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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to §240.14a-12

ANI PHARMACEUTICALS, INC.

(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 the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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[MISSING IMAGE: lg_anipharmaceutical-4clr.jpg]

ANI Pharmaceuticals, Inc.
210 Main Street West
Baudette, Minnesota 56623
(218) 634-3500

April 11, 2023

Dear Fellow Stockholders:

It has been a transformational year for ANI. During 2022, we reached two major inflection points in our company’s growth trajectory. First, in our Rare Disease business unit, we successfully launched our foundational product, Purified Cortrophin® Gel (Repository Corticotrophin Injection USP) 80 U/ml (PCG), giving healthcare professionals a much-needed alternative adrenocorticotropic hormone (ACTH) treatment option. Within our Generics, Established Brands and Other business, we fully integrated our acquisition of Novitium Pharma to create a best-in-class generic R&D organization and consolidated our manufacturing network to capture operational synergies. As a whole, ANI delivered $55.9 million in adjusted Non-GAAP EBITDA and $316.4 million in revenues, representing a 46% year-over-year increase and surpassing $300 million in revenues for the first time in company history.

While we’re proud of these impressive achievements, we believe that our most significant opportunities to continue serving patients in need and drive growth and profitability lie ahead. For 2023 and beyond, we are focused on two strategic imperatives. First, we will continue to scale our Rare Disease business, building on the strong platform we have created for PCG. From June 2022 to January 2023, for the first time in several years, we saw year-over-year growth in the ACTH category, based on IQVIA data. Prior to the PCG launch in January 2022, many prescribers had slowed or discontinued use of the ACTH class but have since restarted, we believe thanks in part to our outreach, and we’ve seen consistent growth in the number of unique as well as repeat prescribers.

To expand market access for PCG, we are actively engaging with Pharmacy Benefit Managers (PBMs) and commercial, Medicaid, and Medicare payers. We have also strengthened our patient services and reimbursement teams to reduce time from enrollment to fulfillment and have undertaken several initiatives to increase the effectiveness of our highly experienced sales force. In 2023, we will augment these efforts with enhanced data to improve prescriber targeting and slightly expand our sales force to reach patients in need in the area of pulmonology.

ANI has built a Rare Disease platform that encompasses medical affairs, patient support, market access, and specialty pharmacy distribution. With this infrastructure in place and a strong foundation set by the success of PCG, we are actively exploring opportunities to scale our Rare Disease business through acquisitions or partnerships.

Our second strategic imperative is to drive growth in our generics business through superior new product launch execution, cost efficiency, and supply reliability. In 2022, sales of our generic pharmaceutical products grew 46.4% year-over-year, and we launched several limited-competition new generics. Over 20 million prescriptions were filled using ANI medicines. We retained a top 10 ranking in abbreviated new drug (ANDA) approvals, a second-place ranking for Competitive Generic Therapy approvals, and filed 12 ANDAs during the year. We expect to continue investing in generics R&D to support our growth aspirations through new product launches. In addition, we have improved our cost-competitiveness by consolidating our manufacturing network. We expect the resulting operational efficiencies to improve GAAP profitability and cash flow by $7 to $8 million on an annualized basis.

Over time, ANI has built a strong reputation as a reliable supplier. We enhanced this reputation by maintaining healthy inventory levels, both for materials and finished goods. In addition, we have maintained

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strong Good Manufacturing Practices (GMP) across our U.S. based manufacturing facilities. Most recently, during the fourth quarter of 2022, the FDA conducted a routine GMP audit at our facility in Baudette, Minnesota. We have already received a favorable Establishment Inspection Report, or EIR, classifying that our Baudette facility is Voluntary Action Indicated (VAI).

While we are proud of the milestones we achieved in 2022 to position ANI to deliver long-term, sustainable growth, we are laser focused on achieving our key strategic initiatives in 2023 and beyond. We look to scale and leverage our Rare Disease platform and maintain the execution, efficiency, and reliability standards we’ve set in generics, all while keeping the patient at the center of everything we do. The ANI team and I remain deeply committed to providing high-quality medicines to patients in need, while broadening our relationships with the investment community and driving shareholder returns.

Thank you for your ongoing support.

Sincerely,

[MISSING IMAGE: sg_nikhillalwani-bw.jpg]

Nikhil Lalwani
Chief Executive Officer

The Board of Directors unanimously recommends that our stockholders vote “FOR” all of the proposals presented in the proxy statement.

Your vote is very important. Even if you plan to attend the Annual Meeting, if you are a stockholder of record of Common Stock, Series A Preferred Stock or Class C Special Stock, please submit your proxy by Internet, mail or telephone as soon as possible to make sure that your shares are represented at the Annual Meeting, or you may submit your proxy at the Annual Meeting. If you hold your shares of Common Stock, Series A Preferred Stock or Class C Special Stock in “street name” through a bank, broker or other nominee, you must vote in accordance with the voting instructions provided to you by such bank, broker or other nominee, which include instructions for voting by Internet or telephone.

Forward-Looking Statements

In this communication we have made certain forward-looking statements within the meaning of the federal securities laws. These statements are based on management’s estimates and assumptions and are subject to risks and uncertainties. Such statements include, but are not limited to, statements about the Company’s corporate strategy, growth strategy, future plans, and other statements that are not historical in nature, particularly those that utilize terminology such as “anticipates,” “will,” “expects,” “plans,” “potential,” “future,” “believes,” “intends,” “continue,” other words of similar meaning, derivations of such words and the use of future dates. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the Securities and Exchange Commission, including the Risk Factors section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company gives no assurance that it will achieve its expectations.

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ANI Pharmaceuticals, Inc.
210 Main Street West
Baudette, Minnesota 56623
(218) 634-3500

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

To Be Held Tuesday, May 23, 2023, 9:00 A.M. (Eastern Time)
Virtual Meeting Only — No Physical Meeting Location

	TIME AND DATE			9:00 A.M. Eastern Time on Tuesday, May 23, 2023, virtual
	PLACE			www.virtualshareholdermeeting.com/ANIP2023
	AGENDA			• Elect the nine director nominees named in the Proxy Statement • Ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the year ending December 31, 2023 • Advisory vote to approve the compensation of the Company’s named executive officers • Approve an amendment to the Amended and Restated 2022 Stock Incentive Plan • Transact such other business as may properly come before the annual meeting (including adjournments and postponements)
	RECORD DATE			April 4, 2023

The Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”) will be held as a virtual-only meeting on Tuesday, May 23, 2023 at 9:00 A.M. Eastern Time. We have adopted a virtual format for the Annual Meeting to provide a safe, consistent and convenient experience to all shareholders regardless of location. You will be able to attend the meeting, submit your questions and comments during the meeting, and vote your shares at the meeting by visiting www.virtualshareholdermeeting.com/ANIP2023.

The platform for the virtual Annual Meeting includes functionality that affords validated stockholders the same meeting participation rights and opportunities they would have at an in-person meeting. Instructions to access and log into the virtual Annual Meeting are provided in the accompanying Proxy Statement.

Only holders of the Company’s Series A Convertible Preferred Stock, Common Stock and Class C Special Stock of record as of April 4, 2023 are entitled to notice of and to vote at the Annual Meeting.

Your vote is very important. Regardless of whether you plan to attend the virtual Annual Meeting, please promptly vote your shares. You may vote your shares over the Internet or via a toll-free telephone number. You may submit your proxy for the Annual Meeting by completing, signing, dating and returning your proxy in the pre-addressed envelope provided. For specific instructions on how to vote your shares, please refer to the section titled “Voting Methods” on page 4 of the Proxy Statement.

It remains very important that your shares are represented and voted at the Annual Meeting. We therefore strongly encourage you to vote in advance of the Annual Meeting.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 23, 2023.

THE NOTICE OF THE 2023 ANNUAL MEETING, THE 2022 PROXY STATEMENT AND THE 2022 ANNUAL REPORT TO STOCKHOLDERS ARE AVAILABLE AT WWW.PROXYVOTE.COM.

By Order of the Board of Directors,

Meredith W. Cook
Senior Vice President, General Counsel and Corporate Secretary

Baudette, Minnesota
April 11, 2023

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	Page
PROPOSAL 1: ELECTION OF DIRECTORS		5
CORPORATE GOVERNANCE		11
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2023		18
AUDIT AND FINANCE COMMITTEE REPORT		20
EXECUTIVE OFFICERS		21
EXECUTIVE COMPENSATION		23
PROPOSAL 3: ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION		47
PROPOSAL 4: APPROVAL OF AMENDMENT TO THE AMENDED AND RESTATED 2022 STOCK INCENTIVE PLAN		48
PRINCIPAL STOCKHOLDERS		61
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		64
OTHER MATTERS		65
ADDITIONAL INFORMATION		65

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ANI Pharmaceuticals, Inc.
210 Main Street West
Baudette, Minnesota 56623
(218) 634-3500

PROXY STATEMENT

FOR 2023 ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 9:00 A.M. Eastern Time
on Tuesday, May 23, 2023

Our Board of Directors (the “Board”) solicits your proxy for the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) and any postponement or adjournment of the Annual Meeting for the matters set forth in “Notice of 2023 Annual Meeting of Stockholders.” The Annual Meeting will be held virtually on Tuesday, May 23, 2023 at 9:00 A.M. Eastern Time at www.virtualshareholdermeeting.com/ANIP2023. This Proxy Statement is being made available to holders of the Company’s Series A Convertible Preferred Stock, $0.0001 par value per share (the “Series A Preferred Stock”),the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”) and the Company’s Class C Special Stock, $0.0001 par value per share (the “Class C Special Stock” and the holders of the Series A Preferred Stock, the Common Stock and the Class C Special Stock together, the “Stockholders”) beginning on April 11, 2023.

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

	Record Date			April 4, 2023
	Quorum Requirement			Holders of at least one-third of the outstanding shares of the Company’s capital stock issued and outstanding and entitled to vote on the record date must be present at the Annual Meeting or represented by proxy. Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum.
	Voting Shares Outstanding on the Record Date			25,000 shares of Series A Preferred Stock, 17,916,935 shares of Common Stock and 10,864 shares of Class C Special Stock outstanding as of April 4, 2023. The 25,000 shares of Series A Preferred Stock outstanding as of April 4, 2023 are entitled to cast an aggregate of 610,413 votes. The 17,916,935 shares of Common Stock and 10,864 shares of Class C Special Stock outstanding as of April 4, 2023 are entitled to cast an aggregate of 17,927,799 votes, which is one vote per share.

Voting by Proxy Voting at the Meeting

Internet, telephone, or mail: We encourage Stockholders to vote in advance of the Annual Meeting, even if they plan to access the Annual Meeting virtually. In order to vote in advance, proxies submitted by Internet or telephone must be received by 11:59 p.m. Eastern Time on May 22, 2023. Stockholders can vote during the Annual Meeting, using the Internet. Beneficial holders who wish to vote during the Annual Meeting must obtain a valid legal proxy and control number from their broker, bank, or other nominee prior to the date of the Annual Meeting giving them the right to vote the shares. Voting by a Stockholder during the Annual Meeting will replace any previous votes.

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Changing Your Vote

If you have given your proxy and later wish to revoke it, you may do so at any time before it is voted at the Annual Meeting by (a) delivering a proxy revocation or another duly executed proxy bearing a later date to our Secretary at 210 Main Street West, Baudette, MN 56623 or (b) casting a later vote via the Internet or telephone, or (c) attending the Annual Meeting and voting online. Attendance online at the Annual Meeting will not revoke a proxy unless the Stockholder actually votes online during the virtual meeting. Your latest Internet or telephone proxy is the one that will be counted. If you hold shares through a broker, bank, or other nominee, you may revoke any prior voting instructions by contacting that firm.

Votes Required to Adopt Proposals

Proposal	Vote Required	Voting Choices	Broker Discretionary Voting Allowed
Election of the director nominees named in the Proxy Statement	The number of votes cast by Stockholders present at the Annual Meeting in person (virtually) or by proxy and voting “FOR” a nominee must exceed the number of votes cast “AGAINST” the nominee.	“FOR”, “AGAINST”, or “ABSTAIN”	No
Ratification the appointment of EisnerAmper LLP as our independent registered public accounting firm for the year ending December 31, 2023	The vote of the holders of a majority of the stock represented and entitled to vote on such proposal.	“FOR”, “AGAINST”, or “ABSTAIN”	Yes
Advisory vote to approve the compensation of the Company’s named executive officers	The vote of the holders of a majority of the stock represented and entitled to vote on such proposal.	“FOR”, “AGAINST”, or “ABSTAIN”	No
Approval of the amendment to the Amended and Restated 2022 Stock Incentive Plan	The vote of the holders of a majority of the stock represented and entitled to vote on such proposal.	“FOR”, “AGAINST”, or “ABSTAIN”	No

Each holder of Common Stock and Class C Special Stock represented at the Annual Meeting will be entitled to cast one vote for each share of Common Stock and Class C Special Stock, as applicable, entitled to vote and held by such holder as of the Record Date. Each holder of Series A Preferred Stock will be entitled to a number of votes equal to the largest number of whole shares of common stock into which all shares of Series A Preferred Stock held of record by such holder could then be converted as of the Record Date. Stockholders do not have cumulative voting rights. The Series A Preferred Stock, the Common Stock and the Class C Special Stock vote together as a single class.

Effect of Abstentions and Broker Non-Votes

Shares voting “abstain” and broker non-votes votes (shares held by brokers that do not have discretionary authority to vote on a matter and have not received voting instructions from their clients) have no effect on the election of directors. The proposal to ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the year ending December 31, 2023 is considered a “routine” matter under applicable SEC and stock exchange rules, and accordingly, broker non-votes are not applicable to

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				such proposal and abstentions will have the same effect as a vote “AGAINST” such proposal. For all other proposals, abstentions will have the same effect as vote “AGAINST” such proposal and broker non-votes have no effect. If you are a beneficial holder and do not provide specific voting instructions to your broker or custodian of your shares, your broker or custodian will not be authorized to vote on any of the matters other than the ratification of the appointment of EisnerAmper LLP. Accordingly, we encourage you to vote promptly, even if you plan to attend the Annual Meeting.
	Voting Instructions			If you complete and submit your proxy voting instructions, the persons named as proxies will follow your instructions. If you are a Stockholder of record and you submit proxy voting instructions but do not direct how to vote on each proposal, the persons named as proxies will vote as the Board recommends on each proposal. The persons named as proxies will vote on any other matters properly presented at the Annual Meeting in accordance with their judgment. Our bylaws set forth requirements for advance notice of nominations and agenda items for the Annual Meeting, and we have not received timely notice of any such matters that may be properly presented for voting at the Annual Meeting, other than the items from the Board described in this Proxy Statement.
	Proxy Solicitation Costs			The expense of soliciting proxy cards, including the costs of preparing, assembling and mailing the Notice of 2023 Annual Meeting of Stockholders, proxy statement and proxy card, will be borne by the Company. Our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
	Voting Results			We expect to announce preliminary results at the Annual Meeting. We will report final results in a filing with the U.S. Securities and Exchange Commission (“SEC”) on Form 8-K.

Access and Log-in Instructions for Virtual Annual Meeting

The platform for the virtual Annual Meeting includes functionality that affords validated Stockholders the same meeting participation rights and opportunities they would have at an in-person meeting. Instructions to access and log into the virtual Annual Meeting are provided below, and once admitted, Stockholders may submit questions and vote their shares by following the instructions that will be available on the Annual Meeting website.

To be admitted to the Annual Meeting, go to www.virtualshareholdermeeting.com/ANIP2023 and enter the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. Online access to the Annual Meeting will open at 8:45 a.m. Eastern Time to allow time for you to log-in prior to the start of the live audio webcast of the Annual Meeting at 9:00 a.m. Eastern Time.

If you are unable to locate your proxy materials containing your 16-digit control number and cannot log-in as a validated Stockholder, you may opt to participate in the Annual Meeting as a “guest,” in which case you will be able to hear the audio webcast but will not be able to utilize the question, voting, or other functions noted above.

How Beneficial Owners May Participate in the Virtual Annual Meeting

If your shares are registered in the name of your bank, broker, or other nominee, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner,

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to vote or ask questions at the virtual Annual Meeting, you must first obtain a valid legal proxy from your bank, broker, or other nominee. Follow the instructions from your bank, broker, or other nominee included with the proxy materials that you are provided, or contact your bank, broker, or other nominee to request a legal proxy form.

Voting Methods

BEFORE the Annual Meeting:

Vote by Internet: Go to www.proxyvote.com until 11:59 p.m. Eastern Time on May 22, 2023.

Vote by Phone: Call toll-free 1-800-690-6903 until 11:59 p.m. Eastern Time on May 22, 2023.

Vote by Mail: Complete, sign, and date the proxy card/voting instruction card and return it in the postage-paid envelope that is enclosed with your proxy materials.

DURING the Annual Meeting:

Vote by Internet: Go to www.virtualshareholdermeeting.com/ANIP2023 and vote during the Annual Meeting by entering the 16-digit control number included in your proxy materials and following the instructions on the Annual Meeting website.

INTERNET AVAILABILITY OF PROXY MATERIALS

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 23, 2023:

THE NOTICE OF THE 2023 ANNUAL MEETING, THE PROXY STATEMENT, AND THE 2022 ANNUAL REPORT TO STOCKHOLDERS ARE AVAILABLE AT WWW.PROXYVOTE.COM.

QUESTIONS

For questions regarding			Contact via mail or email:
Annual meeting			ANI Pharmaceuticals, Inc. 210 Main Street West Baudette, Minnesota 56623 Attn: Investor Relations Email: IR@anipharmaceuticals.com

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PROPOSAL 1: ELECTION OF DIRECTORS

Board Composition; Selection of Nominees

The Company’s bylaws provide that our Board of Directors (the “Board”) may determine the number of directors from time to time. Our Board is currently composed of nine members.

The Company’s Nominating and Corporate Governance Committee is responsible for developing and recommending to the Board for determination any specific minimum qualifications that must be met, any specific qualities or skills that are necessary for one or more of our Board members to possess, and the desired qualifications, expertise and characteristics of our Board members. All directors are encouraged to submit to the Company’s Nominating and Corporate Governance Committee the name of any person deemed qualified to serve on the Board, together with information on the candidate’s qualifications. The Nominating and Corporate Governance Committee also considers candidates recommended by the Company’s Stockholders for election to the Board. The Nominating and Corporate Governance Committee will screen and submit to the full Board the names and biographical information of those persons considered by the Nominating and Corporate Governance Committee to be viable candidates for election as directors.

The Nominating and Corporate Governance Committee is committed to having diverse individuals from different backgrounds with varying perspectives, professional experience, education and skills serving as members of the Board, and believes that a diverse membership with a variety of perspectives and experiences is an important feature of a well-functioning board. In furtherance of this commitment, when considering candidates to fill an open seat on the Board, the Nominating and Corporate Governance Committee will require that the list of candidates to be considered by the Committee for nomination to the Board include candidates with diversity of race, ethnicity, and gender. Any third-party consultant asked to furnish an initial list of candidates will be required to include such diverse candidates.

There are no term limits and no fixed retirement age for directors. The Board does not believe that a fixed retirement age, or term limits, for directors are appropriate. While mandatory retirement and term limits could help insure that there are fresh ideas and viewpoints available to the Board, they hold the disadvantage of losing the contribution of directors who over time have developed increasing insight into the Company and its operations and therefore provide an increasing contribution to the Board as a whole.

Under the merger agreement relating to our acquisition of Novitium Pharma LLC (“Novitium”), certain principal members of Novitium have the right to nominate an “eligible person” to serve on the Board so long as certain ownership thresholds set forth in the merger agreement are satisfied (the “Novitium Nomination Right”). Mr. Muthusamy Shanmugam was nominated pursuant to this provision and was appointed to the Board effective upon the closing of the Novitium acquisition on November 19, 2021 and was re-elected to the Board at the Company’s 2022 Annual Meeting of Stockholders.

When seeking new director candidates, the Nominating and Corporate Governance Committee will consider potential candidates for directors submitted by Board members, members of our management, and our Stockholders, and the Committee does not evaluate candidates differently based upon the source of the nominee. The Company did not receive any director nominations from Stockholders in accordance with procedures set forth in its bylaws. Director nominations presented by Stockholders at the Annual Meeting will not be considered.

The Nominating and Corporate Governance Committee recommended to the Board the following nine incumbent directors of the Board as nominees for election to the Board at the Annual Meeting to serve, if elected, until the 2024 annual meeting and until their successors are duly qualified and elected or until their earlier death, resignation, disqualification or removal. Set forth below are the names and ages of these nominees, the years they became directors, their principal occupations or employment for at least the past five years and the names of other public companies for which they serve as a director or have served as a director during the past five years. Also set forth are the specific experiences, qualifications, or skills that led our Nominating and Corporate Governance Committee to conclude that each person should serve as a director.

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Information Regarding Director Nominees

Robert E. Brown, Jr., 72, has served as a director of the Company since June 2013 and served as Chairman of the Board from June 2013 to June 2020. Mr. Brown has been active in the venture capital and private equity business for over 30 years and since 2000 has served as President, and is the sole stockholder and director, of MVP Management Company, an investment company, and co-founded Meridian Venture Partners, II. L.P., a venture capital and private equity firm in 2000 and its predecessor fund, Meridian Venture Partners, in 1987. Prior to 1987, Mr. Brown was a principal in a merchant banking firm active in both private equity and investment banking. Mr. Brown began his professional career as a certified public accountant with Arthur Andersen & Co. Subsequently, he worked for a subsidiary of The Penn Central Corporation as a financial analyst, and after graduating from law school, practiced corporate tax law at the firm of Morgan, Lewis & Bockius in Philadelphia. Mr. Brown has served on the board of directors of numerous privately-held and public companies, including several healthcare related companies such as Implex Corporation, Dorland Data Networks, Omega Health Systems, Air Medical Group Holdings, Comprehensive Addiction Programs, Inc., and York Risk Services Group, Inc. Mr. Brown holds an A.B. degree from Princeton University, an M.B.A. from the Wharton School of the University of Pennsylvania, and a J.D. from the Law School of the University of Pennsylvania.

Mr. Brown is qualified to serve on our Board because of his significant experience as a director of a number of companies in the healthcare sector.

Mr. Brown is the current Chair of the Board’s Compensation Committee and is a member of the Board’s Nominating and Corporate Governance Committee.

Thomas Haughey, 59, has served as a director since May 2018. Mr. Haughey held the role of General Counsel and Secretary at Par Pharmaceutical Companies, Inc. (“Par”) from 2003 through 2016. In addition to his role as General Counsel, he has held various additional executive roles at Par including President from 2011 to 2012 and, most recently, Chief Administrative Officer from 2012 to 2016. Prior to that, Mr. Haughey held positions at Schering-Plough Corporation, where he was Chief Counsel from 1998 to 2001 and Legal Director from 2001 to 2003. Previously, Mr. Haughey was an attorney at Cadwalader Wickersham & Taft and a certified public accountant at Arthur Anderson & Co. Since 2016, Mr. Haughey has been an adjunct professor at Passaic Community College. Mr. Haughey earned a B.S. in accounting at St. John’s University and a J.D. at the New York University School of Law.

Mr. Haughey is qualified to serve on our Board because of his experience in the pharmaceutical industry, as well as his legal, financial and accounting expertise.

Mr. Haughey is the current Chair of the Board’s Audit and Finance Committee and qualifies as an audit committee financial expert. He is also a member of the Board’s Nominating and Corporate Governance Committee.

Nikhil Lalwani, 45, has served as ANI’s President and Chief Executive Officer and as a member of ANI’s board since September 2020. Prior to joining ANI in September 2020, Mr. Lalwani was Chief Executive Officer of the India RX Business at Cipla Ltd. (NSE: CIPLA), a global pharmaceutical company, from April 2020 to August 2020, Chief Executive Officer of Cipla USA from April 2017 to April 2020, Chief Executive Officer of InvaGen, a subsidiary of Cipla Ltd., from April 2016 to April 2020, as well as other leadership roles at Cipla, including Head of US Strategy, M&A and Integration, and Head of Cipla’s Global Respiratory business. In these roles, Mr. Lalwani developed and executed multi-year strategic growth plans for key products and facilitated successful acquisitions as Cipla entered the specialty pharmaceutical space. Prior to Cipla, Mr. Lalwani was an Associate Partner with McKinsey & Company serving pharmaceutical and healthcare companies across the world, and an engineer with Medtronic. Mr. Lalwani holds a B.S. in Electrical Engineering from Georgia Institute of Technology and an M.B.A. from the Wharton School at the University of Pennsylvania.

Mr. Lalwani is qualified to serve on our Board based on his extensive experience as an executive in the pharmaceutical industry and his position as President and Chief Executive Officer of ANI. As a member of the executive team of the Company, Mr. Lalwani serves a vital function in the link between management and the Board, enabling the Board to perform its oversight function with the benefits of management’s perspective on the business.

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David B. Nash, M.D., 67, has served as a director since May 2018. Dr. Nash is the founding dean emeritus of and the Grandon Professor of Health Policy at the Jefferson College of Population Health, located on the campus of Thomas Jefferson University in Philadelphia, Pennsylvania, having taken that position in 2008. Previously, Dr. Nash was the Chairman of the Department of Health Policy of the Jefferson Medical College from 2003 until 2008. From January 2010 to April 2019, Dr. Nash served on the board of directors of Humana Inc., a health insurance company. Dr. Nash currently serves on the following privately held boards: InfoMC, Best Value Care and Fox Rehabilitation. Dr. Nash is internationally recognized for his work in outcomes management, medical staff development and quality-of-care improvement; his publications have appeared in many articles in major journals. Dr. Nash received his B.A. in economics (Phi Beta Kappa) from Vassar College; his M.D. from the University of Rochester School of Medicine and Dentistry and his M.B.A. in Health Administration (with honors) from the Wharton School at the University of Pennsylvania.

Dr. Nash is qualified to serve on our Board based on his significant prior experience as an independent director and his significant experience in both the life science industry and in academia that enhance the Board’s perspective on the pharmaceutical industry.

Dr. Nash is the current Chair of the Board’s Nominating and Corporate Governance Committee and is a member of the Board’s Audit and Finance Committee.

Antonio R. Pera, 65, has served as a director since August 2020. Mr. Pera served as President of Par Pharmaceutical, the fifth-largest generic manufacturer in the United States, which is now part of Endo International, plc, from December 2013 until his retirement in August 2019. Prior to Par, Mr. Pera held leadership positions at AmerisourceBergen, American Pharmaceuticals Partners, Bedford Laboratories, a division of Ben Venue Laboratories, and Baxter Healthcare. His breadth of experience spans sales, marketing, supply chain operations, and licensing, and he has played a pivotal role in the successful growth and commercialization efforts at several successful pharma entities. Mr. Pera holds a B.S. in Business Administration from the University of Illinois at Urbana-Champaign and an M.B.A. from DePaul University.

Mr. Pera is qualified to serve on our Board based on his significant leadership experience and his knowledge of the pharmaceutical industry.

Mr. Pera is currently a member of the Board’s Compensation Committee.

Muthusamy Shanmugam, 55, has served as a director and as Head of Research & Development and Chief Operating Officer — Novitium Operations since November 2021. Mr. Shanmugam has over three decades of experience in the pharmaceutical industry, most recently serving as President of Novitium from 2016 to November 2021. Mr. Shanmugam began his career as a formulation scientist at Kali Laboratories, Inc. and grew to become a leading formulation development scientist in the generic drug industry. Prior to co-founding Novitium, Mr. Shanmugam also held positions at Par Pharmaceutical, Inc. and Novel Laboratories, Inc. Mr. Shanmugam obtained his M.S. in Industrial Pharmacy from the Tamil Nadu Dr. M.G.R. Medical University and is a registered pharmacist in the state of New York.

Mr. Shanmugam is qualified to serve on our Board based on his extensive experience in the pharmaceutical industry and his leadership of Novitium. Mr. Muthusamy Shanmugam is being re-nominated for election to the Board pursuant to the Novitium Nomination Right.

Renee P. Tannenbaum, Pharm.D., 71, has served a director since March 2022. Dr. Tannenbaum currently serves as a strategic advisor for several biopharmaceutical and device companies and serves as a director to Cardiff Oncology, Inc. and a board advisor to Aerami Therapeutics, Inc. Previously, she served as Vice President of Global Partnering at Halozyme, Inc. from August 2016 to July 2021, where she was responsible for leading the team that executed business development activities and the company’s alliances through partnerships and collaborations. Prior to that, Dr. Tannenbaum was Head of Global Customer Excellence at AbbVie from October 2012 to January 2016, where she was responsible for building commercial capabilities for the organization. Dr. Tannenbaum served as a director at U.S. publicly traded companies, including most recently Zogenix, Inc., foreign publicly traded companies Nordic Nanovector ASA and Cipher Pharmaceuticals, Inc., and Immune Pharmaceuticals, Inc., a privately held company.

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Dr. Tannenbaum received her Doctor of Pharmacy degree from the Philadelphia College of Pharmacy and Sciences, her M.B.A. from Temple University, and her B.S. in Pharmacy from the University of Connecticut.

Dr. Tannenbaum is qualified to serve on our Board based on her extensive executive leadership experience in the pharmaceutical and biopharmaceutical industries and her current and past experience as a director of several U.S. and foreign public companies.

Dr. Tannenbaum is currently a member of the Compensation Committee.

Jeanne A. Thoma, 63, has served as a director since August 2020. Since December 2020, Ms. Thoma has served as a director of Avid Bioservices, Inc. In November 2021, Ms. Thoma joined the Board of Nanoform Finland Oyj, a producer of nanoformed drug particles. In January 2022, Ms. Thoma joined the Board of Pharmathen Global B.V. Previously, Ms. Thoma was on the Board of Vectura Group plc. from December 2020 until the sale of the company in October 2021. From January 2017 to October 2020, Ms. Thoma was the President and Chief Executive Officer of SPI Pharma Inc., a global pharmaceuticals ingredients company which manufactures actives, excipients, and drug delivery systems. From January 2015 to December 2016, Ms. Thoma worked as an independent consultant to technology and specialty chemicals companies. Previously, Ms. Thoma worked for Lonza AG, a Switzerland-based biotech company, where she held positions of increasing responsibility, including President and Chief Operating Officer of the Microbial Control Business Sector. Prior to joining Lonza in 2004, Ms. Thoma spent 14 years at BASF Corp. in the Pharma Solutions business where she held various leadership positions in Sales, Marketing and Operations. Ms. Thoma holds a B.S. from Montclair State University and an M.B.A. from Fairleigh Dickinson University.

Ms. Thoma is qualified to serve on our Board based on her extensive leadership experience in the pharmaceutical industry.

Ms. Thoma is currently a member of the Board’s Audit and Finance Committee.

Patrick D. Walsh, 62, has served as a director since May 2018 and has been Chairman of the Board since June 2020. He also served as interim Chief Executive Officer of ANI from May 2020 to September 2020. Since March 2021, Mr. Walsh has served as Chairman and Chief Executive Officer of Alcami, a global pharmaceutical contract development and manufacturing organization. Mr. Walsh co-founded TriPharm Services, an injectable manufacturing business which was acquired by Alcami, and served as its Chief Executive Officer from May 2019 to April 2020. From 2015 to February 2019, Mr. Walsh was the Chief Executive Officer of Avista Pharma, a private equity-backed global provider of contract manufacturing, development and analytical testing services that was acquired by Cambrex. Mr. Walsh’s earlier career includes serving as Chief Executive Officer of AAIPharma Services Corporation in Wilmington, North Carolina, a global provider of contract manufacturing services that was acquired in 2014, as Chief Executive Officer of Kadmus Pharma, which was acquired by Organon Pharma, and also serving as President and Chief Operating Officer and board member of publicly-traded Gensia-Sicor, which was acquired by Teva. Mr. Walsh currently serves as an independent director of Industria Chemica Emiliano (I.C.E), a private-equity backed specialty chemical company based in Milan, Italy. Mr. Walsh is an Operating Partner (part-time) at healthcare private equity firm Ampersand Capital located in Wellesley, MA and is also Chairman and founder of Diligence Group LLC based in Durham, North Carolina. Mr. Walsh’s prior board of director experience includes serving as Chairman of private equity backed Brammer Bio, an independent director at Landec, Avid Bioservices, Medpharm Ltd. and has previously served as a director in numerous biotechnology and healthcare organizations over the course of his 41-year career.

Mr. Walsh is qualified to serve on our Board because of his 40-plus years of experience at pharmaceutical manufacturing and development organizations and his significant prior experience as an independent director.

Director Compensation

In March 2021, the Nominating and Governance Committee engaged Pearl Meyer & Partners, LLC, an independent compensation consultant, to conduct an assessment of non-employee director compensation. After a review of such assessment, the Board approved and adopted a director compensation policy which became effective on June 3, 2021, consisting of cash compensation, annual awards for continuing directors

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and automatic equity grants for new directors, as set forth in further detail below. The Company’s Compensation Committee, in consultation with Pearl Meyer & Partners, LLC, conducted a re-assessment of non-employee director compensation in December 2022 and determined that no changes were necessary to the policy as of such time.

Annual Cash Compensation. In 2022, the Company’s non-employee directors received an annual cash retainer of $59,250. The Chair of the Board also received an additional annual retainer of $42,500. Chairs of the Audit and Finance, Compensation, and Nominating and Corporate Governance Committees received additional annual retainers of $25,000, $20,000 and $15,000, respectively. Members of Audit and Finance, Compensation, Nominating and Corporate Governance Committees (other than the Chair) received further annual retainers of $12,500, $10,000 and $7,500, respectively. Directors did not receive any meeting fees.

Annual Equity Awards. In March 2021, the Board approved equity grants to the then non-employee directors for the 2021 fiscal year, pursuant to which each non-employee director received 9,292 shares of restricted common stock. In April 2022, the Board approved equity grants to the then non-employee directors (except for Dr. Tannenbaum, who received an initial equity award as discussed further below) for the 2022 fiscal year, pursuant to which each nonmanagement director received 10,049 shares of restricted common stock. The grants of restricted common stock to incumbent non-employee directors will vest on the first anniversary of the grant date.

Equity Awards for New Directors. Pursuant to the board approved nonmanagement director compensation policy, new directors receive automatic equity grants with an aggregate grant date fair value of $435,000. Dr. Tannenbaum, upon joining the Board in March 2022, received an initial equity award of 13,346 shares of restricted common stock, which will vest in three equal installments on the first, second and third anniversary of Dr. Tannenbaum’s appointment to the Board.

The following table sets forth certain information with respect to the compensation paid or awarded by the Company to its non-employee directors who served for some portion or all of the fiscal year ended December 31, 2022.

Name(1)			Fees Earned or Paid in Cash ($)(2)						Stock Awards ($)(3)(4)						Option Awards ($)(4)						Non-Equity Incentive Plan Compensation ($)						Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)						Total ($)
Patrick D. Walsh(5)					111,315						304,183						—						—						—						415,498

SEC Form DEF 14A filed by ANI Pharmaceuticals Inc.