares. In addition to share price performance, PSUs are only earned if specific, measurable financial and/or market-based performance-conditioned goals are achieved over the applicable performance periods.
The Committee sets stock-based award levels after consideration of an NEO’s position, review of market competitive reward and grant practices, and the aggregate expense to Perrigo.
During our regularly scheduled meetings in the first quarter of the calendar year, the independent directors approve all regular annual stock-based awards for the CEO, and the Committee approves all stock-based awards for the other NEOs, as well as the maximum potential total grants for other employee levels. All regular annual stock-based awards are granted on, and priced upon, the closing price of Perrigo stock on the fifth trading day after Perrigo publicly releases its year-end earnings.
Off-cycle stock-based awards may be granted at various times during the year to new hires or to existing non-executive employees under special circumstances (e.g., promotions, retention, performance, etc.) through the shareholder-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 CEO with the approval of the Committee and to the CEO with the approval of the independent directors as permitted under the LTIP. Such awards are priced at the closing price of Perrigo’s shares on the day the awards are granted. No such awards were granted to the CEO or NEOs in 2021.
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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, only 62% of the 2019 – 2021 LTIP award of our NEOs was realized.
*For both RSUs and PSUs, based on the closing share price on date of vest (March 4, 2022) of $37.23. For OI-PSUs, considers actual payout of 98%, and for rTSR-PSUs payout of 0%. In the case of Mr. Silcock, only 58% of his 2019 – 2021 LTIP award was realized given his date of grant as a new joiner was different than the rest of NEOs. Analysis excludes Mr. Kochan as he separated from the business in July of 2021.
PSU Performance Cycles Ending in 2021
2019-2021 Adjusted OI PSUs (50% of Target Award). 2021 was the last year of the three-year performance period for the 2019-2021 Adjusted OI PSUs. Vesting credit for each of the three respective years was 112%, 125%, and 58% of target PSUs. The final vesting was 98% and was determined by averaging the vesting credit for each of the 3 years in the 3-year performance period.
2019-2021 rTSR PSUs (20% of Target Award). 2021 was the last year of the three-year performance period for the 2019-2021 rTSR PSUs. The Company’s relative TSR was below the 30th percentile versus the applicable peer group (Perrigo ranked 11th out of 14 companies), and therefore no shares were earned under this award.
Information regarding fiscal 2019 grant is included in footnote 4 to the Outstanding Equity Awards at 2021 Year End table on page 49. The actual number of restricted stock units that vested in 2021 for each of our NEOs is listed under Number of Shares Acquired on Vesting in the Option Exercises and Stock Vested in 2021 table on page 50.
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2021 – 2023 Regular Annual LTIP Awards. All of the NEOs received their target annual LTIP award for 2021, which consisted of 50% Adj. OI-PSUs that may be earned based on achievement of Adj OI growth goals (from fiscal 2021 through fiscal 2023), 20% rTSR-PSUs that may be earned based on our Relative Total Shareholder Return (“rTSR”) performance versus the companies in the S&P 500 from 2021 through 2023, and 30% RSUs vesting over three years. The table and chart below show the LTIP award values granted in fiscal 2021 for each of the NEOs.
| 2021 – 2023 Target Awards | ||||||||
| Named Executive Officer | Adj. OI-PSUs (50%) |
rTSR-PSUs (20%) |
RSUs (30%) |
Target Total Grant Value (100%) | ||||
| Mr. Kessler |
$3,875,000 | $1,550,000 | $2,325,000 | $7,750,000 | ||||
| Mr. Silcock |
$1,000,000 | $400,000 | $600,000 | $2,000,000 | ||||
| Mr. Andersen |
$700,000 | $280,000 | $420,000 | $1,400,000 | ||||
| Mr. Kingma |
$700,000 | $280,000 | $420,000 | $1,400,000 | ||||
| Mr. Dillard |
$550,000 | $220,000 | $330,000 | $1,100,000 | ||||
*Award amounts were determined based on the closing price of Perrigo ordinary shares on the date of grant.
2021-2023 Adjusted Operating Income PSUs (Adj. OI-PSUs)
Fifty percent of each executive’s target annual grant value is in the form of Adj. OI-PSUs. The number of Adj. OI-PSUs to be earned for the 2021 grant is dependent on Perrigo’s average performance vest credit during the three-year performance period of January 1, 2021 through December 31, 2023.
The Board sets challenging target goals based on the annual financial plan. Earned awards, if any, can range from 0% to 200% of the target number of shares granted and will vest and pay out approximately three years from the grant date, following certification of performance by the Committee.
The Committee selected Adj. 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. 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, and fixed, growth rate (i.e., +5%) over the prior year’s actual Adj. OI.
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The per-share accounting cost of the Adj. OI-PSUs is based on the stock price on the grant date. The ultimate expense for the Adj. OI-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 2021 share-based grants is presented in the Grants of Plan-Based Awards for 2021 table on page 47.
2021-2023 Relative Total Shareholder Return (“rTSR”) PSUs
Twenty percent of each executive’s target annual grant value is in the form of rTSR PSUs. The number of rTSR PSUs to be earned for the 2021 grant is dependent on Perrigo’s rTSR performance versus the companies in the S&P 500 over the three-year performance period of January 1, 2021 through December 31, 2023.
The Committee approved the continued use of rTSR as a performance metric in the performance-based equity mix as a way of directly aligning the interests of the executive team with the long-term market performance of Perrigo’s shares. The Committee believes the use of rTSR-PSUs in the LTIP mix further aligns executive interests with that of shareholders. The inclusion of rTSR-PSUs in the overall LTIP mix elevates the percentage of each executive’s annual LTI award that is subject to measurable performance achievement, and also provides a relative external performance metric to balance the internal performance metric of Adj. OI growth.
For the 2021 grant, the number of rTSR-PSUs that may be earned is based on our relative total shareholder return versus the constituents of the S&P 500, measured cumulatively over the three-year performance period. Total shareholder return for Perrigo and the peer companies is calculated using an average of adjusted closing prices for the 20-trading day periods starting on the first and ending on the last day of the performance period (January 1, 2021 and December 31, 2023, respectively, for the 2021 rTSR-PSUs). Earned shares can range from 0 to 200% of the target number of rTSR-PSUs, as outlined in the following table.
| 2021-2023 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 is 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.
Sharon Kochan, former Executive Vice President, President, Rx
In July 2021, we completed the final major step in our consumer self-care transformation by selling our Generic Prescription Drug business to Altaris Capital for approximately $1.55 billion. As a result, Sharon Kochan’s employment relationship with Perrigo Company plc as EVP & President of Perrigo Rx ended.
Prior to entry into the Generic Prescription Drug business sale agreement, as part of our regular compensation review process in 2021 and based on the Committee’s review of the compensation market data and
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assessment of individual performance in the prior year, Mr. Kochan received an increase in base pay of 2.5% and a regular long-term incentive target award of $1.1M, the composition of which was the same as all other NEOs as outlined on page 39 under “2021 Regular LTIP Awards”
Under Israeli law, Mr. Kochan, an Israeli resident, was entitled to certain separation payments upon his termination of employment from Perrigo. These amounts are included in the “All Other Compensation” column of the Summary Compensation Table, the details of which can be found on page 45.
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 |
| • | Executive Vice President: 3 times base salary |
| • | Senior Vice President: 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 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 but earned PSUs or RSUs that have not been forfeited, and (b) unvested service-based restricted shares or RSUs 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 PSUs 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 or she is restricted from selling more than 50% of the net shares received following the vesting of any service-based or PSUs or RSUs 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.
As of the end of 2021, all of our executive officers, including our NEOs, were in compliance with these guidelines, either by satisfying applicable ownership levels or complying with the retention requirements.
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Clawback Policy
Our AIP and 2019 LTIP (including in the LTIP grant documents) include claw-back provisions that allow Perrigo to recover 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
Our insider trading policy prohibits 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, as well as from pledging Perrigo securities as collateral for a loan. In addition, the 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’s request, FW Cook, the Committee’s independent consultant, conducted an assessment of Perrigo’s compensation policies and practices for 2021 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, based on an inventory of such plans that management provided to FW Cook) and long-term incentive arrangements (including stock option, restricted stock unit and PSU design, as well as potential mitigating factors such as stock ownership requirements, caps on incentive plan payouts, and recoupment policies).
After considering FW Cook’s assessment, the Committee 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.
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 Perrigo 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 NEOs.
Executive Benefits. We provide a limited number of perquisites to our NEOs. Benefits may include executive physical exams, relocation benefits, pension benefits and financial counseling/tax advice.
Non-Qualified Deferred Compensation Plan. We maintain a Non-Qualified Deferred Compensation Plan (the “Deferred Compensation Plan”) that allows certain executives, including the 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
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participant’s account under the Tax-Qualified Plan to a specified dollar amount, which was $58,000 for 2021. Code Section 401(a)(17) limits total compensation that can be considered under the Tax-Qualified Plan. This limit is currently $290,000. Due to these limits, certain Perrigo employees would not receive profit-sharing contributions and matching contributions under the Tax-Qualified Plan on their full compensation. Therefore, we provide affected employees who contribute to the Deferred Compensation Plan, including the NEOs, a company match and a profit-sharing contribution under the Deferred Compensation Plan that they would have been eligible for under the Tax-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 and non-U.S. executives, such as Mr. Andersen and Mr. Kochan, where local laws require it. We entered into an employment agreement with Mr. Kessler when he was appointed as President and CEO in October 2018. The key compensation terms of this agreement are summarized below. In December 2019, based on Svend Andersen’s move to Belgium and based on Belgian law, we terminated Mr. Andersen’s U.K. agreement and replaced it with a Belgian agreement. The key compensation terms of Mr. Andersen’s agreement are also summarized below. Mr. Kochan’s agreement became effective September 1, 2016 and ended on July 6, 2021 in connection with the Generic Prescription Drug business sale. The key compensation terms of Mr. Kochan’s agreement are also summarized below.
Post-employment payments under employment agreements, as applicable, and the Executive Committee Severance Policy, are presented in the section entitled “Potential Payments Upon Termination or Change in Control” beginning on page 52.
All other NEOs, except Mr. Andersen and Mr. Kochan, are subject to our general severance policy.
Mr. Kessler
Mr. Kessler’s employment agreement became effective on October 8, 2018. Consistent with our emphasis on performance-based pay, the majority of Mr. Kessler’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. Kessler’s compensation includes: 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 provides 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 contains 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.
If Mr. Kessler 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-based awards. The circumstances under which severance benefits are triggered and the resulting payouts are generally consistent with market practices.
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 now provides for
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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 (the “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 remains subject to automatic renewal thereafter for one-year periods unless either party provides 180 days’ prior notice of non-renewal. The Amended Agreement maintains 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 Long-Term Incentive Plan will be no less than $9,750,000. Under the Amended Agreement, a notice of non-renewal timely sent by Perrigo Management Company will not be considered a Termination for severance purposes.
Except as described above, the terms of Mr. Kessler’s ongoing employment remain materially unchanged from his Employment Agreement, dated October 8, 2018, as amended on February 13, 2019.
Mr. Andersen
Mr. Andersen’s current Belgian management agreement became effective in December 2019. In accordance with his management agreement, Mr. Andersen’s compensation includes a base salary; participation in the AIP; annual grants of equity under the LTIP; and an additional fee to use for travel.
The management agreement has an indefinite term and will continue unless Mr. Andersen provides six months’ prior notice of termination or the Company provides three months’ prior notice of termination. The agreement contains confidentiality provisions as well as non-competition and non-solicitation provisions, ranging from one year to two years from the date of termination of his agreement.
Mr. Kochan
Mr. Kochan’s employment agreement became effective on September 1, 2016. In accordance with his employment agreement, Mr. Kochan’s compensation included a base salary; participation in the AIP Plan; and annual grants under the LTI Plan.
The employment agreement had an indefinite term and would continue unless either party provides 18 months’ prior notice of termination. The agreement contains non-disclosure restrictions for three years from the date of termination of his employment and non-competition and non-solicitation restrictions for six months from the date of termination of his employment.
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Summary Compensation Table
The following table summarizes the compensation of our named executive officers for 2021, 2020, and 2019.
Summary Compensation Table
| Name and Principal Position | Fiscal Year |
Salary($) | Bonus($) (1) | Stock Awards($)(2) |
Option Awards($)(3) |
Non-Equity Incentive Plan Compensation($)(4) |
All Other Compensation($)(5) |
Total($) | ||||||||
| Murray S. Kessler CEO, President |
2021 | 1,236,000 | — | 7,749,994 | — | 1,444,014 | 99,253 | 10,529,261 | ||||||||
| 2020 | 1,219,500 | — | 7,749,982 | — | 1,928,593 | 69,155 | 10,967,230 | |||||||||
| 2019 | 1,200,000 | — | 7,750,010 | — | 1,791,436 | 66,326 | 10,807,772 | |||||||||
| Raymond P. Silcock EVP, CFO |
2021 | 678,287 | — | 2,000,002 | — | 481,950 | 42,792 | 3,203,032 | ||||||||
| 2020 | 664,625 | — | 1,999,974 | — | 636,443 | 58,378 | 3,359,420 | |||||||||
| 2019 | 500,000 | 500,000 | 2,000,033 | — | 471,775 | 8,400 | 3,480,208 | |||||||||
| James Dillard III EVP President CSCA |
2021 | 605,558 | — | 1,100,036 | — | 311,694 | 82,103 | 2,099,391 | ||||||||
| 2020 | 625,400 | — | 1,099,975 | — | 465,143 | 113,652 | 2,304,170 | |||||||||
| 2019 | 529,266 | — | 1,700,002 | — | 437,677 | 47,848 | 2,714,794 | |||||||||
| Svend Andersen EVP, President CSCI(6) |
2021 | 618,980 | — | 1,400,039 | — | 465,148 | 96,657 | 2,580,823 | ||||||||
| 2020 | 651,400 | — | 1,400,048 | — | 366,614 | 103,849 | 2,521,911 | |||||||||
| 2019 | 646,704 | — | 1,399,985 | — | 398,390 | 32,394 | 2,477,473 | |||||||||
| Todd W. Kingma EVP, General Counsel and Secretary |
2021 | 589,032 | 1,000,000 | 1,400,039 | — | 359,648 | 60,719 | 3,409,437 | ||||||||
| 2020 | 573,981 | — | 1,400,048 | — | 461,617 | 62,566 | 2,498,212 | |||||||||
| 2019 | 557,263 | — | 1,399,985 | — | 435,498 | 82,647 | 2,475,393 | |||||||||
| Sharon Kochan EVP, President Rx |
2021 | 349,360 | — | 1,100,036 | — | 0 | 1,340,626 | 2,790,022 | ||||||||
| 2020 | 662,451 | — | 1,099,975 | — | 344,468 | 224,949 | 2,331,842 | |||||||||
| 2019 | 602,517 | — | 975,042 | — | 349,496 | 207,649 | 2,134,703 |
1) Represents any cash bonus with the exception of the Annual Bonus (captured in the column “Non-Equity Incentive Plan Compensation”): for Mr. Silcock, a sign-on bonus of $500,000 in 2019. For Mr. Kingma, an additional bonus of $1,000,000 in 2021.
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 2021 table for additional information regarding the full grant date fair value for all stock awards. Additional weighted average valuation assumptions related to stock awards are included in the shareholders’ equity note of the audited financial statements included in our Annual Report on Form 10-K for the fiscal years ended December 31, 2021, December 31, 2020 and December 31, 2019.
3) 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 option awards are included in the shareholders’ equity note of the audited financial statements included in our Annual Reports on Form 10-K for the fiscal year ended December 31, 2021.
4) The compensation amounts set forth in the “Non-Equity Incentive Plan Compensation” column represent the Annual Incentive Plan (AIP) bonus earned for the relevant fiscal year period as described in the Compensation Discussion and Analysis section entitled 2021 Executive Compensation Program in Detail – Annual Incentive Award Opportunities.
5) The following table discloses the compensation amounts set forth in the “All Other Compensation” column of the Summary Compensation Table.
6) Amounts paid to Mr. Andersen, Mr. Dillard and Mr. Kochan were converted to U.S. dollars based on foreign currency exchange rates on December 31, 2021.
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All Other Compensation Detail
| Name | Perquisites and Other Personal Benefits($)(1) |
Registrant Contributions to Defined Contribution Plans ($)(2) |
Registrant Contributions to Non-Qualified Plans ($) |
Executive Long-Term Disability ($)(3) |
Severance ($)(4) | Total ($) | ||||||
| Murray S. Kessler |
0 | 17,250 | 82,003 | 0 | 0 | 99,253 | ||||||
| Raymond P. Silcock |
0 | 17,250 | 25,542 | 0 | 0 | 42,792 | ||||||
| James Dillard III(4) |
21,623 | 60,480 | 0 | 0 | 0 | 82,103 | ||||||
| Svend Andersen(4) |
96,657 | 0 | 0 | 0 | 0 | 96,657 | ||||||
| Todd W. Kingma |
0 | 17,250 | 43,469 | 0 | 0 | 60,719 | ||||||
| Sharon Kochan(4)(5) |
61,658 | 58,797 | 0 | 0 | 1,220,171 | 1,340,626 |
1) For Mr. Andersen, represents a contractual management fee. For Mr. Dillard, represents a car allowance for the time he was in Ireland, which is in accordance with local benefit policy for management and executive roles. For Mr. Kochan, represents a car allowance, education fund, holidays and meals, as provided in accordance with local policy.
2) Represents the Company’s contributions to 401(k) and Profit-Sharing Plans. For Mr. Dillard, also represents Perrigo’s contribution into Irish pension scheme. For Mr. Kochan, also represents Perrigo’s contribution into Israeli pension scheme.
3) Represents executive long-term disability plan premiums paid by the Company.
4) Amounts paid to Mr. Andersen, Mr. Dillard and Mr. Kochan were converted to U.S. dollars based on foreign currency exchange rates on December 31, 2021.
5) For Mr. Kochan, represents a severance payment, which is in accordance with local benefit policy and based on the 18-month notice period contained in his employment agreement.
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Grants of Plan-Based Awards for 2021
The following table provides information regarding equity and non-equity awards granted to the named executive officers during 2021.
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards(3) |
Estimated Future Payouts Under Equity Incentive Plans(4) |
All
|
All Other
|
Exercise
|
Grant Date
| |||||||||||||||||||
| Name | Grant Date(1) |
Award Date(2) |
Threshold ($) |
Target ($) |
Maximum ($) |
Threshold (#) |
Target (#) |
Maximum (#) | ||||||||||||||||
| Murray S. Kessler | — | — | 772,500 | 1,545,000 | 3,090,000 | — | — | — | — | — | — | — | ||||||||||||
| 3/5/2021(8) | 2/22/2021 | — | — | — | 18,884 | 37,768 | 75,536 | — | — | — | 1,549,999 | |||||||||||||
| 3/5/2021(9) | 2/22/2021 | — | — | — | 47,210 | 94,420 | 188,840 | — | — | — | 3,874,997 | |||||||||||||
| 3/5/2021 | 2/22/2021 | — | — | — | — | — | 56,652 | — | — | 2,324,998 | ||||||||||||||
| Raymond P. Silcock | — | — | 272,400 | 544,800 | 1,089,600 | — | — | — | — | — | — | — | ||||||||||||
| 3/5/2021(8) | 2/22/2021 | — | — | — | 4,874 | 9,747 | 19,494 | — | — | — | 399,996 | |||||||||||||
| 3/5/2021(9) | 2/22/2021 | — | — | — | 12,183 | 24,366 | 48,732 | — | — | — | 1,000,016 | |||||||||||||
| 3/5/2021 | 2/22/2021 | — | — | — | — | — | 14,620 | — | — | 600,020 | ||||||||||||||
| Svend Andersen | — | — | 241,915 | 483,830 | 967,659 | — | — | — | — | — | — | — | ||||||||||||
| 3/5/2021(8) | 2/22/2021 | — | — | — | 3,412 | 6,823 | 13,646 | — | — | — | 280,016 | |||||||||||||
| 3/5/2021(9) | 2/22/2021 | — | — | — | 8,529 | 17,057 | 34,114 | — | — | — | 700,019 | |||||||||||||
| 3/5/2021 | 2/22/2021 | — | — | — | — | — | 10,234 | — | — | 420,003 | ||||||||||||||
| James Dillard III | — | — | 212,142 | 424,283 | 848,566 | — | — | — | — | — | — | — | ||||||||||||
| 3/5/2021(8) | 2/22/2021 | — | — | — | 2,681 | 5,361 | 10,722 | — | — | — | 220,015 | |||||||||||||
| 3/5/2021(9) | 2/22/2021 | — | — | — | 6,701 | 13,402 | 26,804 | — | — | — | 550,018 | |||||||||||||
| 3/5/2021 | 2/22/2021 | — | — | — | — | — | 8,041 | — | — | 330,003 | ||||||||||||||
| Todd W. Kingma | — | — | 192,400 | 384,800 | 769,600 | — | — | — | — | — | — | — | ||||||||||||
| 3/5/2021(8) | 2/22/2021 | — | — | — | 3,412 | 6,823 | 13,646 | — | — | — | 280,016 | |||||||||||||
| 3/5/2021(9) | 2/22/2021 | — | — | — | 8,529 | 17,057 | 34,114 | — | — | — | 700,019 | |||||||||||||
| 3/5/2021 | 2/22/2021 | — | — | — | — | — | 10,234 | — | — | 420,003 | ||||||||||||||
| Sharon Kochan | — | — | 180,765 | 361,530 | 723,060 | — | — | — | — | — | — | — | ||||||||||||
| 3/5/2021(8) | 2/22/2021 | — | — | — | 2,681 | 5,361 | 10,722 | — | — | — | 220,015 | |||||||||||||
| 3/5/2021(9) | 2/22/2021 | — | — | — | 6,701 | 13,402 | 26,804 | — | — | — | 550,018 | |||||||||||||
| 3/5/2021 | 2/22/2021 | — | — | — | — | — | 8,041 | — | — | 330,003 | ||||||||||||||
1) Actual date of grant.
2) Date on which the Talent & Compensation Committee approved the award.
3) These columns show the dollar range of potential payout for fiscal 2021 performance under the Annual Incentive Bonus Plan as described in the section titled 2021 Executive Compensation Program in Detail in the Compensation Discussion and Analysis. The target values are based on a percentage of each executive’s salary. The maximum incentive award opportunity for any individual participant was 200% of the target award. In addition, the Talent & Compensation Committee, or the Board in the case of the CEO, had the discretion to adjust any named executive officer’s award up by as much as 50% or down by as much as 100% based on individual performance. The actual payments for fiscal 2021 non-equity incentive awards are shown in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.”
4) These columns show the range of performance-based restricted stock units that were granted in fiscal 2021 and that could be earned in fiscal 2024 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 2021 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 2021 fiscal performance-based restricted stock units granted on March 5, 2021, was $41.04 per share. These awards, to the extent earned, vest at the end of the year performance period.
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5) This column shows the service-based restricted stock units granted during 2021. These award vest in three equal installments on each grant anniversary.
6) No stock options were granted during 2021.
7) Amounts are computed in accordance with U.S. GAAP and are included in the Summary Compensation Table in the applicable columns titled “Stock Awards” and “Option Awards.” For performance-based restricted stock units, the amounts disclosed are computed based on a target performance of 100%, which is the probable outcome of the relevant performance conditions as of the grant date.
8) Grant of rTSR performance-based restricted stock units.
9) Grant of OI performance-based restricted stock units.
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Outstanding Equity Awards at 2021 Year End
The following table sets forth information detailing the outstanding equity awards held on December 31, 2021, by each of our NEOs.
| Option Awards | Stock Awards | |||||||||||||||||
| Name | Option / Stock Award Grant Date(1) |
Number of Securities Underlying Unexercised Options (#) Exercisable(2) |
Number of Securities Underlying Unexercised Options (#) Unexercisable(2) |
Option Exercise Price ($) |
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) | |||||||||
| Murray S. Kessler |
10/8/2018 | 110,074 | 0 | 72.80 | 10/8/2028 | 0 | 0 | 0 | 0 | |||||||||
| 3/6/2019 | 0 | 0 | — | — | 16,384 | 637,338 | 113,329 | 4,408,498 | ||||||||||
| 3/5/2020 | 0 | 0 | — | — | 28,120 | 1,093,868 | 94,437 | 3,673,599 | ||||||||||
| 3/5/2021 | 0 | 0 | — | — | 56,652 | 2,203,763 | 118,969 | 4,627,894 | ||||||||||
| Raymond P. Silcock |
4/5/2019 | 0 | 0 | — | — | 3,963 | 154,161 | 27,415 | 1,066,444 | |||||||||
| 3/5/2020 | 0 | 0 | — | — | 7,256 | 282,258 | 24,371 | 948,032 | ||||||||||
| 3/5/2021 | 0 | 0 | — | — | 14,620 | 568,718 | 30,702 | 1,194,308 | ||||||||||
| Svend Andersen |
6/6/2017 | 13,075 | 0 | 70.34 | 6/6/2027 | 0 | 0 | 0 | 0 | |||||||||
| 3/8/2018 | 11,674 | 0 | 85.06 | 3/8/2028 | 0 | 0 | 0 | 0 | ||||||||||
| 3/6/2019 | 0 | 0 | — | — | 2,959 | 115,105 | 20,472 | 796,361 | ||||||||||
| 3/5/2020 | 0 | 0 | — | — | 5,080 | 197,612 | 17,060 | 663,634 | ||||||||||
| 3/5/2021 | 0 | 0 | — | — | 10,234 | 398,103 | 21,492 | 836,039 | ||||||||||
| James Dillard III |
2/7/2019 | 0 | 0 | — | — | 4,297 | 167,153 | 0 | 0 | |||||||||
| 3/6/2019 | 0 | 0 | — | — | 2,325 | 90,443 | 16,085 | 625,707 | ||||||||||
| 3/5/2020 | 0 | 0 | — | — | 3,991 | 155,250 | 13,404 | 521,416 | ||||||||||
| 3/5/2021 | 0 | 0 | — | — | 8,041 | 312,795 | 16,887 | 656,904 | ||||||||||
| Todd W. Kingma |
8/23/2012 | 8,576 | 0 | 108.62 | 8/23/2022 | 0 | 0 | 0 | 0 | |||||||||
| 8/22/2013 | 7,182 | 0 | 119.78 | 8/22/2023 | 0 | 0 | 0 | 0 | ||||||||||
| 8/21/2014 | 7,133 | 0 | 147.75 | 8/21/2024 | 0 | 0 | 0 | 0 | ||||||||||
| 2/26/2016 | 10,971 | 0 | 129.23 | 2/26/2026 | 0 | 0 | 0 | 0 | ||||||||||
| 6/6/2017 | 20,189 | 0 | 70.34 | 6/6/2027 | 0 | 0 | 0 | 0 | ||||||||||
| 3/8/2018 | 15,945 | 0 | 85.06 | 3/8/2028 | 0 | 0 | 0 | 0 | ||||||||||
| 3/6/2019 | 0 | 0 | — | — | 2,959 | 115,105 | 20,472 | 796,361 | ||||||||||
| 3/5/2020 | 0 | 0 | — | — | 5,080 | 197,612 | 17,060 | 663,634 | ||||||||||
| 3/5/2021 | 0 | 0 | — | — | 10,234 | 398,103 | 21,492 | 836,039 | ||||||||||
| Sharon Kochan |
8/23/2012 | 5,886 | 0 | 108.62 | 8/23/2022 | 0 | 0 | 0 | 0 | |||||||||
| 8/22/2013 | 6,245 | 0 | 119.78 | 8/22/2023 | 0 | 0 | 0 | 0 | ||||||||||
| 8/21/2014 | 6,029 | 0 | 147.75 | 8/21/2024 | 0 | 0 | 0 | 0 | ||||||||||
| 2/26/2016 | 7,461 | 0 | 129.23 | 2/26/2026 | 0 | 0 | 0 | 0 | ||||||||||
| 6/6/2017 | 13,075 | 0 | 70.34 | 6/6/2027 | 0 | 0 | 0 | 0 | ||||||||||
| 4/3/2018 | 9,681 | 0 | 82.82 | 4/3/2028 | 0 | 0 | 0 | 0 | ||||||||||
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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.
2) All stock option awards vest one-third per year over three years beginning on the anniversary of the grant date, except the option award granted to Mr. Kessler, which 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 31, 2021, which was $38.9.
4) Performance-based restricted stock units are earned and vest, if at all, at the end of, and depending on, our performance over three full years for the fiscal 2019, 2020 and 2021 grants, as more fully described in the section entitled 2021 Executive Compensation Program in Detail – Long-Term Incentive Award Opportunities in the Compensation Discussion and Analysis. As of December 31, 2021, the number of unearned units for the 2019 award was calculated using vesting credits of 112%, 125% and 58% for 2019, 2020 and 2021, respectively. The 2019 award is deemed vested at the end of the performance period and will be settled in March 2022. The number of unearned units for the 2020 award was calculated using vesting credits 125% and 58% for 2020 and 2021, respectively, and assuming 100% for 2022; the number of unearned units for the 2021 award was calculated using a vesting credit of 58% for 2021, and assuming 100% for 2022 and 2023.
Option Exercises and Stock Vested in 2021
The following table provides information for each NEO concerning the vesting of restricted stock during 2021. No NEO exercised options in 2021.
| Stock Awards | ||||
| Name | Number of Shares Acquired on Vesting (#)(1) |
Value Realized on Vesting ($)(2) | ||
| Murray S. Kessler | 30,446 | 1,249,504 | ||
| Raymond P. Silcock | 7,593 | 309,040 | ||
| Svend Andersen | 11,043 | 457,528 | ||
| James Dillard III | 8,619 | 362,533 | ||
| Todd W. Kingma | 13,071 | 542,339 | ||
| Sharon Kochan | 70,033 | 3,236,791 | ||
1) Represents service-based restricted stock 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 2021
The Deferred Compensation Plan allows participants to defer as much as 80% of base salary and 100% of incentive compensation. Participation in the plan is limited to the executive officers (including the 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. These measurement funds mirror the investment choices available in our 401(k) Plan, with the exception of Company stock, which is not an investment option in the Deferred Compensation 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-year delay. Participants may elect in-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’s in-service distribution was not paid prior to a separation from service, the in-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.
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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 FY ($)* |
Aggregate Withdrawals/ Distributions ($) |
Aggregate Balance at Last FY ($)(3) | |||||
| Murray S. Kessler | 0 | 82,003 | 17,292 | 0 | 190,111 | |||||
| Raymond P. Silcock | 0 | 25,542 | 5,625 | 0 | 61,593 | |||||
| James Dillard III | 0 | 0 | 139 | 0 | 1,381 | |||||
| Svend Andersen | 0 | 0 | 0 | 0 | 0 | |||||
| Todd W. Kingma | 57,942 | 43,469 | 37,155 | 0 | 2,416,779 | |||||
| Sharon Kochan | 0 | 0 | 175,585 | 1,842,972 | 0 |
1) Of the total amounts shown in this column, the following amounts are included in the Summary Compensation Table as 2021 salary: Mr. Kingma, $11,780.64; and the following additional amounts are included for 2021 in the Summary Compensation Table in the column entitled Non-Equity Incentive Plan Compensation: Mr. Kingma, $46,161.65.
2) These amounts are included in the Summary Compensation Table as All Other 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 2020): Mr. Kingma, $11,479.68; (ii) Non-Equity Incentive Plan Compensation (for fiscal year 2020): Mr. Kingma, $43,549.80; (i) Salary (for fiscal year 2019): Mr. Kingma, $11,145.24; (ii) Non-Equity Incentive Plan Compensation (for fiscal year 2019): Mr. Kingma, $22,903.80.
*We do not pay above-market or preferential interest or earnings on amounts deferred under the Deferred Compensation Plan.
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Potential Payments Upon Termination or Change in Control
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Potential Payments Upon Termination or Change in Control
All of our current NEOs participate in our AIP and LTIP and have the ability to participate in our Deferred Compensation Plan. In addition, all of our current NEOs, other than Mr. Kessler and Mr. Andersen, are covered by our U.S. Severance Policy, our Change in Control Severance Policy for U.S. Employees, and through January 15, 2020, by our Executive Committee Severance Policy. These plans and policies may require us to provide compensation to these officers in the event of a termination of employment or a change-in-control of Perrigo. Mr. Kessler’s agreement provides that he would receive compensation under his employment agreement in the event of a termination of employment or a change-in-control of Perrigo; however, any severance benefits payable under that agreement will only occur in the event of a termination of employment that, when following a change-in-control of Perrigo, results in a “double trigger” for severance benefits. The Talent & Compensation Committee retains discretion to provide 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 NEO, in addition to the amounts shown in the Non-Qualified Deferred Compensation in 2021 table on page 50 in the event of his termination resulting from various scenarios and assuming a termination date of December 31, 2021, the last business day of 2021, and a stock price of $38.9, our closing stock price on that date. For Mr. Kochan, this table shows actual benefits received upon the termination of his employment in July 2021. Assumptions and explanations of the numbers included in the table below are set forth in the footnotes to, and in additional text following, the table.
| Name and Benefits | Change in Control(1) ($) |
Death, Disability, Retirement(2) ($) |
Termination for Cause or Without Good Reason ($) |
Termination Without Cause or for Good Reason(3) ($) |
Involuntary Termination for Economic Reasons(3) ($) | |||||
| Murray S. Kessler |
||||||||||
| Cash |
7,107,000 | 1,545,000 | — | 5,716,500 | 5,716,500 | |||||
| Equity Awards |
||||||||||
| Service-Based Restricted Stock |
3,934,968 | 3,934,968 | — | 3,200,381 | 3,200,381 | |||||
| Performance-Based Restricted Stock |
13,432,287 | 12,709,992 | — | 4,801,933 | 4,801,933 | |||||
| Stock Options |
— | — | — | — | — | |||||
| Other Benefits |
0 | — | — | 0 | 0 | |||||
|
| ||||||||||
| Total Estimated Incremental Value |
24,474,255 | 18,189,960 | — | 13,718,814 | 13,718,814 | |||||
|
| ||||||||||
| Raymond P. Silcock |
||||||||||
| Cash |
3,541,200 | 544,800 | — | 1,770,600 | 1,770,600 | |||||
| Equity Awards |
||||||||||
| Service-Based Restricted Stock |
1,005,137 | 1,005,137 | — | 815,577 | 815,577 | |||||
| Performance-Based Restricted Stock |
3,394,297 | 3,208,783 | — | 1,188,590 | 1,188,590 | |||||
| Stock Options |
— | — | — | — | — | |||||
| Other Benefits(4) |
15,000 | — | — | 15,000 | 15,000 | |||||
|
| ||||||||||
| Total Estimated Incremental Value |
7,955,634 | 4,758,720 | — | 3,789,767 | 3,789,767 | |||||
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| 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(4) ($) | |||||
| Svend Andersen |
||||||||||
| Cash |
1,243,456 | 466,296 | — | 621,728 | 621,728 | |||||
| Equity Awards |
||||||||||
| Service-Based Restricted Stock |
710,820 | 710,820 | — | 578,132 | 578,132 | |||||
| Performance-Based Restricted Stock |
2,426,543 | 2,296,034 | — | 867,431 | 867,431 | |||||
| Stock Options |
— | — | — | — | — | |||||
| Other Benefits |
0 | — | — | 0 | 0 | |||||
|
| ||||||||||
| Total Estimated Incremental Value |
4,380,819 | 3,473,149 | — | 2,067,291 | 2,067,291 | |||||
|
| ||||||||||
| James Dillard III |
||||||||||
| Cash |
4,646,439 | 424,283 | — | 2,323,219 | 2,323,219 | |||||
| Equity Awards |
||||||||||
| Service-Based Restricted Stock |
725,641 | 725,641 | — | 621,389 | 621,389 | |||||
| Performance-Based Restricted Stock |
1,906,528 | 1,804,026 | — | 681,567 | 681,567 | |||||
| Stock Options |
— | — | — | — | — | |||||
| Other Benefits(4) |
15,000 | — | — | 15,000 | 15,000 | |||||
|
| ||||||||||
| Total Estimated Incremental Value |
7,293,607 | 2,953,950 | — | 3,641,175 | 3,641,175 | |||||
|
| ||||||||||
| Todd W. Kingma |
||||||||||
| Cash |
2,723,200 | 384,800 | — | 1,361,600 | 1,361,600 | |||||
| Equity Awards |
||||||||||
| Service-Based Restricted Stock |
710,820 | 710,820 | — | 578,132 | 578,132 | |||||
| Performance-Based Restricted Stock |
2,426,543 | 2,296,034 | — | 867,431 | 867,431 | |||||
| Stock Options |
— | — | — | — | — | |||||
| Other Benefits(4) |
15,000 | — | — | 15,000 | 15,000 | |||||
|
| ||||||||||
| Total Estimated Incremental Value |
5,875,563 | 3,391,653 | — | 2,822,163 | 2,822,163 | |||||
|
| ||||||||||
| Sharon Kochan |
||||||||||
| Cash |
— | — | — | 1,220,171 | — | |||||
| Equity Awards |
||||||||||
| Service-Based Restricted Stock |
— | — | — | 1,337,729 | — | |||||
| Performance-Based Restricted Stock |
— | — | — | 1,535,131 | — | |||||
| Stock Options |
— | — | — | — | — | |||||
| Other Benefits |
— | — | — | 0 | — | |||||
|
| ||||||||||
| Total Estimated Incremental Value |
0 | 0 | — | 4,093,030 | 0 | |||||
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1) In the event of a termination in connection with a change in control, all NEOs will receive the double of the standard cash treatment and immediate vesting on all equity vehicles (value at target for PSUs).
2) In the event of death, disability or retirement, all NEOs will receive immediate vesting on all equity vehicles, except for PSUs which will continue to vest until the end of the performance period and payout based on actual performance.
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3) In the event of an involuntary termination for economic reasons, Mr. Kessler’s and Mr. Andersen’s severance treatment is determined by their respective agreements; Mr. Silcock’s, Mr. Dillard’s (from October 12, 2021) and Mr. Kingma’s by the Perrigo Company plc U.S. Severance Policy Amended and Restated Effective February 13, 2019; Mr. Dillard’s (before October 12, 2021) by the Irish Perrigo Severance Programme. RSUs, PSUs and NQSOs will continue to vest for 24 months under their original vesting schedule. PSUs will vest based on actual performance at the end of the original performance periods. The terms of Mr. Kochan’s separation on July 6, 2021 were determined by the Talent & Compensation Committee and are consistent with Israeli law; RSUs, PSUs and NQSOs vested immediately (value at target for PSUs).
4) Other benefits include career transition services up to $15,000 for Mr. Silcock, Mr. Dillard and Mr. Kingma.
Employment Agreement with Chief Executive Officer
Mr. Kessler’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; |
| · | by Perrigo with or without cause (as defined in the agreement); |
Potential Payments Upon Termination or Change in Control
| · | by mutual agreement; or |
| · | 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 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. Kessler is not entitled to health insurance coverage from another employer-provided plan; and |
| · | immediate vesting of all RSUs and NQSOs, and in the case 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 entitled 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 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. |
If Mr. Kessler were terminated for cause, he would receive compensation and benefits earned to date, including payment for unused vacation days. If Mr. Kessler’s employment were terminated for death or
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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).
Payments Under the Annual Incentive Plan
Generally, no portion of the payments under the AIP is considered earned or payable for a particular year unless the NEO is employed by us and in good standing on the last day of the fiscal year. The AIP, however, may require us to make payments to NEOs who are no longer employed by us on the last day of the 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; |
| · | permanent disability as determined by the Talent & Compensation Committee; or |
| · | death. |
Under all circumstances listed above, the NEO, or the executive officer’s estate in the case of death, will be entitled to a pro rata portion of any payment under the AIP for that fiscal year, computed to the date of the termination.
An NEO eligible to receive a post-termination payment under the AIP 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 an NEO terminates employment with us due to death, disability or retirement, the executive officer’s (i) outstanding options will immediately vest in full, (ii) service-vesting restricted stock units (RSUs) will be free of any restriction 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/her fiduciary, beneficiary or conservator, as applicable, at any time prior to their respective expiration dates.
If an NEO is involuntarily terminated for economic reasons, the executive officer may exercise the 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 the 24-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 the 24-month period. Any unvested options, RSUs and PSUs that are not scheduled to vest during that 24-month period will be forfeited on the termination date. If an NEO who is involuntarily terminated for economic reasons should die while the executive officer’s options remain exercisable, the fiduciary of the NEO’s estate or the executive officer’s 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 NEO’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.
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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 NEO and reacquired by Perrigo. Subject to the one-year minimum vesting requirements of the LTIP, we may in our sole discretion waive in whole or in part any or all remaining restrictions with regard to an NEO’s shares.
If an NEO is terminated for cause, any restricted shares or restricted stock units subject to a restriction period will be forfeited and the executive officer’s right to exercise the executive officer’s options will terminate. If within 60 days after an NEO is terminated for any reason, we discover circumstances that would have permitted us to terminate an NEO for cause, any shares, cash or other property paid or delivered to the NEO within 60 days of such termination date will be forfeited and the NEO must repay those amounts to Perrigo.
If the NEO is terminated for any reason other than those described above, the NEO will have the right to exercise the 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 an NEO dies after the termination date while the 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 NEO’s estate or the executive officer’s 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.
Regardless of the vesting requirements that otherwise apply to an award under the LTIP as described above, in the event of a change in control (as defined in the LTIP), options and RSUs outstanding under the LTIP 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 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 Talent & Compensation Committee 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 the Non-Qualified Deferred Compensation Plan
If an NEO is terminated for any reason other than death, the executive officer will receive a termination benefit under the Deferred Compensation Plan equal to the executive officer’s vested account balance. The Non-Qualified Deferred Compensation in 2021 table on page 50 reflects account balances as of the end of 2021.
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This termination benefit will be paid to the NEO in a lump sum or under an annual installment method of up to 15 years, based on the NEO’s choice when the executive officer began participation in the plan or as the executive officer subsequently changed the election. If the NEO did not make an election with respect to method of payment for a termination benefit, the 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 NEO terminates the executive officer’s employment with us.
An NEO’s beneficiary will receive a survivor benefit equal to the NEO’s vested account balance if the NEO dies before the executive officer commences payment under the Deferred Compensation Plan. The survivor benefit will be paid to the NEO’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 NEO’s death occurs or, if later, by the 15th day of the third month following the NEO’s death.
Payments Under the Change in Control Severance Policy for U.S. Employees
On February 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 thereunder as it pertains to a change in incumbent directors. As amended, any director 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 director of the 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 change in control policy provides that upon a qualifying termination of employment within two years following a change in control, a named executive officer (other than the CEO and non-U.S. NEO), would receive a lump sum severance payment equal to two times the sum of the 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 NEO 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 the executive officer is not otherwise entitled to health insurance coverage under another employer-provided plan.
Payments Under the U.S. Severance Policy
On February 13, 2019, we amended and restated our broad-based severance policy for U.S. employees to modify the definition of change in control thereunder as it pertains to a change in incumbent directors. As amended, any director 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 director of the 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.
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Our broad-based severance policy provides that, upon a qualifying termination of employment not within two years following a change in control, an eligible named executive officer, other than the CEO and non-U.S. NEO, would receive a severance payment equal to 52 weeks of the executive officer’s base salary, payable in installments, and a pro rata bonus payment for the year in which the termination occurs, based on actual performance.
In addition, the NEO would receive payment of health insurance premiums for 12 months, but only if the executive officer is not entitled to health insurance coverage under another employer-provided plan.
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Talent & Compensation Committee Report
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Talent & Compensation Committee Report
The Talent & Compensation Committee of our Board of Directors consists of four directors, each of whom is independent, as defined under SEC rules and the NYSE standards.
The Talent & Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” with management. Based on the review and discussions, the Talent & 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 Form 10-K for the fiscal year ended December 31, 2021.
| THE TALENT & COMPENSATION COMMITTEE |
| Jeffrey B. Kindler, Chair |
| Bradley A. Alford |
| Orlando D. Ashford |
| Erica L. Mann |
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, 2021. Shareholder-approved plans include our LTIP, as well as our Employee Stock Option Plan and Non-Qualified Stock Option Plan for Directors, which were replaced by our LTIP.
| (a) | (b) | (c) | ||||
| Plan Category | 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 |
4,335,503(1) | $93.80 | 2,903,985(2) | |||
| Equity compensation plans not approved by shareholders |
— | — | — | |||
| Total |
4,335,503 | $93.80 | 2,903,985 |
1) Of these shares, 1,247,501 were subject to non-qualified stock options, 1,934,202 were subject to unvested restricted stock units and 1,153,800 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
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The CEO pay ratio was calculated in accordance with SEC rules and requirements. We identified our median employee in 2021 using target total cash compensation (base salary plus target bonus) for all individuals, excluding the CEO, who were employed by us on December 31, 2021. We believe target total cash compensation is an appropriate consistently applied compensation measure by which to identify our median paid employee. We excluded 478 individuals in the following jurisdictions because they represent less than 5% of our total employee population: India, China, Brazil, Hungary, Czech Republic, Turkey, Slovenia, Ukraine, Slovakia, Serbia, Romania, Bulgaria, Hong Kong, and Latvia. We included all other employees, whether employed on a full-time or part-time basis, or seasonally. We did not make any assumptions, and we did not make any adjustments.
We calculated total compensation for our median employee using the same methodology we use for our named executive officers as set forth in the 2021 Summary Compensation Table in this proxy statement. The total compensation of the median-paid employee, excluding the CEO, was $70,056 for 2021. The Compensation for our CEO in 2021 was $10,481,897. Therefore, the ratio of CEO pay to median employee pay was 150:1.
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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Audit Committee Report
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The Audit Committee of the Board is responsible for 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.02 of 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, 2021 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 Form 10-K filed with the SEC for the fiscal year ended December 31, 2021.
| THE AUDIT COMMITTEE | ||
| Donal O’Connor, Chair | ||
| Katherine C. Doyle | ||
| Geoffrey M. Parker | ||
| Theodore R. Samuels | ||
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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 Rolf A. Classon’s decision to retire from the Board, and in accordance with our Constitution, the Board has determined that the number of directors effective as of the close of the Annual General Meeting will be reduced to ten.
All directors who are elected will serve until the 2023 Annual General Meeting.
Based upon the recommendation of the Nominating & Governance Committee, the Board of Directors has nominated Bradley A. Alford, Orlando D. Ashford, Katherine C. Doyle, Adriana Karaboutis, Murray S. Kessler, Jeffrey B. Kindler, Erica L. Mann, Donal O’Connor, Geoffrey M. Parker, and Theodore R. Samuels for election as directors to serve until the 2023 Annual General Meeting.
Shareholders are entitled to one vote per share for each of the ten 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 of March 19, 2022.
| All Director nominees exhibit: | ||
| · High integrity |
· 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: | ||
| · 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, Racial, or Ethnic diversity: 50% |
| · Average age: 61.7 years |
| · Average tenure: approximately 4.3 years |
| · Active versus retired executives: 4 of 10 |
| · Countries of origin: Australia, Ireland, and U.S.A. |
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Director Skills Matrix
| Area of Expertise / Skill | Board Member | |||||||||||||||||||
| BA | OA | KD | AK | MK | JK | EM | DO | GP | TS | |||||||||||
| Senior Leadership |
• | • | • | • | • | • | • | • | • | • | ||||||||||
| Financial Expertise |
• | • | • | • | • | |||||||||||||||
| Industry |
• | • | • | • | • | • | • | |||||||||||||
| OTC/Consumer Commercial |
• | • | • | • | • | • | ||||||||||||||
| Manufacturing/Supply Chain |
• | • | • | • | • | |||||||||||||||
| Global/International |
• | • | • | • | • | • | • | • | ||||||||||||
| IT / Cyber Security |
• | • | ||||||||||||||||||
| Governance |
• | • | • | • | • | • | • | • | • | • | ||||||||||
| Diversity* |
• | • | • | • | • | |||||||||||||||
*Gender/Ethnic
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 director nominees may be found on pages 66-71.
| Name | Director Since | Primary Occupation | Independent | Number of Other Public Company Boards | ||||
| Bradley A. Alford |
2017 | Retired Executive | Yes | One | ||||
| Orlando D. Ashford |
2020 | Retired Executive | Yes | Two | ||||
| Katherine C. Doyle |
2020 | Retired Executive | Yes | One | ||||
| Adriana Karaboutis |
2017 | Executive | Yes | One | ||||
| Murray S. Kessler |
2018 | Executive | No | None | ||||
| Jeffrey B. Kindler |
2017 | Executive | Yes | Two | ||||
| Erica L. Mann |
2019 | Retired Executive | Yes | Three | ||||
| Donal O’Connor |
2014 | Retired Executive | Yes | One | ||||
| Geoffrey M. Parker |
2016 | Executive | Yes | Two | ||||
| Theodore R. Samuels |
2017 | Retired Executive | Yes | Two |
Each director will serve for a term expiring at the 2023 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. |
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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. The Nominating & Governance Committee specifically considers diversity in 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 face excessive time commitments and challenges in fulfilling their duties. In recommending that each nominee should continue to serve on the Board, the Nominating & Governance Committee carefully considered the number of other boards on 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.
In particular, we note that current director Geoffrey M. Parker received lower shareholder support at our 2021 annual general meeting than he or our other director nominees typically receive. We believe this lower support was due primarily to one large shareholder voting against Mr. Parker because of potential overboarding concerns. Mr. Parker is Chief Financial Officer of Tricidia, Inc., a public company, and sits on three total public company boards, one of which recently became a public company. After consideration of shareholder feedback, the voting policies of other large Company shareholders and a variety of other considerations, the Board’s Nominating & Governance Committee enthusiastically recommended to the Board that Mr. Parker be re-nominated to the Board for election at the Annual General Meeting. In making this recommendation, the Nominating & Governance Committee noted Mr. Parker’s perfect attendance record at board and audit committee meetings in 2021 and high levels of participation at meetings of the Board and its committees, which indicate that he is not overboarded in a way that negatively affects his service on our Board. Mr. Parker has demonstrated commitment to the Company and been fully engaged during his tenure, providing valuable guidance and oversight to the Board and management. His industry experience, public company financial expertise and skill set align with our strategic priorities. The Board finds all of these factors and qualities valuable and useful to the effective oversight of the Company’s business.
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. |
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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” on page 16. 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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NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS AT THE AGM
Bradley A. Alford
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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 and non-profit companies.
· Industry knowledge – extensive experience and knowledge in management, operations and supply chain as well as the development and marketing of consumer products. |
Bradley A. Alford, 65, 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 serves as a director of Avery Dennison Corporation since April 2010 and previously served as a director of Conagra Brands, Inc. from July 2015 to September 2018. Throughout his career, Mr. Alford has been focused on developing brands, initiatives to improve processes and facilitate best practices across an organization.
Orlando D. Ashford
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Director Qualifications:
· Leadership experience – current and previous executive leadership roles within the public and private sectors.
· Board and corporate governance experience – board and corporate governance experience from service as a director of public companies. |
Orlando D. Ashford, 53, has been a director since December 2020. Mr. Ashford is a strategic advisor with Sycamore Partners in New York. Since October 2020, Mr. Ashford has served on the board of directors of Array Technologies, Inc. Based on an 8-K filed on November 9, 2021, by ITT, Inc. Mr. Ashford will not stand for re-election as director of ITT, where he has served as a director since December 2011, such that his service on that board will end at ITT’s next AGM, which is expected to be in May 2022. He most recently served as president of Holland America Line, leading the award-winning cruise line’s brand and business, and was previously president of the Talent Business Segment for Mercer, the global consulting firm. Previous to Mercer he served as senior vice president, chief human resources and communications officer of Mercer’s parent company, Marsh & McLennan Companies and also has held several other leadership roles during the course of his career at Coca-Cola Company and Motorola Inc. Mr. Ashford holds a Bachelor of Science degree and Master of Science degree in Organizational Leadership and Industrial Technology from Purdue University.
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Katherine C. Doyle
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Director Qualifications:
· Leadership experience – previous Chief Executive Officer and executive leadership roles within the public and private sectors.
· Board and corporate governance experience – board and corporate governance experience from service as a director of public companies.
· Industry knowledge – extensive experience and knowledge in management, operations and the development and marketing of healthcare and consumer products and e-commerce. |
Katherine C. Doyle, 54, has been a director of Perrigo since July 2020. From 2016 to 2019, Ms. Doyle served as the Chief Executive Officer of Swanson Health Products, Inc, an e-commerce brand. Prior to that, she served as an independent consultant to direct-to-consumer wellness businesses from 2014 to 2016. Ms. Doyle previously worked at Abbott Laboratories in various executive leadership roles from 2011 to 2014, including President of the Abbott Nutrition Product Division and, before that, Vice President and General Manager of Pediatric Nutrition. Prior to 2011, Ms. Doyle gained more than 20 years of experience at McKinsey & Company, Inc., including 10 years as Principal, working in the consumer-packaged goods, consumer healthcare and retail sectors across Europe, Asia, Latin America and Africa. Since April 2019, Ms. Doyle has served as a director of Ahold Delhaize, a global omnichannel grocery retailer, where she is the Chair of the Health and Sustainability Committee and serves on the Nominating and Governance Committee since April 2021, and previously served on its Audit Committee from April 2020 to April 2021. Previously, she served on the board of Bemis Company, Inc., a former publicly traded global packaging company, from August 2017 to June 2019, where she served on its Audit and Nomination and Governance Committees.
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Adriana Karaboutis
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Director Qualifications:
· Leadership and operating experience – executive leadership roles in the public and non-profit sectors across multiple industries.
· Board and corporate governance experience – current and prior board and committee experience in the healthcare, retail and cyber security industries.
· Industry knowledge – extensive experience and knowledge in management, technology, e-commerce and cyber security. |
Adriana Karaboutis, 59, 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. Since July 2019, Ms. Karaboutis has served as a director of Aspen Technologies, Inc., a global leader in optimization software, and chair of its nominating and corporate governance committee. Ms. Karaboutis served on the board of directors of Advance Auto Parts, Inc. from 2015 to May 2020 as well as Blue Cross Blue Shield of Massachusetts from February 2016 to December 2017.
Murray S. Kessler
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Director Qualifications:
· Leadership experience – current Chief Executive Officer and previous executive leadership roles within the public sector.
· Board and corporate governance experience – board and corporate governance experience from service as a director and chairman of public and non-profit companies.
· Industry knowledge – extensive experience and knowledge in management, operations and the development and marketing of consumer products. |
Murray S. Kessler, 62, was appointed President, Chief Executive Officer and Board Member of Perrigo Company plc, effective October 8, 2018. Before joining Perrigo, Mr. Kessler served as the Chairman of the board of directors, President and CEO of Lorillard, Inc. (2010-2015). He served as Vice Chair of Altria, Inc. (2009) and President and CEO of UST, Inc. (2000-2009), a wholly owned subsidiary. Previous to his time at UST, Mr. Kessler had over 18 years of consumer-packaged goods experience with companies including Vlasic Foods International, Campbell Soup and The Clorox Company. In addition to his board service at Lorillard, Mr. Kessler previously served on the board of directors of Reynolds-American, Inc. from 2015 to 2017. Mr. Kessler has served as voluntary President of the United States Equestrian Federation from 2015 to January 2021.
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Jeffrey B. Kindler
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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 and non-profit companies.
· Legal experience – extensive legal experience in both the public and private sectors. |
Jeffrey B. Kindler, 66, has been a director of Perrigo since February 2017. Mr. Kindler has served as CEO of Centrexion Corporation, a privately held bio therapeutics company that develops pain therapies, since 2013. Prior to this, Mr. Kindler was a Venture Partner at Lux Capital from 2012 until January 2020, Executive Chairman of vTv from July 2015 to November 2019, 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 been a director of Terns Pharmaceutical since December 2020, in February 2021 Terns became public company; a director Intrexon, now known as Precigen, since 2011; and PPD since May 2017, in February 2020 PDD became a public company. Mr. Kindler ended his service on the PPD board in December 2021. Mr. Kindler served on the board of Siga Technologies from 2013 until May 2020 and vTv Therapeutics from 2025 until December 2020. Mr. Kindler also serves as an advisor of a number of healthcare companies.
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Erica L. Mann
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Director Qualifications: · Leadership experience – former executive and previous executive leadership roles within the private and public sectors.
· Board and corporate governance experience – current and prior board and committee experience in the pharmaceutical and other industries.
· Industry knowledge – extensive experience and knowledge in management, operations and the development and marketing in the pharmaceutical and self-care industries. |
Erica L. Mann, 63, has been a director of Perrigo since April 2019. Ms. Mann is a seasoned pharmaceutical executive. She served as President of Bayer’s Consumer Health Division from March 2011 until March 2018. Prior to this Ms. Mann was the President of Pfizer’s Global Nutrition Division from 2009 until 2011 and with the Wyeth Group from 1994 until 2009, where she held various senior executive positions. Ms. Mann has served as a non-executive director of Kellogg since February 2019; has served as a non-executive director of DSM, a global Nutrition, Health and Sustainable Living company, since May 2019; and has served as a non-executive director of Blackmores Limited, a natural heathy company, since September 2021. She previously served as a non-executive director of SOHO Flordis International from August 2018 until November 2019 and as a director of Bayer AG and Bayer CH from January 2016 until March 2018 and as a director of the World Self Medication Industry Association (Geneva, Switzerland) from 2011 until March 2018 (chair 2014-2016). She has held executive positions in several industry organizations, including the South African Pharmaceutical Manufacturers’ Association, Medicines Australia, and the International Association of Infant Food Manufacturers.
Donal O’Connor
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Director Qualifications:
· Leadership experience – former Senior Partner of Pricewaterhouse Coopers.
· 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. |
Donal O’Connor, 71, 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 the 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. From July 2017 to July 2018, Mr. O’Connor served as a director of Malin Corporation. Since October 2015, Mr. O’Connor has served as a director of Theravance Biopharma, Inc. Mr. O’Connor also holds directorships on a number of private Irish company boards.
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Geoffrey M. Parker
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Director Qualifications:
· Leadership experience – current Chief Operating Officer and Chief Financial Officer as well as a former investment banking executive.
· Board and corporate governance experience – current board and committee experience in the health science industry.
· Accounting and financial expertise – designated as an“audit committee financial expert” given his skills and attributes acquired through relevant education and work experience. |
Geoffrey M. Parker, 57, has been a director of Perrigo since November 2016. Mr. Parker currently serves as Chief Operating Officer and Chief Financial Officer of Tricida, Inc., a biopharmaceutical company, where he has worked since April 2017. 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 ChemoCentryx since December 2009 and a member of the board of directors of Better Therapeutics since April 2021. Mr. Parker previously served on the board of directors of Genomic Health from June 2016 until November 2019 and of Sunesis Pharmaceuticals from March 2016 until December 2017.
Theodore R. Samuels
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Director Qualifications: · Leadership experience – former investment management executive and former co-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. |
Theodore R. Samuels, 67, 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 of Bristol-Myers Squibb since February 2017; and a director of Centene Corporation since January 2022. Mr. Samuels was a director for Stamps.com from January 2017 until October 2021.
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Accordingly, 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 2023 Annual General Meeting:
| · | Bradley A. Alford |
| · | Orlando D. Ashford |
| · | Katherine C. Doyle |
| · | Adriana Karaboutis |
| · | Murray S. Kessler |
| · | Jeffrey B. Kindler |
| · | Erica L. Mann |
| · | Donal O’Connor |
| · | Geoffrey M. Parker |
| · | Theodore R. Samuels |
The Board of Directors unanimously recommends a vote FOR
each of the director nominees
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Proposal 2 – Ratification, in a Non-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 2022, and the Board of Directors recommends that the shareholders ratify the appointment of EY to audit our consolidated financial statements for our 2022 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 2020 and 2021, we retained EY to perform auditing and other services for us and paid them the following amounts for these services:
| Fiscal Year 2020 | ||
| Audit Fees |
$11,080,306 | |
| Audit-Related Fees (2) |
$156,850 | |
| Tax Compliance |
$204,900 | |
| Tax Consulting & Advisory |
$579,900 | |
| All Other Fees |
-0- | |
| Total Fees |
$12,021,956 |
| Fiscal Year 2021 | ||
| Audit Fees |
$11,100,000 | |
| Audit-Related Fees (1), (2) |
$1,260,000 | |
| Tax Compliance |
$480,000 | |
| Tax Consulting & Advisory |
$1,700,000 | |
| All Other Fees |
-0- | |
| Total Fees |
$14,540,000 |
(1) Relates primarily to services provided in connection with the Company’s strategic portfolio review.
(2) Includes $7,500 for access to an online research tool
The Audit Committee maintains a policy pursuant to which it reviews and pre-approves audit and permitted non-audit services (including the fees and terms thereof) to be provided by our auditor, except for the de minimis exceptions for non-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 to pre-approve non-audit services, provided that any pre-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 2020 were approved in accordance with the Audit Committee’s policy.
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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”) ratify, in a non-binding advisory vote, the appointment of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending December 31, 2022, 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 a non-binding advisory vote, of the appointment of Ernst & Young LLP as our Company’s independent auditor for the fiscal year ending December 31, 2022 and authorize, in a binding vote, the Board of Directors, acting through the Audit Committee, to fix the remuneration of the auditor
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 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” proposal, as it gives our shareholders the opportunity to communicate to the Talent & Compensation Committee and the Board of Directors their view on our compensation of the named executive officers.
It has been our practice to hold a Say-on-Pay vote annually, and at our 2021 AGM, our shareholders expressed their preference that we continue to do so. For that reason, we are asking our shareholders to approve, on a non-binding basis, the compensation of the Company’s named executive officers disclosed in this proxy statement. As described in detail in the “Compensation Discussion and Analysis”, beginning on page 24, 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 on pay-for-performance principles.
At the 2021 AGM, our shareholders strongly approved the Say-on-Pay proposal, with more than 80% of the votes cast voting in favor of the proposal.
Our pay-for-performance compensation program demonstrated once again in 2021 that it is working as intended.
The Talent & Compensation Committee and Board of Directors believe that the information provided in the
“Compensation Discussion and Analysis” demonstrates that our executive compensation program aligns our
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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 this Say-on-Pay advisory vote is non-binding, the Talent & 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”) approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement for the 2022 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 of Directors unanimously recommends that shareholders vote
FOR the approval, on an advisory basis, of the compensation of the
Company’s named executive officers
Proposal 4 – Amend the Company’s Long-Term Incentive Plan
We are asking our shareholders to approve an amendment of the Perrigo Company plc 2019 Long-Term Incentive Plan (the “2019 LTIP” or “LTIP”), including an increase in the number of shares authorized for issuance under the 2019 LTIP of 4,417,878 shares.
The board of directors of our subsidiary Perrigo Company originally adopted the Perrigo Company 2003 Long-Term Incentive Plan (the “2003 LTIP”) in August 2003 and the Perrigo Company shareholders approved it on October 28, 2003. On December 18, 2013, Perrigo Company became a wholly-owned subsidiary of the Company and the Company assumed sponsorship of the 2013 LTIP.
Since the 2003 LTIP’s initial adoption, Perrigo Company or Perrigo Company plc shareholders, as applicable, also approved:
| · | an amendment to the 2003 LTIP on October 28, 2005, increasing the number of shares issuable under the 2003 LTIP by 4,500,000 shares; |
| · | an amendment and restatement of the 2003 LTIP on November 4, 2008 that, among other things, renamed the LTIP as the 2008 Long-Term Incentive Plan (the “2008 LTIP”) and increased the number of shares authorized for issuance under the 2008 LTIP by 3,100,000 shares; and |
| · | an amendment and restatement of the 2008 LTIP on November 18, 2013 that, among other things, renamed the LTIP as the 2013 Long-Term Incentive Plan (the “2013 LTIP”) and increased the number of shares authorized for issuance under the 2013 LTIP by 3,100,000 shares. |
| · | an amendment and restatement of the 2013 Long-Term Incentive Plan on April 26, 2019 that, among other things, renamed the 2013 LTIP as the 2019 LTIP, made certain tax-related changes and increased the number of shares authorized for issuance under the 2019 LTIP by 3,000,000 shares. |
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On February 16, our Board of Directors approved an amendment of the 2019 LTIP (the “LTIP Amendment”) based on the recommendation of the Talent & Compensation Committee, subject to the approval of our shareholders, in order to:
| · | increase the number of shares authorized for issuance under the 2019 LTIP by 4,417,878 shares; |
| · | clarify that any dividends with respect to restricted shares granted under the 2019 LTIP shall be payable only to the extent the underlying restricted shares become vested. |
We believe that equity-based compensation is a critical part of our compensation program. Shareholder approval of the LTIP Amendment and the associated share increase would enhance our ability to attract and retain talented employees, consultants and directors upon whom, in large measure, Perrigo’s sustained progress, growth and profitability depends. For more information on how the LTIP fits within our existing compensation program and our past and current grant practices, see the “Director Compensation”, “Executive Compensation”, and “Equity Compensation Plan Information” sections of this Proxy Statement. The number of shares requested was determined on the retained advice of our compensation consultants. Using their model, we determined that we could request up to 6.8 million shares with a 5 point margin. However, we did not request the maximum number of shares allowable under their model in an effort to minimize shareholder dilution and maximize shareholder value. Our Average Annual Share Usage (“Run Rate”) was 0.83%, 0.68%, and 0.56% in 2018, 2017, and 2016, respectively. The last time we requested shares was 2019.
If this proposal is not approved by our shareholders, we will not be able to issue awards under the 2019 LTIP after the March 2022 grants and our ability to continue to issue equity-based incentive compensation to our directors, employees, and consultants will be limited to the shares available under the 2019 LTIP, which we believe will be insufficient to remain competitive with our peers or to recruit, motivate and retain our employees, directors, and consultants.
Material Terms of the LTIP
The summary of the LTIP provided below describes the material features of the LTIP; however, it is not complete and, therefore, you should not rely solely on it for a detailed description of every aspect of the LTIP. A copy of the entire LTIP has been filed with this proxy statement and is attached for your review as Annex A.
Effective Date and Duration
The effective date of the LTIP is April 26, 2019. No awards may be granted under the LTIP on a date that is more than ten years after the effective date of the LTIP unless the LTIP is extended by a subsequent vote of our shareholders, but awards theretofore granted may extend beyond that date.
Eligibility
Under the LTIP, the Talent & Compensation Committee may grant share-based incentives to employees, directors and consultants to Perrigo and its affiliates. The LTIP also permits our CEO to grant share-based incentives to employees and consultants to Perrigo and its affiliates; however, our CEO may not grant awards to participants who are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Approximately 1,782 employees, 9 non-employee directors, and 2 consultants will be eligible to participate in the LTIP.
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Shares Available under the LTIP
As of December 31, 2021, there were 2,827,510 shares available for issuance under the LTIP. As of that date, the number of shares underlying outstanding awards under the LTIP was 2,744,905 shares. The number of available shares under the LTIP may change prior to the effective date of the amendment of the LTIP if additional awards are granted or forfeited under the LTIP between December 31, 2021, and the date of our AGM.
If any award under the LTIP expires, is terminated or forfeited, or is settled in cash or exchanged for other awards, on or after the effective date of the LTIP without the issuance of shares, then the shares subject to the award will be added to the shares available for issuance under the LTIP. In addition, any shares which are used as full or partial payment of the purchase price of shares or the tax withholding requirement with respect to any awards shall again be available for awards under the LTIP. If a stock appreciation right is settled in shares, shares that are in excess of the net shares delivered on exercise of such stock appreciation right shall be added back to the number of shares available for future awards under the LTIP.
The number of shares that may be issued with respect to awards under the LTIP to any one participant in a calendar year may not exceed 400,000 shares. The number of shares that may be issued with respect to awards under the LTIP to any one non-employee director in a calendar year may not exceed 25,000 shares.
Plan Administration
The Talent & Compensation Committee administers the LTIP. Subject to the terms of the LTIP, the Talent & Compensation Committee determines award eligibility, timing and the type, amount and terms of the awards. The Talent & Compensation Committee also interprets the LTIP, establishes rules and regulations under the LTIP and makes all other determinations necessary or advisable for the LTIP’s administration. With respect to participants who are not subject to Section 16 of the Exchange Act, our CEO has the authority to determine award eligibility and the timing, type, amount and terms of the awards, subject to the terms of the LTIP.
Types of Awards
Awards under the LTIP may be in the form of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted shares, performance shares, performance units and restricted share units. The terms of each award will be set forth in a written agreement.
Stock Options
A stock option provides the option holder with the right to purchase Perrigo ordinary shares at a future date and at a specified price per share called the exercise price. Options under the LTIP may be either “incentive stock options,” as defined under the tax laws, or nonstatutory stock options; however, only employees may be granted incentive stock options. The per share exercise price may not be less than the fair market value of a Perrigo ordinary share on the date the option is granted. The Talent & Compensation Committee (or our CEO, in the case of an option granted to a participant who is not subject to Section 16 of the Exchange Act) may specify any period of time following the date of grant during which options are exercisable, but the period cannot be longer than 10 years. Incentive stock options are subject to additional limitations relating to such things as employment status, minimum exercise price, length of exercise period, maximum value of the share underlying the options and a required holding period for shares received upon exercise of the option.
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Upon exercise, the option holder may pay the exercise price in several ways. He or she may pay in cash, in previously acquired shares or, if permitted by terms of his or her award agreement, other consideration having a fair market value equal to the exercise price, or through a combination of the foregoing.
Except for adjustments to effect mergers, reorganizations, consolidations, share splits, share dividends, recapitalizations or similar events, in no event shall the purchase price of an option be decreased after the grant date or surrendered in consideration of a new option grant with a lower exercise price or be cancelled or exchanged for cash without shareholder approval.
Stock Appreciation Rights
A stock appreciation right or “right” allows its holder to receive payment from us equal to the amount by which the fair market value of an ordinary share of Perrigo exceeds the grant price of the right on the exercise date. The grant price may not be less than the fair market value of an ordinary share of Perrigo on the grant date of the right and the term may not be greater than 10 years.
Under the LTIP, the Talent & Compensation Committee may grant rights in conjunction with the grant of stock options or on a stand-alone basis. If the Talent & Compensation Committee grants a right with an option award, then the holder can exercise the rights at any time during the life of the related option, but the exercise will proportionately reduce the number of his or her related stock options. The holder can exercise stand-alone stock appreciation rights during the period determined by the Talent & Compensation Committee (or the CEO, as applicable). Upon the exercise of a stock appreciation right, the holder receives cash, ordinary shares of Perrigo or other property, or a combination thereof, in the Talent & Compensation Committee’s or the CEO’s discretion, as applicable. Except for adjustments to effect mergers, reorganizations, consolidations, share splits, share dividends, recapitalizations or similar events, in no event shall the grant price of a stock appreciation right be decreased after the grant date or surrendered in consideration of a new stock appreciation right grant with a lower grant price or be cancelled in exchange for cash without shareholder approval.
Restricted Shares and Restricted Share Units
Restricted shares refers to ordinary shares of Perrigo subject to a risk of forfeiture or other restrictions on ownership for a certain period of time. During the restricted period, the holder of restricted shares may not sell or otherwise transfer the shares, but he or she may vote the shares and may be entitled to any dividend or other distributions if determined by the Talent & Compensation Committee or the CEO, as applicable, provided, however, that any such dividend would become payable only if and to the extent such restricted shares become vested. The restricted shares become freely transferable when the restriction period expires.
A restricted share unit award is an award valued by reference to Perrigo ordinary shares that entitles the holder to receive one ordinary share of Perrigo or cash equal to the value of one ordinary share of Perrigo on the date of vesting of the award. Restricted share units are subject to a risk of forfeiture or other restrictions on ownership for a certain period of time.
The Talent & Compensation Committee (or the CEO, as applicable) sets the terms and conditions of restricted share and restricted share unit awards, including the restrictions applicable to such awards. The Talent & Compensation Committee (or the CEO, as applicable) also determines whether the restrictions have been satisfied and the form of payment of restricted stock units, which may be in cash or Perrigo ordinary shares.
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Performance Shares and Performance Units
A performance share is a right to receive ordinary shares of Perrigo or equivalent value in the future, contingent on the achievement of performance goals or other objectives during a specified period. A performance unit represents an award valued by reference to property other than ordinary shares of Perrigo, as designated by the Talent & Compensation Committee (or the CEO, as applicable), contingent on the achievement of performance goals or other objectives during a specified period.
The Talent & Compensation Committee or the CEO, as applicable, sets the terms and conditions of each award, including the performance goals that must be attained and the various percentages of performance unit value to be paid out upon full or partial attainment of those goals. The Talent & Compensation Committee or the CEO, as applicable, also determines whether the goals have been satisfied and the form of payment, which may be in cash, ordinary shares of Perrigo, other property or a combination thereof.
Dividend Equivalents
A dividend equivalent provides a participant with the right to receive an amount equal to the amount of dividends paid on one ordinary share of Perrigo for each share represented by the dividend equivalent award. The Talent & Compensation Committee or the CEO, as applicable, determines whether a participant will receive dividend equivalents in connection with an award. Such dividend equivalents shall be subject to the same terms and conditions as the award to which the dividend equivalents relate and shall be payable only if and to the extent the underlying awards become vested.
Minimum Vesting Requirements
The LTIP allows for the grant of awards subject to time-based vesting or performance-based vesting or both. Awards have a minimum vesting period of one-year, except that this one-year minimum vesting requirement does not apply if the participant’s termination from service occurs due to his or her death, disability, or retirement, upon a change in control, or upon his or her termination without cause or separation for good reason within a specified period following a change in control. The one-year minimum vesting requirement also does not apply to any award granted in substitution for another award that does not reduce the vesting period of the award being substituted.
Termination of Employment
The LTIP provides that upon a participant’s death, disability or retirement, (i) all outstanding awards (other than performance units) immediately vest, (ii) performance units will vest or be forfeited depending on the attainment of performance goals, and (iii) stock options and stock appreciation rights may be exercised by the participant, or by his or her estate, beneficiary or conservator in the case of death or disability, at any time prior to their stated expiration dates.
If the participant’s employment is terminated involuntarily for economic reasons, for example, restructurings, dispositions or layoffs, as determined in the discretion of the Talent & Compensation Committee (or the CEO, as applicable), the participant may exercise any vested options or stock appreciation rights until the earlier of 30 days following the date that is 24 months after the termination date and the expiration date of the options or stock appreciation rights. Unvested options, stock appreciation rights, restricted shares and service-vesting restricted share units that are scheduled to vest during the 24-month period following the termination date will
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continue to vest as if the participant had continued to perform services during the 24-month period. Those not scheduled to vest during the 24-month period are forfeited on the termination date. Unvested performance units for which the performance period is scheduled to end during the 24-month period following the participant’s termination date will vest or be forfeited depending on the attainment of performance goals. Any shares subject to a performance unit for which the performance period is not scheduled to end during such 24-month period shall be forfeited on the participant’s termination date.
If a participant’s termination is for cause, all outstanding awards are forfeited. Except as otherwise provided above, in all other terminations, unvested awards are forfeited on the termination date and the participant may exercise his or her vested options and stock appreciation rights during the three-month period after the termination date, but not later than the expiration date of the option or stock appreciation right. In certain circumstances, the LTIP provides for extended exercisability when a participant dies following termination. The payment of certain awards to officers or other key employees following termination from employment will be delayed by at least six months if earlier payment of the awards would result in the imposition of excise taxes on him or her.
This section describes the default rules applicable to awards. The Talent & Compensation Committee (or the CEO, as applicable) has discretion to establish different terms and conditions relating to the effect of a participant’s termination date on awards under the LTIP.
Change in Control
Regardless of the vesting requirements that otherwise apply to an award under the LTIP, unless the Talent & Compensation Committee (or the CEO, as applicable) determines otherwise in an individual award agreement, if the participant’s termination date occurs by reason of a termination without cause or a separation for good reason on or after a change in control and prior to the two-year anniversary of the change in control, all outstanding awards will vest as of such termination date. In the case of performance units, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels.
On a change in control, the Talent & Compensation Committee has the discretion to take any of the following actions with respect to awards granted under the LTIP, without the consent of any participant: (i) require that any outstanding option or stock appreciation right be surrendered for cash or Perrigo shares, (ii) terminate any outstanding option or stock appreciation right after participants have been given an opportunity to exercise such awards, or (iii) convert the award to an award of the surviving corporation.
Generally, a change in control is defined in the LTIP to mean (1) a change in ownership of 50% or more of Perrigo ordinary shares, (2) the consummation of a merger, consolidation or similar transaction following which our shareholders cease to own shares representing more than 50% of the voting power of the surviving entity (or the parent of such entity) or (3) a change in Board composition so that a majority of the Board is comprised of individuals who are neither incumbent members nor their nominees.
Performance-Based Awards Prior to 2018
Prior to January 1, 2018, the Talent & Compensation Committee could designate an award as “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code. These awards were conditioned on the achievement of one or more performance measures based on one or any combination of
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the following, as selected by the Talent & Compensation Committee: cash flow; cash flow from operations; net income; total earnings; earnings per share, diluted or basic; earnings per share from continuing operations, diluted or basic; earnings before interest and taxes; earnings before interest, taxes, depreciation, and amortization; earnings from operations; net asset turnover; inventory turnover; capital expenditures; net earnings; operating earnings; gross or operating margin; debt; working capital; return on equity; return on net assets; return on total assets; return on capital; return on invested capital; return on investment; return on sales; net or gross sales; market share; economic value added; cost of capital; change in assets; expense reduction levels; cost control; debt reduction; productivity; delivery performance; safety record; share price; share price appreciation; and total shareholder return of Perrigo or of a division or affiliate of Perrigo that employs the participant.
The maximum annual cash payment that may be made in settlement of a performance-based compensation award to an executive subject to Section 162(m) of the Code is $6,000,000. No awards granted on or after January 1, 2018, will be considered performance-based compensation for purposes of Section 162(m) of the Code.
Adjustments
The number of shares that may be issued under the LTIP and the number of shares subject to outstanding awards may be adjusted in the event of a merger, reorganization, consolidation, share split, share dividend, recapitalization or other similar event affecting the number of outstanding ordinary shares of Perrigo. In that event, the Talent & Compensation Committee also may make appropriate adjustments to any options, stock appreciation rights, restricted shares, restricted share units, performance shares, performance units or other awards outstanding under the LTIP.
Transferability
The recipient of an award under the LTIP generally may not pledge, assign, sell or otherwise transfer his or her stock options, stock appreciation rights, restricted shares, restricted share units, performance shares, or performance units other than by will or by the laws of descent and distribution. The Talent & Compensation Committee, however, may establish rules and procedures to allow participants in the LTIP to transfer nonstatutory stock options to immediate family members or to certain trusts or partnerships.
Subplans
The LTIP includes three subplans that reflect the requirements of applicable foreign laws with respect to certain types of awards.
| · | The first subplan is for awards granted to participant who are residents of the state of Israel for Israeli income tax purposes. These participants may be granted awards that are intended to meet the requirements of Section 102 or Section 3(i) of the Israeli Income Tax Ordinance [New Version], 1961 (the “Israeli Tax Ordinance”) as amended by Amendment no. 132 to the Israeli Tax Ordinance. |
| · | The second subplan is for employees and directors who are residents of the Republic of Ireland for tax purposes or who are subject to Irish taxation. These participants may be granted fully vested shares that are subject to restrictions (the shares are “clogged”) that meet the requirements of a clog scheme under Section 128D of the Taxes Consolidation Act 1997 (as amended). |
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| · | The third subplan is for granting awards to non-employee directors and to consultants, with the intent that the portion of the LTIP covering employees meet the requirements of an “employee share scheme” under Irish company law. |
Plan Amendment and Termination
Generally, the Board may amend or terminate the LTIP at any time without shareholder approval. Without shareholder approval, however, the Board may not: (1) increase the number of Perrigo ordinary shares available for issuance under the LTIP (other than as described in “Adjustments” above); (2) change the employees or the class of employees eligible to participate in the LTIP; (3) change the minimum exercise price for any option or stock appreciation right below the grant date fair market value of the award; or (4) materially change the terms of the LTIP. In addition, if any action that the Board proposes to take will have a materially adverse effect on the rights of any participant or beneficiary under an outstanding award, then the affected participant or beneficiary must consent to the action.
Amendment of Awards
The Talent & Compensation Committee or the CEO may amend the terms of any award previously granted, provided that (i) no such amendment will impair the rights of any participant without his or her consent, and (ii) the CEO may only amend the terms of awards granted to participants who are not subject to Section 16 of the Exchange Act.
Clawback
The LTIP includes a claw-back provision that allows Perrigo to recover equity-based compensation paid to an executive under the LTIP (and associated gains) if Perrigo’s financial results are later restated due to the individual’s misconduct, including, without limitation, fraud or knowing illegal conduct. In addition, any Perrigo shares acquired under the LTIP (including shares acquired through the exercise of options and/or stock appreciation rights), and any gains or profits on the sale of such shares, will be subject to any clawback or recoupment policy adopted by Perrigo, as in effect from time to time.
Deferral of Awards
At the discretion of the Talent & Compensation Committee (or the CEO, in the case of a participant who is not subject to Section 16 of the Exchange Act), a participant may elect to defer the payment or settlement of awards upon such terms and conditions as the Talent & Compensation Committee (or the CEO) may prescribe.
Tax Consequences
The holder of an award granted under the LTIP may be affected by certain U.S. federal income tax consequences. Special rules may apply to individuals who may be subject to Section 16(b) of the Exchange Act. The following discussion of U.S. federal income tax consequences is based on U.S. federal income tax laws in effect on the date of this Proxy Statement and is not a complete description of the U.S. federal income tax consequences that apply to participants in the LTIP. This summary is not intended to be exhaustive and does not constitute legal or tax advice. This summary does not address municipal, state or foreign income tax consequences of awards, or employment taxes.
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Incentive Stock Options. There are no federal income tax consequences associated with the grant or exercise of an incentive stock option, so long as the holder of the option was our employee at all times during the period beginning on the grant date and ending on the date three months before the exercise date. The “spread” between the exercise price and the fair market value of Perrigo ordinary shares on the exercise date, however, is an adjustment for purposes of the alternative minimum tax. A holder of incentive stock options defers income tax on the share’s appreciation until he or she sells the shares.
Upon the sale of the shares, the holder realizes a long-term capital gain (or loss) if he or she sells the shares at least two years after the option grant date and has held the shares for at least one year. The capital gain (or loss) equals the difference between the sales price and the exercise price of the shares. If the holder disposes of the shares before the expiration of these periods, then he or she recognizes ordinary income at the time of sale (or other disqualifying disposition) equal to the lesser of (1) the gain he or she realized on the sale and (2) the difference between the exercise price and the fair market value of the shares on the exercise date. This ordinary income is treated as compensation for tax purposes. The holder will treat any additional gain as short-term or long-term capital gain, depending on whether he or she has held the shares for at least one year from the exercise date. If the holder does not satisfy the employment requirement described above, then he or she recognizes ordinary income (treated as compensation) at the time he or she exercises the option under the tax rules applicable to the exercise of a nonstatutory stock option. We are entitled to an income tax deduction to the extent that an option holder realizes ordinary income
Nonstatutory Stock Options. There are no federal income tax consequences to us or to the recipient of a nonstatutory stock option upon grant. Upon exercise, the option holder recognizes ordinary income equal to the spread between the exercise price and the fair market value of Perrigo ordinary shares on the exercise date. This ordinary income is treated as compensation for tax purposes. The basis in shares acquired by an option holder on exercise equals the fair market value of the shares at that time. The capital gain holding period begins on the exercise date. Perrigo receives an income tax deduction upon the exercise of a nonstatutory stock option in an amount equal to the spread.
Stock Appreciation Rights. There are no tax consequences associated with the grant of stock appreciation rights. Upon exercise, the holder of stock appreciation rights recognizes ordinary income in the amount of the appreciation paid to him or her. This ordinary income is treated as compensation for tax purposes. Perrigo receives a corresponding deduction in the same amount that the holder recognizes as income.
Restricted Shares. Unless the holder makes an election to accelerate the recognition of income to the grant date (as described below), the holder of restricted shares does not recognize any taxable income on the shares while they are restricted. When the restrictions lapse, the holder’s taxable income (treated as compensation) equals the fair market value of the shares (less the amount paid for the shares, if any). If within 30 days of receiving a restricted share award the holder files with the Internal Revenue Service an election under Section 83(b) of the Code, the holder will recognize ordinary income equal to the fair market value of the shares on the grant date (less the amount paid for the shares, if any) and any future appreciation will be taxed at capital gain rates. Generally, at the time the holder recognizes taxable income with respect to restricted shares, Perrigo will receive a deduction in the same amount.
Performance Shares, Performance Units and Restricted Share Units. There are no tax consequences associated with the grant of performance shares, performance units or restricted share units. The holder recognizes ordinary income (treated as compensation) upon a payment on the performance shares,
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performance units or restricted share unit awards in amount equal to the payment received, and Perrigo receives a corresponding tax deduction.
Section 280G. Under certain circumstances, the accelerated vesting of an award in connection with a change in control of Perrigo might be deemed an “excess parachute payment” for purposes of the golden parachute tax provisions of Section 280G of the Code. To the extent they are considered excess parachute payments, a participant in the LTIP may be subject to a 20% excise tax and Perrigo may be unable to receive a tax deduction.
Section 409A. Section 409A of the Code imposes complex rules on nonqualified deferred compensation arrangements, including requirements with respect to elections to defer compensation and the timing of payment of deferred amounts. Depending on how they are structured, certain equity-based awards may be subject to Section 409A of the Code, while others are exempt. If an award is subject to Section 409A of the Code and a violation occurs, the affected participant may be subject to a 20% penalty tax and, in some cases, interest penalties. The LTIP and awards granted under the LTIP are intended to be exempt from or conform to the requirements of Section 409A of the Code.
Section 162(m). Generally, whenever an award holder recognizes ordinary income under the LTIP, a corresponding deduction is available to Perrigo. However, Section 162(m) of the Code placed a $1 million limit on the amount of compensation that Perrigo can deduct in any one taxable year for certain covered employees. Historically, certain performance-based pay has been excluded from this limit. However, the performance-based compensation exception has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to certain covered employees in excess of $1 million per taxable year will not be deductible unless it qualified for the transition relief applicable to certain arrangements in place as of November 2, 2017. Due to uncertainties in the application and the interpretation of the changes to Section 162(m) of the Code and the transition relief for arrangements in place as of November 2, 2017, there is no assurance that compensation intended to be exempt from the $1 million deduction limit will in fact be exempt.
New Plan Benefits
The Talent & Compensation Committee has not granted any awards under the 2019 LTIP subject to shareholder approval of the LTIP Amendment. Participation and the types of awards under the 2019 LTIP are subject to the discretion of the Talent & Compensation Committee, and as a result, the benefits or amounts that will be received by any participant or groups of participants under the 2019 LTIP, including from any additional shares authorized under the LTIP Amendment, are not currently determinable. As of December 31, 2021, the closing price of a Perrigo ordinary share was $38.90.
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The following table sets forth information on restricted shares, RSUs, PSUs and options granted under the LTIP between January 1, 2021 and December 31, 2021:
| Name/Group | Number of RSUs, PSUs and Options Granted(1) | |
| Named Executive Officers |
||
| Murray S. Kessler |
188,840 | |
| James Dillard III |
26,804 | |
| Raymond P. Silcock |
48,733 | |
| Svend Andersen |
34,114 | |
| Todd W. Kingma |
34,114 | |
| Sharon Kochan |
26,804 | |
| All current executive officers as a group |
398,880 | |
| All current non-executive directors as a group |
70,624 | |
| All employees (excluding current executive officers) |
1,264,894 |
(1) Assumes PSUs granted in 2021 achieve target performance over the performance period. No options were granted.
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”) approve the amendment to the Perrigo Company plc 2019 Long-Term Incentive Plan (the “LTIP”) including increasing the number of ordinary shares of the Company available for issuance under the LTIP by 4,471,878 shares.
The Board of Directors unanimously recommends that shareholders vote FOR the amendment of the Perrigo Company plc 2019 LTIP Plan including an increase in the number of shares available under the LTIP
Proposal 5 – Renew the Board’s Authority to Issue Shares under Irish Law
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. On May 12, 2021, shareholders granted the Board authority to issue shares, with such authority to expire on November 12, 2022. The proposed resolution seeks to renew the Board’s authority to issue shares.
It is customary practice in Ireland to seek shareholder authority to issue shares with an aggregate nominal value of up to 33% 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% of our issued 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.
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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 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 €44,398.94 (44,398,939 shares) (being equivalent to approximately 33%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 law
Proposal 6 – Renew the Board’s Authority to Opt-out of Statutory Pre-emption Rights under Irish Law
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 a pro-rata basis (commonly referred to as the pre-emption right). On May 12, 2021, shareholders granted the Board this authorization, with such authority to expire on November 12, 2022. The proposed resolution seeks to renew the Board’s authority to opt-out of statutory pre-emption rights.
It is customary practice in Ireland to seek shareholder authority to opt-out of the pre-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% of a company’s issued share capital (with the possibility of issuing an additional 5% of the company’s issued 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% of the company’s issued share capital.
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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 5, 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. 5 as set out above, 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 €13,454.22 (13,454,224 shares) (being equivalent to approximately 10% of the aggregate nominal value of the issued ordinary share capital of the Company as of March 7, 2022) (the latest practicable date before this Proxy Statement) provided that, with respect to 6,727,112 of such shares, (being equivalent to approximately 5% of the issued ordinary share capital as of March 7, 2022), 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
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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 to opt-out of statutory pre-emption rights under Irish law
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Other Matters
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Presentation of Irish Statutory Financial Statements
The Company’s Irish Statutory Financial Statements for the fiscal year ended December 31, 2021, including the reports of the directors and auditor thereon, will be considered 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, Company Secretary, Sharp Building, Hogan Place, Dublin 2, D02 TY74, Ireland, or at GeneralMeeting@perrigo.com. The Company’s Irish Statutory Financial Statements are also available on our website at www.perrigo.com.
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Annual Report on Form 10-K
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A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, 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 Form 10-K, please contact Todd W. Kingma, Company Secretary, Perrigo Company plc, Sharp Building, Hogan Place, Dublin 2, D02 TY74, Ireland, or at GeneralMeeting@perrigo.com.
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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 7, 2022, the record date, or their proxy holders, may vote their shares at the AGM. On that date, there were 134,542,239 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. |
| 3. | How do I vote? |
| 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 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. |
| If you hold your shares in street name, 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 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. |
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.
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| 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.
| 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: |
Perrigo Company plc,
Sharp Building,
Hogan Place,
Dublin 2, D02 TY74, Ireland
Attn: Company 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. |
If you are a beneficial owner of shares held in street name 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? |
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 Ray Silcock and Todd Kingma 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 Ray Silcock and Todd Kingma.
| 7. | What constitutes a quorum? |
According to our Memorandum and Articles of Association, one or more persons present at the meeting 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 broker non-votes are counted as “shares present” at the AGM for purposes of determining whether a quorum is present at the meeting.
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| 8. | What are broker non-votes? |
A broker non-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 Proposals 2, 5 and 6 and will be considered “broker non-votes” having no effect on the relevant resolution.
| 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.
Proposals 1-5 are ordinary resolutions requiring a simple majority of votes cast. Proposal 6 is a special resolution requiring 75% of votes cast to pass. Abstentions and broker non-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? |
If you want to submit a proposal for inclusion in our proxy statement for the 2023 AGM or nominate an individual for election as a director at the 2023 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 24, 2022. Your nomination or proposal must be in writing and must comply with the proxy rules of the Securities and Exchange Commission (the “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 2023 AGM but not included in the proxy statement, we must receive your written proposal on or after February 5, 2023, but on or before February 25, 2023. 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, Sharp Building, 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
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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 Sharp Building, Hogan Place, Dublin 2, D02 TY74, Ireland.
| 11. | How do I use proxy access to nominate a director candidate for the next AGM? |
Any shareholder or group of up to 20 shareholders 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 2023 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 25, 2022, but on or before November 24, 2022. The number of candidates that may be so nominated is limited to the greater of two or the largest whole 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 shareholder 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 shareholder 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, Sharp Building, Hogan Place, Dublin 2, D02 TY74, Ireland.
| 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, 2021. 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, Sharp Building, Hogan Place, Dublin 2, D02 TY74, Ireland or by email at GeneralMeeting@perrigo.com.
| 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.
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| 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? |
Yes. Our Proxy Statement, Annual Report on Form 10-K, Irish Statutory Financial Statements and a link to the means to vote by Internet are available at www.proxydocs.com/PRGO.
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EXHIBIT A
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The Company provides non-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. These non-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. The non-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.
We previously had an RX segment which was comprised of our prescription pharmaceuticals business in the U.S. and other pharmaceuticals and diagnostic business in Israel, which have been divested. Following the divestiture, there were no substantial assets or operations left in this segment. The Rx segment was reported as Discontinued Operations in 2021, and as such has been eliminated from continuing operations for all periods presented.
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EXHIBIT A
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PERRIGO COMPANY PLC RECONCILIATION OF NON-GAAP MEASURES
Table I
(in millions)
(unaudited)
| Twelve Months Ended December 31, 2021 | ||||
| Consolidated Continuing Operations | Net Sales |
Operating Income | ||
| Reported |
$4,138.7 | $410.4 | ||
| As a % of reported net sales |
9.9% | |||
| Pre-tax adjustments: |
||||
| Amortization expense related primarily to acquired intangible assets |
$213.2 | |||
| Acquisition and integration-related charges and contingent consideration adjustments |
16.3 | |||
| Restructuring charges and other termination benefits |
16.9 | |||
| Unusual litigation |
(365.2) | |||
| Separation and reorganization expense |
2.1 | |||
| Impairment charges |
173.1 | |||
| Indirect RX business support costs* |
12.2 | |||
| Actual to plan constant currency adjustments |
(34.9) | (7.5) | ||
|
|
| |||
| Adjusted |
$4,103.8 | $471.5 | ||
| Twelve Months Ended December 31, 2021 | ||||
| Consumer Self-Care Americas | Net Sales |
Operating Income | ||
| Reported |
$2,693.1 | $206.5 | ||
| As a % of reported net sales |
7.7% | |||
| Pre-tax adjustments: |
||||
| Amortization expense primarily related to acquired intangible assets |
$51.0 | |||
| Impairment charges |
162.2 | |||
| Restructuring charges and other termination benefits |
8.0 | |||
| Indirect RX business support costs* |
2.7 | |||
| Acquisition and integration-related charges and contingent consideration adjustments |
3.1 | |||
| Actual to plan constant currency adjustments |
(4.3) | (1.8) | ||
|
|
| |||
| Adjusted |
$2,688.8 | $431.7 | ||
* Includes certain costs which are reported in GAAP continuing operations but were previously allocated to the RX business. On a go-forward basis, such costs will either be covered by the transition services agreement or eliminated following closing. Accordingly, we do not believe such operational costs are representative of the future expenses of our continuing operations.
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EXHIBIT A
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| Twelve Months Ended December 31, 2021 | ||||
| Consumer Self-Care International | Net Sales |
Operating Income | ||
| Reported |
$1,445.6 | $36.1 | ||
| As a % of reported net sales |
2.5% | |||
| Pre-tax adjustments: |
||||
| Amortization expense primarily related to acquired intangible assets |
$162.2 | |||
| Impairment charges |
10.9 | |||
| Restructuring charges and other termination benefits |
6.1 | |||
| Unusual litigation |
(2.9) | |||
| Actual to plan constant currency adjustments |
(30.5) | (5.7) | ||
|
|
| |||
| Adjusted |
$1,415.1 | $206.7 | ||
3 2022 Proxy Statement
Table of Contents
Perrigo Company plc
P.O. BOX 8016, CARY, NC 27512-9903
YOUR VOTE IS IMPORTANT! PLEASE VOTE BY:
INTERNET
Go To: www.proxypush.com/PRGO
• Cast your vote online
• Have your Proxy Card ready
Follow the simple instructions to record your vote
PHONE Call 1-866-859-2051
• Use any touch-tone telephone
• Have your Proxy Card ready
Follow the simple recorded instructions
MAIL
• Mark, sign and date your Proxy Card
Fold and return your Proxy Card in the postage-paid envelope provided
Perrigo Company plc
Annual Meeting of Shareholders
For Shareholders of record as of March 07, 2022
TIME: Friday, May 6, 2022 10:00 AM, Irish Time/5:00 AM,
Eastern Time
PLACE: Annual General Meeting to be held at The Westin Dublin, College Green, Westmoreland Street, Dublin 2, Ireland, Guinea and Florin Room - please visit
www.proxydocs.com/PRGO for more details.
This proxy is being solicited on behalf of the Board of Directors
The undersigned, revoking any proxy or voting instructions previously given, appoints Raymond P. Silcock and Todd W. Kingma (the “Named Proxies”),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 7, 2022, at the Annual General Meeting of Shareholders to be held at 10:00 a.m. Irish Time/5:00 a.m. U.S. Eastern Time on May 6, 2022, at The Westin Dublin, College Green, Westmoreland Street, Dublin 2,
Ireland, Guinea and Florin Room (with details available at www.proxydocs.com/PRGO) or any adjournment therof.
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 6. If you vote by Internet or telephone, please do
not send your proxy by mail.
You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in
accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return
PLEASE BE SURE TO
SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE
Table of Contents
Perrigo Company plc
Annual Meeting of Shareholders
Please make your marks like this: X
THE BOARD OF DIRECTORS RECOMMENDS A VOTE:
FOR each director nominee named in PROPOSAL 1, and “FOR” on PROPOSALS 2 THROUGH 6
BOARD OF DIRECTORS
RECOMMENDS
PROPOSAL
YOUR VOTE
1. Election of directors to hold office until the 2023 Annual General Meeting of Shareholders
FOR AGAINST ABSTAIN
1.01 Bradley A. Alford FOR
1.02 Orlando D. Ashford FOR
1.03 Katherine C. Doyle FOR
1.04 Adriana Karaboutis FOR
1.05 Murray S. Kessler FOR
1.06 Jeffrey B. Kindler FOR
1.07 Erica L. Mann FOR
1.08 Donal O’Connor FOR
1.09 Geoffrey M. Parker FOR
1.10 Theodore R. Samuels FOR
FOR AGAINST ABSTAIN
2. Ratify, in a non-binding advisory vote, the
appointment of Ernst & Young LLP as the Company’s independent auditor, and authorize, in a binding vote, the Board of Directors, acting through the Audit Committee, to fix the remuneration of the auditor
3. Advisory vote on executive compensation FOR
4. Amend the Company’s Long-Term Incentive Plan FOR
5. Renew the Board’s authority to issue shares under Irish law FOR
6. Renew the Board’s
authority to opt-out of statutory pre-emption rights under Irish law FOR
If you plan to
attend the meeting, please follow the instructions in the Proxy Statement at www.proxydocs.com/PRGO.
Authorized Signatures - Must be completed for your instructions to be
executed.
Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include
title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.
Signature (and Title if applicable)
Date Signature (if held jointly) Date
FOR