DEF 14A of Amneal Pharmaceuticals, Inc., Mar 25, 2025

DEF 14A of Amneal Pharmaceuticals, Inc.

Filed Mar 25, 2025 · FY20240001308179-25-000220

Open on EDGAR

  1. Committees of the Board of Directors

    Committees of the Board of Directors The Board of Directors has four standing committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and a Conflicts Committee. The following table sets forth the current members of each committee and the number of meetings held during fiscal 2024 for each of the Board’s committees, as well as each director’s status as either independent or not independent and either an Amneal Group Director or Non-Amneal Group Director.*

  2. Committees of the Board of Directors

    | | Independent | Amneal Group Director | Non-Amneal Group Director | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Conflicts Committee | | Emily Peterson Alva | | | | | | | | | Deb Autor | | | | | | | | | J. Kevin Buchi | | | | | | | Chair | | Jeff George | | | | | | | | | John Kiely | | | | Chair | | | | | Paul Meister | | | | | | Chair | | | Ted Nark | | | | | Chair | | | | Chintu Patel | | | | | | | | | Chirag Patel | | | | | | | | | Gautam Patel | | | | | | | | | Shlomo Yanai | | | | | | | | | # of Meetings in 2024 | | | | 4 | 6 | 4 | 10 |

  3. Committees of the Board of Directors

    | * Mr. Yanai Served on the Conflicts Committee for all of fiscal 2024. During the first quarter of 2025, Mr. Yanai moved from the Conflicts Committee to the Audit Committee, with Mr. Meister joining the Conflicts Committee. |

  4. Director Compensation

    Director Compensation Each of our non-employee directors receives an annual fee payable in cash. In addition, so that our non-employee directors have an ownership interest aligned with our stockholders, each non-employee director also receives an annual grant of restricted stock units. Board members also receive an initial equity grant when they join the Board. Members of our Board committees receive an additional annual fee for each committee on which they serve. In addition to the annual grant of restricted stock units that all non-employee directors are eligible to receive, our Chairman receives an additional annual award of restricted stock units with a grant date fair value of $100,000 in connection with his increased duties. From time to time, the Compensation Committee reviews the compensation of our non-employee directors with our independent compensation consultant and makes recommendations to the Board with respect to any changes; our non-employee director compensation program was last reviewed in May 2024. In connection with this review, and as recommended by the independent compensation consultant based on market practices, no changes were made to the non-employee director compensation program during 2024 other than the return to using the closing stock price on the date of grant for restricted stock units awarded to our non-employee directors in 2024 instead of using the 2022 12-month average stock price for settling the grant price for the 2023 equity awards.

  5. Director Compensation

    | www.amneal.com | AMNEAL PHARMACEUTICALS, INC. | 2025 Proxy Statement | 18 |

  6. Director Compensation

    Our director compensation program is summarized in the table below.

  7. Director Compensation

    | Annual Cash Retainer | $75,000 | | Annual Equity Grant | | | Restricted stock units (target value) | $250,000/$350,000 for Chairman | | Vesting Schedule | 1 year cliff vesting | | Additional Cash Fees for Committee Service | | | Audit Committee (Chair/Member) | $25,000/$15,000 | | Compensation Committee (Chair/Member) | $20,000/$10,000 | | Nominating and Corporate Governance Committee (Chair/Member) | $15,000/$7,500 | | Conflicts Committee (Chair/Member) | $25,000/$15,000 |

  8. Director Compensation

    In addition to the annual retainers described above, for each duly convened meeting of a committee that a member of such committee attends in excess of six duly convened meetings per calendar year, such member shall be entitled to receive an additional Per Meeting Stipend equal to 1/6th of such member’s annual cash stipend for service on that committee. During fiscal 2024, our non-employee directors received the following compensation:

  9. Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards(10) | Total | | Emily Peterson Alva(1) | $86,909 | $250,002 | $336,911 | | Deborah Autor(2) | $115,000 | $250,002 | $365,002 | | J. Kevin Buchi(3) | $139,167 | $250,002 | $389,169 | | Jeff George(4) | $125,000 | $250,002 | $375,002 | | John Kiely(5) | $130,000 | $250,002 | $380,002 | | Paul Meister(6) | $100,000 | $350,002 | $450,002 | | Ted Nark(7) | $102,500 | $250,002 | $352,502 | | Gautam Patel(8) | $75,000 | $250,002 | $325,002 | | Shlomo Yanai(9) | $110,000 | $250,002 | $360,002 |

  10. Director Compensation

    | (1) As of December 31, 2024, Ms. Alva had 40,258 RSUs outstanding and 53,021 options outstanding. | | (2) As of December 31, 2024, Ms. Autor had 40,258 RSUs outstanding. | | (3) As of December 31, 2024, Mr. Buchi had 40,258 RSUs outstanding and 81,397 options outstanding. | | (4) As of December 31, 2024, Mr. George had 40,258 RSUs outstanding and 28,506 options outstanding. | | (5) As of December 31, 2024, Mr. Kiely had 40,258 RSUs outstanding. | | (6) As of December 31, 2024, Mr. Meister had 56,361 RSUs outstanding and 115,156 options outstanding. | | (7) As of December 31, 2024, Mr. Nark had 40,258 RSUs outstanding and 53,021 options outstanding. | | (8) As of December 31, 2024, Mr. Patel had 40,258 RSUs outstanding and 53,021 options outstanding. | | (9) As of December 31, 2024, Mr. Yanai had 40,258 RSUs outstanding and 28,506 options outstanding. | | (10) The dollar amounts represent the value of RSUs granted in 2024 based on the closing market price on Nasdaq of our common stock on the grant date. |

  11. Director Compensation

    Employee directors do not receive any separate compensation for their Board activities. Prior to their appointment in August 2019 as Co-Chief Executive Officers, Chintu Patel and Chirag Patel received compensation for their service as non-employee directors in accordance with the program described above. Following these appointments, they no longer receive compensation for service as directors. See “Compensation Discussion and Analysis” beginning on page 31 for information about their compensation as Co-Chief Executive Officers.

  12. Proposal 1 Election of Directors

    Proposal 1 Election of Directors Our Company’s Bylaws provide for the annual election of directors. Upon the recommendation of our Nominating and Corporate Governance Committee, our Board has nominated for election each of our current directors. At the annual meeting, the 11 nominees for director are to be elected to hold office until the next annual meeting of stockholders and until their successors have been elected and qualified. Each of the nominees has consented to serve as a director if elected. If any of the nominees shall become unable or unwilling to stand for election as a director (an event not now anticipated by the Board), proxies will be voted for such substitute as designated by the Board, or, alternatively, the Board may reduce the number of directors on the Board, subject to the provisions of the Stockholders Agreement.

  13. Director Nominees

    Director Nominees For each of the 11 director nominees standing for election, the following sets forth certain biographical information, including a description of their business experience during at least the past five years and the specific experience, qualifications, attributes or skills that qualify them to serve as directors of the Company and/or members of the Board committees on which they serve. All eleven nominees were previously elected by stockholders at the 2024 annual meeting.

  14. Director Nominees

    | www.amneal.com | AMNEAL PHARMACEUTICALS, INC. | 2025 Proxy Statement | 20 |

  15. Director Nominees

    | PAUL MEISTER Age 72 Chairman | CHINTU PATEL Age 53 Co-Chief Executive Officer | | Paul Meister is a partner in Novalis LifeSciences, a life science-focused venture firm, and is also co-founder and Chief Executive Officer of Liberty Lane Partners, LLC, a private investment company with investment holdings in healthcare, technology and distribution-related industries. From 2014 to 2018, he was President of MacAndrews & Forbes Incorporated, a private company that owns or controls a diverse set of businesses. During 2018, he also served, on an interim basis, as Executive Vice Chairman of Revlon, Inc. a leading beauty products company. He served as Chairman and Chief Executive Officer of inVentiv Health (now Syneos Health), a leading provider of commercial, consulting and clinical research services to the pharmaceutical and biotech industries, from 2010 to 2014. He was Chairman of Thermo Fisher Scientific, Inc., a scientific instruments equipment and supplies company, from November 2006 to April 2007. He was previously an Executive Officer of Fisher Scientific International, Inc., a predecessor of Thermo Fisher Scientific from 1991 to 2006. Mr. Meister has a bachelor’s degree from the University of Michigan and a master’s of business administration degree from Northwestern University. Mr. Meister’s extensive public company experience, as both an executive and a board member, provides the Board with significant expertise in management, strategy, finance and capital markets, operations and mergers and acquisitions. Other Public Company Directorships include Aptiv PLC (since 2019); Oaktree Acquisition Corp. I (2019 – 2021), Oaktree Acquisition Corp. II (2020 – 2022), Quanterix Corporation (since 2013), and Scientific Games Corporation (2012 – 2020). Skills and Qualifications: • CEO, General Management, Commercial • Corporate Development, Business Development, M&A • R&D, Scientific • Investment, Venture Capital • International | Chintu Patel has served as Co-Chief Executive Officer and a director of the Company since August 2019. Mr. Patel served as a Co-Chairman of the Board from May 2018 to August 2019, and previously served as Co-Chairman and Co-Chief Executive Officer of Amneal from 2002 until the Combination. With his brother, Chirag Patel, Mr. Patel also co-founded and invested in several independent biopharmaceutical companies including Asana Biosciences, Kashiv BioSciences and Prolong Pharmaceuticals, each of which specializes in innovative science and drug delivery technologies and Mr. Patel serves on the board of each of these companies. Before founding Amneal, Mr. Patel was a pharmacist and senior-level manager with Eckerd Pharmacy from 1994 to 2002, where he won numerous awards. Mr. Patel has been a featured speaker at the Hauppauge Industrial Association in New York and serves on the boards of the Long Island Association and Long Island University, and is a recipient of the 2011 Ernst & Young National Entrepreneur of the Year Life Sciences Award®. Mr. Patel and his wife, Falguni Patel, run the Irada International Foundation, which focuses on health, education, and community outreach projects in India and the United States. Mr. Patel holds a bachelor’s degree in Pharmacy from Rutgers College of Pharmacy and also holds an honorary doctorate degree from Long Island University. Skills and Qualifications: • CEO, General Management, Commercial • Manufacturing • R&D, Scientific • Regulatory |

  16. Director Nominees

    | AMNEAL PHARMACEUTICALS, INC. | 2025 Proxy Statement | 21 |

  17. Director Nominees

    | CHIRAG PATEL Age 58 Co-Chief Executive Officer and President | EMILY PETERSON ALVA Age 50 | | Chirag Patel has served as Co-Chief Executive Officer, President and a director of the Company since August 2019. Mr. Patel served as a Co-Chairman of the Board from May 2018 to August 2019, and previously was Co-Founder of Amneal and served as Co-Chairman and Co-Chief Executive Officer of Amneal from 2005 to October 2017. With his brother, Chintu Patel, Mr. Patel has also invested in several independent biopharmaceutical companies including Asana Biosciences, Kashiv Biosciences and Prolong Pharmaceuticals, each of which specializes in innovative science and drug delivery technologies and Mr. Patel serves on the board of each of these companies. Earlier in his career, Mr. Patel co-founded technology companies NextGen Technologies and Veriprise Wireless. Mr. Patel also serves as a Managing Trustee for the Liberty Science Center of New Jersey, and a Trustee for the Foundation for Morristown Medical Center. He is also a recipient of the 2011 Ernst & Young National Entrepreneur of the Year Life Sciences Award®. Mr. Patel supports various philanthropic causes and, together with his wife, Priti Patel, established the Niswarth International Foundation in 2013. The Foundation aims to bring fresh water, sanitation, nutrition and education to underprivileged children. Mr. Patel received his bachelor’s degrees in Commerce from H.A. College of Commerce, India, and in Business Administration from New Jersey City University. He also holds an honorary Doctorate of Humane Letters from New Jersey City University in recognition of his efforts to serve others. Skills and Qualifications: • CEO, General Management, Commercial • Corporate Development, Business Development, M&A • Investment, Venture Capital • International • Regulatory | Emily Peterson Alva is an experienced corporate board member and an accomplished finance and strategy executive. Ms. Alva has distinguished herself as a financial, strategic, and business advisor to boards and leadership teams across industries. Over more than twenty-five years, Ms. Alva has advised some of the world’s largest public and private companies facing complex strategic decisions and led the resulting wide range of complex M&A and financing transactions that followed. Ms. Alva served as an investment banker at Lazard, a global leader in financial advisory and Mergers & Acquisitions, where she worked from 1997 to 2013, most recently as a Partner. Most recently, Ms. Alva was a strategic advisor to the CEO and the Board of Constellis, a global defense contractor, a role she held from 2021 to 2024. Ms. Alva is also currently on the boards of Alkermes plc, a public pharmaceutical company, and was previously on the private company boards of Robotic Research (now Forterra), a private autonomous mobility company serving defense and commercial markets, and Atlanta Life Insurance Company while preparing the company for a strategic sale. Ms. Alva is also on the nonprofit board of the Mission Society of New York City, a foundational charity in New York history. Ms. Alva received a B.A. in Economics from Barnard College, Columbia University. Skills and Qualifications: • M&A, Complex Transactions and Corporate Development • Capital Structure, Corporate Finance and Capital Allocation • Strategy and Corporate Governance |

  18. Director Nominees

    | www.amneal.com | AMNEAL PHARMACEUTICALS, INC. | 2025 Proxy Statement | 22 |

  19. Director Nominees

    | DEB AUTOR Age 58 | J. KEVIN BUCHI Age 69 | | Deb Autor is CEO of Healthcare Innovation Catalysts, a provider of regulatory affairs, clinical advisory, quality, compliance, federal partnership, and strategic advisory services to global life sciences organizations; and Chair of the Board of the FDA Alumni Association. Ms. Autor has also served as a Scientific Advisory Council Member of the Centre for Innovation in Regulatory Science and as a Board Member of the Antimicrobial Resistance Industry Alliance, the United States Pharmacopoeia Quality Institute, and the Parenteral Drug Association. From 2019-2021, Ms. Autor was Global Head of Regulatory Excellence at AstraZeneca, where she led multiple regulatory functions for all AstraZeneca products globally. Before joining AstraZeneca, Ms. Autor served at Mylan N.V. from 2013-2019, where she was Head of Strategic Global Quality and Regulatory Policy and Head of Global Quality. Ms. Autor was a senior leader at FDA from 2001-2013, most recently as Deputy Commissioner for Global Regulatory Operations and Policy where she oversaw all FDA inspections, criminal investigations and international operations for human and veterinary drugs, biologics, medical devices, tobacco and food. Before that, Ms. Autor served as Director of the Office of Compliance of the Center for Drug Evaluation and Research, leading enforcement and policy making for compliance with all drug requirements, including drug approval; current good manufacturing practices (GMP); human subject protection and bioresearch monitoring (GCP); import and export; and recalls. Before joining FDA, Ms. Autor was a Trial Attorney in the Office of Consumer Litigation of the U.S. Department of Justice, where she litigated civil and criminal cases on behalf of FDA. Skills and Qualifications: • General Management • Biosciences, Pharmaceuticals • Regulatory • Compliance • Legal | J. Kevin Buchi has served on our Board of Directors since the Combination. He previously served as the CEO and a member of the board of directors of Biospecifics Technologies Corp., a biopharmaceutical company from October 2019 until April 2020. He previously served as Impax’s Interim President and CEO from December 2016 until March 2017, and as a member of its board of directors from 2016 until completion of the Combination. From August 2013 to December 2016, Mr. Buchi served as President and CEO and a member of the board of directors of TetraLogic Pharmaceuticals Corporation, a biopharmaceutical company, whose assets were subsequently acquired by Medivir AB in December 2016. Prior to TetraLogic Pharmaceuticals, Mr. Buchi served as Corporate Vice President, Global Branded Products of Teva Pharmaceutical Industries Ltd., from October 2011 to May 2012. Prior to Teva, Mr. Buchi served as CEO of Cephalon, Inc., which was subsequently acquired by Teva, from December 2010 to October 2011, and held various positions at Cephalon, including Chief Operating Officer from January 2010 to December 2010 and Chief Financial Officer from 1996 to 2009. Since April 2013, Mr. Buchi has served as a director and member of the remuneration and nominating committee, and audit committee of the board of Benitec Biopharma Ltd., a biotechnology company. From November 2021 until August 2024, he served as a director of Ampio Pharmaceuticals. From August 2018 until December 2021, Mr. Buchi served as a director and chairman of the board of Dicerna Pharmaceuticals. Mr. Buchi previously served as a director of Ziopharm Oncology from September 2020 until March 2021. Mr. Buchi received his BA degree from Cornell University and a Masters of Management degree from the J.L. Kellogg Graduate School of Management at Northwestern University. Mr. Buchi’s extensive experience as a senior executive and board member in the pharmaceutical industry provides the Board with unique insights into our business. Skills and Qualifications: • CEO, General Management, Commercial • Corporate Development, Business Development, M&A • Finance and Accounting • International |

  20. Director Nominees

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  21. Director Nominees

    | JEFF GEORGE Age 51 | JOHN KIELY Age 66 | | Jeff George has over 25 years of global healthcare and corporate leadership experience across North America, Europe, and emerging markets. He is currently the Managing Partner of Maytal Capital, a healthcare-focused private equity investment and advisory firm he founded in 2017. Between 2008 and 2016, he served on the Executive Committee of Novartis Group AG, one of the largest global pharmaceutical companies, first as Division Head and CEO of Sandoz, Novartis’ $10 billion generic pharmaceuticals and biosimilars subsidiary, which is now publicly listed, and then as Division Head and CEO of Alcon, Novartis’ then $10 billion branded eye care subsidiary, which was spun out of Novartis in 2019 as an independent company. In both roles, he was responsible for leading over 25,000 associates globally across more than 160 countries. Mr. George previously headed Emerging Markets for the Middle East, Africa, Southeast Asia and CIS at Novartis Pharmaceuticals and served as Vice President and Head of Western and Eastern Europe for Novartis Vaccines. Prior to this, he held leadership roles at Gap Inc. and McKinsey & Co. Mr. George currently serves as Chairman of the Board of Directors at LENZ Therapeutics, an ophthalmic biotech company. He also serves on the Board of Directors of 908 Devices, a pioneer in life science diagnostics, and Dorian Therapeutics, a Silicon Valley-based cellular senescence biotech spun out of Stanford University, as well as on several non-profit boards. He previously served as Chairman of the board of Lykos Therapeutics, a late clinical stage focused CNS biopharma company, from 2022 to 2025. He holds an MBA from Harvard Business School, an M.A. from Johns Hopkins University’s School of Advanced International Studies (SAIS), and a B.A. from Carleton College. Skills and Qualifications: • CEO, General Management, Commercial • Corporate Development, Business Development, M&A • Investment, Private Equity • International | John Kiely has served on our Board of Directors since December 2019. Mr. Kiely has more than 35 years of financial leadership and advisory experience serving public companies, including multinational corporations. From July 1991 until July 2019, when he retired, he served as a Senior Assurance Partner at PricewaterhouseCoopers, a multinational professional services firm, where he focused on the pharmaceutical, manufacturing, chemical, medical device and private equity sectors. He held various roles of increasing responsibility at PricewaterhouseCoopers, including as Private Equity Assurance Leader, U.S. Pharmaceutical Leader and Global Pharmaceutical Assurance Leader. Mr. Kiely served on the board of directors of Zovio, Inc., an education technology services company from July 2019 until its dissolution in September 2022. In addition, Mr. Kiely has served on the board of directors of Covis Pharmaceutical, Inc. since April 2020 and Structure Tone Building Group, a private company general contractor, since 2024. Mr. Kiely holds a B.S. degree from Saint Francis University. Skills and Qualifications: • General Management, Commercial • Finance and Accounting • M&A • International |

  22. Director Nominees

    | www.amneal.com | AMNEAL PHARMACEUTICALS, INC. | 2025 Proxy Statement | 24 |

  23. Director Nominees

    | TED NARK Age 66 | GAUTAM PATEL Age 52 | | Ted Nark has served on our Board of Directors since the Combination. Mr. Nark serves as Chairman of West Edge Partners, a lower middle market private equity firm based out of Los Angeles. Mr. Nark has served as a Managing Director of KRG Capital Partners, a Denver-based $2 billion private equity fund, since 2007. In that role, he has led the identification, negotiation and due diligence of new acquisitions and has worked with portfolio companies and maintained relationships with limited partners. While at KRG, Mr. Nark has led the acquisition and successful monetization of companies, including Convergint Technologies, Diversified Food Services and Petrochoice. From 2006 to 2007, Mr. Nark was Partner at Leonard Green & Partners and, from 2002 to 2006, served as CEO and Chairman of the Board of White Cap Construction Supply, a Leonard Green-owned distributor of construction hardware, tools and materials to professional contractors in the United States. Previously, Mr. Nark served as CEO of Corporate Express Australia and Group President at Corporate Express, Inc. Mr. Nark is currently a board member of several private companies such as Convergint Technologies, Resource Label Group, and Coastal Farm and Ranch Supply. Mr. Nark has previously served on the boards of Corporate Express Australia, Fort Dearborn, White Cap Construction Supply, FTD, Leslies Pools, Gaiam, Real Goods Solar, Western Windows, SavAtree, Trafficware, the Maroon Group, and Claim Jumper. Mr. Nark received a B.S. degree from Washington State University. Mr. Nark’s strong background in finance and corporate development combined with his service in executive leadership roles within complex corporate organizations contribute strategic and management insight to our Board. Skills and Qualifications: • CEO, General Management, Commercial • Corporate Development, Business Development, M&A • Investment, Venture Capital • International | Gautam Patel has served on our Board of Directors since the Combination. Mr. Patel has been a Managing Director of Tarsadia Investments, a private investment firm based in Newport Beach, California, since 2012. In that role, he has led a team of investment professionals to identify, evaluate and execute principal control over equity investments across sectors including life sciences, financial services and technology. Prior to joining Tarsadia, Mr. Patel served as a Managing Director at Lazard from 2008 to 2012, where he led financial and strategic advisory efforts in sectors including transportation and logistics, private equity, and healthcare. Prior to that, Mr. Patel served in a variety of advisory roles at Lazard from 1999 to 2008, including multiple restructuring, bankruptcy and corporate reorganization assignments in 2001 and 2008. From 1994 to 1997, Mr. Patel was an Analyst at Donaldson, Lufkin & Jenrette, where he worked on M&A as well as high-yield and equity financings. Mr. Patel is currently a Board Member of Spectrum Brands and several private companies such as Kashiv Biosciences, Asana Biosciences and Prolong Pharmaceuticals. Mr. Patel also serves on the board of Casita Maria Center for Arts & Education, a New York-based non-profit organization that aims to empower children through arts-based education. Mr. Patel received a Bachelor of Arts degree from Claremont McKenna College, a Bachelor of Science degree from Harvey Mudd College, an MSc from the London School of Economics and an M.B.A. from the University of Chicago. Mr. Patel brings an extensive knowledge of the Company’s business and operations combined with deep experience in finance, corporate development and healthcare investing to the Board. Skills and Qualifications: • Corporate Development, Business Development, M&A • Finance and Accounting • Investment, Venture Capital |

  24. Director Nominees

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  25. Director Nominees

    | SHLOMO YANAI Age 72 | | Shlomo Yanai has served on our Board of Directors since December 2019. Mr. Yanai has more than 17 years of corporate leadership experience, primarily in the pharmaceutical industry. Mr. Yanai served as President and Chief Executive Officer at Teva Pharmaceutical Industries Ltd. from 2007 to 2012. Prior to that, Mr. Yanai was the CEO of Adama Industries from 2002 to 2006. Mr. Yanai currently serves as the Chairman of the Board of Lumenis Ltd., a Board member at Philip Morris, and a senior advisor to Moelis & Company. Mr. Yanai previously served as Vice Chairman of the Rothschild Caesarea Foundation, Chairman of the Board of Cambrex Corporation and director of Protalix Biotherapeutics, PDL BioPharma Inc., Perrigo Company, Sagent Pharmaceuticals, Elisra, Bank Leumi Lelsreal, and I.T.L. Optronics Ltd. and a Board member of W. R. Grace from 2018-2021. Mr. Yanai also held various leadership positions in the Israel Defense Forces. Mr. Yanai is a graduate of Harvard Business School’s AMP program. He holds a Master of Public Administration degree from George Washington University and a B.A. degree from Tel Aviv University and is also a graduate of the U.S. National Defense University – War College. Skills and Qualifications: • CEO, General Management, Commercial • Investment, Venture Capital |

  26. Director Nominees

    | www.amneal.com | AMNEAL PHARMACEUTICALS, INC. | 2025 Proxy Statement | 26 |

  27. Director Nominees

    Our Bylaws provide for a majority vote standard in uncontested elections of directors. Therefore, to be elected at our 2025 annual meeting, which is an uncontested election, each nominee for director must receive the affirmative vote of the majority of the votes cast with respect to such nominee by the holders of the shares of common stock voting in person, by remote communication or by proxy at the annual meeting. A majority of the votes cast means that the number of votes cast “for” a nominee must exceed the number of votes cast “against” that nominee.

  28. Role of Our Compensation Consultant

    Role of Our Compensation Consultant The Compensation Committee engages an independent compensation consultant who acts as a strategic advisor to the Compensation Committee, providing objective analysis and expertise on matters related to executive compensation programs and governance. Since 2022, the Compensation Committee has engaged Meridian as the committee’s independent compensation consultant. Each year the Compensation Committee reviews and evaluates the independence of its compensation consultant and considers several factors in determining their independence. For 2024, the Compensation Committee evaluated the following factors in determining Meridian’s independence:

  29. Role of Our Compensation Consultant

    | • | Meridian’s services are limited to their scope of work as the Compensation Committee’s independent compensation consultant. | | • | The fees paid to Meridian represented less than 1% of Meridian’s total annual revenue. | | • | Meridian maintains policies and procedures which are designed to prevent conflicts of interest including a Code of Business Conduct and Ethics Policy as well as an Insider Trading and Stock Ownership Policy. | | • | There were no business or personal relationships between Meridian’s individual compensation advisor with any Compensation Committee member nor any executive officer of the Company. |

  30. Role of Our Compensation Consultant

    Further, in assessing Meridian’s independence from management in providing executive compensation services to the Compensation Committee, the Compensation Committee considered that Meridian is only engaged by, takes direction from, and reports to, the Compensation Committee and only the Compensation Committee has the right to terminate or replace Meridian as its compensation consultant. For 2024, the Compensation Committee evaluated whether any work provided by Meridian raised any conflict of interest and, based on the foregoing, determined that it did not.

  31. Peer Group Companies and Survey Data

    Peer Group Companies and Survey Data Our Compensation Committee finds comparative data from our peer group to be helpful in setting and adjusting executive compensation, but it does not target our programs or any particular element of compensation to be at or within a particular percentile or range compared to our peers. Our Compensation Committee uses the peer group data along with industry-relevant compensation survey sources to ensure that our executive compensation program and its constituent elements are and remain competitive in relation to our industry peers, and applies judgment and discretion in establishing targeted compensation levels taking into account not only competitive market data but also the experience of the executive, scope of responsibility, critical skill sets and expertise. The Compensation Committee reviews the composition of our peer group annually to ensure that the companies constituting the peer group continue to provide meaningful and relevant compensation comparisons, including representation from appropriate industries, financial metric comparisons (such as revenue, EBITDA, market capitalization and financial growth), number of employees and location. With respect to the composition of the peer group used to evaluate 2024 executive compensation, the Compensation Committee also sought representation from companies with generic, specialty and biosimilar products as our own mix of products across these categories continues to evolve. In consideration of these factors, as well as the financial restructuring efforts undertaken by certain of the companies included in our 2023 compensation peer group, along with the recommendation of its independent compensation consultant, in August 2023, the Compensation Committee removed Endo International, Lannett Company, and Mallinckrodt plc from our peer group, which was used for purposes of evaluating 2024 compensation decisions.

  32. Peer Group Companies and Survey Data

    | www.amneal.com | AMNEAL PHARMACEUTICALS, INC. | 2025 Proxy Statement | 34 |

  33. Peer Group Companies and Survey Data

    Our 2024 peer group consisted of the following publicly traded companies:

  34. Peer Group Companies and Survey Data

    | • | Alkermes plc | • | Organon & Co. | | • | Amphastar Pharmaceuticals, Inc. | • | Pacira BioSciences, Inc. | | • | ANI Pharmaceuticals, Inc. | • | Perrigo Company plc | | • | Coherus BioSciences, Inc. | • | Prestige Consumer Healthcare Inc. | | • | Eagle Pharmaceuticals, Inc. | • | Supernus Pharmaceuticals, Inc. | | • | Emergent BioSolutions Inc. | • | Teva Pharmaceutical Industries Limited | | • | Horizon Therapeutics Public Limited Company | • | United Therapeutics Corporation | | • | Jazz Pharmaceuticals plc | • | Viatris Inc. | | • | Neurocrine Biosciences, Inc. | | |

  35. Peer Group Companies and Survey Data

    At the time of the Compensation Committee’s August 2023 peer group review, Amneal approximated the 65th, 15th and 40th percentiles for revenue, market capitalization and enterprise value, respectively, relative to the 2024 compensation peer group.

  36. Annual and Long-Term Incentive Awards

    Annual and Long-Term Incentive Awards In order to align the interests of our stockholders with our compensation plans, we tie significant portions of our named executive officers’ compensation to our annual and long-term financial, operating and stock price performance through annual cash and long-term equity incentives. The Compensation Committee’s philosophy is that named executive officers should expect the level of their compensation to vary with performance, with compensation increasing when performance exceeds our internal targets and budgets and compensation decreasing when performance falls below these expectations.

  37. Annual and Long-Term Incentive Awards

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  38. Annual Performance-Based Cash Incentive Compensation

    Annual Performance-Based Cash Incentive Compensation The Compensation Committee believes that, to reward performance and overall Company success, a portion of an executive officer’s annual cash compensation should be tied to the achievement of the Company’s goals and that individual’s performance goals. The annual incentive program is designed as a pay-for-performance plan and includes components for both Company and individual performance. Company performance is based on achievement of adjusted EBITDA with minimum, target and maximum milestones from which a Company performance multiplier is derived. The minimum performance threshold is 85% of target and the maximum performance level is 125% of target; the associated company performance multiplier ranges from 25% to 150%. Individual performance is also a component of the annual incentive program measured based on achievement of personal/team performance goals and assessment against the Company’s core values. The individual performance multiplier can range from 0-150%. The annual incentive program payment is calculated as set forth below.

  39. Annual Performance-Based Cash Incentive Compensation

    | Annual Incentive Target Amountx | Company Performance Multiplierx | Individual Performance Multiplier | = | Incentive Payment | | Targets vary based on level and are expressed as a percentage of base salary | Full year 2024 Company performance is measured based on achievement against adjusted EBITDA goal | Individual performance multiplier can range from 0%-150% | | |

  40. Annual Performance-Based Cash Incentive Compensation

    The Compensation Committee historically has chosen adjusted EBITDA as the target performance objective for the payment of awards under our annual cash incentive plan. Adjusted EBITDA is not a term defined under U.S. GAAP. We define adjusted EBITDA as net income before net interest expense, income taxes, and depreciation and amortization (“EBITDA”), as adjusted for certain other items described in our SEC filings, including stock-based compensation expense, acquisition, site closure and idle facility expenses, restructuring and other charges, net charges related to legal matters, asset impairment charges, foreign exchange losses or gains, change in fair value of contingent consideration, and insurance recoveries for property losses and associated expenses. Please see “Appendix A – Non-GAAP Measures” for more information, including reconciliations to the most directly comparable GAAP measure. The Compensation Committee believes that adjusted EBITDA growth most closely reflects our operating performance and is a key metric for driving the long-term strategic direction that the Board of Directors has set for our Company. Further, adjusted EBITDA growth is highly correlated to or reflective of our Company’s financial and operational improvements, ability to generate cash flow from operations, growth and long-term return to stockholders. We believe that adjusted EBITDA is helpful in assessing the overall performance of our business and is helpful in highlighting trends in our overall business because the extraordinary or one-time items excluded in calculating adjusted EBITDA have little or no bearing on our day-to-day operating performance. We also believe that adjusted EBITDA is an important non-GAAP valuation tool that potential investors use to measure our profitability against other companies in our industry. Our adjusted EBITDA target for a given year is determined by the Compensation Committee based upon recommendations from and discussions with management, a review of current economic conditions and recent acquisition activity and aligns with our external targets. Factors used by the Compensation Committee in setting adjusted EBITDA targets include, among others, the following:

  41. Annual Performance-Based Cash Incentive Compensation

    | • | reasonable growth expectations taking into account a variety of circumstances faced by our Company; | | • | market conditions, including the related impact on cost and our ability to offset any cost increases with pricing increases or other cost savings measures; and | | • | prior fiscal year adjusted EBITDA. |

  42. Annual Performance-Based Cash Incentive Compensation

    After the Compensation Committee reviews the final full year financial results of our Company, the Compensation Committee approves annual cash incentive payouts for the prior year. Annual cash incentive awards are generally paid in March. No annual cash incentive payments are made unless the threshold adjusted EBITDA target has been achieved. Adjusted EBITDA targets under the annual cash incentive plan may be reset periodically within a fiscal year by the Compensation Committee to take into account acquisitions, divestitures and other unplanned events. Subject to the provisions of an applicable employment agreement, executives generally must be employed at the time of payout to receive an annual cash incentive award. The Compensation Committee may, however, at its discretion, prorate awards in the event of certain circumstances such as the executive’s promotion, demotion, death or retirement.

  43. Annual Performance-Based Cash Incentive Compensation

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  44. Annual Performance-Based Cash Incentive Compensation

    The Company performance component of the annual award each executive is eligible to receive is based upon a percentage of the executive’s annualized base salary, with such percentage varying depending upon the level of adjusted EBITDA as compared to threshold, target and maximum adjusted EBITDA performance objectives as set forth in the table below.

  45. Annual Performance-Based Cash Incentive Compensation

    | | Company Performance Component of Annual Bonus Award as a Percentage of Base Salary | | | | Name | Threshold | Target | Maximum | | Chirag Patel | 25% | 100% | 150% | | Chintu Patel | 25% | 100% | 150% | | Anastasios Konidaris | 15% | 60% | 90% | | Andrew Boyer | 20% | 80% | 120% | | Nikita Shah | 13.75% | 55% | 82.5% | | Jason Daly | 13.75% | 55% | 82.5% |

  46. Annual Performance-Based Cash Incentive Compensation

    The fiscal 2024 combined adjusted EBITDA threshold, target and maximum performance objectives were $510 million, $600 million and $750 million, respectively. For achievement between threshold and target or target and maximum, the Company performance multiplier is calculated using straight-line interpolation. Our Company’s fiscal 2024 reported adjusted EBITDA was $627.4 million, or 104.6% of target, generating a 109.2% Company performance multiplier. For purposes of determining performance under the 2024 annual cash incentive plan, the Compensation Committee exercised its discretion to increase the Company performance multiplier modestly in recognition of exceptional execution of the strategic business plan in a challenging macroeconomic environment, approving a 110.0% Company performance multiplier. The 2024 annual performance-based cash incentive program also provides for an individual performance multiplier, which ranges from 0% to 150% based on an individual’s performance during the year. In assessing the performance of our NEOs, other than our co-CEOs, the Compensation Committee, with the input of our co-CEOs, considered each officer’s performance against the goals of their respective functions, as well as the executive’s contribution to achievement of our corporate goals. Per the formula above, the Compensation Committee reviewed and approved individual multipliers ranged from 100% to 120%, resulting in final payouts as set forth in the table below.

  47. Annual Performance-Based Cash Incentive Compensation

    | Name | 2024 Base Salary | Annual Incentive Target % | Annual Incentive Target $X | Company Performance Multiplier %X | Individual Performance Multiplier % | = | Final AIP Payout $ | AIP Payout % of Target | | Chirag K. Patel | $800,000 | 100% | $800,000 | 110% | 100% | | $880,000 | 110% | | Chintu Patel | $800,000 | 100% | $800,000 | 110% | 100% | | $880,000 | 110% | | Anastasios Konidaris | $585,000 | 60% | $351,000 | 110% | 100% | | $386,100 | 110% | | Andrew Boyer | $600,000 | 80% | $480,000 | 110% | 105% | | $554,400 | 115.5% | | Nikita Shah | $499,550 | 55% | $274,753 | 110% | 110% | | $332,451 | 121% | | Jason Daly | $510,000 | 55% | $280,500 | 110% | 110% | | $339,405 | 121% |

  48. Annual Performance-Based Cash Incentive Compensation

    In determining the individual performance modifier for the named executive officers, the Compensation Committee considered whether each executive achieved the individual goals of their respective functions and contributed to the achievement of the Company’s corporate goals. In approving the 105% individual multiplier for Mr. Boyer, the Compensation Committee took into consideration, among other achievements, strong performance of new complex product launches and price stabilization strategy leading to increased adjusted EBITDA. The committee approved a 110% individual multiplier for Ms. Shah considering among other things, her efforts supporting the people strategy ahead of the CREXONT® launch and growth of the Biosimilar team, as well as achieving an industry-leading global engagement rate of 88%. The Compensation Committee approved a 110% individual multiplier for Mr. Daly recognizing his contributions supporting critical M&A and business collaborations and resolutions to key legal overhangs.

  49. Annual Performance-Based Cash Incentive Compensation

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  50. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our long-term incentive compensation program is designed to promote a balanced focus on driving performance, retaining talent and aligning the interests of our executives with those of our other stockholders. The Amneal Pharmaceuticals, Inc. Amended and Restated 2018 Incentive Award Plan (the “2018 Incentive Award Plan”) authorizes the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock or cash-based awards and dividend equivalent awards to employees, non-employee directors and consultants. Our long-term incentive compensation program for 2024 for the named executive officers was comprised of two components: performance-based restricted stock units (“PSUs”) and restricted stock units (“RSUs”).

  51. Long-Term Incentive Compensation

    | • | Performance-based restricted stock units. We grant PSUs, which vest upon the attainment of certain performance metrics, in order to further incentivize our executive officers to deliver superior long-term results. | | • | Restricted stock units. We grant RSUs as a retention tool as they provide the opportunity to receive stock only if the recipient is still employed by us on the date the restrictions lapse. |

  52. Long-Term Incentive Compensation

    In 2024, the total value of each named executive officer’s equity grants was divided between RSUs and PSUs. The mix of different types of awards is generally intended to combine the retention and downside risk benefits inherent in RSUs with the incentive and stockholder value creation benefits inherent in PSUs. The following table sets forth the total grant value and components mix determined for issuance to our named executive officers in 2024:

  53. Long-Term Incentive Compensation

    | Name | Value of 2024 Awards(1) | % PSUs | % RSUs | | Chirag Patel | $5,600,000 | 64% | 36% | | Chintu Patel | $5,600,000 | 64% | 36% | | Anastasios Konidaris | $1,900,000 | 50% | 50% | | Andrew Boyer | $1,650,000 | 50% | 50% | | Nikita Shah | $1,550,000 | 50% | 50% | | Jason Daly | $1,550,000 | 50% | 50% |

  54. Long-Term Incentive Compensation

    | (1) Values in the table represent the targeted grant value. These targeted values were converted to a number of RSUs and target PSUs using the closing stock price on the grant date of March 4, 2024, which was $5.40. |

  55. 2024 Restricted Stock Unit Awards

    2024 Restricted Stock Unit Awards In 2024, annual restricted stock unit grants were made in March for all of the named executive officers. All of the restricted stock unit awards vest in four equal installments on the first, second, third and fourth anniversary of the grant date subject to cancellation or acceleration as provided in the individual restricted stock unit award agreements. The number of restricted stock unit awards granted to each named executive officer in 2024 was based upon the grant date fair value of the restricted stock units. For additional details on this award, see “Executive Compensation—Management Employment & Separation Agreements” below.

  56. 2024 Performance-Based Restricted Stock Unit Awards

    2024 Performance-Based Restricted Stock Unit Awards In 2024, our named executive officers were granted PSU awards in March. These awards will be earned at a rate of 0% and 200% of the target award amounts based on the Company’s achievement of a stock price growth target relative to the 30-day average closing stock price preceding the grant date, which was $5.66, during the performance period from March 1, 2024 until February 28, 2027. A payout of 50% of the target award is earned at the achievement of 125% of the stock price growth target based on the trailing average closing stock price of our common stock over the 60 calendar days preceding February 28, 2027, and a payout of 200% of the target award if the average closing stock price is 300% or greater of the stock price growth target. Any earned awards vest in full at the end of such performance period, subject to cancellation or acceleration as provided in the individual performance-based restricted stock unit award agreements. The number of PSUs granted to each named executive officer is based upon the closing price on the grant date.

  57. Performance-Based Restricted Stock Unit Award Determinations for 2024

    Performance-Based Restricted Stock Unit Award Determinations for 2024 In 2022, Messrs. Chirag Patel, Chintu Patel, Boyer, Konidaris, Daly and Ms. Shah were granted Performance-Based Restricted Stock that would vest based on achievement of a stock price growth target. Actual performance during the three-year performance period of March 1, 2022 through February 28, 2025 was at target, resulting in a payout of the number of units granted at target for all named executive officers.

  58. Performance-Based Restricted Stock Unit Award Determinations for 2024

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  59. Executive Severance and Change in Control Severance Benefits

    Executive Severance and Change in Control Severance Benefits For a discussion of executive severance and change in control severance benefits, our rationale for offering those benefits and the triggers for payments, see “Management Employment & Separation Agreements—Severance Upon a Change in Control” below.

  60. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-public Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-public Information We do not currently grant new awards of stock options, stock appreciation rights or similar option-like equity awards. Accordingly, we have no specific policy or practice on the timing of grants of such awards in relation to the disclosure of material nonpublic information. In the event we determine to grant new awards of stock options or similar equity awards in the future, the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing. We have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation in fiscal year 2024.

  61. Summary Compensation Table

    Summary Compensation Table The following table shows the compensation of our named executive officers for the periods presented. The sum and/or computation of individual numerical amounts disclosed in the following table and related footnotes may not equal the total due to rounding.

  62. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation(2) ($) | Total ($) | | Chirag Patel Co-Chief Executive Officer and President | 2024 | 788,462 | — | 5,473,333 | — | 880,000 | 46,175 | 7,187,970 | | | 2023 | 750,000 | — | 664,219 | — | 910,500 | 45,666 | 2,370,386 | | | 2022 | 750,000 | — | 3,605,796 | — | 652,500 | 39,814 | 5,048,110 | | Chintu Patel Co-Chief Executive Officer | 2024 | 788,462 | — | 5,473,333 | — | 880,000 | 49,315 | 7,191,109 | | | 2023 | 750,000 | — | 664,219 | — | 910,500 | 42,833 | 2,367,553 | | | 2022 | 750,000 | — | 3,605,796 | — | 652,500 | 54,436 | 5,062,732 | | Anastasios Konidaris EVP & Chief Financial Officer | 2024 | 580,731 | — | 1,866,575 | — | 386,100 | 18,927 | 2,852,333 | | | 2023 | 563,327 | — | 855,505 | — | 453,902 | 18,531 | 1,891,266 | | | 2022 | 550,000 | — | 1,876,807 | — | 289,493 | 16,886 | 2,733,186 | | Andrew Boyer EVP, Chief Commercial Officer - Generics | 2024 | 600,000 | — | 1,620,975 | — | 554,400 | 18,927 | 2,794,302 | | | 2023 | 600,000 | — | 741,438 | — | 582,720 | 18,531 | 1,942,689 | | | 2022 | 600,000 | — | 1,626,572 | — | 438,480 | 16,886 | 2,681,937 | | Nikita Shah EVP, Chief Human Resources Officer | 2024 | 499,550 | — | 1,522,737 | — | 332,451 | 18,926 | 2,373,664 | | | 2023 | 496,752 | — | 684,403 | — | 333,550 | 18,528 | 1,533,232 | | | 2022 | 485,000 | — | 1,501,454 | — | 255,519 | 16,886 | 2,258,859 | | Jason Daly EVP, Chief Legal Officer & Secretary | 2024 | 502,731 | — | 1,522,737 | — | 339,405 | 18,921 | 2,383,794 | | | 2023 | 470,135 | — | 570,336 | — | 290,450 | 18,476 | 1,349,396 | | | 2022 | 401,538 | 175,000 | 938,409 | — | 189,225 | 16,765 | 1,720,937 |

  63. Summary Compensation Table

    | (1) These amounts reflect the aggregate grant date fair value of each restricted stock unit award and PSU award granted during the fiscal year, computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 22 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. For the PSU awards granted in 2024, the value of the awards as of the grant date, assuming that the highest level of performance achievement would be achieved (which is 200% of target), for Mr. Chirag Patel, Mr. Chintu Patel, Mr. Konidaris, Mr. Boyer, Ms. Shah and Mr. Daly would be $6,946,670, $6,946,670, $1,833,149, $1,591,947, $1,495,468 and $1,495,468, respectively. | | (2) The amounts shown in this column for 2024 consist of the following components: |

  64. Summary Compensation Table

    | Name | Company 401(k) Match ($) | Life and Disability Insurance Premiums Paid by Company ($) | Cost for Personal Use of Driver and Company Car(1) ($) | Total ($) | | Chirag Patel | 17,250 | 1,677 | 27,248 | 46,175 | | Chintu Patel | 17,250 | 1,677 | 30,388 | 49,315 | | Anastasios Konidaris | 17,250 | 1,677 | — | 18,927 | | Andrew Boyer | 17,250 | 1,677 | — | 18,927 | | Nikita Shah | 17,250 | 1,676 | — | 18,926 | | Jason Daly | 17,250 | 1,671 | — | 18,921 |

  65. Summary Compensation Table

    | (1) We own a car and employ a driver for the exclusive use of each of Mr. Chirag Patel and Mr. Chintu Patel. Although the majority of the driver’s services (and, therefore, the costs associated with the car) are for business purposes, we allow for use of the car and driver for personal purposes - generally for daily commute - as we believe this accommodation enables increased productivity during this time. We calculated the incremental cost to us for the personal use of the Company car and driver based on the costs associated with the car, its operation, and a portion of the driver’s compensation equivalent in proportion to the time the car is used for personal purposes. |

  66. Summary Compensation Table

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  67. Grants of Plan Based Awards in 2024

    Grants of Plan Based Awards in 2024 The following tables set forth information about non-equity and equity awards granted to the named executive officers in fiscal 2024.

  68. Grants of Plan Based Awards in 2024

    | | | Date of Board or Comp. | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Committee Action | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units(3) (#) | Awards(4) ($) | | Chirag Patel | | | | | | | | | | | | 2024 Annual Cash Incentive | 1/1/2024 | 1/X/2024 | 200,000 | 800,000 | 1,200,000 | | | | | | | PSU Grant | 3/4/2024 | 1/X/2024 | | | | 333,334 | 666,667 | 1,333,334 | | 3,473,335 | | RSU Grant | 3/4/2024 | 1/X/2024 | | | | | | | 370,370 | 1,999,998 | | Chintu Patel | | | | | | | | | | | | 2024 Annual Cash Incentive | 1/1/2024 | 1/X/2024 | 200,000 | 800,000 | 1,200,000 | | | | | | | PSU Grant | 3/4/2024 | 1/X/2024 | | | | 333,334 | 666,667 | 1,333,334 | | 3,473,335 | | RSU Grant | 3/4/2024 | 1/X/2024 | | | | | | | 370,370 | 1,999,998 | | Anastasios Konidaris | | | | | | | | | | | | 2024 Annual Cash Incentive | 1/1/2024 | 1/X/2024 | 87,750 | 351,000 | 526,500 | | | | | | | PSU Grant | 3/4/2024 | 1/X/2024 | | | | 87,963 | 175,926 | 351,852 | | 916,574 | | RSU Grant | 3/4/2024 | 1/X/2024 | | | | | | | 175,926 | 950,000 | | Andrew Boyer | | | | | | | | | | | | 2024 Annual Cash Incentive | 1/1/2024 | 1/X/2024 | 120,000 | 480,000 | 720,000 | | | | | | | PSU Grant | 3/4/2024 | 1/X/2024 | | | | 76,389 | 152,778 | 305,556 | | 795,973 | | RSU Grant | 3/4/2024 | 1/X/2024 | | | | | | | 152,778 | 825,001 | | Nikita Shah | | | | | | | | | | | | 2024 Annual Cash Incentive | 1/1/2024 | 1/X/2024 | 68,688 | 274,753 | 412,130 | | | | | | | PSU Grant | 3/4/2024 | 1/X/2024 | | | | 71,760 | 143,519 | 287,038 | | 747,734 | | RSU Grant | 3/4/2024 | 1/X/2024 | | | | | | | 143,519 | 775,003 | | Jason Daly | | | | | | | | | | | | 2024 Annual Cash Incentive | 1/1/2024 | 1/X/2024 | 70,125 | 280,500 | 420,750 | | | | | | | PSU Grant | 3/4/2024 | 1/X/2024 | | | | 71,760 | 143,519 | 287,038 | | 747,734 | | RSU Grant | 3/4/2024 | 1/X/2024 | | | | | | | 143,519 | 775,003 |

  69. Grants of Plan Based Awards in 2024

    | (1) The amounts shown in these columns reflect the corporate performance targets under our annual performance-based cash incentive plan. “Threshold” equals 25% of Target, “Target” equals 100% and “Maximum” equals 150% of Target. | | (2) The number of shares shown reflects the “Threshold,” “Target” and “Maximum” payout levels under the 2023 performance-based restricted stock unit awards granted under the 2018 Incentive Award Plan. “Threshold” equals 50% of Target, “Target” equals 100% of Target and “Maximum” equals 200% of Target. | | (3) The number of shares shown reflects the 2024 restricted stock unit awards under the 2018 Incentive Award Plan. The restricted stock unit awards made in 2024 vest in four equal installments on the first, second, third and fourth anniversary of the date of grant, assuming continued employment. | | (4) These amounts reflect the aggregate grant date fair value of each stock award granted during the fiscal year, computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 22 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. As the PSUs were subject to market-based vesting conditions, the grant date fair value was determined using a Monte-Carlo simulation model, which is a probabilistic approach for estimating the grant date fair value of the PSUs for purposes of accounting under FASB ASC Topic 718. |

  70. Grants of Plan Based Awards in 2024

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  71. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024

  72. Outstanding Equity Awards at December 31, 2024

    | | Option Awards | | | | | Stock Awards | | | | Name | Number of Securities Underlying Options that are Exercisable (#) | Number of Securities Underlying Options that are Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested(1) ($) | 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 ($) | | Chirag Patel | 24,977 | — | 15.01 | 5/7/28 | | | | | | | 28,044 | — | 14.05 | 5/6/29 | | | | | | | | | | | | | 579,710(6) | 4,591,303 | | | | | | | | | 733,944(7) | 5,812,836 | | | | | | | 370,370(2) | 2,933,330 | 666,667(8) | 5,280,003 | | Chintu Patel | 24,977 | — | 15.01 | 5/7/28 | | | | | | | 28,044 | — | 14.05 | 5/6/29 | | | | | | | | | | | | | 579,710(6) | 4,591,303 | | | | | | | | | 733,944(7) | 5,812,836 | | | | | | | 370,370(2) | 2,933,330 | 666,667(8) | 5,280,003 | | Anastasios Konidaris | | | | | 36,197(3) | 286,680 | | | | | | | | | 90,580(4) | 717,394 | 181,159(6) | 1,434,779 | | | | | | | 172,019(5) | 1,362,390 | 458,716(7) | 3,633,031 | | | | | | | 175,926(2) | 1,393,334 | 175,926(8) | 1,393,334 | | Andrew Boyer | 272,480 | — | 2.75 | 5/7/28 | | | | | | | 100,553 | — | 2.75 | 3/1/29 | | | | | | | | | | | 31,371(3) | 248,458 | | | | | | | | | 78,503(4) | 621,744 | 157,005(6) | 1,243,480 | | | | | | | 149,083(5) | 1,180,737 | 397,554(7) | 3,148,628 | | | | | | | 152,778(2) | 1,210,002 | 152,778(8) | 1,210,002 | | Nikita Shah | 36,331 | — | 2.75 | 5/7/28 | | | | | | | 95,525 | 23,882(2) | 2.75 | 3/1/29 | | | | | | | | | | | 28,958(3) | 229,347 | | | | | | | | | 72,464(4) | 573,915 | 144,928(6) | 1,147,830 | | | | | | | 137,615(5) | 1,089,911 | 366,972(7) | 2,906,418 | | | | | | | 143,519(2) | 1,136,670 | 143,519(8) | 1,136,670 | | Jason Daly | | | | | 45,290(4) | 358,697 | 90,580(6) | 717,394 | | | | | | | 114,679(5) | 908,258 | 305,810(7) | 2,422,015 | | | | | | | 143,519(2) | 1,136,370 | 143,519(8) | 1,136,370 |

  73. Outstanding Equity Awards at December 31, 2024

    | (1) Based on the closing price of our Class A common stock of $7.92 on December 31, 2024, the last trading day of the year. | | (2) Restricted stock units vest in four equal installments on March 4, 2025, March 4, 2026, March 4, 2027, and March 4, 2028. | | (3) Restricted stock units vest in one installment on March 1, 2025. | | (4) Restricted stock units vest in two equal installments on March 3, 2025 and March 3, 2026. | | (5) Restricted stock units vest in three equal installments on March 3, 2025, March 3, 2026, and March 3, 2027. | | (6) The performance-based restricted stock units vested following the conclusion of the March 1, 2022 through February 28, 2025 performance period based upon the level of attainment of stock price growth (based on the closing stock price of the Company’s stock on NASDAQ). The amounts listed represent the target number of units under each award. Payouts for this performance period are estimated at 100% of the target level. | | (7) The performance-based restricted stock units vest following the conclusion of the March 1, 2023 through February 28, 2026 performance period based upon the level of attainment of stock price growth (based on the closing stock price of the Company’s stock on NASDAQ). The amounts listed represent the maximum number of units under each award. Total shares earned under the performance-based restricted stock units will range from 0% to 200% of the target number of units based on actual performance. | | (8) The performance-based restricted stock units vest following the conclusion of the March 1, 2024 through February 28, 2027 performance period based upon the level of attainment of stock price growth (based on the closing stock price of the Company’s stock on NASDAQ). The amounts listed represent the target number of units under each award as the estimated payout as of the end of 2024 is at target level performance. Total shares earned under the performance-based restricted stock units will range from 0% to 200% of the target number of units based on actual performance. |

  74. Outstanding Equity Awards at December 31, 2024

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  75. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested

  76. 2024 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Chirag Patel | — | — | — | — | | Chintu Patel | — | — | — | — | | Anastasios Konidaris | — | — | 226,546 | 1,225,171 | | Andrew Boyer | — | — | 151,979 | 838,924 | | Nikita Shah | — | — | 146,680 | 810,888 | | Jason Daly | — | — | 60,871 | 332,964 |

  77. 2024 Option Exercises and Stock Vested

    | (1) Amounts reported are based on the closing price of our Class A common stock on NASDAQ on the vesting date. |

  78. Andrew Boyer

    Andrew Boyer Andrew Boyer is party to an Employment Agreement, effective as of February 5, 2018, with Amneal (the “Boyer Employment Agreement”). The initial term of the Boyer Employment Agreement began on February 5, 2018 and was scheduled to expire on June 30, 2022, unless further extended or earlier terminated as provided in the Boyer Employment Agreement. On July 31, 2020, the Company entered into Modification No. 1 to the Boyer Employment Agreement, effective as of August 1, 2020. Pursuant to the Modification, the term of Mr. Boyer’s Employment Agreement was extended until June 30, 2023 (the “Term”) and will automatically be renewed thereafter for single one-year periods unless written notice of non-renewal is provided by any party at least 90 days prior to the end of the Term or the agreement is earlier terminated in accordance with its terms. Under the Modification, as of August 1, 2020, Mr. Boyer began serving as the Executive Vice President, Chief Commercial Officer – Generics and receiving an annual base salary of $600,000 (reduced from $661,917), which amount is subject to increase by the Company’s Board of Directors. Further, in connection with the Modification, Mr. Boyer received an award of restricted stock units having a grant date fair value equal to $300,000 with a third of such units vesting on each of June 30, 2021, June 30, 2022 and June 30, 2023, subject to Mr. Boyer’s continued employment through the applicable vesting date. Mr. Boyer is also eligible to receive an annual bonus targeted at 80% of his base salary under the annual bonus program, and a personal performance multiplier based on his performance and as determined by the Board in its discretion of between zero and 150% of this amount. On February 21, 2023, the Company entered into Modification No. 2 to the Boyer Employment Agreement, effective as of March 1, 2023. Pursuant to the Modification, the term of Mr. Boyer’s Employment Agreement was extended until March 31, 2025 (the “Term”) and will automatically be renewed thereafter for single one-year periods unless written notice of non-renewal is provided by any party at least 90 days prior to the end of the Term or the agreement is earlier terminated in accordance with its terms. As described in further detail under “Certain Related Parties and Related Party Transactions – The Reorganization,” we entered into an administrative amendment to the Boyer Employment Agreement in light of the Reorganization, namely to clarify that (i) Mr. Boyer will remain directly employed by Amneal LLC, and (ii) all references in such employment agreement to Old Amneal (as defined herein) shall be deemed to instead refer to New Amneal.

  79. Severance

    Severance The Boyer Employment Agreement provides for severance payments and benefits if (i) Mr. Boyer resigns for “good reason” (as defined in the Boyer Employment Agreement) or (ii) the Board of Directors terminates Mr. Boyer’s employment without “cause” (as defined in the Boyer Employment Agreement), in each case other than during the period that is within three months preceding or 24 months following a “change in control” (as defined in the Boyer Employment Agreement). In addition to payment of earned and vested payments and benefits, these severance payments and benefits include: (A) two times his base salary as then in effect; (B) a pro rata portion of his annual bonus for the fiscal year in which the termination occurs, based on actual performance for such fiscal year, and the prior year’s bonus to the extent not then

  80. Severance

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  81. Severance

    already paid (based on the higher of target or actual performance of the relevant goals); (C) continuation of healthcare benefits until the second anniversary of his termination date; (D) the vesting and, if applicable, exercisability of each outstanding equity award granted to Mr. Boyer will be accelerated to the extent such equity award would have vested had Mr. Boyer’s employment continued until the first anniversary of his termination date (and, to the extent applicable, each outstanding equity award granted to Mr. Boyer will remain exercisable until the first anniversary of his termination date); and (E) outplacement services by a reputable national outplacement service for up to two years following his termination date. The Boyer Employment Agreement also provides for severance payments and benefits if (i) Mr. Boyer resigns for good reason, (ii) the Board of Directors terminates Mr. Boyer’s employment without cause or (iii) Mr. Boyer’s employment terminates by reason of death or disability (as defined in the Boyer Employment Agreement), in each case within three months preceding or 24 months following a change in control. In addition to payment of earned and vested payments and benefits, these severance payments and benefits include: (A) the sum of (x) two times his base salary as then in effect plus (y) two times his target annual bonus as then in effect; (B) a pro rata portion of his annual bonus for the fiscal year in which the termination occurs, based on actual performance for such fiscal year, and the prior year’s bonus to the extent not then already paid (based on the higher of target or actual performance of the relevant goals); (C) continuation of healthcare benefits until the second anniversary of his termination date; (D) the vesting and, if applicable, exercisability of each equity award granted to Mr. Boyer will be fully accelerated (and, to the extent applicable, each outstanding equity award granted to Mr. Boyer will remain exercisable until the first anniversary of his termination date); and (E) outplacement services by a reputable national outplacement service for up to two years following his termination date. The Boyer Employment Agreement requires Mr. Boyer to maintain the confidentiality of information relating to the Company during and after the term of such agreement and also contains non-competition, non-solicitation and non-disparagement covenants as well as other provisions customary for this type of employment agreement.

  82. Anastasios Konidaris

    Anastasios Konidaris Anastasios Konidaris is party to an Employment Agreement, dated March 11, 2020, by and among Amneal, the Company and Mr. Konidaris (the “Konidaris Employment Agreement”). The Konidaris Employment Agreement provides that Mr. Konidaris will be employed as the Company’s Executive Vice President and Chief Financial Officer at an annual base salary of $550,000. Further, Mr. Konidaris is eligible to earn annual incentive compensation under the Company’s annual bonus plan, with the target amount of his annual bonus being equal to 55% of his base salary and a personal performance multiplier based on his performance and as determined by the Board in its discretion of between zero and 150% of this amount. Pursuant to the Konidaris Employment Agreement, not later than 30 days following the effective date of the agreement, the Company granted to Mr. Konidaris an award of restricted stock units having a value equal to $1,000,000 and an award of PSUs having a value equal to $1,000,000. Subject to Mr. Konidaris’s continuous services to the Company through each vesting date, the restricted stock units will vest in four equal installments beginning on the first anniversary of the effective date of the Konidaris Employment Agreement, and the PSUs will be earned and will vest based on the same vesting and performance conditions as the performance-based restricted stock units awarded to the Company’s other named executive officers in 2020. On February 21, 2023, the Company entered into Modification No. 2 to the Konidaris Employment Agreement, effective as of March 1, 2023. Pursuant to the Modification, the term of Mr. Konidaris’ Employment Agreement was extended until March 31, 2025 (the “Term”) and will automatically be renewed thereafter for single one-year periods unless written notice of non-renewal is provided by any party at least 90 days prior to the end of the Term or the agreement is earlier terminated in accordance with its terms. As described in further detail under “Certain Related Parties and Related Party Transactions—The Reorganization,” we entered into an administrative amendment to the Konidaris Employment Agreement in light of the Reorganization, namely to clarify that (i) Mr. Konidaris will be directly employed by Amneal LLC rather than Old Amneal, and (ii) all references in such employment agreement to Old Amneal shall be deemed to instead refer to New Amneal (other than references relating to Old Amneal as employer which shall be deemed to instead refer to Amneal LLC as employer as of the effective time of the Reorganization).

  83. Severance

    Severance In the case of termination by the Company without cause or a termination by Mr. Konidaris for good reason (each as defined in the Konidaris Employment Agreement), Mr. Konidaris will be entitled to receive the following severance benefits: (1) an amount equal to 150% of his then-current annual base salary; (2) a prorated portion of the annual bonus award for the year during which the termination occurs, based on actual performance for such fiscal year; (3) benefits continuation for a period of 18 months following the date of termination; and (4) outplacement assistance for a period of 12 months following the date of termination.

  84. Severance Upon a Change in Control

    Severance Upon a Change in Control In the case of a termination by the Company without cause or a termination by Mr. Konidaris for good reason within three months prior to or 12 months following a change in control (as defined in the Konidaris Employment Agreement), Mr. Konidaris will be entitled to receive the severance benefits described above. In addition, the vesting and exercisability of each equity award granted to Mr. Konidaris will accelerate effective as of the date of termination, with any performance conditions determined based on actual achievement as of the date of termination, and, if applicable, will remain exercisable for a period of not less than 12 months following the termination.

  85. Severance Upon a Change in Control

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  86. Nikita Shah

    Nikita Shah Nikita Shah is party to an Employment Agreement, dated July 29, 2020, by and among Amneal, the Company and Ms. Shah (the “Shah Employment Agreement”). The Shah Employment Agreement provides that Ms. Shah will be employed as the Company’s Executive Vice President, Chief Human Resources Officer at an annual base salary of (i) $450,000 beginning on August 1, 2020; and (ii) $485,000 beginning on January 1, 2021. Further, Ms. Shah is eligible to earn annual incentive compensation under the Company’s annual bonus plan with the target amount of her annual bonus being equal to 55% of her base salary and a personal performance multiplier based on her performance and as determined by the Board in its discretion of between zero and 150% of this amount. Ms. Shah will be eligible to participate in the Company’s long term incentive plan. On February 21, 2023, the Company entered into Modification No. 1 to the Shah Employment Agreement, effective as of March 1, 2023. Pursuant to the Modification, the term of Ms. Shah’s Employment Agreement was extended until March 31, 2025 (the “Term”) and will automatically be renewed thereafter for single one-year periods unless written notice of non-renewal is provided by any party at least 90 days prior to the end of the Term or the agreement is earlier terminated in accordance with its terms. As described in further detail under “Certain Related Parties and Related Party Transactions—The Reorganization,” we entered into an administrative amendment to the Shah Employment Agreement in light of the Reorganization, namely to clarify that (i) Ms. Shah will be directly employed by Amneal LLC rather than Old Amneal, and (ii) all references in such employment agreement to Old Amneal shall be deemed to instead refer to New Amneal (other than references relating to Old Amneal as employer which shall be deemed to instead refer to Amneal LLC as employer as of the effective time of the Reorganization).

  87. Severance

    Severance In the case of termination by the Company without cause or a termination by Ms. Shah for good reason (each as defined in the Shah Employment Agreement), Ms. Shah will be entitled to receive the following severance benefits: (1) an amount equal to 150% of her then-current annual base salary; (2) a pro-rated portion of the annual bonus award for the year during which the termination occurs, based on actual performance for such fiscal year; (3) benefits continuation for a period of 18 months following the date of termination; (4) the vesting and, if applicable, exercisability of each outstanding equity award granted to Ms. Shah will be accelerated to the extent such equity award would have vested had Ms. Shah’s employment continued until the first anniversary of her termination date (and, to the extent applicable, each outstanding equity award granted to Ms. Shah will remain exercisable until the first anniversary of her termination date); and (5) outplacement assistance for a period of 12 months following the date of termination.

  88. Severance Upon a Change in Control

    Severance Upon a Change in Control In June 2020, the Compensation Committee approved severance benefits for Ms. Shah in the case of a termination by the Company without cause or a termination by Ms. Shah for good reason within three months prior to or 12 months following a change in control (as defined in the Shah Employment Agreement); in such case, Ms. Shah will be entitled to receive the severance benefits described above. In addition, the vesting and exercisability of each outstanding equity award granted to Ms. Shah will accelerate effective as of the date of termination, with any performance conditions determined based on actual achievement as of the date of termination, and, if applicable, will remain exercisable for a period of not less than 12 months following the termination.

  89. Jason Daly

    Jason Daly Jason Daly is party to an Employment Agreement, effective March 1, 2025, by and among Amneal, the Company and Mr. Daly (the “Daly Employment Agreement”). The Daly Employment Agreement provides that Mr. Daly will be employed as the Company’s Executive Vice President, Chief Legal Officer and Corporate Secretary at an annual base salary of $575,000. Further, Mr. Daly is eligible to earn annual incentive compensation under the Company’s annual bonus plan, with the target amount of his annual bonus being equal to 55% of his base salary and a personal performance multiplier based on his performance and as determined by the Board in its discretion of between zero and 150% of this amount. Mr. Daly will be eligible to participate in the Company’s long-term incentive plan.

  90. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control To enable us to offer a competitive executive compensation program, we believe it is important to provide reasonable severance benefits to our executive officers. In addition to the employment agreements between the Company and certain of our named executive officers and the Severance Plan, discussed above, from time to time, we may explore potential transactions that could result in a change in control of our Company. We believe that when a transaction is perceived as imminent, or is taking place, we should be able to receive and rely on the disinterested service of our executive officers, without them being distracted or concerned by the personal uncertainties and risks associated with such a situation. We further believe that our stockholders are best served if their interests are aligned with the interests of our executives, and providing change in control benefits should eliminate, or at least reduce, the reluctance of senior management to pursue potential transactions that may enhance the value of our stockholders’ investments. Consistent with this, we provide change-in-control benefits to our named executive officers only if the officer’s employment terminates in connection with the change in control (often referred to as “double-trigger” change-in-control benefits). The estimated severance and other benefits for each named executive officer, either pursuant to the Severance Plan or an applicable employment agreement, in the event of a termination of employment are set forth below. The amounts assume that the termination was effective as of December 31, 2024 (the last business day of fiscal 2024) and thus are based upon amounts earned through such date and are only estimates of the amounts that would actually be paid to such named executive officers upon their termination. Since many factors (e.g., the time of year when the event occurs, the Company’s stock price) could affect the nature and amount of benefits a named executive officer could potentially receive, any amounts paid or distributed upon a future termination may be different from those shown in the table below. The amounts shown are in addition to benefits generally available to salaried employees. Mr. Chirag Patel and Mr. Chintu Patel do not participate in the Severance Plan nor do they have an applicable employment agreement with severance terms in the event of a termination of employment. Under our performance-based restricted stock unit agreements, upon an NEO’s “Qualifying Termination” prior to the end of the applicable performance period, the number of performance-based restricted stock units earned by the employee would be determined as of the employee’s termination date based on actual performance through such date. For purposes of this paragraph, a “Qualifying Termination” shall mean such employee’s termination of service prior to the end of the applicable performance period due to death, permanent disability or involuntary termination

  91. Potential Payments Upon Termination or Change in Control

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  92. Potential Payments Upon Termination or Change in Control

    by the Company without “cause.” In the event of a Change in Control prior to the end of the three-year performance period, the number of performance-based restricted stock units earned will be determined as of the date of the Change in Control based on actual performance through such date. Such performance-based restricted stock units that are deemed earned pursuant to the preceding sentence will vest on the date of the Change in Control, subject to the employee’s continued employment or service to the Company or its subsidiaries through the date of the Change in Control.

  93. Potential Payments Upon Termination or Change in Control

    | | | Without Cause or for Good Reason Termination | | | | | Name | Benefit | Without Change in Control | With Change in Control | Termination for Death | Termination for Disability | | Chirag Patel | Cash | $— | $— | $— | $— | | | Accelerated options | $— | $— | $— | $— | | | Accelerated RSUs(1) | $— | $2,933,330 | $— | $— | | | PSUs(2) | $13,044,141 | $13,044,141 | $13,044,141 | $13,044,141 | | | Health Care & Outplacement | $— | $— | $— | $— | | | TOTAL | $13,044,141 | $13,044,141 | $13,044,141 | $13,044,141 | | Chintu Patel | Cash | $— | $— | $— | $— | | | Accelerated options | $— | $— | $— | $— | | | Accelerated RSUs(1) | $— | $2,900,330 | $— | $— | | | PSUs(2) | $13,044,141 | $13,044,141 | $13,044,141 | $13,044,141 | | | Health Care & Outplacement | $— | $— | $— | $— | | | TOTAL | $13,044,141 | $13,044,141 | $13,044,141 | $13,044,141 | | Anastasios Konidaris | Cash | $1,263,600 | $1,263,600 | $— | $— | | | Accelerated options | $— | $— | $— | $— | | | Accelerated RSUs(1) | $— | $3,759,798 | $— | $— | | | PSUs(2) | $5,764,477 | $5,764,477 | $5,764,477 | $5,764,477 | | | Health Care & Outplacement | $85,144 | $85,144 | $— | $— | | | TOTAL | $7,113,221 | $10,873,019 | $5,764,477 | $5,764,477 | | Andrew Boyer | Cash | $1,754,400 | $2,714,400 | $— | $— | | | Accelerated options | $— | $— | $— | $— | | | Accelerated RSUs(1) | $1,255,410 | $3,260,941 | $— | $— | | | PSUs(2) | $4,997,108 | $4,997,108 | $4,997,108 | $4,997,108 | | | Health Care & Outplacement | $122,192 | $122,192 | $— | $— | | | TOTAL | $8,129,110 | $11,094,642 | $4,997,108 | $4,997,108 | | Nikita Shah | Cash | $1,081,776 | $1,081,776 | $— | $— | | | Accelerated options | $— | $— | $— | $— | | | Accelerated RSUs(1) | $846,344 | $3,029,844 | $— | $— | | | PSUs(2) | $4,622,583 | $4,622,583 | $4,622,583 | $4,622,583 | | | Health Care & Outplacement | $58,405 | $58,405 | $— | $— | | | TOTAL | $6,609,108 | $8,792,607 | $4,622,583 | $4,622,583 | | Jason Daly | Cash | $818,550 | $936,242 | $— | $— | | | Accelerated options | $— | $— | $— | $— | | | Accelerated RSUs(1) | $— | $2,403,625 | $— | $— | | | PSUs(2) | $3,707,744 | $3,707,744 | $3,707,744 | $3,707,744 | | | Health Care & Outplacement | $61,100 | $72,200 | $— | $— | | | TOTAL | $4,587,394 | $7,119,811 | $3,707,744 | $3,707,744 |

  94. Potential Payments Upon Termination or Change in Control

    | (1) Represents unvested restricted stock units that would accelerate in connection with the applicable termination event valued based on the closing price of our Class A common stock on December 31, 2024, which was $7.92. | | (2) Represents unvested performance-based restricted stock units that would be earned in connection with the applicable termination event valued based on the closing price of our Class A common stock on December 31, 2024, which was $7.92. These amounts reflect probable achievement as of December 31, 2024. |

  95. Pay Ratio Disclosure

    Pay Ratio Disclosure In accordance with Item 402(u) of Regulation S-K, we intended to utilize the same median employee identified in our 2023 proxy statement because there has been no substantive change in our employee population or employee compensation arrangements that we believe would result in a significant change to our pay ratio disclosure. During 2024, the median employee had a significant work status change that caused the employee’s compensation to no longer be representative of our median pay and would therefore result in a significant change in our pay ratio disclosure. Accordingly, and as permitted by SEC rules, we substituted an alternate employee for 2024 whose 2024 compensation was substantially similar to the 2023 median employee’s compensation using the original identification process in 2023. See our 2024 proxy statement for information regarding the process we utilized to determine our median employee. The 2024 annual total compensation of the alternate median employee was $12,079.55. The median employee is located in India. Since the Company operated with Co-CEOs for 2024, the annual total compensation of $7,184,709.43 for Mr. Chintu Patel, which was moderately higher than Mr. Chirag Patel, was used. Had we used Mr. Chirag Patel, our pay ratio would not have changed significantly. The ratio of the compensation of the median employee to Mr. Chintu Patel’s compensation was 1 to 595. The SEC’s 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. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described in our 2024 proxy statement.

  96. Pay Ratio Disclosure

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  97. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. The sum and/or computation of individual numerical amounts disclosed in the following tables and related footnotes may not equal the total due to rounding.

  98. Pay Versus Performance Disclosure

    | | | | | | | | Value of Initial Fixed $100 Investment based on(4) | | | | | Year | Summary Compensation Table Total for Chirag Patel(1) ($) | Summary Compensation Table Total for Chintu Patel(1) ($) | Compensation Actually Paid to Chirag Patel(1)(2)(3) ($) | Compensation Actually Paid to Chintu Patel(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | TSR ($) | Peer Group TSR ($) | Net Income (Loss) ($ Millions) | Adjusted EBITDA ($ Millions)(5) | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 7,187,970 | 7,191,109 | 11,851,838 | 11,854,977 | 2,593,309 | 4,698,532 | 164.32 | 135.41 | (74) | 627 | | 2023 | 2,370,386 | 2,367,553 | 9,458,710 | 9,455,877 | 1,679,146 | 5,801,457 | 125.93 | 124.97 | (49) | 558 | | 2022 | 5,048,110 | 5,062,732 | (1,835,706) | (1,821,083) | 2,348,670 | (121,995) | 41.29 | 123.43 | (255) | 514 | | 2021 | 4,785,116 | 4,798,825 | 1,383,918 | 1,397,627 | 2,420,041 | 1,421,310 | 99.38 | 129.31 | 20 | 512 | | 2020 | 2,320,716 | 2,328,528 | 3,422,575 | 3,430,387 | 1,922,858 | 1,985,608 | 94.81 | 114.32 | 69 | 433 |

  99. Pay Versus Performance Disclosure

    | (1) Chirag Patel and Chintu Patel were our Co-PEOs for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  100. Pay Versus Performance Disclosure

    | 2020 | 2021 | 2022 | 2023 | 2024 | | Andrew Boyer | Andrew Boyer | Andrew Boyer | Andrew Boyer | Andrew Boyer | | Anastasios Konidaris | Anastasios Konidaris | Anastasios Konidaris | Anastasios Konidaris | Anastasios Konidaris | | Nikita Shah | Nikita Shah | Nikita Shah | Nikita Shah | Nikita Shah | | Joseph Todisco | Joseph Todisco | Jason Daly | Jason Daly | Jason Daly | | Todd Branning | | | | |

  101. Pay Versus Performance Disclosure

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. | | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table. |

  102. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Chirag Patel ($) | Exclusion of Stock Awards for Chirag Patel ($) | Inclusion of Equity Values for Chirag Patel ($) | Compensation Actually Paid to Chirag Patel ($) | | 2024 | 7,187,970 | (5,473,333) | 10,137,201 | 11,851,838 | | Year | Summary Compensation Table Total for Chintu Patel ($) | Exclusion of Stock Awards for Chintu Patel ($) | Inclusion of Equity Values for Chintu Patel ($) | Compensation Actually Paid to Chintu Patel ($) | | 2024 | 7,191,109 | (5,473,333) | 10,137,201 | 11,854,977 |

  103. Pay Versus Performance Disclosure

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  104. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 2,593,309 | (1,633,256) | 3,738,479 | 4,698,532 |

  105. Pay Versus Performance Disclosure

    | The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables: |

  106. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Chirag Patel ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Chirag Patel ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Chirag Patel ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Chirag Patel ($) | Total - Inclusion of Equity Values for Chirag Patel ($) | | 2024 | 8,776,917 | 1,402,957 | — | (42,673) | 10,137,201 |

  107. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Outstanding and Unvested as of Last Day of Year for Chintu Patel ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Chintu Patel ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Chintu Patel ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Chintu Patel ($) | Total - Inclusion of Equity Values for Chintu Patel ($) | | 2024 | 8,776,917 | 1,402,957 | — | (42,673) | 10,137,201 |

  108. Pay Versus Performance Disclosure

    | Year | Average Year- End Fair Value of Equity Awards Granted During Year That Remained Outstanding and Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 2,568,472 | 1,266,281 | (87,384) | (8,890) | 3,738,479 |

  109. Pay Versus Performance Disclosure

    | (4) The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Select Pharmaceuticals Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K, included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019 (the last trading day of fiscal 2019), through the end of the listed year in the Company and in the Dow Jones U.S. Select Pharmaceuticals Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. | | (5) We determined adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2024. We may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted EBITDA is not a term defined under U.S. GAAP. We define adjusted EBITDA as net income before net interest expense, income taxes, and depreciation and amortization, as adjusted for certain other items described in our SEC filings, including stock-based compensation expense, acquisition, site closure and idle facility expenses, restructuring and other charges, net charges related to legal matters, asset impairment charges, foreign exchange losses or gains, change in fair value of contingent consideration, and insurance recoveries for property losses and associated expenses. Prior to January 1, 2022, research and development milestone expenses related to license and collaboration agreements were excluded from our calculation of adjusted EBITDA. Effective January 1, 2022, we no longer exclude research and development milestone expenses related to license and collaboration agreements from adjusted EBITDA. The amounts shown in this column for the fiscal years ended December 31, 2024, December 31, 2023, December 31, 2022, December 31, 2021 and December 31, 2020 reflect this modified approach; for prior periods, refer to our Form 8-K filed with the Securities and Exchange Commission on May 4, 2022 for a full reconciliation of previously reported non-GAAP results, including adjusted EBITDA, to revised non-GAAP results. As a result of this modified approach, our reported adjusted EBITDA for the fiscal years ended December 31, 2021 and December 31, 2020 was revised to $512 million and $433 million, respectively. |

  110. Pay Versus Performance Disclosure

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  111. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years and the Dow Jones U.S. Select Pharmaceuticals Index TSR.

  112. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Company TSR

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus Company TSR

  113. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Company TSR

    | www.amneal.com | AMNEAL PHARMACEUTICALS, INC. | 2025 Proxy Statement | 52 |

  114. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years.

  115. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

  116. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

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  117. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the five most recently completed fiscal years.

  118. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA