NOTICE OF 2023 ANNUAL GENERAL MEETING

Thursday, May 4, 2023

10:00 a.m. (Irish Time)

The 2023 Annual General Meeting (“AGM”) of Shareholders of Perrigo Company plc (“Company” or “Perrigo”) will be held on Thursday, May 4, 2023, at 10:00 a.m. (Irish Time) at The Intercontinental Hotel, Simmonscourt Road, Dublin 4, D04 A9K8.

Meeting Agenda:

Proposals 1 – 5 are ordinary resolutions requiring the approval of a simple majority of the votes cast at the meeting. Proposals 6 and 7 are special resolutions 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, 2022, 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. 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.

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).

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 6, 2023. 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

Kyle L. Hanson

Executive Vice President, General Counsel

and Company Secretary

March 24, 2023

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, 2023, 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, 2022, are available at www.proxydocs.com/PRGO.

The proxy statement, form of proxy and voting instructions are being mailed to shareholders starting on or about March 24, 2023.

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

Proposals

Governance

Board Refreshment

Proxy Summary

Executive Transition/Succession Planning

The Company is led by executives on the Operating Committee (“Operating Committee” or “OC”) which consists of the CEO and his direct reports. Eduardo Bezerra was appointed Executive Vice President and Chief Financial Officer (“CFO”) in May 2022, following the retirement of Raymond P. Silcock. Kyle L. Hanson was appointed Executive Vice President and General Counsel in June 2022, following the retirement of Todd Kingma. Alison Ives was appointed Executive Vice President and Chief Scientific Officer in June 2022.

2022 Performance Update¹

During 2022, Perrigo completed its transformation to a pure play consumer self-care company with the completion of the acquisition of HRA Pharma and turned its focus to ‘Optimizing & Accelerating’ business performance. The momentum created through the transformation enabled the Company to deliver both double-digit top and bottom-line growth on a constant currency basis, including record net sales for both the Consumer Self-Care Americas and Consumer Self-Care International business segments, despite unprecedented global supply chain disruptions, labor shortages, broad-based inflation, the war in Ukraine, the infant formula shortage and the continuing impact of the COVID-19 pandemic.

Other strategic highlights include:

Other commercial highlights and business highlights:

Proxy Summary

Other highlights of fiscal year 2022 results from continuing operations include:

Proxy Summary

Executive Compensation

Executive Compensation Principles

After our transformation to a Consumer Self-Care market leader, our ability to successfully execute our ‘Optimizing & Accelerating’ business strategy will depend in large part on continuing to have the right executive leadership team to guide Perrigo and ensure the long-term success of the company.

For this reason, our executive compensation program is designed to attract, inspire, and retain the highest level of executive talent. Further, our programs are structured to closely align with our business objectives and commitment to shareholder value creation by having the vast majority of our executives` compensation being at risk, not guaranteed, and linked to performance in order to be realized.

Proxy Summary

Program Design

2022 Compensation Highlights

Questions and Answers and Voting Information

Please see the Questions and Answers and Voting Information section beginning on page 86 for important information about voting, the proxy materials, and deadlines for submitting shareholder proposals and director nominees for the 2024 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.

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 (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, Kyle L. Hanson, 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 of Conduct requires that our employees, officers and directors comply with laws and other legal requirements, adhere to our policies and procedures, avoid conflicts of interest, protect corporate opportunities and confidential information, conduct business in an honest and ethical manner and otherwise act with integrity and in Perrigo’s best interest. Our Code of Conduct is available on our website (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, Kyle L. Hanson, 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 ten of our current eleven directors are independent (and nine of the ten nominees), including Bradley A. Alford, Orlando D. Ashford, Katherine C. Doyle, Adriana Karaboutis, Jeffrey B. Kindler, Erica L. Mann, Albert A. Manzone, 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.

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.

Corporate Governance

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 cybersecurity and Environmental, Social and Governance (“ESG”) risks, and the Audit Committee is responsible for the overall framework for the risk assessment and enterprise risk management (“ERM”) process for the Company. The Board’s committees take the lead in discrete areas of risk oversight when appropriate. For example, the Audit Committee is primarily responsible for risk oversight relating to financial statements; 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 of identified risks. Additionally, independent directors meet in executive sessions with management and compliance leaders. The Board has full access to management as well as the ability to engage advisors to assist the Board in its risk oversight role.

The following chart provides a summary overview of key areas of risk oversight for the Board and management.

Corporate Governance

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 CEO, and strong, active independent directors. The Board believes that the Company and its shareholders are well-served by this leadership structure at this time. In addition, having three independent Board Committees chaired by independent directors provides a formal structure for strong, independent oversight of the President and CEO 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, Mr. Ashford has held the position since May 2022. The role of the Chairman includes:

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 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.

Corporate Governance

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 2022, senior management and the investor relations team met with many representatives of current and potential institutional investors representing trillions of dollars in assets under management.

We supplement the above with targeted outreach to shareholders to engage on overall business strategy, executive compensation, environmental, social, and governance matters. As part of that engagement, which occurred in late 2022 and early 2023, we reached out to our top 25 investors, representing 68.2% of shares outstanding. We had conversations with 11 of those investors representing 36.8% of shares outstanding. Company participants included members from investors relations, legal, HR, sustainability & ESG, and finance. Additionally, our Chair of the Talent & Compensation Committee attended several of the meetings representing 24.8% of shares outstanding. We also reached out to two top proxy advisors and ultimately had a conversation with one.

As part of these engagement efforts, we proactively presented our executive compensation philosophy and structure as part of our proposed agenda to solicit investors’ feedback and have a dialogue on our executive compensation program. Additional details on what we heard and how we responded can be found in our Compensation Discussion and Analysis on page 24. In addition to feedback on the compensation program, investors were supportive of our approach and progress on ESG initiatives.

Our shareholders have provided us with valuable feedback and external viewpoints that inform the way we think about our business and strategy, and we are committed to a continuing transparent dialogue.

Anti-Hedging and Anti-Pledging Policies

Our insider trading policy prohibits executive officers and directors of the Company from trading in options, warrants, puts and calls or similar instruments on Company securities and holding Company securities in margin accounts, as well as from pledging Company securities as collateral for a loan. In addition, the policy prohibits Company directors and all employees, including executive officers, from selling Company securities “short”, engaging in “short sales against the box”, and entering into hedging or monetization transactions or similar arrangements with respect to Company securities.

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:

We have a written policy regarding political lobbying activities and expenditures that can be accessed on our website www.Perrigo.com.

Environmental, Social & Governance (“ESG”)

Environmental, Social, Governance – Strategy & Risk Oversight

Perrigo is committed to doing business in a socially, environmentally, and fiscally responsible manner and being transparent with its reporting. Our Board recognizes that responsibly managing our environmental impact, respecting global human rights, creating an authentic work environment where our people can thrive and creating high quality affordable products that make consumer’s lives better are critical to the short and long-term success of the Company.

Our sustainability and ESG initiatives are overseen by the Nominating & Governance Committee, which is responsible for risk oversight relating to corporate governance, cybersecurity, sustainability and environmental matters. In support of these initiatives, President and CEO Murray S. Kessler, and our Vice President of Sustainability & ESG along with other Company leaders, regularly consult and inform the Board about ESG and sustainability topics. Perrigo’s Vice President of Sustainability and ESG heads a cross-functional global team to focus on strategy and execution of our ESG initiatives and reporting, including environmental sustainability and climate, global human rights, ESG reporting and associated frameworks. Furthermore, regular ESG strategy update meetings are scheduled with the members of the Perrigo Operating Committee.

ESG Reporting and Disclosures:

Progress against our Corporate Social Responsibility and Sustainability commitments and programs are reported each year via the Annual Sustainability and ESG report. Over the last few years, we have adopted multiple sustainability and ESG frameworks to guide our efforts, including:

To view our latest ESG report, visit our corporate responsibility page on www.Perrigo.com. Perrigo additionally maintains a list of public ESG policies, such as anti-corruption, climate, DEI and more. To view our list of ESG policies, visit our corporate responsibility page on www.Perrigo.com. References to our Sustainability & ESG Reports, other policies and our website are for information purposes only and none of these sustainability reports, policies or the other information on our website is incorporated by reference herein.

ESG Leadership Objectives:

Priority ESG related performance objectives are assigned to pertinent members of the leadership team as appropriate each year. For example, renewable energy and water reduction targets are assigned to the EVP of Operations and Supply Chain, while annual packaging weight reduction targets and DEI objectives are assigned to multiple members of the Perrigo Operating Committee.

Environment: Environmental Sustainability & Climate

Our environmental sustainability strategy was refreshed in 2021 and updated to provide more focus on the three key pillars: climate and operations, plastics and packaging, and our supply chain. These focus areas were refreshed to better align with global standards like SASB, CDP and the increasing number of customer sustainability programs.

Environmental, Social & Governance (ESG)

Human Rights:

Perrigo is committed to the fight against modern slavery, child labor, unsafe working conditions and any other form of human rights abuse. We maintain a robust set of ethical standards that apply to all employees of Perrigo globally, as well as any contractors, suppliers, and other third parties doing business on our behalf. We conduct regular risk assessments and audits of our supply chain to ensure compliance with our internal standards and those of our customers.

To view these goals and many more, see our 2022 Sustainability and ESG report, our Modern Slavery Statement and our ESG policies available on www.Perrigo.com.

Community Engagement:

Improving healthcare, education, and access to basic needs within our local communities continues to be the strategic giving focus for the Perrigo Company Charitable Foundation. The Board and Perrigo management team encourage employee volunteerism, believing this can directly benefit our employees by developing professional skills and networks while enhancing morale, mental health and good will.

For details on the Perrigo Company Charitable Foundation, our annual giving and employee volunteer initiatives, see our 2022 Sustainability and ESG report available on www.Perrigo.com.

Environmental, Social & Governance (ESG)

Building a Winning Culture through Belonging

Where all colleagues feel welcomed, valued, respected, and heard, and part of a thriving global community

Our new 2023-2026 Diversity, Equity and Inclusion (“DEI”) strategy will focus on cultivating a culture of belonging where everyone at Perrigo can thrive and, collectively, focus on making lives better through self-care.

Belonging is the result of having a globally diverse workforce that represents the consumers we serve, choosing to be inclusive, and ensuring organization policies and practices drive equity.

We have evolved our DEI strategic direction.

2022 DEI Highlights include:

Environmental, Social & Governance (ESG)

Diversity Data: (From 2019 to Year End 2022)

We have set several goals for 2023, including:

Together, we make lives better!

Visit the Diversity Equity and Inclusion page on www.Perrigo.com to learn more.

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 8,900 full time and part time employees spread across 31 countries, of which approximately 20% were covered by collective agreements as of December 31, 2022. 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, Responsibility, and Curiosity – 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.

Environmental, Social & Governance (ESG)

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.

Well-being

Perrigo is pleased to offer all colleagues and their household members well-being programs including mindfulness training, life coaching, free counseling services, legal & financial guidance and referrals, education resources and more.

We continue to enhance our global well-being offering to include a global Employee Assistance Program (“EAP”) to further empower the emotional self-care and well-being of our people and their families at no cost to them. The EAP focuses on providing resources and professional support in the areas of physical, emotional, financial, work-life, community, and educational well-being.

Additionally, we are proud to continue our “HEALTHYyou” well-being program 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 Perrigo Auditing Safety System (“PASS”) observations program, our programs are some of the most robust and transparent in the industry. We work hard to exceed regulations, ensure our employees are well-trained and foster safe workplace environments. Doing so allows us to continuously deliver high-quality self-care products to our customers and consumers.

On-Going 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. With the evolution of the COVID-19 pandemic and the return to work of our colleagues, we have refined our safety measures, continued with appropriate cleaning protocols, while encouraging safety precautions, and 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 revisited our values last year and added Curiosity to our existing values of Respect, Integrity and Responsibility. Embedding curiosity into our values signifies the importance continuous learning and innovation currently play in our culture and the focus it will continue to have.

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).

Environmental, Social & Governance (ESG)

The primary means of learning and development of our colleagues is through meaningful and challenging work. We have a robust process for identifying talent and matching them with opportunities to stretch through our talent review process. We continue to develop a healthy pipeline of diverse internal talent to progress through the organization and have healthy rates of retention. These are strong indicators of our ability to grow capability internally.

We are able to match colleagues with stretching job-related experiences through our robust talent management process. Personal development and learning are guided by ongoing conversations and feedback as part of our performance management philosophy.

Our leaders are encouraged to hold regular career development conversations with our colleagues and support them to find job related experiences to help them get one step closer to reaching their potential. Our approach resulted in 715 promotions in 2022. Additionally, many opportunities are created through cross country/continent exchanges.

Continuous Learning

We start this process with our new colleagues who are all given a structured orientation and onboarding for faster integration. We also empower colleagues to take control of their own development by providing access to our GROWyou personal development curriculum. We expanded access to personal and professional skill development by continuing to partner with LinkedIn Learning. This platform supplements our curriculum by offering colleagues 24/7 access to over 18,000 on-demand self-study courses. Growing our colleagues through ongoing challenging work opportunities and feedback relies on continually improving the quality of our leadership. We continue to improve our ability to identify our future leaders and provide development for them through our Leadership in Action development program. Last year 85 leaders completed the program.

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.

Board of Directors and Committees

Perrigo’s Board of Directors met 12 times during 2022. The Board of Directors has standing Audit, Talent & Compensation and Nominating & Governance Committees, and there were a total of 23 formal committee meetings during 2022. 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 2022.

We encourage all of our directors to attend our annual general meetings, and all directors then serving participated in the AGM in 2022.

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 (www.Perrigo.com) under Investors – Corporate Governance – Committees and are available in print to shareholders upon request to our Company Secretary, Kyle L. Hanson, Sharp Building, Hogan Place, Dublin 2, D02 TY74, Ireland, or GeneralMeeting@perrigo.com.

Audit Committee

During 2022, the Audit Committee met 7 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 2022, the Talent & Compensation Committee (“TCC Committee”) met 10 times. The TCC Committee currently consists of the following independent directors: Jeffrey B. Kindler (Chair), Bradley A. Alford, Erica L. Mann and Albert A. Manzone.

The TCC 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, including salaries, annual incentives, and long-term incentive compensation. The TCC Committee administers Perrigo’s annual incentive and long-term incentive plans. The TCC Committee also reviews and makes recommendations to the Board regarding corporate culture, diversity, equity, and inclusion initiatives.

The TCC 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 TCC Committee in considering and analyzing market practices, trends, and management’s compensation recommendations. Perrigo did not retain FW Cook to perform any other

Board of Directors and Committees

compensation-related or consulting services for the Company. Interactions between FW Cook and management were generally limited to discussions on behalf of the TCC Committee or as required to compile information at the TCC 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 TCC 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 TCC Committee is presented in the Compensation Discussion and Analysis, beginning on page 27.

Nominating & Governance Committee

During 2022, the Nominating & Governance Committee met formally 6 times. In addition, members of the Nominating & Governance Committee met together with advisors regularly in connection with board refreshment, management succession, and self-assessment planning activities. The Nominating & Governance Committee currently consists of the following independent directors: Adriana Karaboutis (Chair), Orlando D. Ashford 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.

Board oversight of global cybersecurity and information security risk

The Board of Directors is responsible for understanding and regularly reviewing the entity’s cyber risk management strategy and execution. The Board’s Nominating & Governance Committee, comprised solely of independent Directors, is charged with oversight of risks related to global cybersecurity and operational resiliency. The Board includes at least one member with cybersecurity and technology experience.

As part of its objective, independent oversight of the key risks facing our company, the Board ensures that management is protecting the company’s data and systems, with a keen focus on global cybersecurity and information security risk which are critical components of our risk management program.

We use a risk-based, “all threats” and “defense in depth” approach to identify, protect, detect, respond to and recover from cyber threats. Recognizing that no single technology, process or business control can effectively prevent or mitigate all risks, we employ multiple technologies, processes and controls, all working independently but as part of a cohesive strategy to minimize risk. This strategy is regularly tested by external parties through auditing, penetration testing, and other exercises designed to assess and test our cyber health, resiliency and the effectiveness of our program.

Board of Directors and Committees

Executive Sessions of Independent Directors

The independent members of the Board of Directors hold regularly scheduled meetings in executive session without management, and they also meet in executive session with the CEO on a regular basis.

Board and Committee Self-Assessments

The Board and the Audit, 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, Kyle L. Hanson, 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.

Board of Directors and Committees

Director Nominations

The Nominating & Governance Committee is responsible for screening and recommending candidates for service as a director and considering recommendations offered by shareholders in accordance with our Articles of Association. The Board as a whole is responsible for approving nominees. The Nominating & Governance Committee recommends individuals as director nominees based on various criteria, including their business and professional background, integrity, diversity, understanding of our business, demonstrated ability to make independent analytical inquiries and the willingness and ability to devote the necessary time to Board and committee duties. A director’s qualifications in meeting these criteria are considered at least each time the director is recommended for Board membership. Should a new director be needed to satisfy specific criteria or to fill a vacancy, the Nominating & Governance Committee will initiate a search for potential director nominees, and it will seek input from other Board members, including the CEO and Chairman of the Board, as well as any senior management or outside advisers assisting in identifying and evaluating candidates.

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. Murray S. Kessler was appointed as a director upon his appointment as our President and CEO in October 2018. Erica L. 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. Albert A. Manzone was appointed to the board in July 2022.

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. 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 39. 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.

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 (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.

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 2022, 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.

For 2022, 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. For Directors who are appointed mid-year, we routinely provide a pro-rated grant, as in the case of Albert A. Manzone in 2022.

Directors who are Perrigo employees receive no compensation for their services as directors.

Director Compensation

The following table summarizes the 2022 compensation of our non-employee directors who served during the year.

Director Compensation

Ownership of Perrigo Ordinary Shares

Directors, Nominees and Executive Officers

The following table shows how many Perrigo ordinary shares the directors, nominees, and named executive officers, individually and collectively, beneficially owned as of March 6, 2023. The percent of class owned is based on Perrigo ordinary shares outstanding as of that date. The named executive officers are the individuals listed on page 23.

Beneficial ownership is a technical term broadly defined by the SEC to mean more than ownership in the usual sense. In general, beneficial ownership includes any shares a shareholder can vote or transfer and stock options and restricted stock units that are vested currently or become vested within 60 days. Except as otherwise noted, the shareholders named in this table have sole voting and investment power for all shares shown as beneficially owned by them.

Ownership of Perrigo Ordinary Shares

Other Principal Shareholders

The following table shows all shareholders other than directors, nominees and named executive officers that we know to be beneficial owners of more than 5% of Perrigo’s ordinary shares. The percent of class owned is based on 135,109,288 Perrigo ordinary shares outstanding as of March 6, 2023.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires that Perrigo’s executive officers, directors and 10% shareholders file reports of ownership and changes of ownership of Perrigo ordinary shares with the SEC. Based on a review of copies of these reports filed with the SEC and written representations from executive officers and directors, all filing requirements were met during 2022, such that there were no delinquent reports in 2022.

Executive Compensation

Compensation Discussion and Analysis

Introduction

During 2022, Perrigo completed its transformation to a pure play consumer self-care company with the completion of the acquisition of HRA Pharma and turned its focus to ‘Optimizing & Accelerating’ business performance. The momentum created through the transformation enabled the Company to deliver both double-digit top and bottom-line growth on a constant currency basis, including record net sales for both the Consumer Self-Care Americas and Consumer Self-Care International business segments, despite unprecedented global supply chain disruptions, labor shortages, broad-based inflation, the war in Ukraine, the infant formula shortage and the continuing impact of the COVID-19 pandemic.

Other strategic highlights include:

Other commercial highlights and business highlights:

Executive Compensation

Other highlights of fiscal year 2022 results from continuing operations include:

Executive Compensation

Our Named Executive Officers for 2022

Perrigo’s named executive officers (“NEO”) for 2022 were:

This Compensation Discussion and Analysis provides information about our executive compensation program, factors that were considered in making compensation decisions for our NEOs, and details on our programs designed to drive Perrigo’s performance into the future.

2022 Say-on-Pay Voting Results

At our 2022 AGM, our shareholders approved our executive compensation, with 76.3% of the votes cast voting in favor of the say-on-pay proposal. While approved by a majority, this was below the level the Committee felt was acceptable. As part of our engagement efforts following our AGM, we explicitly included executive compensation as part of our proposed agenda to proactively solicit our investors feedback and have a dialogue on our executive compensation program.

We reached out to our top 25 investors, representing 68.2% of shares outstanding. We had conversations with 11 of those investors representing 36.8% of shares outstanding. Company participants included members from investor relations, legal, HR, sustainability & ESG, and finance.

Additionally, our Chair of the Talent & Compensation Committee attended several of the meetings representing 24.8% of shares outstanding. We also reached out to two top proxy advisors and ultimately had a conversation with one.

Executive Compensation

During these calls we received candid feedback from our shareholders and took the opportunity to have a robust discussion on our executive compensation program. Feedback from our shareholders varied with many supporting the overall compensation program. Other investors also noted there was room for improvement in our disclosures when discussing our compensation program and the rationale behind certain decisions. During these calls, a few central themes emerged. What we heard and how responded is below:

Executive Compensation

Best Compensation Governance and Practices

Our executive compensation program continues to be grounded in the following policies and practices, promoting sound compensation governance, enhancing alignment of our pay-for-performance philosophy, and furthering our NEOs interests with those of our shareholders:

What We Do

What We Do Not Do

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

Permit hedging or pledging of Perrigo stock

Provide significant perquisites

Provide “single trigger” change in control cash severance benefits

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

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

Mitigate risk by conducting independent annual risk assessments

Provide tax gross-up on any payments other than relocation expenses provided for in our broad-based relocation policy

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

Have rigorous stock ownership guidelines

Use an independent compensation consultant

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

Executive Compensation

2022 Compensation Decisions

The Committee’s key compensation decisions, based on the Company’s results in 2022, were aligned with actual performance in the year:

What Guides Our Executive Compensation Program

Our Executive Compensation Principles

Perrigo’s executive compensation program is designed to attract, inspire and retain our entire executive team, including our named executive officers, who are critical to the execution of Perrigo’s Self-Care strategy and the long-term success of the Company. Perrigo’s executive compensation program reflects our core principles:

The core elements of our executive compensation program are summarized in the table below.

Executive Compensation

The charts below show the target compensation of our CEO and NEOs for fiscal year 2022. These charts illustrate that a majority of NEO compensation is performance-based and/or variable (90% for our CEO and an average of 78% for our other NEOs). The weighting of these pay elements is consistent with the market and best practices and puts a substantial majority of the NEOs’ total direct compensation at risk if performance goals are not achieved or if Perrigo performance declines.

The Decision-Making Process

The Role of the Talent & Compensation Committee (“Committee”). The Committee, which is composed entirely of independent directors, oversees our executive compensation program. The Committee works very closely with FW Cook, its independent executive compensation consultant, and management to examine the efficacy of Perrigo’s executive compensation program. Details of the Committee’s authority and responsibilities are specified in the Committee’s charter, which may be accessed at http://perrigo.investorroom.com/corporate-governance.

Each year, the Committee reviews and approves the elements of compensation for all executive officers, including the NEOs. The Committee submits its recommendations regarding the CEO’s compensation to the independent directors of the Board for approval.

To assist it in making compensation decisions, the Committee annually reviews comprehensive historical, current and projected data on the total compensation and benefits package for each of our NEOs. As needed, additional analyses for various termination events are provided (including terminations with and without cause and for death, disability, retirement or following a change in control) so that the Committee can consider and understand the nature and magnitude of potential payouts and obligations under the various circumstances. The information is prepared by management and reviewed by FW Cook, generally containing data that are substantially similar to that contained in the tables presented below.

The Role of Management. The CEO makes recommendations to the Committee regarding the compensation of all other executive officers for the Committee’s approval. The CEO does not participate in the deliberations of the Committee regarding his own compensation. Management is responsible for implementing the executive compensation program as approved by the Committee and the Board.

Executive Compensation

The Role of the Independent Consultant. For 2022, the Committee continued to engage FW Cook as its independent compensation consultant to provide advice on various aspects of our executive and non-employee director compensation programs. Other than the support that it provided to the Committee, FW Cook provided no other services to the Company or Perrigo management.

The Role of Market Comparison Data. The Committee uses information provided by FW Cook regarding the compensation practices of select companies (“Peer Group”), in addition to applicable broader market data, as an element in evaluating both the structure of our executive compensation program and target levels of compensation. Management also periodically reviews survey and industry data from Mercer Human Resource Consulting, Willis Towers Watson, Aon Hewitt and others regarding the market positioning for base salary, annual, and long-term incentive target levels for all employees, including executives. The Committee considers this information, together with the factors described above under “Our Executive Compensation Principles” on page 26, in determining executive compensation.

Each year, with assistance from FW Cook, the Committee reviews the composition of our Peer Group with the goal to ensure its alignment with our consumer self-care strategy and core business focus. As part of such reviews, the Committee considers specific criteria and recommendations regarding companies to add or remove from the Peer Group. The primary criteria used in determining peer companies are similarity in strategic focus, business operations and/or regulatory environment, company size and industry, as well as evaluating companies that consider Perrigo to be a peer, and/or peer networks as determined by other external parties.

The Peer Group used to inform the Committee’s evaluation and determination of executive compensation opportunities for 2022 was established in the third quarter of 2021. The table below shows the full list of 20 publicly traded companies that were included in the Peer Group used to inform the Committee’s decisions for fiscal year 2022 executive compensation.

The Committee considers the 50th percentile of market data to be a salient indication of what is competitive in the market. However, the Committee does not focus exclusively on market benchmarking data when making compensation decisions for the NEOs. Instead, market data is one of many contributing factors and reference points that the Committee uses when determining appropriate compensation levels for each element of our program (salary, annual, and long-term incentives) and for the combined sum of these elements (total compensation).

In addition to market comparison data, the Committee also considers an individual’s competencies, experience, and overall performance against measurable objectives; Company, segment, and divisional financial and strategic performance; and the aggregate return on investment of executive rewards to Perrigo. Consideration of market comparison data in setting compensation levels is ultimately intended to ensure that our compensation practices are competitive in terms of attracting, motivating, rewarding and retaining executive leaders who can, and do, drive Perrigo’s long-term performance.

Executive Compensation

2022 Executive Compensation Program in Detail

Base Salaries

The Committee approves base salaries for the NEOs other than the CEO. For the CEO, the Committee submits its recommendation for the CEO base salary to the independent directors of the Board for approval. In approving an NEOs base salary, the Committee may consider comparisons among positions internally and externally, proxy and survey data, performance against measurable financial and strategic objectives, job experience, and unique role responsibilities (in addition to any other data points determined to be relevant). To assist the Committee in this process, each year the CEO provides the Committee with base salary recommendations for each of the other NEOs, as well as summaries of such NEOs individual performance.

For 2022 the Committee approved increases in base salaries for the NEOs that were in line with the Company’s overall salary increase budget of 4%.

Annual Incentive Award Opportunities

The Perrigo AIP is designed to motivate and reward employees for achieving and exceeding specific, measurable, strategic and financial goals that support our objective of sustainably creating and increasing long-term shareholder value. Most colleagues participate in the AIP, including executives, management and individual contributors. AIP awards are paid in cash following completion of the performance year.

Near the beginning of each performance period, and in connection with the Board’s approval of the financial plan for the year, the Committee determines and approves the performance goals and payout schedules of the AIP. The payout schedules reflect a range of potential award opportunities that are set around the target performance goals for the year. Additionally, the Board determines and approves the individual annual incentive targets of executives, which are stated as a percentage of base salary. Finally, the Board reviews and approves the individual strategic objectives of executive officers to ensure strong alignment of their AIP with Perrigo’s business priorities. These individual strategic objectives were a formulaic input for determining the bonus opportunity of executive officers in 2022, meaning that each objective is articulated with clearly measurable success criteria focused on the execution of our consumer-focused Self-Care transformation strategy. However, to ensure that awards reflect a named executive officer’s contribution to our results, the Committee has, or in the case of the CEO, the independent directors have, the discretion to adjust any executive officer’s actual award down to as low as 0% payout based on overall individual performance. The maximum incentive award payout for any individual executive is capped at 200% of the target award opportunity.

Target Award Opportunity and Actual Payouts. The 2022 target AIP award opportunities (as a percentage of base salary) and actual payouts (as a percentage of target) for the NEOs are shown in the table below. The range of award opportunities is listed in the Grants of Plan-Based Awards for 2022 table on page 44.

Executive Compensation

Earned awards can range from 0 to 200% of target based on actual performance against the pre-established goals. In addition, to ensure that awards reflect an executive officer’s contribution to our results, the Committee has, or in the case of the CEO, the independent directors have, the discretion to reduce any executive officer’s actual award down to as low as 0 based on individual performance.

2022 AIP Performance Measures. The Committee determined and approved the performance goals and payout schedules for the 2022 Corporate and Segment Leader AIPs, which corresponded to the 2022 financial plan approved by the Board near the beginning of 2022. Messrs. Kessler, Silcock, Bezerra, and Kingma, and Ms. Hanson participated in the Corporate AIP, and Mr. Andersen participated in the CSCI Segment plan. Mr. Dillard participated in the CSCA Segment plan.

Executive Compensation

Eighty percent of each NEO’s AIP is tied to financial measures that underpin our stated strategic long-term growth objectives (3/5/7): AIP OI at the corporate level (and for segment leaders, the segment level) and corporate or segment AIP Net Sales. AIP Net Sales and AIP OI exclude the impact of currency as well as acquisitions and divestitures that were not included in our annual plan. “Total Perrigo” AIP OI and Net Sales are based on the aggregate financial performance of our consumer businesses. As shown in the chart below, 2022 AIP Net Sales attainment, which represents 30% of the NEO`s total target AIP, ranged from 85% for CSCA to 110.1% of target for CSCI. AIP OI attainment, which represents 50% of the NEO`s total target AIP, ranged from 55.2% for CSCA to 90.8% for CSCI.

2022 AIP Financial Targets and Actual Results

Net Sales Threshold/Max is 90%/110% performance for 50%/200% payout; OI Threshold/Max is 80%/120% performance for 50%/200% payout

Perrigo’s AIP Net Sales performance for 2022 of $4,644 million consisted of:

Perrigo’s AIP OI performance for 2022 of $519 million consisted of:

Executive Compensation

Twenty percent (20%) of each NEO’s AIP payout is based on performance against pre-established, measurable individual strategic objectives. The independent directors in the case of the CEO, and the Committee in the case of the other NEOs, assessed each NEO against their individual goals and determined the payouts as a percentage of target, as laid out in the table below:

Executive Compensation

Executive Compensation

2023 AIP Design

During our 2022 meetings with shareholders, investors expressed an interest in seeing more diversified metrics across the LTIP and AIP. Based on this feedback, as well as a review of the compensation program, the Committee approved the addition of Adjusted Gross Margin as a metric for the 2023 AIP design. The addition of this metric will reinforce the results and behavior required for 2023, while also diversifying the metrics used across the incentive plans.

Long-Term Incentive Award Opportunities

Long-term stock-based compensation, awarded under our shareholder-approved LTIP, is intended to motivate and reward Perrigo employees, including the NEOs, for creating sustainable, long-term value, as reflected in the total shareholder return of Perrigo stock. Awards under the LTIP may be in the form of incentive stock options, non-statutory stock options, stock appreciation rights or stock awards, including restricted shares or restricted stock units, or performance stock or performance stock units. We provide long-term incentive opportunities to all eligible employees solely through stock-based awards.

As a variable component of compensation, the amount realized from stock-based compensation will vary based on the long-term performance of Perrigo’s shares. In addition to share price performance, PSUs are only earned if specific, measurable financial and/or market-based performance-conditioned goals are achieved over the applicable performance periods.

The Committee sets stock-based award levels after consideration of an NEO’s position, review of market competitive reward and grant practices, and the aggregate expense to Perrigo.

Executive Compensation

During our regularly scheduled meetings in the first quarter of the calendar year, the independent directors approve all regular annual stock-based awards for the CEO, and the Committee approves all stock-based awards for the other NEOs, as well as the maximum potential total grants for other participating employees. All regular annual stock-based awards are granted on, and priced upon, the closing price of Perrigo stock on the fifth trading day after Perrigo publicly releases its year-end earnings.

Off-cycle stock-based awards may be granted at various times during the year to new hires or to existing non-executive employees under special circumstances (e.g., promotions, retention, performance, etc.) through the shareholder-approved LTIP. Though they rarely occur, off-cycle stock-based awards may also be granted during the year to the executive officers other than the CEO with the approval of the Committee and to the CEO with the approval of the independent directors as permitted under the LTIP. Such awards are priced at the closing price of Perrigo’s shares on the day the awards are granted. No such awards were granted to the CEO or NEOs in 2022 other than a sign-on grant that was provided to Ms. Hanson with the approval of the Committee and consistent with past practice, to replace compensation forfeited from her prior employer.

2022 – 2024 Regular Annual LTIP Awards. All of the NEOs received their annual LTIP award for 2022, which consisted of 50% PSU OI that may be earned based on achievement of PSU OI growth goals (from fiscal 2022 through fiscal 2024), 20% rTSR-PSUs that may be earned based on our rTSR performance versus the companies in the S&P 500 from 2022 through 2024, and 30% RSUs vesting over three years. The table and chart below show the LTIP award values granted in fiscal 2022 for each of the NEOs.

Executive Compensation

LTIP and Pay-for-Performance