DEF 14A

DEF 14A 1 d287267ddef14a.htm DEF 14A DEF 14A

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)

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☒		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

LOGO

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:

To elect, by separate resolutions, ten director nominees to serve until the 2023 Annual General Meeting of Shareholders;

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;

To provide advisory approval of the Company’s executive compensation;

To amend the Company’s Long-Term Incentive Plan;

To renew the Board’s authority to issue shares under Irish law;

To renew the Board’s authority to opt-out of statutory pre-emption rights under Irish law; and

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

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.

Table of Contents



	Page
Proxy Summary		ii

Corporate Governance		1

Environmental, Social & Governance		6

Board of Directors and Committees		14

Certain Relationships and Related-Party Transactions		18

Director Compensation		19

Ownership of Perrigo Ordinary Shares		21

Delinquent Section 16(a) Reports		23

Executive Compensation		24

Potential Payments Upon Termination or Change in Control		52

Talent & Compensation Committee Report		59

Equity Compensation Plan Information		59

CEO Pay Ratio		60

Audit Committee Report		61

Proposals to be Voted on:

(1) Election of Directors		62
(2) Ratification of the appointment of Ernst & Young LLP as the independent auditor of the Company and the authorization to fix the remuneration of the auditor		73
(3) Advisory vote on the Company’s executive compensation		74
(4) Amend the Company’s Long-Term Incentive Plan		75
(5) Renew the Board’s authority to issue shares under Irish law		85

(6) Renew the Board’s authority to opt-out of statutory pre-emption rights under Irish law		86

Presentation of Irish Statutory Financial Statements		89

Annual Report on Form 10-K		90

Questions and Answers and Voting Information		91

Exhibit A		1

The proxy statement, form of proxy and voting instructions are being mailed to shareholders starting on or about March 24, 2022.

i 2022 Proxy Statement

Proxy Summary

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


Date and Time May 6, 2022 at 10:00 a.m. (Irish Time)		The Westin Dublin, College Green, Westmoreland Street, Dublin 2, Ireland, Guinea and Florin Room

Record Date March 7, 2022		Shareholders on the close of business on the record date may vote on all matters.

Proposals


Resolutions Proposed for Shareholder Vote	Board Vote Recommendation	Page Reference for Additional Details
1. Election of directors	FOR each nominee	62
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	FOR	73
3. Advisory vote on executive compensation	FOR	74
4. Amend the Company’s Long-Term Incentive Plan	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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Proxy Summary

^·

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).

iii 2022 Proxy Statement

Proxy Summary

^·

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 19^th 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.

LOGO

What We Do

What We Do Not Do

LOGO Pay-for-Performance philosophy that emphasizes variable, at-risk, performance based, equitable pay

LOGO Permit hedging or pledging of
Perrigo stock

LOGO Provide significant perquisites

LOGO Provide “single trigger” change in control cash severance benefits

LOGO Provide excise tax gross-up on any change in control payments

LOGO Directly align executive compensation with shareholder returns through long-term operational, financial, and share price performance

LOGO Mitigate risk by conducting independent annual risk assessments

LOGO Incorporate plan design features that cap maximum level of payouts, use multiple performance metrics and include claw back provisions

LOGO Have rigorous stock ownership guidelines

LOGO Use an independent compensation consultant

LOGO Regularly review annual share utilization and potential dilution from equity compensation plans


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Proxy Summary

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.

LOGO

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.

v 2022 Proxy Statement

Proxy Summary

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.


				vi

Corporate Governance

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.

1 2022 Proxy Statement

Corporate Governance

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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Corporate Governance

LOGO

Management

Key Risk Responsibilities

• 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

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;

3 2022 Proxy Statement

Corporate Governance

^·

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


				4

Corporate Governance

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.

5 2022 Proxy Statement

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

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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Environmental, Social & Governance (ESG)

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 CO²emissions, 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.
Products and Packaging
^· 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.

7 2022 Proxy Statement

Environmental, Social & Governance (ESG)


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

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

LOGO

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)

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.

LOGO

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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Environmental, Social & Governance (ESG)

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

LOGO

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:


	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”
	Mental Health Advocates			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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Environmental, Social & Governance (ESG)

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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Environmental, Social & Governance (ESG)

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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Environmental, Social & Governance (ESG)

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.

13 2022 Proxy Statement

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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Board of Directors and Committees

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

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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Board of Directors and Committees

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.

17 2022 Proxy Statement

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

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:
Audit		$12,500
Talent & Compensation		$12,500
Nominating & Governance		$ 8,000
Committee Chair Retainer: (in lieu of member retainer)
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.

19 2022 Proxy Statement

Director Compensation

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.	10

SEC Form DEF 14A filed by Perrigo Company plc