DEF 14A of PERRIGO Co plc, Mar 21, 2025

DEF 14A of PERRIGO Co plc

Filed Mar 21, 2025 · FY20240000950170-25-042897

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. 2024 Compensation Highlights

    2024 Compensation Highlights • For 2024, base salaries for all NEOs were held flat with the exception of Eduardo Bezerra whose role expanded with additional responsibility for Global Information Technology and Services (IT&S). • Overall, our performance fell short of our net sales, earnings, cash flow and gross margin targets in the Annual Incentive Plans or "AIP". Payouts are below 100% of target, varying based on individual performance multipliers. • The three-year cumulative payout for the 2022-2024 currency-neutral Adjusted Operating Income used for Performance Share Units (“PSU OI”) was 118% of target. Please see detailed explanation on page 37. • The three-year cumulative payout for the 2022-2024 Relative Total Shareholder Return Performance Share Units (“rTSR-PSUs”) was 0% of target. In 2024, the Talent & Compensation Committee ("TCC") changed the design of the PSU OI component of our Long-Term Incentive Plan "("LTIP") to measure three-year cumulative Adjusted Operating Income, rather than measuring year-over-year growth over each of the three years in the performance period. The TCC maintained the LTIP grant-type mix, and in 2024, NEOs were granted annual LTIP awards allocated 50% to PSU OI earned based on achievement of three-year cumulative Adjusted Operating Income goals, 20% to rTSR-PSUs 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.

  3. 2024 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 make strategic decisions that influence belonging. | | Action Examples | Education • Updated Global Anti-Harassment and Non-Discrimination training and deployed to all staff. | Talent Systems & Processes • Improved global objective setting and performance management. | Embed Accountability • Embedded inclusive behavior indicators into new Perrigo Best Behaviors. |

  4. 2024 Compensation Highlights

    | Director Compensation |

  5. 2024 Compensation Highlights

    For 2024, 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. In connection with Ms. Doyle's decision not to stand for re-election, the Talent & Compensation Committee determined that her 2024 grant should vest on the date of the 2025 AGM. Directors who are Perrigo employees receive no compensation for their service as directors.

  6. 2024 Compensation Highlights

    | Name 3 | Fees Earned or Paid in Cash ($) | Stock Awards ($) 1 | Total ($) | | O'Connor, Donal | 102,701 | 299,992 | 402,694 | | Parker, Geoffrey M. | 87,500 | 299,992 | 387,492 | | Alford, Bradley A. | 87,500 | 299,992 | 387,492 | | Kindler, Jeffrey B. | 100,000 | 299,992 | 399,992 | | Karaboutis, Adriana | 99,271 | 299,992 | 399,263 | | Mann, Erica L. (2) | 29,546 | — | 29,546 | | Doyle, Katherine C. | 95,491 | 299,992 | 395,484 | | Ashford, Orlando D. | 158,000 | 374,990 | 532,990 | | Manzone, Albert A. | 87,491 | 299,992 | 387,484 | | Brown, Julia M. | 88,564 | 151,233 | 239,797 |

  7. 2024 Compensation Highlights

    1) Represents the grant date fair value of 9,904 service-based restricted stock units granted to each non-employee director on May 14, 2024, calculated in accordance with U.S. GAAP. As Chair of the Board, Mr. Ashford received 12,380 service-based restricted stock units. Ms. Brown received 5,548 service-based restricted stock units on March 5, 2024, representing a prorated annual grant for her board service.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 $30.29 per share for all directors, except for Ms. Brown’s March 5, 2024 award, which was $27.26. 2) Ms. Mann, a former director, did not stand for reelection at the 2024 AGM and ceased to be a director on May 2, 2024. She did not receive any restricted stock units. Todd Penegor, who served on our board of directors from June 21, 2024 to July 31, 2024, did not receive any compensation for board service and is not included on the table.

  8. 2024 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 3, 2025. 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 24. 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.

  9. 2024 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 by Ms. Karaboutis are held in a revocable trust, of which Ms. Karaboutis is the trustee. 3) Shares owned include 1,198 shares in a retirement fund. 4) 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. See footnotes 1 through 4. Includes directors and executive officers as of 3 March 2024.

  10. Introduction

    programs that reflect evolving best practices and linkage of pay-for-performance. The TCC and our management are committed to continued engagement with shareholders to ensure that compensation programs remain aligned with shareholders' interests. In 2024, we reached out to our top 25 investors representing 64.3% of shares outstanding. Company participants for these meetings included members from investor relations, legal, HR, sustainability & ESG, and finance. We also reached out to two top proxy advisors to discuss their perspectives on best practices for executive compensation programs. During these calls we received candid feedback from our shareholders and took the opportunity to have a robust discussion on our executive compensation program. In our conversations, we heard several themes including positive reactions to our detailed LTI PSU goal disclosure and changes to our PSU OI design for the 2024-2026 performance period. Additional topics were discussed including, but not limited to, our consumer self-care strategy, business operations and long-term outlook, corporate governance and sustainability initiatives. Best Compensation Governance and Practices Our executive compensation program continues to be grounded in the following policies and practices, promoting sound compensation governance, enhancing alignment of our pay-for-performance philosophy and furthering our NEOs interests with those of our shareholders:

  11. 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 | | |

  12. 2024 Compensation Decisions

    | 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, Annual base salaries for all named executive officers were held flat with the exception of Eduardo Bezerra whose role expanded with additional responsibility for Global IT&S. | | AIP | The AIP eligible NEOs received annual incentive awards based on corporate and individual performance against financial and strategic objectives, which ranged from 40.1% to 63.7% of target for those currently serving. As previously disclosed and as described in more detail under "2024 AIP Performance Measures," as part of Project Energize, for the 2024 AIP bonuses, our NEOs received 1/3 of their AIP earned bonus in cash and 2/3 of such bonus plus a 10% premium in a Service-based RSU grant ratably vesting over two years. | | LTIP | In 2024, all of the then-serving NEOs were granted annual LTIP awards, which were allocated 50% to PSU OI that may be earned based on achievement of three-year cumulative Adjusted Operating Income goals, 20% to rTSR PSUs that may be earned based on our three-year rTSR performance versus the companies in the S&P 500, and 30% to Service-Based Restricted Stock Units (“RSUs”) ratably vesting over three years. |

  13. The Role of the Talent & Compensation Committee

    The Role of the Talent & Compensation Committee 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 on our website (www.Perrigo.com) under the heading Investors - Corporate Governance - Committees. 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.

  14. The Role of the Independent Consultant

    The Role of the Independent Consultant For 2024, 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.

  15. The Role of Market Comparison Data

    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 2024 was established in the third quarter of 2023. The table below shows the full list of 18 publicly traded companies that were included in the Peer Group used to inform the TCC’s decisions for fiscal year 2024 executive compensation.

  16. The Role of Market Comparison Data

    | Bausch Health Companies Inc Campbell Soup Company Church & Dwight Co., Inc. Clorox Company Coty Inc. Edgewell Personal Care Company | Hain Celestial Group, Inc. Haleon plc Helen of Troy Ltd. Herbalife Nutrition Ltd. Kenvue Inc. McCormick & Co. Inc | Nu Skin Enterprises, Inc. Post Holdings, Inc. Prestige Consumer Healthcare, Inc. Reckitt Benckiser Group plc Spectrum Brands Holdings, Inc TreeHouse Foods, Inc. |

  17. The Role of Market Comparison Data

    We routinely evaluate our peers based on business "fit" and similarly situated revenues and market cap. The decision was made in Q3 2024 that our Peer Group continued to be appropriate for 2025 executive compensation decisions. Having completed a thorough review of the Peer Group in late 2023 and making appropriate changes at that time, which aligned Perrigo with several Self Care Companies of similar scale (e.g. Haleon, Kenvue), we decided not to change the Peer Group for 2025 executive compensation decisions. 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.

  18. The Role of Market Comparison Data

    | 28 | PERRIGO • 2025 PROXY STATEMENT |

  19. Base Salaries

    1) Amounts paid in Euros were converted to U.S. dollars based on foreign exchange rates on the last day of the respective fiscal year. 2) Executive was not an NEO in 2023. 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 2024, base salaries stayed the same as in 2023 for all NEOs with the exception of Eduardo Bezerra, whose role expanded with additional responsibility for Global IT&S. 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 for the corporate goals reflect a range of potential award opportunities around the target performance goals, which align with the Board-approved financial plan 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 articulated with clearly measurable success criteria focused on the execution of our consumer-focused Self-Care transformation strategy. However, to ensure that awards reflect a named executive officer’s contribution to our results, the 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% payout based on overall individual performance. The maximum incentive award payout for any individual executive is capped at 200% of the target award opportunity.

  20. 2024 AIP Performance Measures

    2024 AIP Performance Measures For 2024, the TCC made changes to the design of the AIP for the ELT, including NEOs. 1. First, to better support our One Perrigo strategy, the TCC decided that all financial measures for the 2024 AIP would be based on Total Perrigo performance, with no separately weighted segment financial measures. Second, the TCC added Total Perrigo Operating Cash Flow as a measure, weighted 20%, to underscore the importance of converting income to cash. The other financial measures would be Total Perrigo Operating

  21. 2024 AIP Performance Measures

    | PERRIGO • 2025 PROXY STATEMENT | 29 |

  22. 2024 AIP Performance Measures

    Income ("AIP OI") weighted 40%, Total Perrigo Net Sales ("AIP Net Sales") weighted 20%, and Total Perrigo Gross Margin weighted 20%. AIP Net Sales and AIP OI exclude the impact of currency as well as acquisitions and divestitures that were not included in our annual plan. 3. Lastly, the individual strategic objectives component was changed from a separately-weighted category determining 20% of earned AIP to a modifier of the results on the financial measures. As part of Project Energize, in 2024 it was agreed that a one-time change to Executive AIP payments would take place. Instead of issuing 100% cash payment in 2025 based on performance results, AIP rewards would be administered as follows: • Cash equal to one-third of the bonus earned will be paid in March 2025; and • An amount equal to two-thirds of bonus earned plus an additional 10% premium will be issued in a two year service-vesting RSU, with 50% of the RSU vesting in March 2026 and 50% vesting in March 2027 (such grants the "AIP Bonus RSUs"). This change to the 2024 Executive Level short term incentives was made as part of the overall Project Energize program that was launched by Perrigo in 2024. This change will not repeat for the 2025 AIP.

  23. 2024 AIP Financial Targets and Actual Results

    2024 AIP Financial Targets and Actual Results

  24. 2024 AIP Financial Targets and Actual Results

    | IN $MILLIONS | METRIC | TARGET2 | ACTUAL1 | PAYOUT (% of TARGET)3 | | CORPORATE | AIP Net Sales | $4,654.6 | $4,345.9 | 66.8% | | | AIP OI | $626.7 | $579.5 | 81.1% | | | AIP Gross Margin | 38.9% | 38.5% | 89.5% | | | AIP Operating Cash Flow | $341.2 | $306.8 | 0% |

  25. 2024 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 -150 basis points of target/+150 basis points of target for 50%/200% payout; Operating Cash Flow Threshold/Max is 90%/ 120% for 50%/200% payout.

  26. 2024 AIP Financial Targets and Actual Results

    | 30 | PERRIGO • 2025 PROXY STATEMENT |

  27. 2024 AIP Financial Targets and Actual Results

    * 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. 1Certain items not related to our on-going performance have been excluded from our calculation of these metrics. See Appendix A for reconciliation of AIP Adjustments. 22024 AIP Targets reflected the expected impact from infant formula remediation and the divestiture of our Rare Disease business on Net Sales, Operating Income, and Gross Margin. 3Payout figure shows the earned payout based on performance, not accounting for the actual AIP payment split between cash and AIP Replacement RSUs. Perrigo’s AIP Net Sales performance for 2024 of $4,346 million consisted of: • $4,373 million of sales as reported in our financial statements; and • $27 million of adjustments primarily to remove the impact of currency fluctuations and divestitures and exited product lines not included in Perrigo’s original compensation plan for 2024. Perrigo’s AIP OI performance for 2024 of $580 million consisted of: • $113 million of operating income as reported in our financial statements; and • $496 million of non-GAAP adjustments reviewed and approved by the Audit Committee of the Board. These adjustments primarily consisted of $230 million of amortization expense, $113 million of restructuring charges and $89 million of impairment charges. In the 2024 plan each NEO’s AIP payout funded by the financial measures above may be modified by 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.

  28. 2024 AIP Financial Targets and Actual Results

    | NEO | 2024 Performance Goals | 2024 Evaluation | | Patrick Lockwood - Taylor | • Create a sustainable, scalable, value accretive growth strategy • Define how we operate strategically • Deliver the 2024 Financial Plan • Build a world-class Organization | In determining Mr. Lockwood-Taylor’s individual strategic objectives performance multiplier, 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 a clear, differentiated strategy, well understood by the organization and Perrigo’s Investor base. • Completed enterprise strategy informing portfolio roles and identification of growth initiatives with detailed 5-Year strategic plan • Built and instilled a disciplined capital allocation framework ensuring alignment with strategic principles, financial targets and robust governance • Deployed Enterprise Program Management Office designed to provide comprehensive view of business-critical initiatives • Oversaw the intensive remediation efforts to stabilize operations across Infant Formula. • Reduced virgin packaging material by 518.2 Metric Tons • Despite falling short of some financial targets, delivered EPS within the guidance range and achieved cash conversion goals • Concluded planned divestiture of non-core assets • Successfully launched updated vision, purpose and values; further defining ‘Perrigo at Our Best Behaviors’ • Continued to build a best-in-class ELT | | Eduardo Bezerra | • Advance our Key Strategic Objectives • Deliver on our 2024 Financial Plan • Drive Operational Improvement | In determining Mr. Bezerra’ s individual strategic objectives performance multiplier, the TCC considered the following accomplishments: • Despite falling short of some financial targets, delivered EPS within the guidance range and achieved cash conversion goals • Concluded planned divestiture of non-core assets |

  29. 2024 AIP Financial Targets and Actual Results

    | PERRIGO • 2025 PROXY STATEMENT | 31 |

  30. 2024 AIP Financial Targets and Actual Results

    | • Build a Highly Capable Finance and IT&S Organization | • Delivered a clear, differentiated strategy, well understood by the organization and Perrigo’s Investor base. • Completed Portfolio review • Exceeded Project Energize targets, driving efficiencies that allowed greater investment in consumer-preferred innovation • Streamlined global finance organization including the roll-out of the centralized Perrigo Business services organization. • Implemented new IT&S Organization and Operating model with minimal disruption |

  31. 2024 AIP Financial Targets and Actual Results

    | Roberto Khoury | • Maximize Financial Targets in 2024 and bridge year to new strategic direction • Ensure execution of critical projects essential to deliver future growth • Create CSCI Long-term Operating Model • Declare CSCI 3-year strategy in alignment with One Perrigo | In determining Mr. Khoury’s individual strategic objectives performance multiplier, the TCC considered the following accomplishments: • Despite falling short of segment financial targets, exceeded on inventory targets • Established new operating model and delivered on synergies • Supported divestments of non-core assets • Conducted talent assessment and planned future organizational structure • Deployed leadership intent and conducted capabilities assessment • Finalized 3-year segment strategy | | Triona Schmelter | • Stabilize Store Brand Business & Identify Growth Strategy • Deliver CSCA Financial Goals • Stabilize Infant Nutrition Business • Create High Functioning CSCA Organization • Build CSCA Branded Business | In determining Ms. Schmelter’s individual strategic objectives performance multiplier, the TCC considered the following accomplishments: • Mostly stabilized distribution footprint while building a sustainable Commercial Growth Strategy • Despite falling short of segment financial targets, improved forecast accuracy. • Regained Infant Nutrition supply and quality reliability • Created a leaner, more agile organization to support North American business • Made partial progress on laying foundation for future branded growth | | Ronald Janish | • Supply Chain Reinvention • Stabilize Infant Formula Supply Chain • Forecast Accuracy and Service • Plant Staffing | In determining Mr. Janish’s individual strategic objectives performance multiplier, the TCC considered the following accomplishments: • Delivered most defined in-year savings targets related to Supply Chain improvements • Reduced virgin packaging materials by 518.2 Metric tons • Completed stabilization activities of infant formula and recovered service on top 5 retail store brands • Drove measurable improvement in Forecast Accuracy • Exceeded Operations Staffing goals, materially improving turnover rates. |

  32. 2024 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 AIP eligible NEOs where Individual Performance acted as a modifier, 2024 AIP payouts ranged from 40.1%-63.7% of annual targets.

  33. 2024 AIP Target Award Opportunities and Actual Payouts

    2024 AIP Target Award Opportunities and Actual Payouts

  34. 2024 AIP Target Award Opportunities and Actual Payouts

    | 32 | PERRIGO • 2025 PROXY STATEMENT |

  35. 2024 AIP Target Award Opportunities and Actual Payouts

    The 2024 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 2024 table on page 45. 2024 AIP Design

  36. 2024 AIP Target Award Opportunities and Actual Payouts

    | | 2024 Target AIP | 2024 Actual AIP Payout | | Named Executive Officer | (as % of Salary) | (as % of Target) | | Patrick Lockwood-Taylor | 120% | 63.7% | | Eduardo Bezerra | 80% | 63.7% | | Kyle L. Hanson(1) | 65% | 100.0% | | Ronald Janish | 65% | 63.7% | | Roberto Khoury | 75% | 63.7% | | Grainne Quinn(2) | 65% | 0.0% | | Triona Schmelter | 85% | 40.1% |

  37. 2024 AIP Target Award Opportunities and Actual Payouts

    1) Ms. Hanson's AIP bonus was paid out at 100% of target consistent with the terms of her waiver and release agreement. 2) Ms. Quinn's separation payment included an ex gratia payment based on annual base salary and annual AIP at 100% target. She was therefore not eligible for an additional discretional AIP payment. 3) 2024 Actual AIP Payout (as % of Target) reflects the earned payout (as a % of Target) based on performance, not accounting for the one-time changes to the AIP payments under Project Energize where cash equal to one-third of the bonus earned will be paid in March 2025; an amount equal to two-thirds of bonus earned plus an additional 10% premium will be issued in the form of AIP Bonus RSUs. As it does each year, the TCC reviewed the design of the AIP to ensure it continued to best align with the strategic direction of the organization. For the 2025 AIP, all NEOs will continue to be measured on Total Perrigo AIP OI, AIP Net Sales and AIP Operating Cashflow. While Gross Margin is still an important metric, the TCC decided that greater focus and weighting on the other three metrics was better aligned with the Company's strategic priorities. Individual strategic performance will continue to modify up or down the funded amounts from the financial measures. 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.

  38. 2024 AIP Target Award Opportunities and Actual Payouts

    | PERRIGO • 2025 PROXY STATEMENT | 33 |

  39. 2024 AIP Target Award Opportunities and Actual Payouts

    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.

  40. Equity Award Practices

    Equity Award Practices 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 2024.

  41. 2024 – 2026 Regular Annual LTIP Awards

    2024 – 2026 Regular Annual LTIP Awards All of the NEOs received their annual LTIP award for 2024, which consisted of 50% PSU OI that may be earned based on achievement of 2024-2026 cumulative Adjusted OI goals, 20% rTSR-PSUs that may be earned based on our 2024-2026 rTSR performance versus the companies in the S&P 500, and 30% RSUs vesting ratably over three years. The table and chart below show the LTIP award values granted in fiscal 2024 for each of the NEOs.

  42. 2024 – 2026 Regular Annual LTIP Awards

    | | 2024 – 2026 Awards | | | | | | Adj. OI-PSUs | rTSR-PSUs | RSUs | Total Grant Value(1) | | Named Executive Officer | 50% | 20% | 30% | 100% | | Patrick Lockwood-Taylor | $2,800,001 | $1,099,675 | $1,679,994 | $5,579,670 | | Eduardo Bezerra | $999,996 | $392,743 | $599,991 | $1,992,730 | | Kyle L. Hanson | $650,011 | $255,272 | $389,988 | $1,295,272 | | Ronald Janish | $424,999 | $166,914 | $254,999 | $846,912 | | Roberto Khoury | $401,379 | $126,212 | $665,822 | $1,193,413 | | Grainne Quinn | $324,990 | $127,636 | $194,994 | $647,620 | | Triona Schmelter | $899,987 | $353,466 | $539,986 | $1,793,439 |

  43. 2024 – 2026 Regular Annual LTIP Awards

    | 34 | PERRIGO • 2025 PROXY STATEMENT |

  44. 2024 – 2026 Regular Annual LTIP Awards

    1) Award amounts were calculated in accordance with ASC 718. The rTSR PSUs are valued using a Monte Carlo simulation; the value shown in the table above may not be exactly equal to 20% of each executive target LTI due to differences between the per-target-share Monte Carlo value and the closing stock price on the grant date. 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 66% of the 2022 – 2024 regular 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; $36.12 and $39.72 on March 7, 2022 and June 7, 2022. Realized amounts were valued using the closing market price of our ordinary shares on the date of vest; $37.71 and $33.72 for RSUs vesting on March 7, 2023 and June 7, 2023, $26.69 and $26.94 for RSUs vesting on March 7, 2024 and June 7, 2024, and $27.76 for RSUs and OI PSUs vesting on March 7, 2025 and June 7, 2025 (estimate). Realized amounts consider actual payout of 118% for OI PSUs and 0% for rTSR PSUs. Analysis excludes Ms. Quinn and Ms. Hanson as they separated from the business on July 31 and October 31, respectively. Currency-Neutral Adjusted Operating Income PSUs Fifty percent of each executive’s 2024 target annual grant value was in the form of PSUs that may be earned based on Adjusted OI measured over a three-year performance period. The TCC selected currency-neutral Adjusted Operating Income (“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. For the 2022 and 2023 grants of PSU OI awards, goals for the three-year period were 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. For the 2024 grant cycle, the TCC 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 awards will be earned based on cumulative PSU OI dollars generated over the three fiscal years 2024, 2025 and 2026.

  45. 2024 – 2026 Regular Annual LTIP Awards

    | PERRIGO • 2025 PROXY STATEMENT | 35 |

  46. 2024 – 2026 Regular Annual LTIP Awards

    Target PSU OI will be the sum of: • Adjusted Operating Income included in the 2024 Annual Financial Plan ("2024 Plan OI"); and • 2024 Plan OI x 1.05; and • 2024 Plan OI x 1.05 x 1.05. The threshold goal was then set at 80% of this target PSI OI value, which would result in 50% of the target PSUs being earned. No PSUs will be earned if performance is below the threshold goal. The maximum goal was set at 120% of the target PSU OI value, which would result in 200% of the target PSUs being earned. Payout is linearly interpolated for performance between levels. The following tables summarize the three-year cumulative PSU OI goals for the 2024-2026 performance period:

  47. 2024-2026 PSU OI

    2024-2026 PSU OI

  48. 2024-2026 PSU OI

    | | Target | | CY2024 PSU OI | Cumulative for CY24-CY26 | | Maximum (>=120% of metric target performance pays 200% of Target PSUs) | $2,370.8 | | Target (100% of metric target performance pays 100% of Target PSUs) | $1,975.7 | | Threshold (80% of metric target performance pays 50% of Target PSUs) | $1,580.5 | | PSU OI Attainment | TBD | | Performance as % Metric Target | TBD | | Payout (Cumulative three- year performance as % of Target) | TBD |

  49. 2024-2026 PSU OI

    (1) PSU OI attainment for 2024-2026 PSU OI to be available with 2026 year-end financial results and definitive proxy statement. The following table summarizes the status of the 2023-2025 PSU OI awards:

  50. 2023-2025 PSU OI

    2023-2025 PSU OI

  51. 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 | $766.7 | | Target (100% of metric target performance pays 100% of Target PSUs) | $630.0 | $603.0 | $638.9 | | Threshold (80% of metric target performance pays 50% of Target PSUs) | $504.0 | $482.4 | $511.1 | | Actual Attainment Baseline for 5% Growth Goal | $574.3 | $608.5 | TBD | | PSU OI Attainment | $573.8 | $612.6 | TBD | | Performance as % Metric Target | 91% | 102% | TBD | | Payout as % of Target | 78% | 108% | TBD | | Projected Payout (3 year average of Payout as % of Target) | | | TBD |

  52. 2023-2025 PSU OI

    (1) PSU OI attainment for FY2023 reflects actual FY2023 Adjusted Operating Income attainment adjusted for a currency impact of $.5M versus plan. FY2023 target goal was set at 5% growth over FY2022 Actual Attainment Baseline. (2) PSU OI Attainment for FY2024 reflects actual FY 2024 Adjusted Operating Income attainment adjusted for a current impact of $4.1M versus 2023 actuals. Actual and PSU OI Attainment for FY2025 to be available with 2025 year-end financial results and definitive proxy statement.

  53. 2023-2025 PSU OI

    | 36 | PERRIGO • 2025 PROXY STATEMENT |

  54. 2023-2025 PSU OI

    The third year of the performance period for the 2022-2024 PSU OIs was fiscal 2024. The following table summarizes the PSU OI goals and actual results for the year, the corresponding payout for each year, and the resulting three-year average payout for the full performance period.

  55. 2022-2024 PSU OI

    2022-2024 PSU OI

  56. 2022-2024 PSU OI

    | | Year 1 | Year 2 | Year 3 | | CY2022 PSU OI | (CY22) | (CY23) | (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 | $608.5 | | PSU OI Attainment | $532.7 | $573.5 | $612.6 | | Performance as % Metric Target | 96% | 111% | 102% | | Payout as % of Target | 91% | 155% | 108% | | Payout (3 year average of Payout as % of Target) | | | 118% |

  57. 2022-2024 PSU OI

    (1) PSU OI Attainment for FY2022 reflects actual FY2022 Adjusted Operating Income 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) Adjusted Actual Attainment for FY2023 reflects actual FY2023 Adjusted Operating Income attainment adjusted for a currency impact of $.76M versus 2022 actuals. (3) PSU OI Attainment for FY2024 reflects actual FY 2024 Adjusted Operating Income attainment adjusted for a current impact of $4.1M versus 2023 actuals. Relative TSR PSUs Twenty percent of each executive’s target annual grant value is in the form of Relative TSR PSUs ("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. 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:

  58. 2022-2024 PSU OI

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

  59. 2022-2024 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.

  60. 2022-2024 PSU OI

    | PERRIGO • 2025 PROXY STATEMENT | 37 |

  61. 2022-2024 rTSR PSUs

    2022-2024 rTSR PSUs The performance period for the 2022-2024 rTSR PSUs ended December 31, 2024. 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 LTI Program Changes for 2025 As it does every year, the TCC, together with management, reviewed the design of our incentive programs to ensure they optimally support our key strategic and financial objectives. As input into decisions on our go-forward designs, the TCC considers peer group and broader market practices with respect to incentive program design, as well as feedback from shareholders. For the 2025 LTI program, the TCC made two changes from the 2024 program: 1) replaced PSU OI with PSUs based on Free Cash Flow Return on Net Sales and 2) changed the comparison group of companies used to measure relative TSR.

  62. 2025-2027 PSU Free Cash Flow Return on Net Sales

    2025-2027 PSU Free Cash Flow Return on Net Sales During our robust engagement with shareholders on executive compensation issues, some shareholders suggested we consider including a return metric in our LTIP. Some also expressed a preference to avoid using the same measure in both short-term and long-term incentive plans. For these reasons, for the 2025 grant, the TCC replaced the PSU OIs with PSUs tied to Free Cash Flow Return on Net Sales (“FCF/NS”). The TCC and management, with the support of their independent consultant, evaluated a wide variety of alternatives, and determined that FCF/NS optimally supported our business strategy by holding management accountable for the conversion of net sales into free cash flow, which should ultimately drive shareholder value creation. FCF/NS goals at threshold, target and maximum for each of fiscal years 2025, 2026, and 2027 were established at the start of the performance period, reflecting our objective of continuous improvement in this return metric over time. At the end of the three-year period, and subject to the participants continued service through the three-year performance period, the payout will be based on the average of the payouts resulting from actual performance each year versus the pre-established goals.

  63. 2025-2027 rTSR PSUs

    2025-2027 rTSR PSUs During the review of the rTSR PSU program, the TCC reviewed our comparison group for rTSR performance to ensure it included companies in similar or related industries that would be subject to similar macroeconomic factors as Perrigo. For the 2025-2027 rTSR PSUs, the Committee determined that the comparator group would consist of Perrigo's current executive compensation peer companies plus any other members of the S&P 1500 Consumer Staples Index that are categorized in the Personal Care, Packaged Food & Meat or Household Products sub-industries and that have annual revenues between $1 Billion - $20 Billion. For the 2025-2027 performance period, these companies are:

  64. 2025-2027 rTSR PSUs

    | B&G Foods, Inc. | General Mills, Inc. | Pilgrim's Pride Corporation | | Bausch Health Companies Inc. | Haleon plc | Post Holdings, Inc. | | BellRing Brands, Inc. | Helen of Troy Limited | Prestige Consumer Healthcare Inc. | | Cal-Maine Foods, Inc. | Herbalife Ltd. | Reckitt Benckiser Group plc | | Campbell Soup Company | Hormel Foods Corporation | Spectrum Brands Holdings, Inc. | | Central Garden & Pet Company | Inter Parfums, Inc. | The Clorox Company | | Church & Dwight Co., Inc. | J&J Snack Foods Corp. | The Estée Lauder Companies Inc. | | Colgate-Palmolive Company | John B. Sanfilippo & Son, Inc. | The Hain Celestial Group, Inc. | | Conagra Brands, Inc. | Kellanova | The Hershey Company | | Coty Inc. | Kenvue Inc. | The J. M. Smucker Company | | e.l.f. Beauty, Inc. | Lamb Weston Holdings, Inc. | The Simply Good Foods Company | | Edgewell Personal Care Company | Lancaster Colony Corporation | TreeHouse Foods, Inc. | | Energizer Holdings, Inc. | McCormick & Company, Inc. | WK Kellogg Co | | Flowers Foods, Inc. | Nu Skin Enterprises, Inc. | |

  65. 2025-2027 rTSR PSUs

    | 38 | PERRIGO • 2025 PROXY STATEMENT |

  66. 2025-2027 rTSR PSUs

    Other Policies, Practices and Guidelines

  67. Compensation Risk Assessment

    Compensation Risk Assessment At the TCC's request, FW Cook conducted an assessment of Perrigo’s compensation policies and practices for 2024 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.

  68. Benefits and Perquisites

    Benefits and Perquisites Retirement Benefits for US Employees: We offer retirement benefit plans to provide financial security and to facilitate employees’ saving for their retirement. We make annual contributions under our Perrigo Profit-Sharing and Investment Plan for employees, including the executive officers. We also make matching contributions up to the limits as defined in the applicable regulations under our 401(k) Plan to certain of our employees, including the NEOs. Executive Benefits: We provide a limited number of perquisites to our NEOs. Benefits may include executive physical exams, relocation benefits, retirement benefits and financial counseling/tax advice. Non-Qualified Deferred Compensation Plan for US Employees: We maintain a Non-Qualified Deferred Compensation Plan (“Deferred Compensation Plan”) that allows certain executives, including the NEOs, and other management level personnel to voluntarily elect to defer base salary and earned annual incentive awards. Under that plan, we provide annual profit-sharing contributions and matching contributions that cannot be provided under Perrigo’s Profit-Sharing and Investment Plan (“Tax-Qualified Plan”) because of the limitations of Sections 415 and 401(a)(17) of the Code. Code Section 415 limits the total annual additions to a participant’s account under the Tax-Qualified Plan to a specified dollar amount, which was $69,000 for 2024. Code Section 401(a)(17) limits total compensation that can be considered under the Tax-Qualified Plan. This limit was $345,000 for 2024. Due to these limits, certain Perrigo employees would not receive profit-sharing contributions and matching contributions under the Tax-Qualified Plan on their full compensation. Therefore, we provide affected employees who contribute to the Deferred Compensation Plan, including the NEOs, a company match and a profit-sharing contribution under the Deferred Compensation Plan that they would have been eligible for under the Tax-Qualified Plan but for the limitations under the Code. Employment Agreements (Severance Benefits): We typically do not enter into employment agreements with our executives other than our CEO and non-U.S. executives, such as Mr. Khoury, Ms. Quinn, and Mr. Janish, where local laws require it. We entered into an employment agreement with Mr. Lockwood-Taylor when he was appointed as President and CEO in June 2023. 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. When Ms. Quinn joined the Company in 2008, and based on Irish law, we entered into an Irish Employment Agreement, which was amended in 2025. In May 2024, Mr. Khoury joined the Company and based on Irish law, we entered into an Irish Employment Agreement with him. 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 and the Perrigo Employee Severance Programme, Ireland are presented in the section entitled “Potential Payments Upon Termination or Change in Control” beginning on page 49.

  69. Mr. Khoury

    Mr. Khoury Mr. Khoury's Irish Employment Agreement became effective in May 2024. In accordance with this employment agreement, Mr. Khoury'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 also provides one-time buy-out compensation offered in the form of $425,000 of Restricted Stock Units subject to two-year ratable vesting. He also received a 2024 pro-rata LTI grant in the amount of $758,333 which was a mix of RSUs and PSUs subject to three-year ratable vesting.

  70. Mr. Khoury

    The employment agreement is indefinite and provides for three-months prior notice of termination by both parties. If Mr. Khoury 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 twenty-four months. The agreement contains confidentiality provisions. The agreement also contains relocation support consistent with what is required to enable a standard international relocation.

  71. 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 has a fixed term ending on December 31, 2025 and requires 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.

  72. Ms. Quinn

    Ms. Quinn Ms. Quinn's Irish Employment Agreement became effective in November 2008 and was amended in November 2015. In accordance with this employment agreement, Ms. Quinn's compensation included a base salary; participation in the AIP; annual grants of equity under the LTIP; and participation in Perrigo's other employee benefits plans. The term of the Employment Agreement was indefinite and requires three months' prior notice of termination by both parties. If Ms. Quinn were involuntarily terminated by us without cause or voluntarily terminated for good reason (as defined in the Perrigo Employee Severance Programme, Ireland) she would receive cash severance benefits and continued vesting of stock-based awards for twenty-four months. The Agreement contained confidentiality provisions. The Agreement terminated on 31 July 2024 and Ms. Quinn received cash severance pay and continued vested of stock-based awards for twenty-four months consistent with the Employee Severance Programme, Ireland.

  73. Summary Compensation Table

    Summary Compensation Table

  74. 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 | 2024 | 1,200,000 | — | 6,252,342(6) | 305,760 | 36,727 | 7,794,829 | | CEO, President | 2023 | 604,615 | — | 4,300,008 | 1,080,000 | 83,346 | 6,067,969 | | Eduardo Bezerra | 2024 | 755,300 | — | 2,278,391(6) | 129,846 | 76,259 | 3,239,796 | | EVP, CFO | 2023 | 721,000 | — | 1,854,825 | 436,800 | 38,767 | 3,051,392 | | | 2022 | 437,500 | 200,000 | 1,875,395 | 549,976 | 9,150 | 3,072,021 | | Kyle L. Hanson | 2024 | 442,000 | — | 1,295,272 | 405,600 | 1,109,809 | 3,252,681 | | Former EVP, General Counsel and Secretary | 2023 | 618,000 | — | 1,339,638 | 304,200 | 21,750 | 2,283,588 | | | 2022 | 350,000 | — | 1,571,020 | 371,319 | 8,550 | 2,300,889 | | Ronald Janish (5) | 2024 | 595,361 | — | 1,040,632(6) | 88,055 | 768,863 | 2,492,912 | | EVP, Global Operations & Supply Chain & CTO | 2023 | 622,913 | — | 875,904 | 294,824 | 439,078 | 2,232,720 | | Roberto Khoury (5) | 2024 | 325,067 | — | 1,193,413 | 285,695 | 91,939 | 1,896,114 | | EVP, President CSCI | | | | | | | | | Grainne Quinn (5) | 2024 | 280,534 | — | 647,620 | — | 2,238,360 | 3,166,514 | | Former EVP, Chief Medial Officer | | | | | | | | | Triona Schmelter | 2024 | 750,000 | — | 1,981,051(6) | 85,278 | 22,857 | 2,839,185 | | EVP, President CSCA | | | | | | | |

  75. 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 for PSU OI were valued assuming payout at target performance of 100% (the probable outcome of the relevant performance conditions as of the grant date), and the amounts reported for rTSR PSUs was based on the Monte Carlo value of the awards 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, 2024, December 31, 2023 and December 31, 2022. 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. For 2024, one-third of these amounts was paid in cash and the remaining two-thirds, plus a 10% premium, was paid in AIP Bonus RSU Award. The amount shown in the table above for 2024 reflects the cash equivalent value. 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. Janish, Mr. Khoury and Ms. Quinn were converted to U.S. dollars based on foreign currency exchange rates on December 31, 2024. For 2024, this amount includes the value of the AIP Bonus RSU Award issued to such executive in March 2025, which represents 2/3 of the earned AIP bonus amount for each executive, plus a 10% premium. The fair values of such awards were as follows: Mr. Lockwood-Taylor, $672,672; Mr. Bezerra, $285,661; Mr. Janish, $193,720; Ms. Schmelter, $187,612. See Executive Compensation - Annual Incentive Award Opportunities for more information.

  76. Summary Compensation Table

    | PERRIGO • 2025 PROXY STATEMENT | 43 |

  77. All Other Compensation Detail

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

  78. All Other Compensation Detail

    | CEO Pay Ratio |

  79. All Other Compensation Detail

    | Pay versus Performance |

  80. Pay Versus Performance Table

    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.

  81. Pay Versus Performance Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | | | | | | | | 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) | | 2024 | $7,142,541 | -- | $4,949,771 | — | $2,629,204 | $1,932,465 | $57 | $152 | ($171.8) | $596.7 | | 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 |

  82. Pay Versus Performance Table

    (1) 2024 CEO is Mr. Lockwood-Taylor (current); other NEOs are E. Bezerra, K. Hanson, R. Janish, R. Khoury, G. Quinn, and T. Schmelter; 2023 CEOs are Mr. Lockwood-Taylor 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, 2023 and 2024 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, 2023 and 2024 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: :

  83. Reconciliation of Summary Compensation Table to Compensation Actually Paid for CEO

    Reconciliation of Summary Compensation Table to Compensation Actually Paid for CEO

  84. Reconciliation of Summary Compensation Table to Compensation Actually Paid for CEO

    | 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 | | 2024 | $7,142,541 | $5,579,670 | $4,133,037 | $(488,549) | $— | $(257,588) | $— | $4,949,771 | | 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 | $(1,597,038) | $— | $28,428 | $— | $7,936,371 |

  85. Reconciliation of Summary Compensation Table to Compensation Actually Paid for CEO

    | PERRIGO • 2025 PROXY STATEMENT | 59 |

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

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

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

    | 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 | | 2024 | $2,629,204 | $1,294,898 | $995,568 | $(203,582) | $— | $(100,128) | $(93,699) | $1,932,465 | | 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 |

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

    (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 2024 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.

  89. Relationship between CAP and PSU OI (our Company-Selected Measure)

    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 2024 incentive programs. We believe that PSU OI is an important profitability measure because it directly aligns with our stated strategic long-term growth 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.

  90. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | 62 | PERRIGO • 2025 PROXY STATEMENT |

  91. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | Audit Committee Report |

  92. Relationship between CAP and PSU OI (our Company-Selected Measure)

    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, 2024 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, 2024.

  93. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | THE AUDIT COMMITTEE Donal O’Connor, Chair Adriana Karaboutis Albert Manzone Geoffrey M. Parker Jonas Samuelson |

  94. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | PERRIGO • 2025 PROXY STATEMENT | 63 |

  95. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | Proposals to be Voted on |

  96. Relationship between CAP and PSU OI (our Company-Selected Measure)

    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. Ms. Doyle, a current director, will not stand for re-election at the Annual General Meeting. All directors who are elected will serve until the 2026 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, Kevin Egan, Adriana Karaboutis, Jeffrey B. Kindler, Patrick Lockwood-Taylor, Albert A. Manzone, Donal O’Connor, Geoffrey M. Parker and Jonas Samuelson for election as directors to serve until the 2026 Annual General Meeting. Shareholders are entitled to one vote per share for each of the eleven 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 7, 2025. All Director nominees exhibit:

  97. Relationship between CAP and PSU OI (our Company-Selected Measure)

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

  98. Relationship between CAP and PSU OI (our Company-Selected Measure)

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

  99. Relationship between CAP and PSU OI (our Company-Selected Measure)

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

  100. Relationship between CAP and PSU OI (our Company-Selected Measure)

    Our Director nominees exhibit an effective mix of diversity, experience and fresh perspectives: • Gender diversity: 20% • Racial or Ethnic Diverse 20% • Average age: 61 years • Average tenure: approximately 5 years • Active versus former executives: 5:6 Countries of origin: Monaco, Ireland, Sweden, United Kingdom and U.S.A.

  101. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | 64 | PERRIGO • 2025 PROXY STATEMENT |

  102. Relationship between CAP and PSU OI (our Company-Selected Measure)

    Director Skills Matrix

  103. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | 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 regulated healthcare, OTC or consumer selfcare 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 | | 8 | 5 | 1 | 0 | 8 | 8 | 2 | 3 | 11 | 9 | 0.5 |

  104. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | PERRIGO • 2025 PROXY STATEMENT | 65 |

  105. Relationship between CAP and PSU OI (our Company-Selected Measure)

    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 - 73.

  106. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | 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 | | Kevin Egan | New | Former Executive | Yes | None | | Adriana Karaboutis | 2017 | Former Executive | Yes | Three | | Jeffrey B. Kindler | 2017 | Executive | Yes | Three | | 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 | | Jonas Samuelson | 2025 | Former Executive | Yes | One |

  107. Relationship between CAP and PSU OI (our Company-Selected Measure)

    * 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 2026 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 NGC 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 NGC 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.

  108. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | 66 | PERRIGO • 2025 PROXY STATEMENT |

  109. Relationship between CAP and PSU OI (our Company-Selected Measure)

    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. Other than Kevin Egan, 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.

  110. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | PERRIGO • 2025 PROXY STATEMENT | 67 |

  111. Relationship between CAP and PSU OI (our Company-Selected Measure)

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

  112. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | Bradley A. Alford Independent | | | Age 68 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), Compensation Committee and Nominating and Governance Committee • 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. |

  113. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | Orlando D. Ashford Independent | | | Age 56 Director since 2020 Chairman since 2022 Committees Talent & Compensation Nominating & Governance | Experience • February 2025 – Present: Interim CEO, National Black MBA Association • 2022 - January 2025 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) Compensation Committee • 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. |

  114. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | 68 | PERRIGO • 2025 PROXY STATEMENT |

  115. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | Julia M. Brown Independent | | | | Experience | | Age 55 Director since 2023 Committees Talent & Compensation Nominating & Governance | • 2020 – 2021 Chief Procurement & Sustainability Officer, Mars Wrigley, a world leading manufacturer of chocolate and confectionery. • 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) Compensation Committee and Nominating and Governance Committee • 2021 – Present Molson Coors Beverage Company (NYSE: TAP) Compensation Committee • 2021 – Present Solo Brands (NYSE: DTC) Nominating and Governance Committee • 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. |

  116. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | Kevin Egan Independent | | | Age 59 | Experience • 1998 – 2024 Partner, Audit and Assurance, PwC Ireland. • 2007 – 2015 Head of Audit and Assurance, PwC Ireland • 2021 – Present a member of the Audit Committee of the National University of Ireland Other Public Company Directorships • n/a Notable Experience and Key Skill Sets • Mr. Egan is the former Head of Audit and Assurance and a former Partner at PwC Ireland, with 37 years’ experience in public auditing and related disciplines. During this period, he served as a member of PwC Ireland’s senior leadership team. • As the former auditor of various US-listed and other regulated companies, he has extensive financial management, accounting and auditing expertise, as well as valuable experience in working with regulators and Government. • Mr. Egan also has deep experience in supporting former clients in external regulatory inspections and investigations, internal investigations into false accounting and fraud incidents and in dealing with the consequences of, and recovery from, cyber-attack. |

  117. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | PERRIGO • 2025 PROXY STATEMENT | 69 |

  118. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | Adriana Karaboutis Independent | | | Age 62 Director since 2017 Committees Chair, Nominating & Governance Audit | 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: SVS.L) Nominating and Governance and Compensation Committees • 2022 - Present AON plc (NYSE: AON) Audit and Nominating and Governance Committees • 2024 - Present Autoliv (NYSE: ALV and NASDAQ: ALV.sdb Stockholm) Audit Committee • 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 and board 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. |

  119. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | 70 | PERRIGO • 2025 PROXY STATEMENT |

  120. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | Jeffrey B. Kindler Independent | | | Age 69 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) Compensation Committee and Audit Committee • 2012 - Present Precigen (NASDAQ: PGEN) Compensation Committee and Audit Committee • 2024 - Present Lupin Pharmaceuticals (NYSE: LUPIN) Risk Management and Strategy Committee • 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. |

  121. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | Patrick Lockwood- Taylor | | | Age 56 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. |

  122. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | PERRIGO • 2025 PROXY STATEMENT | 71 |

  123. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | Albert A. Manzone Independent | | | Age 61 Director since 2022 Committees Audit | Experience • 2023 – Present Deputy Chief Executive Officer, Monte-Carlo Société 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) Audit Committee • 2023 – Present Banjay Group (formerly FL Entertainment) (Amsterdam: FLE.AS) Notable Experience and Key Skill Sets • Mr. Manzone has over 30 years’ experience creating value in global branded CPG companies in food & beverage, consumer health, luxury sectors and service businesses in hospitality, retail and entertainment. • 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. |

  124. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | Donal O’Connor Independent | | | Age 74 Director since 2014 Committees Chair, Audit | 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) Audit Committee and Compensation Committee • 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. |

  125. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | 72 | PERRIGO • 2025 PROXY STATEMENT |

  126. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | Geoffrey M. Parker Independent | | | Age 60 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. |

  127. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | Jonas Samuelson Independent | | | Age 56 Director since January, 2025 Committees Audit Nominating & Governance | Experience • 2016 – January 2025, President & CEO, AB Electrolux • 2011 – 2016, CEO, Major Appliances, Electrolux Europe, Middle East and Africa • 2008 – 2011, CFO Electrolux Group • 2005 – 2008, CFO and EVP, Munters AB Other Public Company Directorships • 2022 - Present: Volvo Car AB (NASDAQ Stockholm: VOLCAR B) People Committee Notable Experience and Key Skill Sets • Mr. Samuelson has broad leadership experience in developing global branded, consumer focused and highly competitive product and service businesses both as a CEO and a CFO. • He brings extensive strategic and financial expertise relevant to international corporations. • Mr. Samuelson also provides strong insight and experience in general management, strategy, finance, capital markets, mergers & acquisitions, sales & marketing, industrial operations and sustainable consumer focused innovation. |

  128. Relationship between CAP and PSU OI (our Company-Selected Measure)

    | PERRIGO • 2025 PROXY STATEMENT | 73 |

  129. Relationship between CAP and PSU OI (our Company-Selected Measure)

    Proposal 1 – Elect eleven director nominees to serve until the 2026 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 2026 Annual General Meeting: • Bradley A. Alford • Orlando D. Ashford • Julia M. Brown • Kevin Egan • Adriana Karaboutis • Jeffrey B. Kindler • Patrick Lockwood-Taylor • Albert A. Manzone • Donal O’Connor • Geoffrey M. Parker • Jonas Samuelson

  130. Directors

    Directors 95 The number of Directors shall (subject to: (a) automatic increases to accommodate the exercise of the rights of Holders of any class or series of shares then in issue having special rights to nominate or appoint Directors in accordance with the terms of issue of such class or series of shares; and / or (b) any resolution passed in accordance with article 121) not be less than two nor more than eleven twelve. The authorised number of directors (within such fixed maximum and fixed minimum numbers) shall be determined by the Board. The continuing Directors may act notwithstanding any vacancy in their body, provided that if the number of the Directors is reduced below the prescribed minimum the remaining Director or Directors shall appoint forthwith an additional Director or additional Directors to make up such minimum or shall convene a general meeting of the Company for the purpose of making such appointment. 96 Each Director shall be entitled to receive such fees for his services as a Director, if any, as the Board may from time to time determine. Each Director shall be paid all expenses properly and reasonably incurred by him in the conduct of the Company's business or in the discharge of his duties as a Director, including his reasonable travelling, hotel and incidental expenses in attending and returning from meetings of the Board or any committee of the Board or general meetings. A Director is expressly permitted, for the purposes of section 228(1)(d) of the Act, to use the Company’s property subject to such conditions as may be approved by the Board or such conditions as may be approved pursuant to such authority as may be delegated by the Board in accordance with these articles. 97 The Board may from time to time determine that, subject to the requirements of the Acts, all or part of any fees or other remuneration payable to any Director of the Company shall be provided in the form of shares or other securities of the Company or any subsidiary of the Company, or options or rights to acquire such shares or other securities, on such terms as the Board may decide. If any Director shall be called upon to perform extra services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, the Company may remunerate such Director either

  131. Directors

    | PERRIGO • 2025 PROXY STATEMENT | 125 |

  132. Directors

    by a fixed sum or by a percentage of profits or otherwise as may be determined by a resolution passed at a meeting of the Directors and such remuneration may be either in addition to or in substitution for any other remuneration to which he may be entitled as a Director 99 No shareholding qualification for Directors shall be required. A Director who is not a member of the Company shall nevertheless be entitled to attend and speak at general meetings. 100 Unless the Company otherwise directs, a Director of the Company may be or become a Director or other officer of, or otherwise interested in, any company promoted by the Company or in which the Company may be interested as Holder or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a Director or officer of, or from his interest in, such other company.