DEF 14A of Ani Pharmaceuticals Inc
Filed Apr 9, 2026 · FY20250001023024-26-000039
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS
Board Composition; Selection of Nominees
Board Composition; Selection of Nominees The Company’s bylaws provide that our Board of Directors (the “Board”) may determine the number of directors from time to time. Our Board is currently composed of eight members. The Company’s Nominating and Corporate Governance Committee is responsible for developing and recommending to the Board for determination any specific minimum qualifications that must be met, any specific qualities or skills that are necessary for one or more of our Board members to possess, and the desired qualifications, expertise and characteristics of our Board members. All directors are encouraged to submit to the Company’s Nominating and Corporate Governance Committee the name of any person deemed qualified to serve on the Board, together with information on the candidate’s qualifications. The Nominating and Corporate Governance Committee also considers candidates recommended by the Stockholders for election to the Board that are submitted in accordance with the Company's bylaws and in compliance with applicable rules of the SEC. The Nominating and Corporate Governance Committee will screen and submit to the full Board the names and biographical information of those persons considered by the Nominating and Corporate Governance Committee to be viable candidates for election as directors. There are no term limits and no fixed retirement age for directors. The Board does not believe that a fixed retirement age, or term limits, for directors are appropriate. While mandatory retirement and term limits could help ensure that there are fresh ideas and viewpoints available to the Board, they hold the disadvantage of losing the contribution of directors who over time have developed increasing insight into the Company and its operations and therefore provide an increasing contribution to the Board as a whole. When seeking new director candidates, the Nominating and Corporate Governance Committee will consider potential candidates for director submitted by Board members, members of our management, and our Stockholders, and the Committee does not evaluate candidates differently based upon the source of the nominee. The Company did not receive any director nominations from Stockholders in accordance with procedures set forth in its bylaws. Director nominations presented by Stockholders at the Annual Meeting will not be considered. The Company announced in December 2025 that Patrick D. Walsh would not seek re-election as a director at the Annual Meeting. Thus, the Nominating and Corporate Governance Committee recommended to the Board the following seven incumbent directors of the Board as nominees for election to the Board at the Annual Meeting to serve, if elected, until the 2027 annual meeting and thereafter until a successor is duly elected and qualified or until their earlier death, resignation, or removal. Set forth below are the names and ages of these nominees, the years they became directors, their principal occupations or employment for at least the past five years and the names of other public companies for which they serve as a director or have served as a director during the past five years. Also set forth are the specific experiences, qualifications, or skills that led our Nominating and Corporate Governance Committee to conclude that each person should serve as a director.
Information Regarding Director Nominees
Information Regarding Director Nominees Thomas J. Haughey, 62, has served as a director since May 2018 and has been Chairman of the Board since October 2025. Mr. Haughey held the role of General Counsel and Secretary at Par Pharmaceutical Companies, Inc. (“Par”) from 2003 through 2016. In addition to his role as General Counsel, he held various additional executive roles at Par including President from 2011 to 2012 and Chief Administrative Officer from 2012 to 2016. Prior to that, Mr. Haughey held positions at Schering-Plough Corporation, where he was Chief Counsel from 1998 to 2001 and Legal Director from 2001 to 2003. Previously, Mr. Haughey was an attorney at Cadwalader, Wickersham & Taft and a certified public accountant at Arthur Andersen & Co. Since 2016, Mr. Haughey has been an adjunct professor at Passaic County Community College. Mr. Haughey earned a B.S. in accounting at St. John’s University and a J.D. at the New York University School of Law. Mr. Haughey is qualified to serve on our Board because of his experience in the pharmaceutical industry, as well as his legal, financial and accounting expertise. Mr. Haughey is the current Chairman of the Board and is a member of the Board’s Audit and Finance Committee. He qualifies as an audit committee financial expert. He is also a member of the Board’s Nominating and Corporate Governance Committee. Nikhil Lalwani, 48, has served as ANI’s President and Chief Executive Officer and as a member of the Board since September 2020. Prior to joining ANI, from April 2017 to April 2020, Mr. Lalwani was Chief Executive Officer of the India Rx Business at Cipla Ltd. (NSE: CIPLA) (“Cipla”), a global pharmaceutical company. In addition, Mr. Lalwani held various additional executive roles at Cipla, including acting as Chief Executive Officer of Cipla USA from April 2017 to April 2020, as Chief Executive Officer of InvaGen, a subsidiary of Cipla, from April 2016 to April 2020, as Head of US Strategy, M&A and Integration, and as Head of Cipla’s Global Respiratory business. In these roles, Mr. Lalwani developed and executed multi-year strategic growth plans for key products and facilitated successful acquisitions as Cipla entered the specialty pharmaceutical space. Prior to Cipla, Mr. Lalwani was an Associate Partner with McKinsey & Company, serving pharmaceutical and healthcare companies across the world, and an engineer with Medtronic. Mr. Lalwani holds a B.S. in Electrical Engineering from Georgia Institute of Technology and an M.B.A. from the Wharton School at the University of Pennsylvania. Mr. Lalwani is qualified to serve on our Board based on his extensive experience as an executive in the pharmaceutical industry and his position as President and Chief Executive Officer of ANI. As a member of the executive team of the Company, Mr. Lalwani serves a vital function in the link between management and the Board, enabling the Board to perform its oversight function with the benefits of management’s perspective on the business. Matthew J. Leonard, R.Ph., 60, has been a member of the Board since August 2023. Since December 2023, Mr. Leonard has served as Pfizer, Inc.'s Senior Vice President of Global Access and Value. Prior to that, from May 2021 to December 2023, he served as the Chief Pharmacy Strategy Officer at Capsule, a digital healthcare company focused on improving the delivery of pharmacy services, and served as the Executive Vice President, President, North America, and Global Supply Chain Officer at Covetrus from April 2019 to April 2020. Prior to Covetrus, Mr. Leonard spent 24 years in a variety of leadership roles with CVS Health, most recently as Executive Vice President, Pharmaceutical Contracting, Purchasing and Managed Care. From August 2016 to April 2019, Mr. Leonard also served as Chairman of the Board and President at Red Oak Sourcing, LLC, the joint venture between CVS Health and Cardinal Health, where he was responsible for securing an $8 billion portfolio of generic drugs. Mr. Leonard holds a B.S. in Pharmacy from the University of Rhode Island and is a Registered Pharmacist in the State of Rhode Island. Mr. Leonard is qualified to serve on our Board because of his extensive executive leadership experience in the pharmaceutical and pharmacy services industries. Mr. Leonard is currently a member of the Board’s Audit and Finance Committee and a member of the Board’s Nominating and Corporate Governance Committee. Antonio R. Pera, 68, has served as a director since August 2020. Mr. Pera served in various roles, including as President of Par, the fifth-largest generic manufacturer in the United States, from December 2013 until his retirement in August 2019. Prior to Par, Mr. Pera held leadership positions at AmerisourceBergen, American Pharmaceuticals Partners, Bedford Laboratories, a division of Ben Venue Laboratories, and Baxter Healthcare. His breadth of experience spans sales, marketing, supply chain operations, and licensing, and he has played a pivotal role in the successful growth and commercialization efforts at several successful pharma entities. Mr. Pera holds a B.S. in Business Administration from the University of Illinois at Urbana-Champaign and an M.B.A. from DePaul University. Mr. Pera is qualified to serve on our Board based on his significant leadership experience and his knowledge of the pharmaceutical industry. Mr. Pera is the current Chair of the Board’s Compensation Committee. Muthusamy Shanmugam, 58, has served as a director and as the Company's Head of Research & Development and Chief Operating Officer of New Jersey Operations since November 2021. Mr. Shanmugam joined the Board in November 2021 in connection with ANI’s acquisition of Novitium Pharma LLC (“Novitium”), where he was the President and Founder. Mr. Shanmugam has over three decades of experience in the pharmaceutical industry, including serving as President of Novitium (now a wholly owned subsidiary of the Company) from 2016 to November 2021. Prior to co-founding Novitium, Mr. Shanmugam also held positions at Par and Novel Laboratories, Inc. Mr. Shanmugam is a director and founder of Nuray Chemicals Private Limited and Sthree Chemicals Private Limited, both located in India and engaged in manufacturing of active pharmaceutical ingredients, and is a director and founder of SS Pharma LLC, which acts as a U.S. agent for sales of active pharmaceutical ingredients. Mr. Shanmugam is also a director and founder of Esjay LLC and Esjay Pharma Private Limited, which provides R&D and facility consulting services and finished dosage manufacturing, and of Scitus Pharma Services Pvt Ltd, a clinical research organization, both located in India. Mr. Shanmugam began his career as a formulation scientist at Kali Laboratories, Inc. Mr. Shanmugam obtained his M.S. in Industrial Pharmacy from the Tamil Nadu Dr. M.G.R. Medical University and is a registered pharmacist in the state of New York. Mr. Shanmugam is qualified to serve on our Board based on his extensive experience in the pharmaceutical industry and his leadership of Novitium and his current leadership at the Company in R&D and Operations.
Information Regarding Director Nominees
Renee P. Tannenbaum, Pharm.D., 74, has served as a director since March 2022. Since March 2025, Dr. Tannenbaum has served as Corporate Development Advisor for Bench International, an executive search firm focused on biotech and life sciences. Previously, she served as Vice President of Global Partnering at Halozyme, Inc. from August 2016 to July 2021, where she was responsible for leading the team that executed business development activities and the company’s alliances through partnerships and collaborations. Prior to that, Dr. Tannenbaum was Head of Global Customer Excellence at AbbVie from October 2012 to January 2016, where she was responsible for building commercial capabilities for the organization. Dr. Tannenbaum has extensive experience as a Board member and a strategic advisor. She has served since June 2021 as a director at Cardiff Oncology, Inc., and previously served as a director of Zogenix, Inc. from 2015 until 2022, both U.S. publicly traded companies. She has also served as a director for foreign publicly traded companies Nordic Nanovector ASA and Cipher Pharmaceuticals, Inc., and Sharps Compliance, Inc., and the privately held company Immune Pharmaceuticals, Inc. Dr. Tannenbaum received her Doctor of Pharmacy degree from the Philadelphia College of Pharmacy and Sciences, her M.B.A. from Temple University, and her B.S. in Pharmacy from the University of Connecticut. Dr. Tannenbaum is qualified to serve on our Board based on her extensive executive leadership experience in the pharmaceutical and biopharmaceutical industries and her current and past experience as a director of several U.S. and foreign publicly traded companies. Dr. Tannenbaum is currently a member of the Board's Compensation Committee and Chair of the Board’s Nominating and Corporate Governance Committee. Jeanne A. Thoma, 66, has served as a director since August 2020. In November 2021, Ms. Thoma joined the Board of Nanoform Finland Oyj, a foreign publicly traded company and a producer of nanoformed drug particles. Previously, Ms. Thoma served as a director of the Avid Bioservices, Inc., a U.S. publicly traded company, from December 2020 until the company was taken private in February 2025. She was on the Board of Vectura Group plc. from December 2020 until the sale of the company in October 2021, and on the Board of Pharmathen Global B.V. from January 2022 until March 2024, following a change in the company’s strategy. From January 2017 to October 2020, Ms. Thoma was the President and Chief Executive Officer of SPI Pharma Inc., a global pharmaceuticals ingredients company which manufactures actives, excipients, and drug delivery systems. From January 2015 to December 2016, Ms. Thoma worked as an independent consultant to technology and specialty chemicals companies. Previously, Ms. Thoma worked for Lonza AG, a Switzerland-based biotech company, where she held positions of increasing responsibility, including President and Chief Operating Officer of the Microbial Control Business Sector. Prior to joining Lonza in 2004, Ms. Thoma spent 14 years at BASF Corp. in the Pharma Solutions business where she held various leadership positions in Sales, Marketing and Operations. Ms. Thoma holds a B.S. from Montclair State University and an M.B.A. from Fairleigh Dickinson University. Ms. Thoma is qualified to serve on our Board based on her extensive leadership experience in the pharmaceutical industry. Ms. Thoma is currently the chair of the Board’s Audit and Finance Committee and a member of the Board's Compensation Committee.
Director Compensation
Director Compensation The Company's non-employee directors received the following compensation: Annual Cash Compensation. In 2025, the Company’s non-employee directors received an annual cash retainer of $59,250. The Chair of the Board also received an additional annual retainer of $42,500. Chairs of the Audit and Finance, Compensation, and Nominating and Corporate Governance Committees received additional annual retainers of $25,000, $20,000 and $15,000, respectively. Members of the Audit and Finance, Compensation, and Nominating and Corporate Governance Committees (other than the Chair of such committee) received further annual retainers of $12,500, $10,000 and $7,500, respectively. Directors did not receive any meeting fees. Annual Equity Awards. The non-employee directors also receive an annual restricted stock award upon re-election to the Board with a grant date fair value of $290,000. In May 2025, the Board approved equity grants to the current non-employee directors of 4,336 shares of restricted common stock. The grants of restricted common stock to incumbent non-employee directors will vest on the earlier of the first anniversary of the grant date and the date of the next annual meeting following the grant date, subject to continued service with the Company through the vesting date. Equity Awards for New Directors. New directors receive a grant of restricted common stock with a grant date fair value of $435,000, which vests in three equal installments on the first, second and third anniversary of appointment to the Board, subject to continued service with the Company through the applicable vesting date. The following table sets forth certain information with respect to the compensation paid or awarded by the Company to its non-employee directors who served for some portion or all of the fiscal year ended December 31, 2025.
Director Compensation
| Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3)(4)(5) | Total ($) | | Thomas Haughey | 94,766 | 248,323 | 343,089 | | Matthew Leonard | 79,250 | 248,323 | 327,573 | | Antonio Pera | 79,250 | 248,323 | 327,573 | | Renee Tannenbaum | 84,250 | 248,323 | 332,573 | | Jeanne Thoma | 83,007 | 248,323 | 331,330 | | Patrick Walsh(6) | 97,477 | 248,323 | 345,800 |
Director Compensation
(1)Muthusamy Shanmugam, our Head of Research and Development and Chief Operating Officer of New Jersey Operations, does not receive additional compensation for his services as a director and thus is not included on this table. Nikhil Lalwani, our President and Chief Executive Officer, does not receive additional compensation for his services as a director and thus is not included on this table. Mr. Lalwani’s compensation as an executive officer is disclosed in the Summary Compensation Table of the Compensation Discussion and Analysis. (2)Non-employee directors received an annual retainer fee plus any additional annual fees due for service on our committees or as our Chair of the Board in the amounts described above under “Annual Cash Compensation.” (3)The amounts shown in this column reflect the aggregate grant date fair value of the restricted stock awards calculated in accordance with FASB ASC Topic 718, disregarding the effect of estimated forfeitures. See Note 15 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for further information about the assumptions underlying the calculations made with respect to the restricted stock grants noted in this table. (4)Our non-employee directors who served in 2025 held the following number of unexercised stock options and unvested shares of restricted stock as of December 31, 2025.
Director Compensation
| Name | Stock Options Outstanding | Unvested Shares of Restricted Stock | | Thomas Haughey | 4,634 | 4,336 | | Matthew Leonard | — | 6,864 | | Antonio Pera | 16,024 | 4,336 | | Renee Tannenbaum | — | 4,336 | | Jeanne Thoma | 16,024 | 4,336 | | Patrick Walsh | 4,634 | 4,336 |
Director Compensation
(5)Grant date fair value was calculated based on the closing market price per share on the date of grant of $57.27. The number of restricted shares subject to each award was calculated based on the 30-day volume-weighted average price of $66.88. (6)Cash compensation payable to Mr. Walsh for his services on the Board is remitted directly to Diligence Team, LLC. The Company is also obligated to indemnify and may advance the payment of certain expenses for its directors in certain circumstances under Delaware law and pursuant to the Company’s governance documents. Non-employee directors receive no other form of remuneration, perquisites or benefits but are reimbursed for their expenses in attending meetings.
2025 Executive Compensation Overview
| Base Salary | The Compensation Committee, after considering the market practice survey data of our peer group provided by our independent compensation consultant, increased the base salaries for each of our NEOs in amounts ranging from 3% to approximately 14% for 2025. | | Annual Incentives | For 2025, the Compensation Committee approved an Executive Incentive Bonus Plan (the “Bonus Plan”) that incorporates financial and strategic performance goals. The CEO’s annual incentive is based 100% on corporate performance and the annual incentive pay of the other NEOs is based on a mix of corporate performance and functional or business unit performance. Based on the Company’s performance results for 2025, as well as functional or business unit performance, the Compensation Committee approved bonus payouts of 160% to 200% of target opportunities for all NEOs. | | Long-Term Incentives | For 2025, the Compensation Committee continued the use of performance-based restricted stock units (“PSUs”) and approved long-term equity grants to the NEOs. The Compensation Committee approved target long-term equity incentives using a mix of 25% PSUs and 75% time-based restricted stock awards for all of the NEOs. PSUs may be earned based on the achievement of two different performance metrics — Adjusted non-GAAP EBITDA Growth and relative Total Shareholder Return (“TSR”). |
Pay Mix
Pay Mix The following charts provide a breakdown of the target total direct compensation opportunities for our CEO and our other NEOs (as an average) in 2025. Target total direct compensation includes annualized base salary, target bonus opportunity, and grant date fair value of equity awards (assuming target performance for PSUs).
The Role of the Independent Compensation Consultant
The Role of the Independent Compensation Consultant The Compensation Committee engages an independent compensation consultant to provide expertise on competitive pay practices, program philosophy and design. Pursuant to authority granted to it under its charter, the Compensation Committee has hired Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent consultant. Pearl Meyer reports directly to the Compensation Committee and does not provide any additional services to management. The Compensation Committee has conducted an independence assessment of Pearl Meyer in accordance with Nasdaq rules and did not find any conflict of interest.
Fiscal 2025 Peer Group
Fiscal 2025 Peer Group The Compensation Committee strives to set a competitive level of total compensation for each NEO as compared with executive officers in similar positions at peer companies. In setting 2025 target compensation levels for the NEOs, the Company used the peer group detailed below. This peer group was determined by the Compensation Committee based on an in-depth review by its independent compensation consultant, which included an assessment of potential comparators to evaluate the degree to which the current peers have kept pace with the Company’s growth and evolution and an examination of the broader marketplace to identify appropriate and relevant additions to the peer group. Selection criteria for determining the Company’s compensation peer group includes companies operating in the biotechnology and pharmaceutical industries with revenues and enterprise values ranging from 1/3 to 3x the size of the Company. The Compensation Committee also reviews other factors, including market capitalization, profitability status, and business comparability to the Company, when determining the compensation peer group. After this in-depth analysis, and at the recommendation of Pearl Meyer, the Compensation Committee approved the removal of Coherus BioSciences, Eagle Pharmaceuticals, and Intercept Pharmaceuticals and the addition of Acadia Pharmaceuticals, Amicus Therapeutics, Inc., Aurinia Pharmaceuticals, and TG Therapeutics for the 2025 peer group. The resulting 2025 peer group of 17 companies is shown below:
Fiscal 2025 Peer Group
| 2025 Peer Group | | | | Acadia Pharmaceuticals Inc. | Collegium Pharmaceutical, Inc. | PTC Therapeutics, Inc. | | Amicus Therapeutics, Inc. | Corcept Therapeutics Incorporated | Supernus Pharmaceuticals, Inc. | | Amphastar Pharmaceuticals, Inc. | Insmed Incorporated | TG Therapeutics, Inc. | | Aurinia Pharmaceuticals Inc. | Ironwood Pharmaceuticals, Inc. | Travere Therapeutics, Inc. | | BioCryst Pharmaceuticals, Inc. | Myriad Genetics, Inc. | Ultragenyx Pharmaceutical Inc. | | Catalyst Pharmaceuticals, Inc. | Pacira BioSciences, Inc. | |
Fiscal 2025 Peer Group
Based on the recommendation of its independent compensation consultant, the Compensation Committee used a combination of proxy peer group and industry compensation surveys when assessing the competitiveness of the Company's compensation practices and overall position.
Base Salary
Base Salary Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain executive leadership talent. In making base salary decisions, the Compensation Committee considers the CEO’s recommendations, as well as each NEO’s position and level of responsibility within the Company. The Committee takes into account factors such as relevant peer group and survey data as well as individual performance and contributions. The Compensation Committee, after considering the peer group and survey data described above, approved the 2025 base salaries for each of our NEOs as shown in the table below:
Executive Incentive Bonus Plan
Executive Incentive Bonus Plan The Executive Incentive Bonus Plan (the “Bonus Plan”) provides for the payment of annual cash incentive awards to eligible participants. The purpose of the Bonus Plan is to motivate and reward eligible officers and employees of the Company, including the NEOs, for their contributions toward the achievement of certain corporate and/or functional performance goals. Each NEO’s target award opportunity is based on a percentage of his or her base salary. Actual award payouts are based on performance results and cannot exceed 200% of the executive officer’s target award opportunity. Target award opportunities for 2025 are outlined below:
Executive Incentive Bonus Plan
| Name | Base Salary ($) | Target Incentive Opportunity (% of Salary) | Cash Target Incentive Opportunity ($) | | Nikhil Lalwani | 850,000 | 100% | 850,000 | | Stephen P. Carey | 525,146 | 60% | 315,088 | | Christopher K. Mutz | 477,750 | 50% | 238,875 | | Ori Gutwerg | 484,277 | 50% | 242,139 | | Meredith W. Cook | 477,540 | 50% | 238,770 |
Executive Incentive Bonus Plan
For 2025, actual award payouts were based on the achievement of predetermined financial and strategic corporate and/or functional performance objectives as approved by the Compensation Committee. The CEO’s annual cash incentive award is entirely based on corporate performance and the annual cash incentive awards for the other NEOs are based on a mix of corporate performance and their respective functional or business unit performance as shown in the table below.
Executive Incentive Bonus Plan
| Level | Corporate Performance | Functional / Business Unit Performance | | CEO | 100% | — | | Other NEOs | 70% | 30% |
Corporate Performance Results
| Weighting | Assessment Results / Achievements | Payout Factor (% of Target) | | 50% | •Revenues of $883.4 million •Adjusted non-GAAP EBITDA of $229.8 million1 | 185% | | 50% | •The Rare Disease and Brands business demonstrated strong commercial execution for the Company's flagship product Cortrophin Gel, as well as further expanded the commercial and sales teams into key strategic areas. In addition, the Rare Disease business completed the New Day clinical study and retained strong culture. •The Generics business overachieved their target by launching 12 products in 2025 in addition to strengthening the Generics pipeline. •On the operations side, the Company expanded its India and Europe operations and strengthened the Finance organization as well as realized substantial procurement savings. •Strategically, the Company successfully integrated the Alimera acquisition, strengthened supply continuity, and made progress in identifying targets for business development and acquisitions. •Finally, the Company defined our Purpose & Values and continued efforts to strengthen the culture of ANI across all areas. | 185% |
Functional Performance Results
Functional Performance Results Our NEOs were evaluated against functional performance goals that were set for 2025. In assessing functional performance, the Compensation Committee, with the input of the CEO, considered each officer’s individual contributions to the completion of our corporate goals, and the officer’s individual accomplishments in helping to execute on our strategy within their respective functions. The annual cash incentive awards to our NEOs were approved at between 160% and 200% of the NEO’s target award opportunity. In approving the achievement of the annual cash incentive awards above the target level, the Compensation Committee and the Board considered the performance of the individual relative to his or her functional or business unit performance.
Long-Term Incentive Program
Long-Term Incentive Program
2025 Equity Awards
2025 Equity Awards In furtherance of our pay for performance philosophy and culture, we grant equity awards to our NEOs on an annual basis. Our Compensation Committee determined to continue to use PSUs in 2025 and approved a grant of PSUs (25% of the grant date fair value of the total award, at target) on February 12, 2025 to our NEOs. The same as in prior years, these PSUs have a three-year performance period and cliff vest after three years, generally subject to continued employment through the vesting date. A grant of restricted stock was also approved (75% of the grant date fair value of the total award) on February 12, 2025 to our NEOs, which vests annually in four equal installments on the first four anniversaries of the applicable grant date, generally subject to continued employment through the applicable vesting date. Factors used to determine the size of these awards included, with no particular weighting: (i) the responsibilities, past performance, and anticipated future contributions of the NEO; (ii) the competitiveness of the NEO’s overall compensation package with reference to peer group practices and survey data (iii) the NEO’s existing equity holdings; (iv) the extent to which these existing holdings are vested; (v) the recommendations of our CEO (other than with respect to his own grant); and (vi) our “burn rate” relative to our industry burn rate guidelines, per certain stockholder and proxy advisor methodologies. The following table summarizes the number of shares and targeted value of the restricted stock awards and PSUs granted to the NEOs in 2025:
2025 Equity Awards
| | Restricted Stock Awards | | Performance Stock Units | | | | Name | Shares(1) | Target Value ($) | Shares (at Target)(1) | Target Value ($) | Total Target Value ($) | | Nikhil Lalwani | 91,399 | 5,250,000 | 30,466 | 1,750,000 | 7,000,000 | | Stephen P. Carey | 24,808 | 1,425,000 | 8,269 | 475,000 | 1,900,000 | | Christopher K. Mutz | 24,808 | 1,425,000 | 8,269 | 475,000 | 1,900,000 | | Ori Gutwerg | 15,668 | 900,000 | 5,222 | 300,000 | 1,200,000 | | Meredith W. Cook | 16,974 | 975,000 | 5,658 | 325,000 | 1,300,000 |
2025 Equity Awards
_________________________ (1) The number of shares was determined by dividing the target award values by the volume-weighted average fair market value of our common stock over the 30 trading days up to and including the grant date. Values shown in the table above may differ from the values shown in the Summary Compensation Table and Grants of Plan-Based Awards table. The 2025 PSUs are 50% based on performance against our three-year adjusted non-GAAP EBITDA Year-on-Year Growth Rate, and the remaining 50% are based on our three-year relative TSR against the constituents of the S&P 600 Pharmaceuticals, Biotechnology and Life Sciences Index. The Compensation Committee identified these metrics as the most relevant and closely correlated with our operating performance and Stockholder value. Performance will be measured from January 1, 2025 to December 31, 2027, and the PSUs will cliff vest on December 31, 2027, upon the Compensation Committee’s certification of actual results following the end of the performance period, subject to continued employment through December 31, 2027. The PSUs have a threshold payout of 50% of target and a maximum payout of 200% of target, and the payout for the relative TSR PSUs will be capped at target if our stock price performance is negative over the performance period. The 2023 PSUs were 50% based on performance against our three-year adjusted non-GAAP EBITDA Year-on-Year Growth Rate, and the remaining 50% were based on our three-year relative TSR against the constituents of the S&P 600 Pharmaceuticals, Biotechnology and Life Sciences Index, and performance was measured from January 1, 2023 to December 31, 2025, with a cliff vesting on December 31, 2025. Our three-year relative TSR was greater than the 75th percentile compared to the constituents, and our three-year adjusted non-GAAP EBITDA Year-on-Year Growth Rate exceeded the maximum growth rate of 20%, resulting in a 200% multiplier. Therefore, the achievement of adjusted non-GAAP EBITDA and TSR resulted in the PSUs being earned at 200% of target as summarized in the following table:
2025 Equity Awards
| Name | Performance Stock Units Granted at Target (#) | Multiplier Based on Company Performance | Number of Shares Issued (#) | | Nikhil Lalwani | 31,843 | 200% | 63,686 | | Stephen P. Carey | 8,105 | 200% | 16,210 | | Christopher K. Mutz | 5,789 | 200% | 11,578 | | Ori Gutwerg | 5,789 | 200% | 11,578 | | Meredith W. Cook | 4,052 | 200% | 8,104 |
Termination and Change of Control Benefits
Termination and Change of Control Benefits Our Compensation Committee believes that reasonable severance payments and benefits are necessary to attract and retain executives and are important in incentivizing them to pursue a change in control transaction if it is in the best interest of our Stockholders, even if it creates uncertainty for them. As such, and consistent with peer practices, we have termination and change in control provisions in the employment agreements that we have entered into with each of our NEOs. Our “double-trigger” provisions in the employment agreements preserve morale and productivity, and encourage executive retention in the event of a change in control. They are also designed to (i) provide reasonable compensation to executive officers who leave our Company under certain circumstances to facilitate their transition to new employment, and (ii) require a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits. For information regarding the change in control benefits for our NEOs, please refer to the section of this Proxy Statement titled “Potential Payments Upon Termination or Change in Control.”
Policies and Practices Related to the Grant of Certain Equity Awards Close In Time to the Release of Material Nonpublic Information
Policies and Practices Related to the Grant of Certain Equity Awards Close In Time to the Release of Material Nonpublic Information The Company does not currently grant awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of awards of such options or similar option-like instruments in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant new awards of such options or similar option-like instruments, the Board and the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing. The Compensation Committee does not grant equity-based awards in anticipation of the release of material nonpublic information and does not time the disclosure of material nonpublic information for purposes of affecting the value of executive compensation.
Compensation Risk Assessment
Compensation Risk Assessment The Compensation Committee assessed our compensation philosophy and objectives, and forms of compensation and benefits for all employees, including executives, and has concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on our Company. The Compensation Committee believes that the design and objectives of our executive compensation program provide an appropriate balance of incentives for our NEOs, thereby discouraging them from taking inappropriate risks. Among other things, our executive compensation program includes the following design features: •A balanced mix of cash and equity, as well as appropriately balanced fixed (base salary) and variable compensation (cash incentives and equity-based awards) •A mix of short-term and long-term incentives, with long-term incentives currently representing a significantly higher proportion of the total mix •Cash and equity incentives solely based on achieving a mix of financial, strategic, and market-based performance objectives •Cash and equity awards subject to the Company's SEC/Nasdaq compliant Clawback Policy •Caps on annual cash incentive and PSU payouts •Robust stock ownership guidelines, which are intended to align the interests of our executive officers with those of our Stockholders •General adherence with prevalent low-risk pay practices •Strong Say on Pay support over the last three years
Summary Compensation Table
Summary Compensation Table The following table sets forth information with respect to the compensation earned or awarded by the Company to its NEOs for each of the last three or fewer fiscal years in which they were an NEO.
Summary Compensation Table
| Name and Principal Position(1) | Year | Salary ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation($)(3) | All Other Compensation ($)(4) | Total ($) | | Nikhil Lalwani President and Chief Executive Officer | 2025 | 837,409 | 7,848,711 | 1,572,500 | 20,000 | 10,278,620 | | | 2024 | 794,914 | 6,420,231 | 1,606,457 | 37,800 | 8,859,402 | | | 2023 | 764,341 | 5,756,142 | 1,544,670 | 13,200 | 8,078,353 | | Stephen P. Carey Senior Vice President, Finance and Chief Financial Officer | 2025 | 521,031 | 2,130,319 | 582,912 | 17,600 | 3,251,862 | | | 2024 | 509,857 | 1,712,015 | 611,820 | 16,776 | 2,850,468 | | | 2023 | 509,857 | 1,465,142 | 584,289 | 16,800 | 2,576,088 | | Christopher K. Mutz Senior Vice President, Head of Rare Disease | 2025 | 471,625 | 2,130,319 | 477,750 | 317,000 | 3,396,694 | | | 2024 | 447,863 | 1,498,009 | 455,000 | 16,800 | 2,417,672 | | | 2023 | 424,050 | 1,046,532 | 428,480 | 15,389 | 1,914,451 | | Ori Gutwerg Senior Vice President, Generics | 2025 | 479,870 | 1,345,411 | 484,278 | — | 2,309,559 | | | 2024 | 463,062 | 1,176,980 | 467,900 | — | 2,107,942 | | | 2023 | 445,254 | 1,046,532 | 449,904 | — | 1,941,690 | | Meredith W. Cook Senior Vice President, General Counsel and Corporate Secretary | 2025 | 462,052 | 1,457,614 | 382,032 | 16,724 | 2,318,421 | | | 2024 | 408,700 | 1,176,980 | 420,000 | 16,800 | 2,022,480 |
Summary Compensation Table
__________________________ (1)Ms. Cook commenced employment with us on July 18, 2022 and became an NEO in 2024. (2)Amounts in this column reflect the aggregate grant date fair value of restricted stock awards and PSU awards computed in accordance with FASB ASC Topic 718, disregarding the effect of estimated forfeitures, granted during the applicable period, as discussed in Note 15 of our notes to consolidated financial statements contained in our annual report on Form 10-K for the year ended December 31, 2025. The grant date fair value of each restricted stock award is measured based on the closing price of the Company’s common stock on the date of grant. The grant date fair value of each adjusted non-GAAP EBITDA Growth PSU award is measured based on the closing price of the Company's common stock on the date of grant. The TSR PSUs have a grant date fair value of $97.48, as calculated using a Monte Carlo simulation model. For the PSU awards, the grant date fair value is based upon the probable outcome of the performance conditions associated with the awards, which assumes, in the case of the adjusted non-GAAP EBITDA Growth PSUs, that target performance is achieved. The grant date fair value of the 2025 PSU awards, assuming that the highest level of performance conditions will be achieved is as follows: Mr. Lalwani, $3,303,124; Mr. Carey, $896,525; Mr. Mutz, $896,525; Mr. Gutwerg, $566,169; and Ms. Cook,$613,440; the grant date fair value of the 2024 PSU awards, assuming that the highest level of performance conditions will be achieved is as follows: Mr. Lalwani, $2,655,444; Mr. Carey, $708,105; Mr. Mutz, $619,567; Mr. Gutwerg, $486,810; and Ms. Cook, $486,810; and the grant date fair value of the 2023 PSU awards assuming that the highest level of performance conditions will be achieved is as follows: Mr. Lalwani, $2,425,322; Mr. Carey, $617,317; Mr. Mutz, $440,919; and Mr. Gutwerg, $440,919. (3)Amounts in this column represent the earned cash incentive opportunity paid to each NEO in recognition of performance in the applicable fiscal year under the Bonus Plan. See “Compensation Discussion and Analysis —2025 Executive Compensation Program in Detail — Executive Incentive Bonus Plan” above for additional details. (4)Amounts in this column represent (i) 401(k) matching contributions by the Company, (ii) Company reimbursement of term life insurance policy premiums pursuant to the applicable NEO’s employment agreement, and (iii) a relocation payment to Mr. Mutz. In 2025, Mr. Mutz received a relocation payment of $300,000, which includes a payment in respect of relocation expenses of $191,000 and a tax gross-up in the amount of $109,000 on such amount to cover associated expenses. The following table details such amounts for the fiscal years ended December, 31, 2025, 2024, and 2023:
Summary Compensation Table
| Name | Year | 401(k) Contribution ($) | Life Insurance Reimbursement ($) | Relocation and Associated Tax Gross-Up ($) | | Nikhil Lalwani(1) | 2025 | 14,000 | 6,000 | — | | | 2024 | 13,800 | 24,000 | — | | | 2023 | 13,200 | — | — | | Stephen P. Carey | 2025 | 14,000 | 3,600 | — | | | 2024 | 13,800 | 2,976 | — | | | 2023 | 13,200 | 3,600 | — | | Christopher K. Mutz | 2025 | 14,000 | 3,000 | 300,000 | | | 2024 | 13,800 | 3,000 | — | | | 2023 | 13,200 | 2,189 | — | | Ori Gutwerg | 2025 | — | — | — | | | 2024 | — | — | — | | | 2023 | — | — | — | | Meredith W. Cook | 2025 | 14,000 | 2,724 | — | | | 2024 | 13,800 | 3,000 | — |
Summary Compensation Table
(1) Mr. Lalwani was reimbursed in 2024 for term life insurance policy premiums from the years 2021, 2022, 2023, and 2024.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information regarding each grant of an award made to each NEO for the fiscal year ended December 31, 2025.
Grants of Plan-Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target(#) | Maximum (#) | | | | Nikhil Lalwani | | — | 850,000 | 1,700,000 | — | — | — | — | — | | | 2/12/2025(2) | — | — | — | — | — | — | 91,399 | 5,454,692 | | | 2/12/2025(3) | — | — | — | 15,233 | 30,466 | 60,932 | — | 2,394,018 | | Stephen P. | | — | 315,088 | 630,176 | — | — | — | — | — | | Carey | 2/12/2025(2) | — | — | — | — | — | — | 24,808 | 1,480,541 | | | 2/12/2025(3) | — | — | — | 4,134 | 8,269 | 16,538 | — | 649,778 | | Christopher K. | | — | 238,875 | 477,750 | — | — | — | — | — | | Mutz | 2/12/2025(2) | — | — | — | — | — | — | 24,808 | 1,480,541 | | | 2/12/2025(3) | — | — | — | 4,134 | 8,269 | 16,538 | — | 649,778 | | Ori Gutwerg | | — | 242,139 | 484,278 | — | — | — | — | — | | | 2/12/2025(2) | — | — | — | — | — | — | 15,668 | 935,066 | | | 2/12/2025(3) | — | — | — | 2,611 | 5,222 | 10,444 | — | 410,345 | | Meredith W. | | — | 238,770 | 477,540 | — | — | — | — | — | | Cook | 2/12/2025(2) | — | — | — | — | — | — | 16,974 | 1,013,008 | | | 2/12/2025(3) | — | — | — | 2,829 | 5,658 | 11,316 | — | 444,606 |
Grants of Plan-Based Awards
__________________________ (1)Amounts represent the target and maximum annual cash incentive opportunity of each NEO under our Bonus Plan. See “Compensation Discussion and Analysis — 2025 Executive Compensation Program in Detail — Executive Incentive Bonus Plan” above for additional details. (2)The row represents restricted stock awards, which vest in four equal annual installments on the first four anniversaries of the applicable grant date, generally subject to continued employment. For additional detail on the grant date fair value of the restricted stock awards, see footnote 2 to the Summary Compensation Table above. (3)The row represents PSUs, which have a threshold payout of 50% of target and a maximum payout of 200% of target and may be earned based on the achievement of two different performance metrics — 50% of the PSU award is based on adjusted non-GAAP EBITDA Growth performance and the other 50% of the PSU award is based on relative TSR performance. The PSUs will cliff vest on December 31, 2027, the end of the three-year performance period from January 1, 2025 through December 31, 2027, based on the Compensation Committee’s certification of actual results, and are generally subject to continued employment through December 31, 2027. For the PSU awards, the grant date fair value is based upon the probable outcome of the performance conditions associated with the awards. For additional detail on the grant date fair value of the PSU awards, see footnote 2 to the Summary Compensation Table above.
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table The following table sets forth information regarding the exercise of options and the vesting of stock awards on an aggregated basis during the fiscal year ended December 31, 2025 for each NEO:
Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Nikhil Lalwani | — | — | 111,490 | 6,878,841 | | Stephen P. Carey | 50,000 | 1,979,090 | 36,357 | 2,252,126 | | Christopher K. Mutz | — | — | 19,549 | 1,175,732 | | Ori Gutwerg | 300 | 8,561 | 17,735 | 1,068,851 | | Meredith W. Cook | — | — | 11,549 | 725,065 |
Option Exercises and Stock Vested Table
__________________________ (1) Amounts reported in this column are based on the closing price of a share of our common stock on the date the applicable stock options were exercised and represent the difference between such closing price and the exercise price of the stock option, multiplied by the number of shares acquired upon exercise. (2) Amounts reported in this column are based on the closing price of a share of our common stock on the vesting date of the applicable stock awards, multiplied by the number of shares acquired upon vesting.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding each unexercised stock option or unvested stock award held by our NEOs as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Nikhil Lalwani | 9/8/2020 | 138,027 | — | 29.00 | 9/7/2030 | — | — | — | — | | | 3/24/2022 | — | — | — | — | 25,014(1) | 1,974,605 | — | — | | | 4/27/2022 | — | — | — | — | 8,338(1) | 658,202 | — | — | | | 2/28/2023 | — | — | — | — | 47,766(1) | 3,770,648 | — | — | | | 2/14/2024 | — | — | — | — | 60,398(1) | 4,767,818 | — | — | | | 2/14/2024 | — | — | — | — | — | — | 53,686(2) | 4,237,973 | | | 2/12/2025 | — | — | — | — | 91,399(1) | 7,215,037 | — | — | | | 2/12/2025 | — | — | — | — | — | — | 60,932(2) | 4,809,972 | | Stephen P. Carey | 3/31/2017 | 13,250 | — | 49.51 | 3/30/2027 | — | — | — | — | | | 4/6/2018 | 9,600 | — | 57.06 | 4/5/2028 | — | — | — | — | | | 3/28/2019 | 15,064 | — | 66.39 | 3/27/2029 | — | — | — | — | | | 3/24/2022 | — | — | — | — | 8,469(1) | 668,543 | — | — | | | 4/27/2022 | — | — | — | — | 2,823(1) | 222,848 | — | — | | | 2/28/2023 | — | — | — | — | 12,158(1) | 959,753 | — | — | | | 2/14/2024 | — | — | — | — | 16,106(1) | 1,271,408 | — | — | | | 2/14/2024 | — | — | — | — | — | — | 14,316(2) | 1,130,105 | | | 2/12/2025 | — | — | — | — | 24,808(1) | 1,958,344 | — | — | | | 2/12/2025 | — | — | — | — | — | — | 16,538(2) | 1,305,510 | | Christopher K. Mutz | 2/15/2021 | 33,758 | — | 31.49 | 2/14/2031 | — | — | — | — | | | 3/24/2022 | — | — | — | — | 4,857(1) | 383,412 | — | — | | | 4/27/2022 | — | — | — | — | 1,619(1) | 127,804 | — | — | | | 2/28/2023 | — | — | — | — | 8,685(1) | 685,594 | — | — | | | 2/14/2024 | — | — | — | — | 14,093(1) | 1,112,501 | — | — | | | 2/14/2024 | — | — | — | — | — | — | 12,526(2) | 988,802 | | | 2/12/2025 | — | — | — | — | 24,808(1) | 1,958,344 | — | — | | | 2/12/2025 | — | — | — | — | — | — | 16,538(2) | 1,305,510 | | Ori Gutwerg | 2/15/2021 | 13,204 | | 31.49 | 2/14/2031 | — | — | — | — | | | 3/24/2022 | — | — | — | — | 4,857(1) | 383,412 | — | — | | | 4/27/2022 | — | — | — | — | 1,619(1) | 127,804 | — | — | | | 2/28/2023 | — | — | — | — | 8,685(1) | 685,594 | — | — | | | 2/14/2024 | — | — | — | — | 11,073(1) | 874,103 | — | — | | | 2/14/2024 | — | — | — | — | — | — | 9,842(2) | 776,927 | | | 2/12/2025 | — | — | — | — | 15,668(1) | 1,236,832 | — | — | | | 2/12/2025 | — | — | — | — | — | — | 10,444(2) | 824,449 | | Meredith W. Cook | 7/18/2022 | — | — | — | — | 4,820(1) | 380,491 | — | — | | | 2/28/2023 | — | — | — | — | 6,080(1) | 479,955 | — | — | | | 2/14/2024 | — | — | — | — | 11,073(1) | 874,103 | — | — | | | 2/14/2024 | — | — | — | — | — | — | 9,842(2) | 776,927 | | | 2/12/2025 | — | — | — | — | 16,974(1) | 1,339,928 | — | — | | | 2/12/2025 | — | — | — | — | — | — | 11,316(2) | 893,285 |
Outstanding Equity Awards at Fiscal Year-End
(1)Represents an award of restricted stock that vests in four equal annual installments on the first four anniversaries of the applicable grant date, generally subject to continued employment. The market value of the restricted stock award is calculated by multiplying the number of shares by $78.94, the closing market price of the Company’s common stock on December 31, 2025. (2)Represents an award of PSUs, which have a threshold payout of 50% of target and a maximum payout of 200% of target and may be earned based on the achievement of two different performance metrics —50% of the PSU award is based on adjusted non-GAAP EBITDA Growth performance and the other 50% of the PSU award is based on relative TSR performance. The PSUs will cliff vest at the end of the three-year performance period, which runs from January 1 of the year of grant through December 31 of the second year after the grant, based on the Compensation Committee's certification of actual results, and are generally subject to continued employment through December 31 of the second year after the grant. The market value of the PSUs is calculated by multiplying the maximum number of PSUs eligible to vest by $78.94, the closing market price of the Company’s common stock on December 31, 2025. The unearned PSU awards that have not vested in the table above are reported at the maximum number of PSUs eligible to vest.
Pension Benefits and Nonqualified Deferred Compensation
Pension Benefits and Nonqualified Deferred Compensation None of our NEOs participated in or received benefits from a pension plan or from a nonqualified deferred compensation plan during 2025 or in any prior year.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Table
Potential Payments Upon Termination or Change in Control Table The following table summarizes the approximate value of the potential benefits each of our NEOs would receive in connection with a termination of employment on December 31, 2025, including the approximate value of the accelerated vesting of the equity awards that each NEO would receive upon (i) a termination by the Company without good cause or resignation for good reason (a “Qualifying Termination”) not in connection with a change in control, (ii) a Qualifying Termination in connection with or within 24 months following a change in control (the “CIC Period”), and (iii) a termination due to death or disability. For clarity, the table below does not include the value attributable to certain awards that may become vested or partially vested outside of a Qualifying Termination, or for the restricted stock awards, termination due to death or disability. The value of each NEO’s accelerated equity awards is based upon the closing market price per share of our common stock of $78.94 as of December 31, 2025. These benefits are in addition to benefits available generally to salaried employees. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different from those estimated below. Factors that could affect these amounts include the timing during the year of any such event and our valuation at that time. There can be no assurance that a termination or change in control would produce the same or similar results as those described below if any assumption used to prepare this information is not correct in fact.
Potential Payments Upon Termination or Change in Control Table
| Name(6) | Base Salary Continuation(1) ($) | Bonus Payments(2) ($) | Benefits Continuation(3) ($) | Outplacement Services ($) | Equity Awards(4)(5) ($) | Total ($) | | Nikhil Lalwani | | | | | | | | Qualifying Termination | 1,700,000 | 5,100,000 | 45,000 | — | 15,403,773 | 22,248,773 | | Qualifying Termination within CIC Period | 2,550,000 | 6,800,000 | 90,000 | 10,000 | 22,910,282 | 32,360,282 | | Termination due to Death or Disability | — | — | — | — | 10,125,371 | 10,125,371 | | Stephen P. Carey | | | | | | | | Qualifying Termination | 525,146 | 1,260,350 | 30,000 | — | 5,675,181 | 7,490,677 | | Qualifying Termination within CIC Period | 1,050,292 | 1,890,525 | 60,000 | 10,000 | 6,298,701 | 9,309,518 | | Termination due to Death or Disability | — | — | — | — | 2,878,889 | 2,878,889 | | Christopher K. Mutz | | | | | | | | Qualifying Termination | 477,750 | 955,500 | 30,000 | — | 2,261,526 | 3,724,776 | | Qualifying Termination within CIC Period | 955,500 | 1,433,250 | 60,000 | 10,000 | 5,414,810 | 7,873,560 | | Termination due to Death or Disability | — | — | — | — | 2,261,526 | 2,261,526 | | Ori Gutwerg | | | | | | | | Qualifying Termination | 484,277 | 968,554 | 30,000 | — | 1,851,327 | 3,334,158 | | Qualifying Termination within CIC Period | 968,554 | 1,452,831 | 60,000 | 10,000 | 4,110,011 | 6,601,396 | | Termination due to Death or Disability | — | — | — | — | 1,851,327 | 1,851,327 | | Meredith W. Cook | | | | | | | | Qualifying Termination | 477,540 | 955,080 | 30,000 | — | 1,654,635 | 3,117,255 | | Qualifying Termination within CIC Period | 955,080 | 1,432,620 | 60,000 | 10,000 | 3,909,582 | 6,367,282 | | Termination due to Death or Disability | — | — | — | — | 1,654,635 | 1,654,635 |
Potential Payments Upon Termination or Change in Control Table
(1)Assumes base salary amount in effect on December 31, 2025, payable over the severance term for Qualifying Terminations, 2 years (3 years within CIC period) for Mr. Lalwani and 1 year (2 years within CIC period) for all other NEOs. (2)Assumes a full year prorated bonus for 2025, assuming maximum performance at 200% of target level, plus a maximum bonus amount for 2025, at 200% of target level, for each of the years in the applicable severance term for Qualifying Terminations, 2 years (3 years within CIC period) for Mr. Lalwani and 1 year (2 years within CIC period) for all other NEOs. (3)The benefit continuation amount assumes COBRA premium reimbursement at an estimated cost of $2,500 per month, payable over the applicable severance term for the NEO for Qualifying Terminations, 18 months (3 years within CIC period) for Mr. Lalwani and 1 year (2 years within CIC period) for all other NEOs. (4)The value for restricted stock is calculated by multiplying the number of unvested shares that would be subject to accelerated vesting by the price per share of our common stock of $78.94 on December 31, 2025. (5)The value for PSUs for a Qualifying Termination is calculated assuming target level performance, prorated for the performance period, or two thirds of the PSUs granted in 2024 and one third of the PSUs granted in 2025, multiplied by the price per share of our common stock of $78.94 on December 31, 2025. The value for PSUs for a Qualifying Termination within the CIC Period is calculated assuming target level performance, with full acceleration, or 100% of the total PSUs granted multiplied by the price per share of our common stock of $78.94 on December 31, 2025. (6)To the extent the amounts paid to Messrs. Lalwani, Gutwerg, and Mutz and Ms. Cook are subject to Sections 280G and 4999 of the Code, the amounts will be reduced as necessary to provide the respective NEO with the greatest after-tax benefit. To the extent amounts paid to Mr. Carey are subject to Section 280G and 4999 of the Code, he is eligible for a one-time gross-up payment on any applicable excise taxes, assuming the highest applicable tax rate. Based on the assumption set forth above, assuming a change in control occurred on December 31, 2025, Mr. Carey would not be entitled to a gross-up payment as of such date.
CEO Pay Ratio
CEO Pay Ratio Under SEC rules, we are required to disclose the ratio of our CEO’s annual total compensation to the median of the annual total compensation of all our other employees. We determined that the 2025 median of the annual total compensation of all our employees who were employed as of December 31, 2025, other than our CEO, Nikhil Lalwani, was $89,954. Mr. Lalwani’s 2025 annual total compensation was $10,278,620 (as reported in our Summary Compensation Table above). Based on the foregoing, our estimate of the ratio of Mr. Lalwani’s annual total compensation to the median annual total compensation of all our other employees was 114 to 1. We determined our median employee by preparing a ranked list of our total employee population as of December 31, 2025, excluding Mr. Lalwani, consisting of 966 employees located in the United States, India, United Kingdom, Germany, Portugal, Ireland, and Canada. To identify the median compensated employee, we used Box 5 W-2 data, or the equivalent for employees located outside of the United States, for all individuals as of December 31, 2025, annualizing such data for those individuals employed less than the full year of 2025. We then calculated the annual compensation of the median employee using the same methodology used to calculate Mr. Lalwani’s compensation for the Summary Compensation Table. We believe that the pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, our ratio may not be comparable to the ratios disclosed by other companies based on a number of factors, including differences in employee populations, different geographic distributions of employees, and the nature of the companies’ businesses.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive “compensation actually paid” (“CAP”) and certain Company performance measures for the fiscal years listed below. You should refer to our Compensation Discussion & Analysis for a complete description of how executive compensation relates to Company performance measures and how the Compensation Committee makes its decisions related thereto.
Pay Versus Performance Table
Pay Versus Performance Table The following table provides the information required for our principal executive officer (“PEO”) and non-PEO NEOs for each of the fiscal years ended December 31, 2025, December 31, 2024, December 31, 2023, December 31, 2022, and December 31, 2021, along with the financial information required to be disclosed for each fiscal year:
Pay Versus Performance Table
| Year (1)(2) | Summary Compensation Table Total for PEO $ | Compensation Actually Paid to PEO(3) $ | Average Summary Compensation Table Total for non-PEO NEOs $ | Average Compensation Actually Paid to non-PEO NEOs(3) $ | Value of Initial Fixed $100 Investment Based on:(4) | | Net (Loss) Income (in millions)(6) $ | Revenue (in millions)(7) $ | | | | | | | ANIP Total Shareholder Return $ | Peer Group Total Shareholder Return (5) $ | | | | 2025 | 10,278,620 | 21,322,103 | 2,818,836 | 5,146,305 | 271.83 | 71.73 | 78 | 883 | | 2024 | 8,859,402 | 10,815,366 | 2,349,641 | 2,686,867 | 190.36 | 61.93 | (19) | 614 | | 2023 | 8,078,353 | 15,098,347 | 2,082,118 | 3,238,815 | 189.88 | 63.40 | 19 | 487 | | 2022 | 5,112,087 | 4,617,234 | 1,535,136 | 1,413,162 | 138.53 | 65.41 | (48) | 316 | | 2021 | 6,541,060 | 10,473,389 | 1,927,619 | 2,846,757 | 158.68 | 96.61 | (43) | 216 |
Pay Versus Performance Table
__________________________ (1) The PEO in each reporting year is our current Chief Executive Officer, Nikhil Lalwani. (2) Our non-PEO NEOs includes the following executives by year: 2025: Stephen P. Carey, Christopher K. Mutz, Ori Gutwerg, Meredith W. Cook 2024: Stephen P. Carey, Christopher K. Mutz, Ori Gutwerg, Meredith W. Cook 2023: Stephen P. Carey, Chad Gassert, Ori Gutwerg, Christopher K. Mutz 2022: Stephen P. Carey, James G. Marken, Ori Gutwerg, Christopher K. Mutz 2021: Stephen P. Carey, James G. Marken, Ori Gutwerg, Christopher K. Mutz (3) Subtractions from, and additions to, total compensation in the Summary Compensation Table (“SCT”) by year to calculate CAP, in accordance with Item 402(v) of Regulation S-K, include:
Pay Versus Performance Table
| | 2025 | 2024 | 2023 | 2022 | 2021 | | | PEO ($) | PEO ($) | PEO ($) | PEO ($) | PEO ($) | | Total Compensation from SCT | 10,278,620 | 8,859,402 | 8,078,353 | 5,112,087 | 6,541,060 | | Adjustments for Equity Awards: | | | | | | | Subtraction: Value of Stock and Option Awards reported in SCT | (7,848,711) | (6,420,231) | (5,756,142) | (3,806,102) | (4,369,205) | | Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | 11,769,119 | 6,996,480 | 8,659,248 | 5,366,964 | 6,289,690 | | Addition: Fair value at vest of awards granted and vested during the covered fiscal year | — | — | — | — | — | | Addition (Subtraction): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year end | 6,407,401 | 37,775 | 3,087,525 | (1,067,419) | 2,092,579 | | Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied at the end of or during the covered fiscal year | 715,674 | 1,341,940 | 1,029,363 | (988,296) | (80,735) | | (Subtraction): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year | — | — | — | — | — | | Compensation Actually Paid (as calculated) | 21,322,103 | 10,815,366 | 15,098,347 | 4,617,234 | 10,473,389 |
Pay Versus Performance Table
| | 2025 | 2024 | 2023 | 2022 | 2021 | | | Average of Other non-PEO NEOs ($) | Average of Other non-PEO NEOs ($) | Average of Other non-PEO NEOs ($) | Average of Other non-PEO NEOs ($) | Average of Other non-PEO NEOs ($) | | Total Compensation from SCT | 2,818,836 | 2,349,641 | 2,082,118 | 1,535,136 | 1,927,619 | | Adjustments for Equity Awards: | | | | | | | Subtraction: Value of Stock and Option Awards reported in SCT | (1,765,916) | (1,390,996) | (1,151,185) | (881,234) | (1,147,142) | | Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | 2,647,978 | 1,515,845 | 1,731,772 | 1,242,624 | 1,739,550 | | Addition: Fair value at vest of awards granted and vested during the covered fiscal year | — | — | — | — | — | | Addition (Subtraction): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year end | 1,305,771 | (10,830) | 545,054 | (232,291) | 295,425 | | Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied at the end of or during the covered fiscal year | 139,636 | 223,207 | 31,056 | (251,073) | 31,305 | | Compensation Actually Paid (as calculated) | 5,146,305 | 2,686,867 | 3,238,815 | 1,413,162 | 2,846,757 |
Pay Versus Performance Table
All equity valuations for each covered fiscal year are calculated in accordance with the provisions of ASC Topic 718. See Note 15 to our audited consolidated financial statements appearing in our 2025 Annual Report on Form 10-K for assumptions underlying the valuations of equity awards. (4) The amounts reported in these columns represent the cumulative TSR on an investment of $100 on December 31, 2020 through the last trading day for the applicable fiscal year in the table. (5) The Peer Group is the S&P 600 Pharmaceuticals, Biotechnology and Life Sciences Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2025. (6) The amounts reported in this column represent the amount of net income (loss) reflected in our audited financial statements for the applicable year. (7) The amounts reported in this column represent revenue, our Company-Selected Measure, which we believe represents the most important financial performance measure used to link CAP to our PEO and non-PEO NEOs in 2025 to our performance. The amounts represent the amount of revenue reflected in our audited financial statements for the applicable year.
Pay Versus Performance: Graphical Description
Pay Versus Performance: Graphical Description The illustrations below provide a graphical description of the relationship between CAP (as calculated in accordance with the SEC rules) to our PEO and non-PEO NEOs and the following measures: •the Company’s cumulative TSR and the Peer Group’s cumulative TSR; •the Company’s Net Income (Loss); and •the Company's Revenue. •In addition, the illustrations below provide a comparison of the Company’s cumulative TSR and the Peer Group’s cumulative TSR. CAP and Cumulative TSR / Cumulative TSR of the Peer Group
Pay Versus Performance: Graphical Description
| | 2021 | 2022 | 2023 | 2024 | 2025 | | PEO CAP | $10,473 | $4,617 | $15,098 | $10,815 | $21,322 | | Average non-PEO NEO CAP | $2,847 | $1,413 | $3,239 | $2,687 | $5,146 | | ANIP value of $100 Invested at Beginning of Period | $158.68 | $138.53 | $189.88 | $190.36 | $271.83 | | Peer Group value of $100 Invested at Beginning of Period | $96.61 | $65.41 | $63.40 | $61.93 | $71.73 |
Pay Versus Performance: Graphical Description
CAP and Company Net Income (Loss)
Pay Versus Performance: Graphical Description
| | 2021 | 2022 | 2023 | 2024 | 2025 | | PEO CAP | $10,473 | $4,617 | $15,098 | $10,815 | $21,322 | | Average non-PEO NEO CAP | $2,847 | $1,413 | $3,239 | $2,687 | $5,146 | | Net Income (Loss) ($Mil.) | $(43) | $(48) | $19 | $(19) | $78 |
Pay Versus Performance: Graphical Description
CAP and Company Revenue
Pay Versus Performance: Graphical Description
| | 2021 | 2022 | 2023 | 2024 | 2025 | | PEO CAP | $10,473 | $4,617 | $15,098 | $10,815 | $21,322 | | Average non-PEO NEO CAP | $2,847 | $1,413 | $3,239 | $2,687 | $5,146 | | Revenue ($Mil.) | $216 | $316 | $487 | $614 | $883 |