DEF 14A of PERRIGO Co plc, Mar 22, 2024

DEF 14A of PERRIGO Co plc

Filed Mar 22, 2024 · FY20230000950170-24-035264

Open on EDGAR

  1. Executive Compensation Principles

    | | | | | | 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 | | | Directly align executive compensation with shareholder returns through long-term operational, financial, and share price performance | | Provide “single trigger” change in control cash severance benefits | | | | | Provide excise tax gross-up on any change in control payments | | | Mitigate risk by conducting independent annual risk assessments | | | | | 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 | | |

  2. 2023 Compensation Highlights

    2023 Compensation Highlights • For 2023, base salaries for all named executive officers were increased in line with the Company's overall salary increase budget of 4%. • Overall, our performance exceeded our sales targets but fell short of the earnings target in the Annual Incentive Plans or "AIP". Actual payouts to executives vary based on business segment performance. • The three-year cumulative payout for the 2021-2023 currency-neutral Adjusted Operating Income used for Performance Share Units (“PSU OI”) was 114% of target. Please see detailed explanation on page 36. • The three-year cumulative payout for the 2021-2023 Relative Total Shareholder Return Performance Share Units (“rTSR-PSUs”) was 0% of target. • In 2023, NEOs were granted annual Long-Term Incentive Plan (“LTIP”) awards allocated 50% to PSU OI that may only be earned based on achievement of Adjusted Operating Income growth goals over three years (2023-2025), 20% to rTSR-PSUs that may only be earned based on our relative Total Shareholder Return (“rTSR”) performance versus the constituents of the S&P 500 over three years, and 30% to Restricted Stock Units (“RSUs”) vesting over three years—meaning that 70% of our Executives’ Target Long-Term Incentive (“LTI”) compensation is subject to performance hurdles in order to vest. In 2023, Murray S. Kessler notified the Company of his intent to retire. Patrick Lockwood-Taylor, a 30-year experienced executive in consumer self-care, was appointed CEO in June 2023. Mr. Lockwood-Taylor's annual target Total Direct Compensation ("TDC") was established at $8,240,000 which ranked between the 25th and the 50th percentile of the most recently available market data for CEOs of our executive compensation peer companies.

  3. 2023 Compensation Highlights

    | Strategy Focus | Build Inclusive Mindsets | Manage Talent Equitably | Enable Leaders & Embed Accountability | | Intended Outcome (long-term) | All colleagues clearly understand what a culture of belonging looks like and can recognize characteristics within their own team. | All colleagues can thrive because our talent systems & processes drive decisions and achieve results that are equitable. | All leaders clearly understand how to utilize DEI as a lens to make strategic decisions that influence belonging. | | Action Examples | Belonging campaign • Defined belonging & educated workforce • Introduced “Everyday Actions to Build Belonging” • Leader discussion guides & FAQs • “About Me” Belonging profiles • Microaggressions & microaffirmations workshop | Engagement survey • Implemented improved engagement survey tool & process • Measured 6 DEI categories: Belonging, Collaboration, Recognition, Inclusion, Speak My Mind, & Diversity Commitment • Identified baseline & designed improvement action plans | Conversations That Matter • Connected DEI to Perrigo’s Culture Framework • Provided leaders 7 goals related to DEI in 2023 in the form of “Conversations That Matter” • Example goal – Everyone on your team knows how we define inclusion and understands the behaviors that support it |

  4. 2023 Compensation Highlights

    | Strategy Focus | Build Inclusive Mindsets | Manage Talent Equitably | Enable Leaders & Embed Accountability | | Intended Outcome (long-term) | All colleagues clearly understand what a culture of belonging looks like and can recognize characteristics within their own team. | All colleagues can thrive because our talent systems & processes drive decisions and achieve results that are equitable. | All leaders clearly understand how to utilize DEI as a lens to make strategic decisions that influence belonging. | | Priority Focus: | Partner with leaders to further implement drivers of increased belonging and greater cultural competency. Prioritize teams with below benchmark belonging scores. | Adding new methods and processes to source and select best-in-class talent that enables us to serve all consumers. Train Talent Acquisition and Leaders on improved selection. | Conduct focus groups to understand what drives retention for Perrigo. Partner with leaders to influence belonging and retention actions. Improve exit interview process. | | Success Measure: | Business Unit and Team scores against benchmark levels as reported by Engagement survey partner and belonging score increases by 2%. | Increase in applicant flow of talent from historically underrepresented U.S communities leading to increased representation of underrepresented communities. | Increase retention of colleagues that identify with historically underrepresented U.S. communities. |

  5. 2023 Compensation Highlights

    | Director Compensation |

  6. 2023 Compensation Highlights

    For 2023, 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. Directors who are Perrigo employees receive no compensation for their service as directors.

  7. 2023 Compensation Highlights

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) 1 | Total ($) | | O'Connor, Donal | 105,304 | 299,992 | 405,296 | | Parker, Geoffrey M. | 87,500 | 299,992 | 387,492 | | Samuels, Theodore 2 | 32,771 | — | 32,771 | | Alford, Bradley A. | 87,500 | 299,992 | 387,492 | | Kindler, Jeffrey B. | 100,000 | 299,992 | 399,992 | | Karaboutis, Adriana | 91,000 | 299,992 | 390,992 | | Mann, Erica L. | 87,500 | 299,992 | 387,492 | | Doyle, Katherine C. | 92,804 | 299,992 | 392,796 | | Ashford, Orlando D. | 158,000 | 374,990 | 532,990 | | Manzone, Albert A. | 87,500 | 299,992 | 387,492 | | Brown, Julia M. 3 | 12,534 | — | 12,534 |

  8. 2023 Compensation Highlights

    1) Represents the grant date fair value of 8,764 service-based restricted stock units granted to each non-employee director on May 15, 2023, calculated in accordance with U.S. GAAP. As Chair of the Board, Mr. Ashford received 10,955 service-based restricted stock units. The shares vest one year after the grant date. The grant date fair value is based on the closing price of Perrigo Company plc ordinary shares on the NYSE on the grant date which was $34.23 per share for all directors. 2) Mr. Samuels left the Board on May 4, 2023. Ms. Brown joined the Board on November 1, 2023.

  9. 2023 Compensation Highlights

    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 4, 2024. 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 22. Beneficial ownership is a technical term broadly defined by the SEC to mean more than ownership in the usual sense. In general, beneficial ownership includes any shares a shareholder can vote or transfer and stock options and restricted stock units that are 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.

  10. 2023 Compensation Highlights

    * Less than 1%. 1) Includes stock options that are exercisable within 60 days of the record date as well as restricted stock units that may vest within 60 days of the record date. 2) Shares owned include 1,198 shares in a retirement fund. 3) Shares owned include 25,879 shares in a revocable trust, of which Mr. Parker and his spouse are the trustees, and 5,500 shares in the Geoffrey Parker Roth IRA. 4) Shares owned include 13,683 shares owned indirectly via the Panel ApS, an entity wholly-owned by Mr. Andersen. 5) Shares owned include 4,972 shares in a retirement fund. See footnotes 1 through 5. Includes directors and executive officers as of 4 March 2024.

  11. Introduction

    | What We Heard | How We Responded | | While many shareholders appreciated the enhanced disclosure of performance goals for our PSU-OIs included in our 2023 proxy statement describing the 2021-2023 PSU OI program, they indicated a preference towards measurement of cumulative 3-year performance rather than year-over-year growth. | Beginning with the 2024 LTIP award, PSU OI awards will be based on a cumulative three-year OI goal as opposed to three annual goals that are based on growth over prior year actual results. The PSU OI goals continue to be aligned with 3/5/7 growth objectives, as described in more detail below. Additional details on the 2023 PSU OI program are provided in the Long-Term Incentive Award opportunities on page 33. Goals under the most recently completed PSU OI program are found on page 35. | | Some shareholders expressed concern over a perceived misalignment between the level of CEO pay and Company performance. | Target TDC for our former CEO, Mr. Kessler, was above median, reflecting his 20+ years of experience as a public-company CEO, proven track record, and strong leadership throughout our strategic transformation. Although Mr. Kessler’s target TDC ranked high, earned pay delivery was aligned with Company performance, in particular with respect to the long-term equity compensation, which was the largest proportion of CEO compensation. Implementation of our CEO succession plan provided the opportunity to set Mr. Lockwood-Taylor’s starting target TDC between the 25th percentile and median of peer company CEOs. While earned pay delivery will continue to be aligned with Company performance, this lower level of target TDC should mitigate the perceived pay-for-performance misalignment. Additional information on the changes to total compensation and the agreement with Patrick Lockwood-Taylor can be found on page 39. | | Shareholders appreciated the additional color we provided on the importance of our 3/5/7 long-term growth objectives related to our metric selection and goal setting for our incentive plans. | We have enhanced the discussion around the design and goal setting with the AIP and LTIP. As part of the self-care transformation plan to recapture “The Perrigo Advantage” which was unveiled in 2019, the company communicated our strategy to achieve repeatable “3/5/7” growth, i.e., 3% annual Net Sales growth, 5% annual adjusted operating income growth, and 7% annual adjusted diluted Earnings Per Share (“EPS”) growth. Consistently achieving these growth goals would represent successful completion of the self-care transformation and aligns with our long-term strategy. We believe these metrics most effectively align pay and performance and are the same metrics used by our shareholders to evaluate performance. Therefore, we use Net Sales growth and annual adjusted operating income (at the company and segment level, as applicable) as the financial measures in our AIP, and we use adjusted operating income growth as a key measure in our LTIP. While adjusted diluted EPS growth is an important aspect of our 3/5/7 strategy, we have not yet incorporated it into our AIP or LTIP because the strategic focus on profitable growth makes Operating Income the optimal metric for the LTIP. We will continue to consider other metrics for future plan design. |

  12. Introduction

    | What We Heard | How We Responded | | Shareholders expressed an interest in having more diversified metrics across the LTI and AIP (Perrigo’s Short-Term Incentive plan). | We use Adjusted OI (at the Company and segment level, as applicable) as one of several metrics in our AIP. We also use Adjusted OI growth, measured over three years, as a performance metric in our LTIP. We use Adjusted OI in both the AIP and LTIP because it is a measure of operational performance that incentive plan participants understand and can influence, supports our 3/5/7 strategy, and is linked to shareholder value creation. However, we balance this measure with multiple other measures in our AIP and LTIP. Beginning with the 2023 AIP incentive plan, we added an additional incentive plan metric; Adjusted Gross Margin. In response to shareholder feedback and to align with our near-term financial goals, we are incorporating an additional metric into the 2024 AIP; Operating Cash Flow. This further diversifies the performance metrics used across the AIP and LTIP. | | Some shareholders expressed an interest in seeing more detailed metrics related to ESG goals that are included in the NEO's individual strategic objectives. | We included the targets and results of the ESG-related goals included in NEO's strategic objectives, which was to reduce at least 368 metric tons of virgin packaging materials from our products within calendar year 2023. More information on these results can be found in the 2023 Performance Goals and Evaluation table on page 31. |

  13. Introduction

    | | | | | | 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 | | | | | 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 | | |

  14. Introduction

    | Program Element | Talent & Compensation Committee Decisions | | | TC | | Annual Base Salary | Based on the TCC's review of the compensation market data and assessment of individual performance in the prior year, as well as Perrigo’s business priorities and strategy, all executive officers then-serving as of December 31, 2022, received an increase in base pay for 2023 that was in line with all other global employees. | | AIP | The AIP eligible NEOs received annual incentive awards based on corporate, segment, and individual performance against strategic objectives as well as underscoring accountability for delivering our 2023 plan and strategy under the AIP, which ranged from 65% to 75% of target. | | LTIP | In 2023, all of the then-serving named executive officers were granted annual LTIP awards, which were allocated 50% to PSU OI that may be earned based on achievement of Adjusted Operating Income growth goals over three years, 20% to rTSR PSUs that may be earned based on our rTSR performance versus the companies in the S&P 500 over three years, and 30% to Service-Based Restricted Stock Units (“sRSUs”) ratably vesting over three years. |

  15. Our Executive Compensation Principles

    The Decision-Making Process The Role of the TCC. The TCC, which is composed entirely of independent directors, oversees our executive compensation program. The TCC 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 TCC’s authority and responsibilities are specified in the TCC’s charter, which may be accessed at http://perrigo.investorroom.com/corporate-governance. Each year, the TCC reviews and approves the elements of compensation for all executive officers, including the NEOs. The TCC 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 TCC 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 TCC 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 TCC regarding the compensation of all other executive officers for the TCC’s approval. The CEO does not participate in the deliberations of the TCC regarding his own compensation. Management is responsible for implementing the executive compensation program as approved by the TCC and the Board. The Role of the Independent Consultant. For 2023, the TCC 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 TCC, FW Cook provided no other services to the Company or Perrigo management. The Role of Market Comparison Data. The TCC 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 and others regarding the market positioning for base salary, annual, and long-term incentive target levels for all employees, including executives. The TCC 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 TCC 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 TCC 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 (revenue and/or market cap) 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 TCC’s evaluation and determination of executive compensation opportunities for 2023 was established in the third quarter of 2022. The table below shows the full list of 20 publicly traded companies that were included in the Peer Group used to inform the TCC’s decisions for fiscal year 2023 executive compensation.

  16. Our Executive Compensation Principles

    In the third quarter of 2023, the TCC approved an update to the Peer Group that will be used to inform the TCC’s decisions for fiscal year 2024 executive compensation. We routinely evaluate our peers based on business "fit" and similarly situated revenues and market cap. Given the emergence of other Self-care organizations, the TCC took the opportunities to add Haleon, Herbalife and Kenvue who specialize in self-care products and are better aligned to Perrigo. With the additions, the TCC felt it was appropriate to remove Colgate-Palmolive, Kimberly Clarke, and Estee Lauder from our peer group, as these companies are larger in revenue and/or market cap and are not as closely aligned from a business operations and regulatory environment standpoint. The TCC considers the 50th percentile of market data to be a salient indication of what is competitive in the market. However, the TCC does not focus exclusively on market benchmarking data when making compensation decisions for the NEOs. Instead, market data is one of many contributing factors and reference points that the TCC uses when determining appropriate compensation levels for each element of our program (salary, annual, and long-term incentives) and for the combined sum of these elements (total direct compensation). In addition to market comparison data, the TCC 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.

  17. Base Salaries

    * Amounts paid in Euros were converted to U.S. dollars based on foreign exchange rates on the last day of the respective fiscal year. The TCC approves base salaries for the NEOs other than the CEO. For the CEO's base salary, the TCC submits its recommendation to the independent directors of the Board for approval. In approving an NEOs base salary, the TCC 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 TCC in this process, each year the CEO provides the TCC with base salary recommendations for each of the other NEOs, as well as summaries of such NEOs individual performance. For 2023 the TCC 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 discretionary AIP, including executives, management and individual contributors. AIP awards are paid in cash following completion of the performance year. Near the beginning of each annual performance period, and in connection with the Board’s approval of the financial plan for the year, the TCC 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 are

  18. 2023 AIP Financial Targets and Actual Results

    2023 AIP Financial Targets and Actual Results

  19. 2023 AIP Financial Targets and Actual Results

    | IN $MILLIONS | METRIC | TARGET | ACTUAL | PAYOUT (% of TARGET) | | CORPORATE | AIP Net Sales | $4,939.7 | $4,660.1 | 72.7% | | | AIP OI | $630.0 | $573.7 | 77.7% | | | AIP Gross Margin | 38.9% | 38.8% | 97.8% | | CSC AMERICAS | AIP Net Sales | $3,194.2 | $2,962.4 | 63.7% | | | AIP. OI | $530.4 | $464.2 | 68.8% | | | AIP Gross Margin | 38.9% | 38.8% | 97.8% | | | | | 38.8% | | | CSC INTERNATIONAL | AIP Net Sales | $1,745.5 | $1,697.7 | 86.3%% | | | AIP. OI | $286.5 | $284.7 | 98.4% | | | AIP Gross Margin | 38.9% | 38.8% | 97.8% |

  20. 2023 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; Gross Margin Threshold/Max is -200 basis points of target/+100 basis points of target for 50%/200% payout * Payout for performance between levels is interpolated; payout for performance below the threshold level on each metric would result in no payout for that metric. Perrigo’s AIP Net Sales performance for 2023 of $4,660 million consisted of: • $4,656 million of sales as reported in our financial statements; and • $8 million of adjustments primarily to remove the impact of currency fluctuations and acquisitions and exited product lines not included in Perrigo’s original compensation plan for 2023. Perrigo’s AIP OI performance for 2023 of $574 million consisted of: • $152 million of operating income as reported in our financial statements; • $422 million of non-GAAP adjustments reviewed and approved by the Audit Committee of the Board. These adjustments primarily included $270 million of amortization expense, $90 million goodwill impairment charge, $40 million of restructuring charges. In the 2023 plan design twenty percent (20%) of each NEO’s AIP payout is based on performance against pre-established, measurable individual strategic objectives. The independent directors in the case of the CEO, and the TCC in the case of the other NEOs, assessed each NEO against their individual goals.

  21. 2023 AIP Financial Targets and Actual Results

    | 30 | PERRIGO • 2024 PROXY STATEMENT |

  22. 2023 AIP Financial Targets and Actual Results

    | NEO | 2023 Performance Goals | 2023 Evaluation | | Patrick Lockwood - Taylor | • Strengthen Perrigo’s Investment Story • Develop Perrigo’s Long-term Strategic Growth Roadmap • Define fit-for-purpose leadership and performance culture | In determining Mr. Lockwood-Taylor’s individual strategic objectives payout credit, the TCC along with the Board’s Chairman considered Mr. Lockwood-Taylor’s performance in relation to his pre-established goals, noting the following accomplishments: • Delivered EPS which was within the guidance range • Exceeded Cash Conversion Ratio and met with top investors and customers. • Established governance framework to ensure successful launch of Opill • Continued to address new Infant Formula guidelines. • Exceeded ESG goal to reduce virgin packaging materials in 2023 by at least 368 metric tons. The total 2023 reduction of virgin packaging materials was 452 metric tons. • Delivered vision to frame the long-term strategic roadmap to consumerize Perrigo. • Defined clear executive leadership team structure and brought in key talent to lead Stabilization and Growth of Americas business. • Set corporate level DEI goals and identified 3 focus areas and action plans to achieve. | | Eduardo Bezerra | • Advance our Key Strategic Objectives • Drive Operational Improvement • Build a Highly Capable Finance Organization | In determining Mr. Bezerra’ s individual strategic objectives payout credit, the TCC considered the following accomplishments: • Delivered EPS which was within the guidance range • Achieved net leverage target due to enhanced cash-flow • Exceeded goal in go-live of central finance system and other enabling technology. • Delivered Supply chain reinvention savings ahead of plan • Continued to advance and streamline the global finance organization including developing Perrigo Business Services Roadmap and Implementation plan |

  23. 2023 AIP Financial Targets and Actual Results

    | Svend Andersen | • Post Merger Management of Combined Perrigo and HRA Businesses • Take Marketing and Innovation to the next level • Value Creation for the Future | In determining Mr. Andersen’s individual strategic objectives payout credit, the TCC considered the following accomplishments: • Mostly achieved Segment Net Sales, Gross Margin and Adj Operating Income targets including acquired business • Worked toward creating a united strategy and operating model across BUs • Secured new product development growth, exceeded pricing objectives but fell short on SSSO goals • Exceeded ESG goal to reduce virgin packaging materials. The goal was to reduce virgin packaging materials in CSCI products in 2023 by at least 80 metric tons, and the total 2023 CSCI reduction was 131 metric tons. | | Kyle L. Hanson | • Mitigate Legal Risks to Company • Maximize Operating Income and Support Growth Initiatives • Drive a Compliant Culture and a continued focus on ESG | In determining Ms. Hanson’s individual strategic objectives payout credit, the TCC considered the following accomplishments: • Managed critical risks resulting in a positive verdict in Irish Insurance Litigation and continued to implement defense strategies • Implemented action to support growth initiatives, infant nutrition response and remediation efforts still in process • Supported board of directors with governance and compliance efforts • Improved focus on ESG and DEI | | James Dillard III | • Fix the Core/ Create Growth • Deliver HRA and Clearwater Integration • Leadership | In determining Mr. Dillard’s individual strategic objectives payout credit, the TCC considered the following accomplishments: • Delivered EPS which was within the guidance range, missed Adj OI for the third straight year. • Missed eComm sales • Delivered acquisition integration, exceeding planned synergies. • Exceeded in ensuring plants are staffed in line with forecasts • Exceeded ESG goal to reduce virgin packaging materials. The goal was to reduce virgin packaging materials in CSCA products in 2023 by at least 288 metric tons, and the total 2023 CSCA reduction was 321 metric tons • Fell short on SSSO goals | | Ronald Janish | • Supply Chain Reinvention • Deliver Forecast Accuracy and Service • Operations Staffing | In determining Mr. Janish’s individual strategic objectives payout credit, the TCC considered the following accomplishments: • Delivered most defined in-year savings targets related to Supply Chain improvements • Exceeded goals outlined in Redzone Deployment • Exceeded ESG goal to reduce virgin packaging materials. The goal was to reduce virgin packaging materials in 2023 by at least 368 metric tons, and the total 2023 reduction of virgin packaging materials was 452 metric tons. • Partially achieved Forecast Accuracy goals • Exceeded Operations Staffing goals, materially improving turnover rates. |

  24. 2023 AIP Financial Targets and Actual Results

    | PERRIGO • 2024 PROXY STATEMENT | 31 |

  25. 2023 AIP Financial Targets and Actual Results

    In order to ensure that awards reflect a named executive officer's contribution to our results, the TCC has, or in the case of the CEO, the independent directors have, the discretion to adjust any executive officer's actual award down to as low as 0%. For the 2023 payouts, the TCC and independent directors chose to apply this discretion. The plan results and individual performance warranted payouts to the NEOs from 74% to 85%. With a desire to underscore that Senior Leadership should be held to a higher degree of responsibility for financial results, the TCC wanted to ensure that the NEOs received less than the average corporate employee who is receiving 80.5%. The decision was made to cap the maximum payout for NEOs at 75% of target. For AIP eligible NEOs, 2023 AIP payouts ranged from 65%-75% of annual targets. 2023 AIP Target Award Opportunities and Actual Payouts. The 2023 target AIP award opportunities (as a percentage of base salary) and actual payouts (as a percentage of target) for the NEOs are shown in the table below. The range of award opportunities is listed in the Grants of Plan-Based Awards for 2023 table on page 42.

  26. 2023 AIP Financial Targets and Actual Results

    | | 2023 Target AIP | 2023 Actual AIP Payout | | Named Executive Officer | (as % of Salary) | (as % of Target) | | Patrick Lockwood-Taylor | 120% | 75.00% | | Murray S. Kessler* | 137% | - | | Eduardo Bezerra | 80% | 75.00% | | James Dillard III** | 75% | 65.00% | | Svend Andersen | 75% | 75.00% | | Kyle L. Hanson | 65% | 75.00% | | Ronald Janish | 65% | 75.00% |

  27. 2023 AIP Financial Targets and Actual Results

    * As Mr. Kessler’s separation from the Company did not constitute a “Retirement”, as defined in the AIP, he did not receive a prorated AIP bonus. ** As part of Mr. Dillard's separation on October 31, his AIP Payout was pro-rated based on the portion of the year he was employed and paid based on actual performance at the end of the original performance period. 2024 AIP Design In 2023, based on feedback from shareholders and our desire to reinforce business critical measurements, the TCC approved the addition of AIP Gross Margin to the 2023 AIP design. Similarly for the 2024 AIP design, the TCC approved the addition of AIP Operating Cashflow to the 2024 AIP design to underscore its importance. Instead of having 20% of the AIP design allocated to the Individual Strategic Goals, performance related to the 2024 Individual Strategic Goals will act as a modifier of AIP funding based on the financial measures. Perrigo continues on our evolution into a 'One Perrigo' organization focusing on global self-care, the TCC has approved that all NEOs will be measured on Total Perrigo AIP OI, AIP Net Sales, AIP Gross Margin and AIP Operating Cashflow.

  28. 2023 AIP Financial Targets and Actual Results

    | 32 | PERRIGO • 2024 PROXY STATEMENT |

  29. 2023 AIP Financial Targets and Actual Results

    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 TCC sets stock-based award levels after consideration of an NEO’s position, review of market competitive reward and grant practices, and the aggregate expense to Perrigo. During our regularly scheduled meetings in the first quarter of the calendar year, the independent directors approve all regular annual stock-based awards for the CEO, and the TCC 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 or if delayed for business needs, the fifth trading day of the next appropriate month. 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 TCC 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 2023 other than two sign-on grants to Mr. Lockwood-Taylor. These grants consisted of $2,800,000 Restricted Stock Units and $1,500,000 in Equity Performance Stock Units expressly intended to offset a portion of the approximately $4,300,000 in unvested equity which was forfeited upon exiting his previous employer. Mr. Lockwood-Taylor did not receive a 2023 annual grant under the LTIP. 2023 – 2025 Regular Annual LTIP Awards. All of the NEOs received their annual LTIP award for 2023, which consisted of 50% PSU OI that may be earned based on achievement of PSU OI growth goals (from fiscal 2023 through fiscal 2025), 20% rTSR-PSUs that may be earned based on our rTSR performance versus the companies in the S&P 500 from 2023 through 2025, and 30% RSUs vesting over three years. The table and chart below show the LTIP award values granted in fiscal 2023 for each of the NEOs.

  30. 2023 AIP Financial Targets and Actual Results

    | PERRIGO • 2024 PROXY STATEMENT | 33 |

  31. 2023 AIP Financial Targets and Actual Results

    | | 2023 – 2025 Awards | | | | | | Adj. OI-PSUs | rTSR-PSUs | RSUs | Total Grant Value | | Named Executive Officer | 50% | 20% | 30% | 100% | | Patrick Lockwood-Taylor (1) | $1,500,016 | N/A | $2,799,992 | $4,300,008 | | Murray S. Kessler | $4,874,987 | $2,247,048 | $2,925,014 | $10,047,050 | | Eduardo Bezerra | $900,013 | $414,827 | $539,986 | $1,854,825 | | James Dillard III | $749,992 | $345,703 | $449,988 | $1,545,683 | | Svend Andersen | $699,985 | $322,662 | $420,013 | $1,442,661 | | Kyle L. Hanson | $650,016 | $299,621 | $390,002 | $1,339,638 | | Ronald Janish | $425,003 | $195,914 | $254,987 | $875,904 |

  32. 2023 AIP Financial Targets and Actual Results

    1) Award amounts were calculated in accordance with ASC 718. 2) Mr. Lockwood-Taylor received a combination of Adj.OI-PSUs and RSUs as a one-time sign-on award to offset a portion of awards forfeited upon leaving his previous organization. LTIP and Pay-for-Performance The LTIP is designed to align executive rewards with Perrigo performance and investor expectations, and we believe it is working. When Perrigo’s performance did not meet our targets, LTIP awards paid below target. As outlined in the chart below, taking into account the change in market value of our ordinary shares, only 63% of the 2021 – 2023 LTIP award value to our NEOs was realized. *Target amounts were valued using the closing market price of our ordinary shares on the date of grant; $41.04. Realized amounts were valued using the closing market price of our ordinary shares on the date of vest; $37.23 for RSUs vesting on March 4, 2022, $38.75 for RSUs vesting on March 3, 2023, and $27.26 for RSUs and OI PSUs vesting on March 5, 2024. Realized amounts consider actual payout of 114% for OI PSUs and 0% for rTSR PSUs. Analysis excludes Mr. Kessler and Mr. Dillard as they separated from the business on July 31 and October 31, respectively. Currency-Neutral Adjusted Operating Income used for PSUs (PSU OI) Fifty percent of each executive’s target annual grant value is in the form of PSUs based on PSU OI. The TCC selected currency-neutral Adjusted OI (“PSU OI”) as the applicable long-term performance measure for these PSUs because it directly aligns with our stated strategic long-term growth 3/5/7 objectives, specifically consistently delivering 5% annual Adjusted OI growth. The number of PSU OI units earned can be 0 if threshold goals are not achieved or can range from 50% to 200% of the target number of PSUs based on PSU OI versus goals during the three-year performance period.

  33. 2023 AIP Financial Targets and Actual Results

    | 34 | PERRIGO • 2024 PROXY STATEMENT |

  34. 2023 AIP Financial Targets and Actual Results

    For the 2023 grant, as with previous years, goals for the three-year period are set up front as follows: the target goal for the first year of the three-year performance period is based on the Board-approved annual financial plan, and the target goals for the second and third years of the three-year performance period are determined by applying a pre-determined 5% growth rate to the prior year’s actual PSU OI. Earned PSUs are based on the average of the vesting credit for each year in the three-year performance period. The following tables summarize the status of the different performance share awards held by the NEOs:

  35. 2023-2025 PSU OI

    2023-2025 PSU OI

  36. 2023-2025 PSU OI

    | | Year 1 | Year 2 | Year 3 | | CY2023 PSU OI | (CY23) | (CY24) | (CY25) | | Maximum (>=120% of metric target performance pays 200% of Target PSUs) | $756.0 | $723.6 | TBD | | Target (100% of metric target performance pays 100% of Target PSUs) | $630.0 | $603.0 | TBD | | Threshold (80% of metric target performance pays 50% of Target PSUs) | $504.0 | $482.4 | .TBD | | Actual Attainment Baseline for 5% Growth Goal | $574.3 | TBD | TBD | | PSU OI Attainment | $573.8 | TBD | TBD | | Performance as % Metric Target | 91% | TBD | TBD | | Payout as % of Target | 78% | TBD | TBD | | Projected Payout (3 year average of Payout as % of Target) | | | TBD |

  37. 2023-2025 PSU OI

    (1) PSU OI attainment for FY2023 reflects actual FY2023 Adjusted OI attainment adjusted for a currency impact of $.5M versus plan. FY2023 target goal was set at 5% growth over FY2022 Actual Attainment Baseline. (2) Actual and PSU OI Attainment for FY2024 and FY2024 to be available with their respective year-end financial results and definitive proxy statements.

  38. 2022-2024 PSU OI

    2022-2024 PSU OI

  39. 2022-2024 PSU OI

    | | Year 1 | Year 2 | Year 3 | | CY2022 PSU OI | (CY22) | (CY23 YE) | (CY24) | | Maximum (>=120% of metric target performance pays 200% of Target PSUs) | $663.1 | $620.4 | $723.6 | | Target (100% of metric target performance pays 100% of Target PSUs) | $552.6 | $517.0 | $603.0 | | Threshold (80% of metric target performance pays 50% of Target PSUs) | $442.1 | $413.6 | $482.4 | | Actual Attainment Baseline for 5% Growth Goal | $492.3 | $574.3 | TBD | | PSU OI Attainment | $532.7 | $573.5 | TBD | | Performance as % Metric Target | 96% | 111% | TBD | | Payout as % of Target | 91% | 155% | TBD | | Projected Payout (3 year average of Payout as % of Target) | | | TBD |

  40. 2022-2024 PSU OI

    (1) PSU OI Attainment for FY2022 reflects actual FY2022 Adjusted OI attainment adjusted for a currency impact of $40.4M versus plan. FY2023 target goal was set at 5% growth over FY2022 Actual Attainment Baseline. (2) Actual and PSU OI Attainment for FY2024 to be available with its respective year-end financial results and definitive proxy statements. Adjusted Actual Attainment for FY2023 reflects actual FY2023 Adjusted OI attainment adjusted for a currency impact of $.76M versus 2022 actuals.

  41. 2022-2024 PSU OI

    | PERRIGO • 2024 PROXY STATEMENT | 35 |

  42. 2022-2024 PSU OI

    | | Year 1 | Year 2 | Year 3 | | CY2021 PSU OI | (CY21) | (CY22) | (CY23YE) | | Maximum (>=120% of metric target performance pays 200% of Target PSUs) | $681.0 | $603.7 | $620.3 | | Target (100% of metric target performance pays 100% of Target PSUs) | $567.5 | $503.1 | $516.9 | | Threshold (80% of metric target performance pays 50% of Target PSUs) | $454.0 | $402.4 | $413.5 | | Actual Attainment Baseline for 5% Growth Goal | $479.1 | $492.3 | $574.3 | | PSU OI Attainment | $471.6 | $532.3 | $573.5 | | Performance as % Metric Target | 83% | 106% | 111% | | Payout as % of Target | 58% | 129% | 155% | | Projected Payout (3 year average of Payout as % of Target) | | | 114% |

  43. 2022-2024 PSU OI

    (1) PSU OI Attainment for FY2021 reflects actual FY2021 Adjusted OI attainment adjusted for a currency impact of $7.5M versus plan. FY2022 target goal represents 5% growth over FY2021 Actual Attainment Baseline. (2) Adjusted Actual Attainment for FY2022 reflects actual FY2022 Adjusted OI attainment adjusted for a currency impact of $39.9M versus 2021 actuals. FY2023 target goal was set at 5% growth over FY2022 Actual Attainment Baseline. (3) Adjusted Actual Attainment for FY2023 reflects actual FY2023 Adjusted OI attainment adjusted for a currency impact of $.76M versus 2022 actuals.

  44. 2024-2026 PSU OI

    2024-2026 PSU OI For the 2024 grant, the Committee changed the PSU OI program design to further align with investor preference to measure three-year cumulative PSU OI. Instead of measuring year-over-year growth separately for each year of the three-year performance period, the 2024-2026 PSU OI will be earned based on cumulative PSU OI dollars generated over the three fiscal years 2024, 2025, and 2026. Target PSU OI will be the sum of: • Adjusted Operating Income included in the 2024 Annual Financial Plan (“2024 Plan OI") • 2024 Plan OI x 1.05, and • 2024 Plan OI x 1.05 x 1.05 Relative TSR PSUs (“rTSR PSUs”) Twenty percent of each executive’s target annual grant value is in the form of rTSR PSUs. The TCC selected rTSR as the applicable long-term performance measure for these PSUs to directly align the interests of the executive team with the long-term market performance of Perrigo’s shares. The inclusion of rTSR-PSUs in the overall LTIP mix also provides a relative external performance metric to balance the internal performance metric of PSU OI growth in the PSU OI PSUs. The number of rTSR PSUs earned can be 0 if the threshold goal is not achieved, or can range from 50% to 200% of the target number of rTSR PSUs based on Perrigo’s rTSR performance versus the companies in the S&P 500 over the three-year performance period, according to the following table:

  45. 2024-2026 PSU OI

    | 2023-2025 Relative TSR Percentile Rank | Payout (% of Target Shares) | | ≥ 80th Percentile | 200% | | 55th Percentile | 100% | | 30th Percentile | 50% | | <30th Percentile | 0% |

  46. 2024-2026 PSU OI

    | 36 | PERRIGO • 2024 PROXY STATEMENT |

  47. 2024-2026 PSU OI

    Total shareholder return for Perrigo and the peer companies is calculated using an average of adjusted closing prices for the 20-trading day periods starting on the first and ending on the last day of the performance period. Payout for performance between levels is linearly interpolated. If our absolute TSR is negative, the maximum number of shares that may be earned is 100% of target, regardless of our relative performance. In addition, the overall earned value is capped at 500% of the target value.

  48. 2021-2023 rTSR PSUs

    2021-2023 rTSR PSUs The performance period for the 2021-2023 rTSR PSUs ended December 31, 2023. The Company’s relative TSR was below the 30th percentile versus the constituents of the S&P 500, and therefore no shares were earned under this award. Other Policies, Practices and Guidelines

  49. Compensation Risk Assessment

    Compensation Risk Assessment At the TCC’s request, FW Cook, the TCC’s independent consultant, conducted an assessment of Perrigo’s compensation policies and practices for 2023 to determine whether any practices might encourage excessive risk taking on the part of executives. This assessment included a review of Perrigo’s pay philosophy, competitive position, annual incentive arrangements (including broad-based incentive plans, based on an inventory of such plans that management provided to FW Cook) and long-term incentive arrangements (including RSU and PSU design, as well as potential mitigating factors such as stock ownership requirements, caps on incentive plan payouts, and recoupment policies). After considering FW Cook’s assessment, the TCC concluded that our compensation programs are designed and administered with the appropriate balance of risk and reward in relation to our overall business strategy and are not designed in such a way to encourage executives and employees to take unnecessary risks that would be reasonably likely to have a material adverse effect on Perrigo.

  50. Benefits and Perquisites

    terminated Mr. Andersen’s U.K. agreement and replaced it with a Belgian agreement. In March 2023, based on Mr. Janish's move to Ireland and based on Irish law, we entered into an Irish Employment Agreement with Mr. Janish. The key compensation terms of these agreements are summarized below. Post-employment payments under employment agreements, as applicable, and the U.S. Severance Policy, and our Change in Control Severance Policy for U.S. Employees, are presented in the section entitled “Potential Payments Upon Termination or Change in Control” beginning on page 47. All other NEOs, except Mr. Kessler, Mr. Lockwood-Taylor, Mr. Andersen, and Mr. Janish, are subject to our general severance policy.

  51. Mr. Kessler

    Mr. Kessler Murray S. Kessler’s employment agreement became effective on October 8, 2018. In accordance with his employment agreement, Mr. Kessler’s compensation included: a base salary; participation in the AIP; annual grants of equity under the LTIP; and participation in Perrigo’s other employee benefit plans. The employment agreement provided for an initial term of three years, subject to automatic renewal thereafter for one-year periods unless either party provides 180 days’ prior notice of non-renewal. The agreement contained customary confidentiality obligations, non-competition restrictions for two years from the date of termination of employment and non-solicitation restrictions for two years from the date of termination of employment. On February 13, 2019, Mr. Kessler’s employment agreement was amended to avoid the unintended forfeiture of equity compensation if he were to retire after the initial three-year term of his contract. It provided for accelerated vesting of awards granted under the LTIP (other than PSUs, which will vest or be forfeited based on the attainment of performance goals) so long as Mr. Kessler attains age 62 prior to his termination from employment. On March 1, 2021, Perrigo Management Company (a subsidiary of the Company) signed an Amended and Restated Employment Agreement (Amended Agreement) with Mr. Kessler to extend his term as CEO, President and member of the Board of Directors for an additional three-year period through October 8, 2024. The term was subject to automatic renewal thereafter for one-year periods unless either party provides 180 days’ prior notice of non-renewal. The Amended Agreement maintained Mr. Kessler’s current salary and provides a target annual bonus opportunity of $1,545,000 in 2021 and not less than $1,745,000 in 2022 and future years. Beginning in 2022, the fair value of Mr. Kessler’s annual grant under the LTIP would be no less than $9,750,000. In 2023 the Board increased Mr. Kessler’s target compensation in recognition of the major strategic accomplishments in the Company’s self-care transformation under his leadership, including the reconfiguration of the Company’s product portfolio, a significant reduction of uncertainty including the resolution of the potential €1.6 billion Irish tax liability and the return to strong growth of the Company’s topline. The Board also felt the executional excellence required for the Company’s go-forward strategic plans further supported an increase in his target compensation which continues to require strong performance in order for the AIP and LTI PSUs to payout for Mr. Kessler. On May 9, 2023, Mr. Kessler notified the Company of his intent to retire, effective July 31, 2023. The Board implemented its succession plan, and on June 8, 2023 appointed Mr. Lockwood-Taylor as President, CEO and Director, at which time Mr. Kessler retired from those same positions, but remained with the Company in an advisory role to assist with the transition until July 31, 2023.

  52. Mr. Lockwood-Taylor

    Mr. Lockwood-Taylor Mr. Lockwood-Taylor's employment agreement became effective on June 30, 2023. Consistent with our emphasis on performance-based pay, the majority of Mr. Lockwood-Taylor's annual compensation is stock-based with the ultimate value realized based on Perrigo’s stock price performance. In accordance with his employment agreement, Mr. Lockwood-Taylor's compensation includes: a base salary; participation in the AIP; annual grants of equity under the LTIP; and participation in Perrigo’s other employee benefit plans. Mr. Lockwood-Taylor did not receive a 2023 annual grant under the LTIP. The agreement outlines one-time Buy-Out Compensation offered in the form of $2,800,000 Restricted Stock Units and $1,500,000 in Equity Performance Stock Units expressly intended to offset a portion of the approximately $4,300,000 in unvested equity which was forfeited upon

  53. Mr. Janish

    Mr. Janish Mr. Janish's Irish Employment Agreement became effective in March 2023. In accordance with this employment agreement, Mr. Janish's compensation includes a base salary; participation in the AIP; annual grants of equity under the LTIP; and participation in Perrigo's other employee benefit plans. The Employment Agreement is fixed term agreement ending on December 31, 2025 and provides three months' prior notice of termination by both parties. If Mr. Janish were involuntarily terminated by us without cause or voluntarily terminated for good reason (as defined in the Perrigo Employee Severance Programme, Ireland), he would receive cash severance benefits and continued vesting of stock-based awards for thirty-six months. The agreement contains confidentiality provisions. The agreement also contains relocation support consistent with what is required to enable a standard international relocation on a fixed term basis.

  54. Summary Compensation Table

    Summary Compensation Table

  55. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) (1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Patrick Lockwood-Taylor | 2023 | 604,615 | — | 4,300,008 | 1,080,000 | 83,346 | 6,067,969 | | CEO, President | | | | | | | | | Murray S. Kessler | 2023 | 759,557 | — | 10,047,050 | — | 91,133 | 10,897,739 | | Former CEO, President | 2022 | 1,263,750 | — | 9,927,633 | 1,678,865 | 104,088 | 12,974,336 | | | 2021 | 1,236,000 | — | 7,749,994 | 1,444,014 | 99,253 | 10,529,261 | | Eduardo Bezerra | 2023 | 721,000 | — | 1,854,825 | 436,800 | 38,767 | 3,051,392 | | EVP, CFO | 2022 | 437,500 | 200,000 | 1,875,395 | 549,976 | 9,150 | 3,072,021 | | James Dillard III | 2023 | 576,713 | — | 1,545,683 | 267,425 | 39,482 | 2,429,303 | | EVP, President CSCA | 2022 | 674,375 | — | 2,036,398 | 390,078 | 81,869 | 3,182,721 | | | 2021 | 605,558 | — | 1,100,036 | 311,694 | 82,103 | 2,099,391 | | Svend Andersen | 2023 | 647,142 | — | 1,442,661 | 366,687 | 93,806 | 2,550,296 | | EVP, President CSCI (5) | 2022 | 606,592 | — | 2,010,985 | 469,373 | 90,967 | 3,177,917 | | | 2021 | 618,980 | — | 1,400,039 | 465,148 | 96,657 | 2,580,823 | | Kyle L. Hanson | 2023 | 618,000 | — | 1,339,638 | 304,200 | 21,750 | 2,283,588 | | EVP, General Counsel and Secretary | 2022 | 350,000 | — | 1,571,020 | 371,319 | 8,550 | 2,300,889 | | Ronald Janish | 2023 | 622,913 | — | 875,904 | 294,824 | 439,078 | 2,232,720 | | EVP, Global Operations & Supply Chain & CTO | | | | | | | |

  56. Summary Compensation Table

    1) Represents any cash bonus with the exception of the Annual Bonus under the AIP (captured in the column “Non-Equity Incentive Plan Compensation”): for Mr. Bezerra, a sign-on bonus of $200,000, in 2022. 2) Represents the full grant date fair value of stock awards granted in the years shown, calculated in accordance with U.S. GAAP. Stock awards include service-based restricted stock units and performance-based restricted stock units. For the performance-based stock awards, the amounts reported were valued assuming payout at target performance of 100% (the probable outcome of the relevant performance conditions as of the grant date). See the Grants of Plan-Based Awards for 2022 table for additional information regarding the full grant date fair value for all stock awards. Additional weighted average valuation assumptions related to stock awards are included in the stockholders' equity note of the audited financial statements included in our Annual Report on Form 10-K for the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021. 3) The compensation amounts set forth in the “Non-Equity Incentive Plan Compensation” column represent the AIP bonus earned for the relevant fiscal year period as described in the Compensation Discussion and Analysis section entitled 2023 Executive Compensation Program in Detail – Annual Incentive Award Opportunities.. 4) The 'All Other Compensation Detail' table below discloses the compensation amounts set forth in the “All Other Compensation” column of the Summary Compensation Table. 5) Amounts paid to Mr. Andersen and Mr. Janish were converted to U.S. dollars based on foreign currency exchange rates on December 29, 2023.

  57. All Other Compensation Detail

    | Potential Payments Upon Termination or Change-in-Control |

  58. All Other Compensation Detail

    | CEO Pay Ratio |

  59. All Other Compensation Detail

    | Pay versus Performance |

  60. All Other Compensation Detail

    Pay Versus Performance Disclosure Provided below is the Company’s “pay versus performance” disclosure as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act. As required by Item 402(v), we have included: • A list of the most important measures that our Talent & Compensation Committee used in 2023 to link a measure of pay calculated in accordance with Item 402(v) (referred to as “compensation actually paid,” or “CAP”) to Company performance; • A table that compares the total compensation of our NEOs as presented in the Summary Compensation Table (“SCT”) to CAP and that compares CAP to specified performance measures; and • Graphs that describe: o the relationship between our total shareholder return (“TSR”) and the TSR of the S&P 1500 Consumer Staples Index (“Peer Group TSR”); and o the relationships between CAP and our cumulative TSR, GAAP Net Income, and our Company selected measure, PSU OI. This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the executives or how our Talent & Compensation Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Talent & Compensation Committee has not used CAP as a basis for making compensation decisions, nor does it use GAAP Net Income as a performance metric in any of our incentive plans. Relative TSR is a performance metric in our long-term incentive plan, but it is measured on a percentile rank basis versus the companies in the S&P 500, while Peer Group TSR in this disclosure is based on the S&P 1500 Consumer Staples Index, which is a market-cap weighted index. Please refer to our Compensation Discussion and Analysis on pages 21 to 46 for a discussion of our executive compensation program objectives and the ways in which we align executive compensation pay with performance. Metrics Used for Linking Pay and Performance. The following is a list of performance measures, which in our assessment represent the most important performance measures used by the Company to link compensation actually paid to the NEOs for 2023 to performance. Each metric below is used for purposes of determining payouts under either our annual incentive program or vesting of our PSUs. Please see the CD&A for a further description of these metrics and how they are used in the Company’s executive compensation program.

  61. All Other Compensation Detail

    | PSU OI | | Net Income | | Absolute TSR | | Relative TSR |

  62. All Other Compensation Detail

    PSU OI was the most heavily weighted financial performance metric under our incentive programs, and we believe is a profitability measure that, when combined with the other measures in the AIP and PSU awards, supports long-term shareholder value creation. As such, PSU OI is the Company-selected measure included in the table and graphs that follow.

  63. All Other Compensation Detail

    | 56 | PERRIGO • 2024 PROXY STATEMENT |

  64. All Other Compensation Detail

    Pay Versus Performance Table. In accordance with Item 402(v), below is the tabular disclosure for the Company’s CEOs and the average of our NEOs other than the CEO for the past four fiscal years.

  65. All Other Compensation Detail

    | (a) | (b) | (c) | (c) | | (d) | (e) | (f) | (g) | (h) | (i) | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Comp. Table Total for Current CEO(1) | Summary Comp. Table Total for Former CEO | Compensation Actually Paid to Current CEO(2) | Compensation Actually Paid to Former CEO | Average Summary Compensation Table Total for Other NEOs(1) | Average Compensation Actually Paid to Other NEOs(2) | Total Shareholder Return(3) | Peer Group Total Shareholder Return(4) | GAAP Net Income ($mil.)(5) | PSU OI ($mil.)(6) | | 2023 | $6,067,969 | $10,897,739 | $5,906,451 | $8,784,009 | $2,509,460 | $2,108,923 | $69 | $132 | $(12.7) | $574.3 | | 2022 | — | $12,810,155 | — | $11,219,259 | $2,823,990 | $2,582,913 | $71 | $131 | $(140.6) | $532.8 | | 2021 | — | $10,529,261 | — | $5,240,661 | $2,816,541 | $1,954,970 | $78 | $132 | $(68.9) | $471.6 | | 2020 | — | $10,967,230 | — | $7,936,371 | $2,719,981 | $2,230,948 | $88 | $111 | $(162.6) | $542.0 |

  66. All Other Compensation Detail

    (1) 2023 CEOs are Mr. Lockwood-Taylor (current) and Mr. Kessler (former); other NEOs are E. Bezerra, J. Dillard (former), S. Andersen, K. Hanson, and R. Janish; 2022 CEO is M. Kessler; other NEOs are E. Bezerra, S. Andersen, J. Dillard, K. Hanson, T. Kingma (former), and R. Silcock (former); 2021 CEO is M. Kessler; other NEOs are R. Silcock, J. Dillard, S. Andersen, T. Kingma, and S. Kochan; 2020 CEO is M. Kessler; other NEOs are R. Silcock, S. Andersen, T. Kingma, R. Sorota. (2) The dollar amounts reported represent CAP, as computed in accordance with SEC rules. For all amounts shown in columns (c), the following methods were used to calculate fair value of awards: option awards fair value was determined using a Black-Scholes option-pricing model; restricted stock units (RSUs) fair value was based on PRGO’s closing stock price on each valuation date, including accrued dividend equivalent units; performance stock units (PSUs) fair value assumes estimated performance results as of the end of each reporting year for financial metrics (return on tangible capital was the performance measure for our 2017 and 2018 PSUs, and adjusted operating income was the performance measure for our 2019, 2020, 2021, 2022, and 2023 PSUs) and a Monte Carlo simulation valuation model for market metrics (which were relative TSR vs. a peer group for the 2018, and vs. the S&P 500 constituents for 2019, 2020, 2021, 2022, and 2023 PSUs), in accordance with FASB ASC 718. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to the SCT total compensation to determine the CAP values: Reconciliation of Summary Compensation Table to Compensation Actually Paid for CEO:

  67. All Other Compensation Detail

    | Fiscal Year | Reported Summary Compensation Table Total Compensation for CEO | Minus Summary Compensation Table Reported Total Value of Equity Granted to CEO (a) | Plus Year-End Fair Value of Equity Granted During Fiscal Year that is Outstanding and Unvested at Year-End | Plus (Minus) Year-over-Year Change in Fair Value of Awards Granted in Prior Fiscal Years that are Outstanding and Unvested at Year-End | Plus Fair Value at Vesting Date of Awards Granted and Vested During Year | Plus (Minus) Change in Fair Value from Beginning of the Year to Vesting Date of Awards Granted in Any Prior Fiscal Year That Vested During the Year | Minus Fair Value of Any Awards Granted in any Prior Fiscal Year that Fail to Meet Vesting Conditions During the Fiscal Year | Equals CEO CAP | | 2023 (current) | $6,067,969 | $4,300,008 | $4,138,489 | $— | $— | $— | $— | $5,906,451 | | 2023 (former) | $10,897,739 | $10,047,050 | $5,372,539 | $(230,666) | $2,730,013 | $665,344 | $(603,910) | $8,784,009 | | 2022 | $12,810,155 | $9,750,016 | $9,282,667 | $(758,252) | $— | $(219,914) | $(145,380) | $11,219,259 | | 2021 | $10,529,261 | $7,749,994 | $6,504,216 | $(1,836,722) | $— | $(1,135,832) | $(1,070,268) | $5,240,661 | | 2020 | $10,967,230 | $7,749,982 | $6,287,733 | $(1,597,037) | $— | $28,428 | $— | $7,936,371 |

  68. All Other Compensation Detail

    Reconciliation of Summary Compensation Table to Compensation Actually Paid for average other NEOs:

  69. All Other Compensation Detail

    | Fiscal Year | Reported Summary Compensation Table Total for Average Other NEOs | Minus Summary Compensation Table Reported Total Value of Equity Granted to Average Other NEOs (a) | Plus Year-End Fair Value of Equity Granted During Fiscal Year that is Outstanding and Unvested at Year-End | Plus (Minus) Year-over-Year Change in Fair Value of Awards Granted in Prior Fiscal Years that are Outstanding and Unvested at Year-End | Plus Fair Value at Vesting Date of Awards Granted and Vested During Year | Plus (Minus) Change in Fair Value from Beginning of the Year to Vesting Date of Awards Granted in Any Prior Fiscal Year That Vested During the Year | Minus Fair Value of Any Awards Granted in any Prior Fiscal Year that Fail to Meet Vesting Conditions During the Fiscal Year | Equals Average Other NEOs CAP | | 2023 | $2,509,460 | $1,411,742 | $1,053,612 | $(44,700) | $— | $54,504 | $(52,211) | $2,108,923 | | 2022 | $2,823,990 | $1,862,495 | $1,530,044 | $(81,925) | $217,254 | $(25,508) | $(18,447) | $2,582,913 | | 2021 | $2,816,541 | $1,400,030 | $1,110,898 | $(329,578) | $76,203 | $(159,566) | $(159,498) | $1,954,970 | | 2020 | $2,719,981 | $1,550,030 | $1,257,573 | $(197,822) | $— | $10,852 | $(9,608) | $2,230,948 |

  70. All Other Compensation Detail

    | PERRIGO • 2024 PROXY STATEMENT | 57 |

  71. All Other Compensation Detail

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the SCT for the applicable year. (3) TSR assumes an investment of $100 on December 31, 2019 and the reinvestment of any dividends. (4) Reflects peer group total shareholder return indexed to $100 for the S&P 1500 Consumer Staples Index, which is an industry line index reported in the performance graph included in the Company’s 2022 Annual Report on Form 10-K. (5) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. (6) Values shown reflect PSU OI for the applicable reporting year. Relationship between CAP and TSR of Company and Peer Group. The graphs below illustrate the relationship between CAP for our CEO and other NEOs with the TSR of the Company and the Peer Group. While the CAP amounts for our CEO and other NEOs were generally aligned with our TSR, other factors influence CAP, such as our stock price at the time of vesting during the year, the timing of new equity grants, as well as our performance versus the other measures in our annual and long-term incentive plans. The graph below also illustrates the relationship between our TSR and the Peer Group TSR.

  72. All Other Compensation Detail

    | 58 | PERRIGO • 2024 PROXY STATEMENT |

  73. All Other Compensation Detail

    Relationship between CAP and GAAP Net Income. The graph below reflects the relationship between the CEO and Average other NEO CAP and our GAAP Net Income. As discussed in more detail in our Compensation Discussion & Analysis, GAAP net income is not used as a metric in our annual or long-term incentive plans due to the variance in non-cash and other charges recorded against Net income. As such, we believe that its relationship to CAP and our performance is less illustrative than other metrics that factor more directly into our executive compensation program, including Adj. OI.

  74. All Other Compensation Detail

    | PERRIGO • 2024 PROXY STATEMENT | 59 |

  75. All Other Compensation Detail

    Relationship between CAP and PSU OI (our Company-Selected Measure). The graph below reflects the relationship between CEO and Average Other NEO CAP and PSU OI. PSU OI was the most heavily weighted financial performance metric under our 2023 incentive programs. We believe that PSU OI is an important profitability measure because it directly aligns with our stated strategic long-term growth “3/5/7” objectives, and, when combined with the other measures utilized in our incentive plans, supports long-term shareholder value creation. While the CAP amounts for our CEO and other NEOs were somewhat correlated with changes in our PSU OI, other factors influence CAP, such as our stock price at the time of vesting during the year, the timing of new equity grants, as well as our performance versus the other measures in our annual and long-term incentive plans.

  76. All Other Compensation Detail

    | 60 | PERRIGO • 2024 PROXY STATEMENT |

  77. All Other Compensation Detail

    | Audit Committee Report |

  78. All Other Compensation Detail

    Audit Committee Report The Audit Committee of the Board is responsible for monitoring the following, including their related risks: (1) Perrigo’s accounting and financial reporting principles and policies; (2) the integrity of Perrigo’s financial statements and the independent audit thereof; (3) Perrigo’s compliance with legal and regulatory requirements; (4) the qualifications, independence and performance of Perrigo’s independent registered public accounting firm; (5) the qualifications and performance of Perrigo’s internal audit function including where the service is outsourced and (6) Perrigo’s internal control over financial reporting. In particular, these responsibilities include, among other things, the appointment and compensation of Perrigo’s independent registered public accounting firm, reviewing with the independent registered public accounting firm the plan and scope of the audit of the financial statements and internal control over financial reporting and audit fees, monitoring the adequacy of reporting and internal controls and meeting periodically with internal auditors and the independent registered public accounting firm. All of the members of the Audit Committee are independent directors, as such term is defined in Section 303A.02 of the NYSE Listed Company Manual. The Board has adopted an Audit Committee Charter, which it reviews annually based upon input from the Audit Committee. In connection with the December 31, 2023 financial statements, the Audit Committee: (1) reviewed and discussed the audited financial statements with management; (2) discussed with the independent registered public accounting firm the matters required to be discussed under current auditing standards, and (3) received and discussed with the independent registered public accounting firm the written disclosures and letter from the independent registered public accounting firm required under PCAOB Ethics and Independence Rule 3526 and has discussed with the independent registered public accounting firm their independence. Based upon these reviews and discussions, the Audit Committee has recommended to the Board of Directors, and the Board of Directors has approved, that Perrigo’s audited financial statements be included in Perrigo’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2023.

  79. All Other Compensation Detail

    | THE AUDIT COMMITTEE Donal O’Connor, Chair Katherine C. Doyle Geoffrey M. Parker |

  80. All Other Compensation Detail

    | PERRIGO • 2024 PROXY STATEMENT | 61 |

  81. All Other Compensation Detail

    | Proposals to be Voted on |

  82. All Other Compensation Detail

    Proposal 1 – Election of Directors Under the Company’s Articles of Association, the Board of Directors must consist of between two and eleven directors, with the exact number determined by the Board of Directors. Eleven directors currently serve on our Board of Directors. In connection with Ms. Mann's decision not to stand for re-election, in accordance with our Articles of Association, our Board of Directors intends to reduce the number of directors from eleven to ten, effective as of the conclusion of the Annual General Meeting. All directors who are elected will serve until the 2025 Annual General Meeting. Based upon the recommendation of the Nominating & Governance Committee, the Board of Directors has nominated Bradley A. Alford, Orlando D. Ashford, Julia M. Brown, Katherine C. Doyle, Adriana Karaboutis, Jeffrey B. Kindler, Patrick Lockwood-Taylor, Albert A. Manzone, Donal O’Connor and Geoffrey M. Parker for election as directors to serve until the 2025 Annual General Meeting. Shareholders are entitled to one vote per share for each of the ten nominees. In order to be elected as a director, each nominee must receive the affirmative vote of a majority of the votes cast in person or by proxy. If a director nominee does not receive this majority vote, he or she is not elected. Information about each nominee is set forth below is based on information provided to us as of March 11, 2024. All Director nominees exhibit:

  83. All Other Compensation Detail

    | • High integrity | • An appreciation of multiple cultures | | • A proven record of success | • Knowledge of corporate governance requirements and practices |

  84. All Other Compensation Detail

    Our Director nominees bring a balance of relevant skills to our boardroom:

  85. All Other Compensation Detail

    | • Global perspective | • Financial | | • Consumer and pharmaceutical | • Public company board experience | | • CEO experience | | | • Regulatory and governmental | |

  86. All Other Compensation Detail

    Our Director nominees exhibit an effective mix of diversity, experience and fresh perspectives: • Gender diversity: 30% • Racial or Ethnic Diverse 20% • Average age: 61 years • Average tenure: approximately 5 years • Active versus former executives: 5:5 Countries of origin: Monaco, Ireland, and U.S.A.

  87. All Other Compensation Detail

    | PERRIGO • 2024 PROXY STATEMENT | 62 |

  88. All Other Compensation Detail

    Director Skills Matrix

  89. All Other Compensation Detail

    | SKILLS & EXPERTISE | | | | | | | | | | | | | | Senior Leadership Leadership or senior advisory position |  |  |  |  |  |  |  |  |  |  | | | Financial Expertise Significant experience in positions requiring financial knowledge and analysis |  |  | |  | |  |  |  |  |  | | | Industry.Management level experience in a similar industry |  |  | |  | |  |  | | |  | | | OTC/ Consumer Commercial Expertise and experience in an OTC or consumer commercial focused healthcare company |  | | |  |  |  |  |  | | | | | Manufacturing/ Supply Chain Experience managing manufacturing operations, facilities, and processes including supply chain logistics |  |  |  |  |  | |  |  | | | | | International Business / Strategy Management of or responsibility for large, complex global operations and strategic direction and growth |  |  |  |  |  |  |  |  |  | | | | IT / Cyber Security Expertise and experience in cybersecurity, information technology and/or data protection | | | | |  | | |  | | | | | Governance / Regulatory Experience in regulatory compliance and policy matters, legal or regulatory affairs background |  |  |  |  |  |  |  |  |  |  | | | Gender/Ethnic Diversity | |  |  |  |  | | | | | | | | Marketing / Sales Experience managing or overseeing sales and marketing in a global company |  | |  |  | |  |  |  | | | | | ESG Experience as a senior executive with responsibility for ESG, or membership of a board committee with ESG oversight |  |  |  |  |  |  |  |  |  |  | | | Public Company Board - Experience as a board member of a publicly traded company |  |  |  |  |  |  |  |  |  |  | | | Merger & Acquisition/Corporate Development - Experience or expertise in structuring financing and executing strategic acquisitions, partnerships, and other corporate development activities |  |  |  |  |  |  |  |  |  |  | | | Human Capital - Experience leading large, diverse teams and human capital management initiatives. |  |  |  |  |  |  |  |  |  | | | BACKGROUND | | | | | | | | | | | | | Independent | |  |  |  |  |  |  | |  |  |  | | Tenure | | 7 | 4 | 0.5 | 4 | 7 | 7 | 1 | 2 | 10 | 8 |

  90. All Other Compensation Detail

    | PERRIGO • 2024 PROXY STATEMENT | 63 |

  91. All Other Compensation Detail

    Election of Directors The following table provides summary information about our nominees for election to the Board of Directors. Additional information for all of our director nominees may be found on pages 66 - 70.

  92. All Other Compensation Detail

    | Name | Director Since | Primary Occupation | Independent | Number of Other Public Company Boards | | Bradley A. Alford | 2017 | Former Executive | Yes | One | | Orlando D. Ashford | 2020 | Executive | Yes | One | | Julia M. Brown | 2023 | Former Executive | Yes | Three | | Katherine C. Doyle | 2020 | Former Executive | Yes | One | | Adriana Karaboutis | 2017 | Former Executive | Yes | Two | | Jeffrey B. Kindler | 2017 | Executive | Yes | Two | | Patrick Lockwood-Taylor | 2023 | President & CEO | No | None | | Albert A. Manzone | 2022 | Executive | Yes | Two | | Donal O’Connor | 2014 | Former Executive | Yes | One | | Geoffrey M. Parker | 2016 | Executive* | Yes | None |

  93. All Other Compensation Detail

    * Mr. Parker is Chief Financial Officer of Allogene Therapeutics, and was formerly Chief Financial Officer of Tricida, Inc., a biotechnology company that filed for bankruptcy in 2023 after its investigational drug candidate failed to reach the primary endpoint of its clinical trial. Each director will serve for a term expiring at the 2025 Annual General Meeting, until a qualified successor has been elected, or until his or her death, resignation, retirement or removal by the shareholders for cause. About the Nominated Directors Our goal is to assemble a Board that operates cohesively and challenges and questions management in a constructive way. When assessing directors for the Board, we consider: • the directors’ overall mix of skills and experience; • the director’s understanding of our business; • how active they are in participating in Board, committee and annual general meetings; and • their character, integrity, judgment, record of achievement, diversity and independence. We also look at a director’s ability to contribute to the Board, his or her available time and his or her participation on other boards. We believe these are important factors that impact the quality of the Board’s decision-making and its overall oversight of management and our business. The Nominating & Governance Committee specifically considers diversity in regard to the selection of nominees. The Nominating & Governance Committee recognizes that some institutional investors and institutional shareholder advisory firms have policies regarding “overboarding,” which refers to a director who sits on an excessive number of boards, due to concerns that overboarded directors face excessive time commitments and challenges in fulfilling their duties. In recommending that each nominee should continue to serve on the Board, the Nominating & Governance Committee carefully considered the number of other boards on which each director serves as part of its process, evaluating the level of engagement, skill set, expertise, perspective and other qualities of each director against any overboarding concerns.

  94. All Other Compensation Detail

    | 64 | PERRIGO • 2024 PROXY STATEMENT |

  95. All Other Compensation Detail

    Our Expectations for Directors We expect each member of our Board of Directors to act honestly and in good faith and to exercise business judgment with a view to the best interests of Perrigo overall. Each director is expected to: • comply with our Code of Conduct, including conflict of interest disclosure requirements; • develop an understanding of our strategy, our business environment and operations, the markets in which we operate and our financial position and performance; • diligently prepare for each Board, committee and annual general meeting by reviewing all of the materials he or she receives in advance; • actively and constructively participate in each Board meeting and seek clarification from management and outside advisors when necessary to fully understand the issues being considered; • participate in continuing education programs, as appropriate; and • participate in the Board and committee self-assessment process. Director Experience Our Board represents a cross-section of business, industry and financial experience. All of our directors bring to the Board of Directors significant leadership experience derived from their professional experience, as well as their service as executives or board members of other corporations or businesses. The process undertaken by the Nominating & Governance Committee in recommending qualified director candidates is described in “Director Nominations” on page 14. Certain individual qualifications and skills of our directors that contribute to the effectiveness of our Board of Directors as a whole are described below. All of the nominees for this year are current Perrigo directors. We will vote your shares as you specify on the enclosed proxy card or through telephone or Internet voting. If you return a proxy card and do not specify how you want your shares voted, we will vote them FOR the election of each of the nominees. If unforeseen circumstances (such as death or disability) make it necessary for the Board of Directors to substitute another person for any of the nominees, we will vote your shares FOR that other person. The Board of Directors does not anticipate that any nominee will be unable to serve.

  96. All Other Compensation Detail

    | PERRIGO • 2024 PROXY STATEMENT | 65 |

  97. All Other Compensation Detail

    NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS AT THE ANNUAL GENERAL MEETING

  98. All Other Compensation Detail

    | Bradley A. Alford Independent | | | Age 67 Director since 2017 Committees Talent & Compensation | Experience • 2016 - 2021 Operating Partner, Advent International Corporation, a global private equity firm. • 2014 - 2016 Industry Advisor, Advent International Corporation. • 2006 - 2013 Chairman / CEO, Nestlé USA, a multinational food and beverage company. Other Public Company Directorships • 2010 - Present Avery Dennison Corporation (NYSE: AVY) • 2015 - 2018 Conagra Brands, Inc. (NYSE: NCAG) • 2006 - 2013 Nestlé USA (OTCMKTS: NSRGY) Notable Experience and Key Skill Sets • Mr. Alford has current and previous executive leadership roles within the private and public sectors. • His experience includes serving on the board of directors of public, private and non-profit entities. • Mr. Alford has extensive industry knowledge and experience in management, operations and supply chain as well as the development and marketing of consumer products. |

  99. All Other Compensation Detail

    | Orlando D. Ashford Independent | | | Age 55 Director since 2020 Chairman since 2022 Committees Nominating & Governance | Experience • 2022 - Present Chief People Officer, Fanatics Holdings Inc, a global sporting company. • 2021 – 2022 Executive Chairman, Azamara Cruise Lines, a worldwide cruise line company. • 2014 - 2020 President, Holland America Line, a worldwide cruise line company. • 2020 - 2021 Strategic Advisor, Sycamore Partners, a private equity firm. Other Public Company Directorships • 2020 - Present Array Technologies, Inc. (NASDAQ: ARRY) • 2011 - 2022 ITT, Inc. (NYSE: ITT) Notable Experience and Key Skill Sets • Mr. Ashford has extensive expertise from his various leadership roles in various private and public companies. • He has over 30 years of global experience in executive management, talent management, organizational development, change management and corporate human resources. • Mr. Ashford has vast experience planning and executing change initiatives and enabling successful strategy execution for organizations. |

  100. All Other Compensation Detail

    | 66 | PERRIGO • 2024 PROXY STATEMENT |

  101. All Other Compensation Detail

    | Julia M. Brown Independent | | | | Experience | | Age 54 Director since 2023 | • 2020 – 2021 Chief Procurement & Sustainability Officer, Mars Wrigley, a world leading manufacturer of chocolate and confectionary. • 2015 – 2020 Chief Procurement Officer, Carnival Corporation & plc, the world’s largest global cruising company with 9 brands. Other Public Company Directorships • 2023 – Present Ocado plc (LSE: OCDO) • 2021 – Present Molson Coors Beverage Company (NYSE: TAP) • 2021 – Present Solo Brands (NYSE: DTC) • 2022 - 2023 Honest Company (NASDAQ: HNST) Notable Experience and Key Skill Sets • Ms. Brown has extensive management experience across the consumer and hospitality sectors having led large global multinational teams across some of the most well-known and global brands including Procter & Gamble, Gillette, Diageo, Kraft, Mondelez, Carnival Corporation & plc. • She has deep expertise in the areas of organizational and business transformation, sourcing, supply chain, external manufacturing, operations optimization, enterprise risk management, sustainability and mergers and acquisitions. • Ms. Brown has extensive public company board and advisory experience to provide beneficial insight on matters of global executive management, governance, risk management and human capital. |

  102. All Other Compensation Detail

    | Katherine C. Doyle Independent | | | Age 56 Director since 2020 Committees Audit Nominating & Governance | Experience • 2019 - Present Executive Advisor to private equity firms that invest in and grow consumer healthcare and technology businesses. • 2016 - 2019 Chief Executive Officer, Swanson Health Products, a leading global e-commerce health and wellness company. • 2011 - 2014 Senior Vice President, Abbott Laboratories, Nutritional Products Division, a global healthcare company. • 1993 - 2010 Principal, McKinsey & Company, a global management consulting firm; Leader of Consumer Goods and Retail Practice. Other Public Company Directorships • 2019 - Present Ahold Delhaize (XAMS, XBRU: AD) • 2017 - 2019 Bemis Company, Inc. (NYSE: BMS) Notable Experience and Key Skill Sets • Ms. Doyle has 30 years’ experience in management, operations, sales and marketing of consumer health products including in many Perrigo categories. • She brings a wealth of experience and knowledge of both US and European retail channels with particular depth in ecommerce. • Ms. Doyle has expertise in corporate strategy and portfolio management from over 20 years at McKinsey and the last 10 years working in private equity to develop and deliver against value creation plans that yield superior returns to shareholders. |

  103. All Other Compensation Detail

    | PERRIGO • 2024 PROXY STATEMENT | 67 |

  104. All Other Compensation Detail

    | Adriana Karaboutis Independent | | | Age 61 Director since 2017 Committees Chair, Nominating & Governance | Experience • 2017 - 2023 Group Chief Information & Digital Officer, National Grid plc, a multi-national energy/utility company. • 2014 - 2017 Executive Vice-President, Biogen Inc, a global biotechnology company. • 2015 – 2017 Independent Director, Member of Audit and Innovation Committees, Blue Cross Blue Shield of Massachusetts, a not-for-profit health insurer. • 2010 – 2014 Vice-President and Global Chief Information Officer, Dell inc, a global services and technology company. • 1989 – 2010 Multiple international and cross-functional Technology, Manufacturing, and Supply Chain leadership positions at Ford Motor Company (15 years) and General Motors (6 years). Public Company Directorships • March 2024 - Present Savills plc (FTSE: SYS.L) • 2022 - Present AON plc (NYSE: AON): Audit and Compliance Committees • 2020 – 2022 Aspen Technology (NASDAQ: AZPN); Audit and Chair Nom/Gov; Acquired by Emerson Electric • 2015 – 2020 Advance Auto Parts Inc (NYSE: AAPN): Audit Committee Notable Experience and Key Skill Sets • Ms. Karaboutis has extensive management experience across multiple sectors and regulated businesses including: automotive, technology, cybersecurity, healthcare, biotechnology, retail, and consumer packaged goods. • She has led large organizations and has a deep understanding in key areas including: digital transformation, data sciences, production planning, supply chain optimization, cybersecurity and corporate affairs. • Ms. Karaboutis has extensive public company board experience and provides valuable perspective on matters of risk oversight, corporate governance and executive management. |

  105. All Other Compensation Detail

    | Jeffrey B. Kindler Independent | | | Age 68 Director since 2017 Committees Chair, Talent & Compensation | Experience • 2020 - Present Venture Partner, Artis Ventures, venture fund focused on life-sciences companies. • 2020 - Present Senior Advisor, Blackstone Group, the world's largest alternative asset manager. • 2013 - Present CEO, Centrexion Corporation, a biopharmaceutical company. Other Public Company Directorships • 2021 - Present Terns Pharmaceutical (NASDAQ: TERN) • 2012 - Present Precigen (NASDAQ: PGEN) • 2017 - 2021 PPD (NASDAQ: PPD) • 2015 - 2020 vTv Therapeutics (NYSE: VTVT) • 2013 - 2020 Siga Technologies (NYSE: SIGA) Notable Experience and Key Skill Sets • Mr. Kindler is an experienced healthcare executive, investor and advisor who has held leadership positions at some of the world's most recognized companies including General Electric, McDonald's, and Pfizer where he served as Chairman and Chief Executive Officer. • He brings substantial expertise in the pharmaceutical, healthcare and retail sectors to the Board. • Mr. Kindler has a deep understanding of multinational corporate matters including regulation, litigation, compliance, crisis management, brand, franchise management, executive leadership and mergers and acquisitions. |

  106. All Other Compensation Detail

    | 68 | PERRIGO • 2024 PROXY STATEMENT |

  107. All Other Compensation Detail

    | Patrick Lockwood- Taylor | | | Age 55 Director since 2023 | Experience | | | • 2023 - Present President & Chief Executive Officer, Perrigo. • 2019 - Present Non-executive board member Bush Bros. LLC. • 2020 - 2023 President, Bayer USA, the US subsidiary of Bayer AG. • 2018 - 2020 Regional President of Consumer Health North America, Bayer AG, a multinational pharmaceutical and biotechnology company. • 2016 - 2018 President & Chief Executive Officer, The Oneida Group Inc., the largest supplier of dinnerware to the foodservice industry in North America. • 1991 – 2016 Multiple international leadership roles within Procter & Gamble, an American multi-national consumer good corporation. Notable Experience and Key Skill Sets • Mr. Lockwood-Taylor has current and previous executive leadership roles within the private and public sectors. • He has more than 25 years’ experience in global leadership roles, including positions in operations management, sales, marketing, country management, brand franchise leadership and general management. • Mr. Lockwood-Taylor has extensive experience in strategic planning and direction, brand-building and customer relationships within the public and private sectors. |

  108. All Other Compensation Detail

    | Albert A. Manzone Independent | | | Age 60 Director since 2022 Committees Talent & Compensation | Experience • 2023 – Present Deputy Chief Executive Officer, Monte-Carlo Society des Bains de Mer, a leader in luxury hospitality. • 2016 - 2023 Chief Executive Officer, Director, Whole Earth Brands, a global food company. • 2012 – 2016 President Europe, Oettinger Davidoff AG, a luxury goods company. • 1993 – 2012 Multiple US and international executive and leadership roles at Haleon (fka Novartis Consumer Health) (2 years), W.M. Wrigley Jr. Company (2 years), PepsiCo (11 years) and McKinsey & Company (3 years). Other Public Company Directorships • 2023 – Present Syntec Optics (NASDAQ: OPTX) • 2023 – Present FL Entertainment (Amsterdam: FLE.AS) Notable Experience and Key Skill Sets • Mr. Manzone has over 30 years’ experience creating value in the hospitality, luxury, entertainment, food and beverage and consumer health sectors. • He has a proven track record developing private and public companies into top performers through strategic vision, operational excellence, M&A, and building teams including taking Whole Earth Brands public on the NASDAQ. • Mr. Manzone has strong executive leadership skills and has extensive global experience across all continents. |

  109. All Other Compensation Detail

    | PERRIGO • 2024 PROXY STATEMENT | 69 |

  110. All Other Compensation Detail

    | Donal O’Connor Independent | | | Age 73 Director since 2014 Committees Chair, Audit Nominating & Governance | Experience • 2011 – Present Chairman, Huttonread. • 2010 – Present Chairman, Glaco Steel Ltd, Ireland's leading steel galvanizing company. Other Public Company Directorships • 2015 – Present Theravance Biopharma Inc (NASDAQ: TBPH) • 2017 - 2018 Malin Corporation plc (ISE: MLC) • 2008 – 2013 Elan Corporation plc (prior to Perrigo’s acquisition of Elan) Notable Experience and Key Skill Sets • Mr. O’Connor has extensive financial management, accounting and auditing expertise, as well as valuable experience in working with regulators and Government. • He was previously a member of the Irish Auditing and Accounting Supervisory Board and the PwC Global Board. Mr. O'Connor has chaired the PwC Eurofirms Board as well as being the named Territory Senior Partner of PwC Ireland. • Mr. O’Connor provides executive leadership experience from serving as director and Chairperson in various public and private corporations. |

  111. All Other Compensation Detail

    | Geoffrey M. Parker Independent | | | Age 59 Director since 2016 Committees Audit | Experience • 2023 - Present Executive Vice Present & Chief Financial Officer, Allogene Therapeutics, Inc, a biotechnology company. • 2017 - 2023 Chief Operating Officer & Chief Financial Officer, Tricida, Inc, a biotechnology company. • 2010 - 2015 Chief Financial Officer, Anacor Pharmaceuticals, Inc., a biotechnology company. • 1997 - 2009 Managing Director and Partner, Healthcare Investment Banking, Goldman Sachs, a multinational investment bank and financial service company. Other Public Company Directorships • 2021 - March 2024 Better Therapeutics (NASDAQ: BTTX) • 2009 - 2022 ChemoCentryx (NASDAQ: CCXI) • 2016 - 2019 Genomic Health (NASDAQ: GHDX) • 2016 - 2017 Sunesis Pharmaceuticals (NASDAQ: SNSS) Notable Experience and Key Skill Sets • Mr. Parker has developed expertise across the healthcare sector through his extensive experience as a senior executive at multiple biotechnology companies, as a board member at multiple healthcare companies and as an investment banker to the healthcare industry. • He brings a unique understanding of trends in the healthcare industry including experience with emerging technologies and regulatory strategies. • Mr. Parker also provides valuable perspective on areas of financial management and capital allocation. He has extensive capital markets and M&A experience as an experienced chief financial officer across three companies and over twenty years as an investment banker. |

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    | 70 | PERRIGO • 2024 PROXY STATEMENT |

  113. All Other Compensation Detail

    Proposal 1 – Elect ten director nominees to serve until the 2025 Annual General Meeting of Shareholders We are asking shareholders to approve the following resolutions as Ordinary Resolutions of the Company at the AGM: RESOLVED that the shareholders elect, by separate resolutions, the following individuals as directors, to serve until the 2025 Annual General Meeting: • Bradley A. Alford • Orlando D. Ashford • Julia M. Brown • Katherine C. Doyle • Adriana Karaboutis • Jeffrey B. Kindler • Patrick Lockwood-Taylor • Albert A. Manzone • Donal O’Connor • Geoffrey M. Parker