DEF 14A of PERRIGO Co plc, Mar 20, 2026

DEF 14A of PERRIGO Co plc

Filed Mar 20, 2026 · FY20250001585364-26-000024

Open on EDGAR

  1. Table of Contents

    | | Page | | Talent & Compensation Committee Report | 85 | | Equity Compensation Plan Information | 85 | | CEO Pay Ratio | 86 | | Pay Versus Performance | 87 | | Pay Versus Performance Disclosure | 87 | | Audit Committee Report | 93 | | Proposals to be Voted on: | 94 | | 1. Elect nine (9) director nominees to serve until the 2027 Annual General Meeting of Shareholders | 95 | | 2. Ratification, in a Non-Binding Advisory Vote, of the Appointment of Ernst & Young LLP as the Company’s Independent Auditor and Authorization, in a Binding Vote, of the Board of Directors, Acting Through the Audit Committee, to Fix the Remuneration of the Auditor | 96 | | 3. Advisory vote on the Company’s executive compensation | 98 | | 4. Approve the Company’s 2026 Long-Term Incentive Plan | 100 | | 5. Renew the Board’s authority to issue shares under Irish law | 111 | | 6. Renew the Board’s authority to opt-out of statutory pre-emption rights under Irish law | 112 | | Presentation of Irish Statutory Financial Statements | 114 | | Annual Report on Form 10-K | 115 | | Questions and Answers and Voting Information | 116 | | Appendix A | A-1 | | Appendix B | B-1 |

  2. Election of Directors

    Election of Directors

  3. Election of Directors

    | 23 | Director Skills Matrix |

  4. Election of Directors

    | 25 | Our Expectations for Directors |

  5. Election of Directors

    | 31 | Proposal 1 - Election of Directors |

  6. Election of Directors

    | 24 | Election of Directors |

  7. Election of Directors

    | 25 | Director Experience |

  8. Election of Directors

    | 24 | About the Nominated Directors |

  9. Election of Directors

    | 26 | Nominees for Election to the Board of Directors at the Annual General Meeting |

  10. Election of Directors

    | 22 | Perrigo Company |

  11. Election of Directors

    Election of Directors Under the Company’s Articles of Association, the Board of Directors must consist of between two and twelve directors, with the exact number determined by the Board of Directors. Eleven directors currently serve on our Board of Directors. Adriana Karaboutis and Jeffrey Kindler, two current directors, will not stand for re-election at the Annual General Meeting. In connection with Ms. Karaboutis and Mr. Kindler not standing for re-election, in accordance with our Articles of Association and if all standing director nominees are re-elected, our Board of Directors has resolved to reduce the number of directors from eleven to nine, effective as of the conclusion of the Annual General Meeting. All directors who are elected will serve until the 2027 Annual General Meeting. Based upon the recommendation of the Nominating & Governance Committee, the Board of Directors has nominated Bradley A. Alford, Orlando D. Ashford, Julia M. Brown, Kevin Egan, Patrick Lockwood-Taylor, Albert A. Manzone, Donal O’Connor, Geoffrey M. Parker and Jonas Samuelson for election as directors to serve until the 2027 Annual General Meeting. Shareholders are entitled to one vote per share for each of the nine nominees. In order to be elected as a director, each nominee must receive the affirmative vote of a majority of the votes cast in person or by proxy. If a director nominee does not receive this majority vote, he or she is not elected. Information about each nominee is set forth below is based on information provided to us as of March 2, 2026. All Director nominees exhibit: •High integrity •A proven record of success •An appreciation of multiple cultures •Knowledge of corporate governance requirements and practices Our Director nominees bring a balance of relevant skills, experiences and perspectives to our boardroom: •Global perspective •Consumer and pharmaceutical industry experience •CEO experience •Regulatory and governmental experience •Financial expertise •Public company board experience Our Director nominees embody a robust mix of backgrounds1: •Average age: 62 years •Average tenure: approximately 5 years •Active versus former executives: 4:5 •Countries of origin: Ireland, Monaco, Sweden, United Kingdom and United States of America •Female: 11% •Racial or Ethnic Minority: 22% 1.The demographic information included above is based on voluntary self‑identification by directors and is disclosed for informational purposes only.

  12. Election of Directors

    | 2026 Proxy Statement | 23 |

  13. Director Skills Matrix

    Director Skills Matrix

  14. Director Skills Matrix

    | Skills and Expertise | | Alford | Ashford | Brown | Egan | Lockwood-Taylor | Manzone | O’Connor | Parker | Samuelson | | | Senior Leadership Leadership or senior advisory position | • | • | • | • | • | • | • | • | • | | | Financial Expertise Significant experience in positions requiring financial knowledge and analysis | • | • | • | • | • | • | • | • | • | | | Industry Management level experience in a regulated healthcare, OTC or consumer selfcare company | | • | • | | • | • | | • | | | | Manufacturing / Supply Chain Experience managing manufacturing operations, facilities, and processes including supply chain logistics | • | • | • | | • | • | | | • | | | International Business / Strategy Management of or responsibility for large, complex global operations and strategic direction and growth | • | • | • | • | • | • | • | • | • | | | Information Technology / Cyber Security Expertise and experience in cybersecurity, information technology and/or data protection | | | | • | | • | | | | | | Governance / Regulatory Experience in regulatory compliance and policy matters, legal or regulatory affairs background | | | | • | • | | • | • | | | | Marketing / Sales Experience managing or overseeing sales and marketing in a global company | • | | | | • | • | | | • | | | Sustainability & Environmental, Social & Governance (Sustainability & ESG) Experience as a senior executive with responsibility for Sustainability & ESG, or membership of a board committee with Sustainability & ESG oversight | • | • | • | | • | • | • | | • | | | Public Company Board Experience as a board member of a publicly traded company | • | • | • | • | • | • | • | • | • | | | Merger & Acquisition / Corporate Development Experience or expertise in structuring financing and executing strategic acquisitions, partnerships, and other corporate development activities | • | • | • | • | • | • | • | • | • | | | Human Capital Experience leading large teams and human capital management initiatives. | • | • | • | • | • | • | • | • | • | | BACKGROUND | | | | | | | | | | | | Independent | | • | • | • | • | | • | • | • | • | | Tenure | | 9 | 6 | 2 | 1 | 3 | 4 | 12 | 10 | 1 |

  15. Director Skills Matrix

    | 24 | Perrigo Company |

  16. Election of Directors

    Election of Directors The following table provides summary information about our nominees for election to the Board of Directors. Additional information for all of our director nominees may be found on pages 26-30.

  17. Election of Directors

    | Name | Director Since | Primary Occupation1 | Independent | Number of Other Public Company Boards | | Bradley A. Alford | 2017 | Former Executive | Yes | Two | | Orlando D. Ashford | 2020 | Executive | Yes | One | | Julia M. Brown | 2023 | Former Executive | Yes | One | | Kevin Egan | 2025 | Former Executive | Yes | None | | Patrick Lockwood-Taylor | 2023 | President & CEO | No | None | | Albert A. Manzone | 2022 | Executive | Yes | Two | | Donal O'Connor | 2014 | Former Executive | Yes | One | | Geoffrey M. Parker | 2016 | Executive2 | Yes | None | | Jonas Samuelson | 2025 | Former Executive | Yes | Two |

  18. Election of Directors

    1.Other than Patrick Lockwood-Taylor, all director nominees are independent and their Executive / Former Executive title indicates current or former positions with other companies. 2.Mr. Parker is Chief Financial Officer of Allogene Therapeutics, and was formerly Chief Financial Officer of Tricida, Inc., a biotechnology company that filed for bankruptcy in 2023 after its investigational drug candidate failed to reach the primary endpoint of its clinical trial. Each director will serve for a term expiring at the 2027 Annual General Meeting, until a qualified successor has been elected, or until his or her death, resignation, retirement or removal by the shareholders for cause.

  19. About the Nominated Directors

    About the Nominated Directors Our goal is to assemble a Board that operates cohesively and challenges and questions management in a constructive way. When assessing directors for the Board, we consider: •the directors’ overall mix of skills and experience; •the director’s understanding of our business; •how active they are in participating in Board, committee and annual general meetings; and •their character, integrity, judgment, record of achievement, backgrounds and independence. We also look at a director’s ability to contribute to the Board, his or her available time and his or her participation on other boards. We believe these are important factors that impact the quality of the Board’s decision-making and its overall oversight of management and our business. The NGC recognizes that some institutional investors and institutional shareholder advisory firms have policies regarding “overboarding,” which refers to a director who sits on an excessive number of boards, due to concerns that overboarded directors face excessive time commitments and challenges in fulfilling their duties. Perrigo’s Corporate Governance Guidelines also address this topic and provide that “directors should not serve

  20. About the Nominated Directors

    | 2026 Proxy Statement | 25 |

  21. About the Nominated Directors

    on more than three other boards of public companies in addition to the Company’s Board,” and a “director may exceed this limit if the Board consents after receiving the recommendation of the [NGC], which shall have considered relevant facts and circumstances.” In recommending that each nominee should continue to serve on the Board, the NGC carefully considered the number of other boards on which each director serves as part of its process, evaluating the level of engagement, skill set, expertise, perspective and other qualities of each director against any overboarding concerns. All of our directors satisfy this policy. In particular, we note that current director Albert Manzone is Deputy Chief Executive Officer of Monte‑Carlo Société des Bains de Mer, a public company (traded on Euronext Paris), in addition to his directorships of Perrigo, Syntec Optics Holding, Inc., and Banijay Entertainment, making him an executive officer of a public company and sitting on three outside boards. After consideration of shareholder feedback, the voting policies of other large Company shareholders and a variety of other considerations, the NGC recommended to the Board that Mr. Manzone be re-nominated to the Board for election at the Annual General Meeting. In making this recommendation, the NGC noted Mr. Manzone’s perfect attendance record at Perrigo’s Board and Audit Committee meetings in 2025 and high levels of participation at meetings of the Board and its committees. Mr. Manzone has demonstrated commitment to the Company and has been fully engaged during his tenure, providing valuable guidance and oversight to the Board and management.

  22. Our Expectations for Directors

    Our Expectations for Directors We expect each member of our Board of Directors to act honestly and in good faith and to exercise business judgment with a view to the best interests of Perrigo overall. Each director is expected to: •comply with our Code of Conduct, including conflict of interest disclosure requirements; •develop an understanding of our strategy, our business environment and operations, the markets in which we operate and our financial position and performance; •diligently prepare for each Board, committee and annual general meeting by reviewing all of the materials he or she receives in advance; •actively and constructively participate in each Board meeting and seek clarification from management and outside advisors when necessary to fully understand the issues being considered; •participate in continuing education programs, as appropriate; and •participate in the Board and committee self-assessment process.

  23. Director Experience

    Director Experience Our Board represents a cross-section of business, industry and financial experience. All of our directors bring to the Board of Directors significant leadership experience derived from their professional experience, as well as their service as executives or board members of other corporations or businesses. The process undertaken by the Nominating & Governance Committee in recommending qualified director candidates is described in the ‘Director Nominations’ section on page 18. Certain individual qualifications and skills of our directors that contribute to the effectiveness of our Board of Directors as a whole are described below. All of the nominees for this year are current Perrigo directors. We will vote your shares as you specify on the enclosed proxy card or through telephone or Internet voting. If you return a proxy card and do not specify how you want your shares voted, we will vote them FOR the election of each of the nominees. If unforeseen circumstances (such as death or disability) make it necessary for the Board of Directors to substitute another

  24. Director Experience

    | 26 | Perrigo Company |

  25. Director Experience

    person for any of the nominees, we will vote your shares FOR that other person. The Board of Directors does not anticipate that any nominee will be unable to serve.

  26. Nominees for Election to the Board of Directors at the Annual General Meeting

    Nominees for Election to the Board of Directors at the Annual General Meeting

  27. Nominees for Election to the Board of Directors at the Annual General Meeting

    | | Bradley A. Alford Independent Experience •2016 – 2021: Operating Partner, Advent International Corporation, a global private equity firm •2014 – 2016: Industry Advisor, Advent International Corporation •2006 – 2013: Chairman / CEO, Nestlé USA, a multinational food and beverage company Other Public Company Directorships •July 2025 – Present: Lamb Weston Holdings Inc. (NYSE: LW) Lead Independent Director (previously Chairman from July 2025 to February 2026) •2010 – Present: Avery Dennison Corporation (NYSE: AVY) •2015 – 2018: Conagra Brands Inc. (NYSE: CAG) •2006 – 2013: Nestlé USA (OTCM: NSRGY) Notable Experience and Key Skill Sets •Mr. Alford has current and previous executive leadership roles within the private and public sectors. •His experience includes serving on the board of directors of public, private and non-profit entities. •Mr. Alford has extensive industry knowledge and experience in management, operations and supply chain as well as the development and marketing of consumer products. |

  28. Nominees for Election to the Board of Directors at the Annual General Meeting

    | 2026 Proxy Statement | 27 |

  29. Nominees for Election to the Board of Directors at the Annual General Meeting

    | | Orlando D. Ashford Independent Experience •February 2025 – Present: Interim CEO, National Black MBA Association •October 2025 – Present: Operating Advisor, 65 Equity Partners, a global, entrepreneur-led, investment firm •2022 – January 2025: Chief People Officer, Fanatics Holdings Inc, a global sporting company •2021 – 2022: Executive Chairman, Azamara Cruise Lines, a worldwide cruise line company •2014 – 2020: President, Holland America Line, a worldwide cruise line company •2020 – 2021: Strategic Advisor, Sycamore Partners, a private equity firm Other Public Company Directorships •2020 – Present: Array Technologies Inc. (NASDAQ: ARRY) •2011 – 2022: ITT, Inc. (NYSE: ITT) Notable Experience and Key Skill Sets •Mr. Ashford has extensive expertise from his various leadership roles in various private and public companies. •He has over 30 years of global experience in executive management, talent management, organizational development, change management and corporate human resources. •Mr. Ashford has vast experience planning and executing change initiatives and enabling successful strategy execution for organizations. |

  30. Nominees for Election to the Board of Directors at the Annual General Meeting

    | | Julia M. Brown Independent Experience •2020 – 2021: Chief Procurement & Sustainability Officer, Mars Wrigley, a world leading manufacturer of chocolate and confectionery •2015 – 2020: Chief Procurement Officer, Carnival Corporation & plc, the world’s largest global cruising company with nine major brands Other Public Company Directorships •2023 – Present: Ocado plc (LSE: OCDO) •2021 – May 2025: Molson Coors Beverage Company (NYSE: TAP) •2021 – January 2025: Solo Brands Inc. (NYSE: DTC) •2022 – 2023: Honest Company Inc. (NASDAQ: HNST) Notable Experience and Key Skill Sets •Ms. Brown has extensive management experience across the consumer and hospitality sectors having led large global multinational teams across some of the most well-known and global brands including Procter & Gamble, Gillette, Diageo, Kraft, Mondelez and Carnival Corporation & plc. •She has deep expertise in the areas of organizational and business transformation, sourcing, supply chain, external manufacturing, operations optimization, enterprise risk management, sustainability and mergers and acquisitions. •Ms. Brown has extensive public company board and advisory experience to provide beneficial insight on matters of global executive management, governance, risk management and human capital. |

  31. Nominees for Election to the Board of Directors at the Annual General Meeting

    *On February 18, 2026, the Board selected Julia Brown to be the next NGC Chair, to take effect upon her re-election at the AGM.

  32. Nominees for Election to the Board of Directors at the Annual General Meeting

    | 28 | Perrigo Company |

  33. Nominees for Election to the Board of Directors at the Annual General Meeting

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

  34. Nominees for Election to the Board of Directors at the Annual General Meeting

    *On February 18, 2026, the Board selected Kevin Egan to be the next AC Chair, to take effect upon his re-election at the AGM.

  35. Nominees for Election to the Board of Directors at the Annual General Meeting

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

  36. Nominees for Election to the Board of Directors at the Annual General Meeting

    | 2026 Proxy Statement | 29 |

  37. Nominees for Election to the Board of Directors at the Annual General Meeting

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

  38. Nominees for Election to the Board of Directors at the Annual General Meeting

    | | Donal O’Connor Independent Experience •2011 – Present: Chairman, Huttonread •2010 – Jan. 2026: Chairman, Galco Steel Ltd, Ireland's leading steel galvanizing company •1983 – 2007: Partner, Partner in Charge, Leader, Senior Partner, PwC Ireland, Ireland’s largest assurance, advisory and tax services network of firms Other Public Company Directorships •2015 – Present: Theravance Biopharma Inc (NASDAQ: TBPH) •2017 – 2018: Malin Corporation plc (ISE: MLC) •2008 – 2013: Elan Corporation plc (prior to Perrigo’s acquisition of Elan) Notable Experience and Key Skill Sets •Mr. O’Connor has extensive financial management, accounting and auditing expertise, as well as valuable experience in working with regulators and Government. •He was previously a member of the Irish Auditing and Accounting Supervisory Board and the PwC Global Board. Mr. O'Connor has chaired the PwC Eurofirms Board as well as being the named Territory Senior Partner of PwC Ireland. •Mr. O’Connor provides executive leadership experience from serving as director and Chairperson in various public and private corporations. |

  39. Nominees for Election to the Board of Directors at the Annual General Meeting

    | 30 | Perrigo Company |

  40. Nominees for Election to the Board of Directors at the Annual General Meeting

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

  41. Nominees for Election to the Board of Directors at the Annual General Meeting

    | | Jonas Samuelson Independent Experience •2016 – January 2025: President & CEO, AB Electrolux (XSTO: ELUX A), one of the world’s largest home appliance manufacturers •2011 – 2016: CEO, Major Appliances, Electrolux Europe, Middle East and Africa •2008 – 2011: CFO, Electrolux Group •2005 – 2008: CFO and EVP, Munters AB, a temperature, humidity and air quality technologies and systems provider Other Public Company Directorships •March 2026 – Present: Ansell Ltd. (ASX: ANN) •August 2020 – Present: AB Volvo (NASDAQ Stockholm: VOLV) •2016 – January 2025: AB, Electrolux (XSTO: ELUX A) Notable Experience and Key Skill Sets •Mr. Samuelson has broad leadership experience in developing global branded, consumer focused and highly competitive product and service businesses both as a CEO and a CFO. •He brings extensive strategic and financial expertise relevant to international corporations. •Mr. Samuelson also provides strong insight and experience in general management, strategy, finance, capital markets, mergers & acquisitions, sales & marketing, industrial operations and sustainable consumer focused innovation. |

  42. Nominees for Election to the Board of Directors at the Annual General Meeting

    *On February 18, 2026, the Board selected Jonas Samuelson to be the next TCC Chair, to take effect upon his re-election at the AGM.

  43. Nominees for Election to the Board of Directors at the Annual General Meeting

    | 2026 Proxy Statement | 31 |

  44. Proposal 1 – Elect nine director nominees to serve until the 2027 Annual General

    Proposal 1 – Elect nine director nominees to serve until the 2027 Annual General

  45. Compensation

    | 71 | Grants of Plan-Based Awards for 2024 |

  46. Compensation

    | 73 | Outstanding Equity Awards at 2025 Year End |

  47. Compensation

    | 75 | Option Exercises and Stock Vested in 2024 |

  48. Compensation

    | 76 | Non-Qualified Deferred Compensation in 2025 |

  49. Director Compensation

    Director Compensation The TCC reviews and makes recommendations to the Board regarding non-employee director compensation. In determining the level and mix of compensation for non-employee directors, the TCC considers the practices of our executive compensation peer group and other market data and trends as well as information and analyses provided by FW Cook, its independent consultant. In 2025, all of our non-employee directors were paid an annual cash retainer and a supplemental annual cash retainer was also paid to committee chairs, the Chairman, and non-chair committee members all as described below. In 2025, we also introduced the option for non-employee directors to receive restricted stock units in lieu of cash retainers.

  50. Director Compensation

    | | 2025 ($) | | Chairman Annual Cash Retainer: (in lieu of director retainer) | 187,500 | | Director Annual Cash Retainer | 100,000 | | Committee Member Retainer: | | | Audit | 12,500 | | Talent & Compensation | 12,500 | | Nominating & Governance | 8,000 | | Committee Chair Retainer: (in lieu of member retainer) | | | Audit | 37,500 | | Talent & Compensation | 32,500 | | Nominating & Governance | 23,000 |

  51. Director Compensation

    For 2025, our Independent Directors of the Board approved reducing the annual equity retainer from $300,000 to $190,000 to better align with market median. The Chairman of the Board and other non-employee directors received annual equity awards in the form of RSUs having a value of approximately $277,500 and $190,000, respectively. These awards vest one year from the grant date and are intended to directly link the majority of director compensation to shareholders’ interests. For directors who are appointed mid-year, we routinely provide a pro-rated grant. Directors who are Perrigo employees receive no compensation for their service as directors.

  52. Director Compensation

    | 40 | Perrigo Company |

  53. Director Compensation

    The following table summarizes the 2025 compensation of our non-employee directors who served during the year.

  54. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Bradley Alford(2) | 104,127 | 190,003 | 294,130 | | Orlando Ashford | 194,892 | 277,501 | 472,393 | | Julia Brown | 112,127 | 190,003 | 302,130 | | Katherine Doyle(3) | 31,724 | — | 31,724 | | Kevin Egan | 75,051 | 190,003 | 265,054 | | Adriana Karaboutis | 124,786 | 190,003 | 314,789 | | Jeffrey Kindler | 121,613 | 190,003 | 311,616 | | Albert Manzone | 104,127 | 190,003 | 294,130 | | Donal O'Connor | 124,949 | 190,003 | 314,952 | | Geoffrey Parker(2) | 104,127 | 190,003 | 294,130 | | Jonas Samuelson | 108,137 | 190,003 | 298,140 |

  55. Director Compensation

    1. Represents the grant date fair value of 7,305 service-based RSUs granted to each non-employee director on May 14, 2025, calculated in accordance with U.S. GAAP. As Chair of the Board, Mr. Ashford received 10,669 service-based RSUs. The shares vest one year after the grant date. The grant date fair value is based on the closing price of Perrigo Company plc ordinary shares on the NYSE on the grant date which was $26.01 per share. The directors hold the following unvested equity shares: Mr. Alford, 11,684; Mr. Ashford, 10,669; Ms. Brown, 7,305; Mr. Egan, 7,305; Ms. Karaboutis, 7,305; Mr. Kindler, 7,305; Mr. Manzone, 7,305; Mr. O'Connor, 7,305; Mr. Parker, 11,684; Mr. Samuelson, 10,371. 2.The value of Messrs. Alford and Parker’s Stock Awards excludes 4,379 RSUs issued in lieu of cash retainers, which are reported as fees earned in cash. 3.Ms. Doyle, a former director, did not stand for reelection at the 2025 AGM and ceased to be a director on May 1, 2025. She did not receive an annual equity retainer.

  56. Best Compensation Governance and Practices

    | What We Don’t Do | | | | Permit hedging or pledging of Perrigo stock | | | Provide significant perquisites | | | Provide “single trigger” change in control cash severance benefits | | | Provide excise tax gross-up on any change in control payments |

  57. 2025 Compensation Decisions

    | Program Element | Talent & Compensation Committee Decisions | | Annual Base Salary | Based on the TCC's review of the compensation market data and assessment of individual performance in the prior year, as well as Perrigo’s business priorities and strategy, Annual base salaries for all named executive officers were increased in line with the Company’s overall salary increase budget of 3%. | | AIP | The AIP eligible NEOs received annual incentive awards based on corporate and individual performance against financial and strategic objectives, which ranged from 30.1% to 52.5% of target for NEOs. | | LTIP | In 2025, all of the then-serving NEOs were granted annual LTIP awards, which were allocated 50% to FCF/NS PSU that may be earned based on achievement of three-year average results versus pre- established FCF/NS goals, 20% to rTSR PSUs that may be earned based on our three-year TSR performance relative to versus the companies in Perrigo’s TSR comparator group, and 30% to Service- Based RSUs ratably vesting over three years. |

  58. Other NEOs Compensation

    | ■ Base Salary | ■ FCF/NS PSU | | ■ RSU | ■ AIP | | ■ rTSR PSU | |

  59. The Role of the Talent & Compensation Committee

    The Role of the Talent & Compensation Committee The TCC, composed entirely of independent directors, oversees our executive compensation program. The TCC works very closely with FW Cook, its independent executive compensation consultant, and management to examine the efficacy of Perrigo’s executive compensation program. Details of the TCC’s authority and responsibilities are specified in the TCC’s charter, which may be accessed on our website (www.Perrigo.com) under the heading Investors - Corporate Governance - Committees. Each year, the TCC reviews and approves the elements of compensation for all executive officers, including the NEOs. The TCC submits its recommendations regarding the CEO’s compensation to the independent directors of the Board for approval. To assist it in making compensation decisions, the TCC annually reviews comprehensive historical, current and projected data on the total compensation and benefits package for each of our NEOs. As needed, additional analyses for various termination events are provided (including terminations with and without cause and for death, disability, retirement or following a change in control) so that the TCC can consider and understand the nature and magnitude of potential payouts and obligations under the various circumstances. The information is prepared by management and reviewed by FW Cook, generally containing data that are substantially similar to that contained in the tables presented below.

  60. The Role of the Independent Consultant

    The Role of the Independent Consultant For 2025, the TCC continued to engage FW Cook as its independent compensation consultant to provide advice on various aspects of our executive and non-employee director compensation programs. Other than the support that it provided to the TCC, FW Cook provided no other services to the Company or Perrigo management.

  61. The Role of Market Comparison Data

    The Role of Market Comparison Data The TCC uses information provided by FW Cook regarding the compensation practices of select companies (the “Peer Group”), in addition to applicable broader market data, as an element in evaluating both the structure of our executive compensation program and target levels of compensation. Management also periodically reviews survey and industry data from Mercer Human Resource Consulting, Willis Towers Watson, Aon and others regarding the market positioning for base salary, annual and long-term incentive target levels for all employees, including executives. The TCC considers this information, together with the factors described above under “Executive Compensation Principles” on page 6, in determining executive compensation. Each year, with assistance from FW Cook, the TCC reviews the composition of our Peer Group with the goal to ensure its alignment with our consumer self-care strategy and core business focus. As part of such reviews, the TCC considers specific criteria and recommendations regarding companies to add or remove from the Peer Group. The primary criteria used in determining peer companies are similarity in strategic focus, business operations and/or regulatory environment, company size (revenue and/or market cap) and industry, as well as evaluating companies that consider Perrigo to be a peer, and/or peer networks as determined by other external parties. The Peer Group used to inform the TCC’s evaluation and determination of executive compensation opportunities for 2025 was established in the second quarter of 2024. The table below shows the full list of 18 publicly traded companies that were included in the Peer Group used to inform the TCC’s decisions for fiscal year 2025 executive compensation.

  62. The Role of Market Comparison Data

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

  63. The Role of Market Comparison Data

    We routinely evaluate our peers based on business "fit" and similarly situated revenues and market cap. The decision was made in Q2 2024 that our Peer Group continued to be appropriate for 2025 executive compensation decisions. Having completed a thorough review of the Peer Group in late 2023 and making appropriate changes at that time, which aligned Perrigo with several Self Care Companies (e.g. Haleon, Kenvue) and consumer products companies of similar scale to Perrigo, we decided not to change the Peer Group for 2025 executive compensation decisions.

  64. The Role of Market Comparison Data

    | 2026 Proxy Statement | 51 |

  65. The Role of Market Comparison Data

    The TCC considers the 50th percentile of market data to be a salient indication of what is competitive in the market. However, the TCC does not focus exclusively on market benchmarking data when making compensation decisions for the NEOs. Instead, market data is one of many contributing factors and reference points that the TCC uses when determining appropriate compensation levels for each element of our program (salary, annual and long-term incentives) and for the combined sum of these elements (total direct compensation). In addition to market comparison data, the TCC also considers an individual’s competencies, experience and overall performance against measurable objectives; Company, segment and divisional financial and strategic performance; and the aggregate return on investment of executive rewards to Perrigo. Consideration of market comparison data in setting compensation levels is ultimately intended to ensure that our compensation practices are competitive in terms of attracting, motivating, rewarding and retaining executive leaders who can, and do, drive Perrigo’s long-term performance.

  66. Annual Incentive Award Opportunities

    Annual Incentive Award Opportunities The Perrigo AIP is designed to motivate and reward employees for achieving and exceeding specific, measurable, strategic and financial goals that support our objective of sustainably creating and increasing long- term shareholder value. Most colleagues participate in the discretionary AIP, including executives, management and individual contributors. AIP awards are paid in cash following completion of the performance year. Near the beginning of each annual performance period, and in connection with the Board’s approval of the financial plan for the year, the TCC determines and approves the performance goals and payout schedules of the AIP. The payout schedules for the corporate goals reflect a range of potential award opportunities around the target performance goals, which align with the Board-approved financial plan for the year. Additionally, the Board determines and approves the individual annual incentive targets of executives, which are stated as a percentage of base salary. Finally, the Board reviews and approves the individual strategic objectives of executive officers to ensure strong alignment of their AIP with Perrigo’s business priorities. These individual strategic objectives are articulated with clearly measurable success criteria focused on the execution of our 3-S strategy in addition to other critical objectives. However, to ensure that awards reflect a named executive officer’s contribution to our results, the TCC has, or in the case of the CEO, the independent directors have, the discretion to adjust any executive officer’s actual award down to as low as 0% payout based on overall individual performance. The maximum incentive award payout for any individual executive is capped at 200% of the target award opportunity.

  67. 2025 AIP Performance Measures

    2025 AIP Performance Measures The TCC determined the core financial measures of Total Perrigo Adjusted Operating Income (“AIP OI”), Total Perrigo Net Sales (“AIP Net Sales”) and Total Perrigo Operating Cash Flow (“AIP Operating Cash Flow”) were still the critical metrics aligned with Perrigo’s business strategy and key metrics in the 2025 AIP. In order to put more focus on these metrics, they chose not to include Total Perrigo Gross Margin, included in the 2024 AIP, in the 2025 plan. The weighting of AIP OI increased to 50% and AIP Net Sales to 30%, and the weighting on AIP Operating Cash Flow remained at 20%. AIP Net Sales and AIP OI exclude the impact of currency fluctuations as well as acquisitions and divestitures that were not included in our annual plan.

  68. 2025 AIP Performance Measures

    | 2026 Proxy Statement | 53 |

  69. 2025 AIP Financial Targets and Actual Results

    2025 AIP Financial Targets and Actual Results

  70. 2025 AIP Financial Targets and Actual Results

    | In $Millions | Metric | Target | Actual(1) | Payout (% of Target) | | Corporate | AIP Net Sales | $4,458.8 | $4,170.9 | 67.7% | | | AIP OI | $670.5 | $562.2 | 59.6% | | | AIP Operating Cash Flow | $412.0 | $238.5 | 0% |

  71. 2025 AIP Financial Targets and Actual Results

    AIP Net Sales Threshold/Max is 90% / 110% of target performance for 50% / 200% of target payout; AIP OI Threshold/Max is 80% / 120% of target performance for 50% / 200% of target payout; AIP Operating Cash Flow Threshold/Max is 90% / 120% of target performance for 50% / 200% of target payout. Payout for performance between levels is interpolated on a straight line basis; payout for performance below the threshold level on any metric would result in no payout for that metric. 1.Adjusted Net sales and Adjusted Operating Income are non-GAAP measures. Pursuant to pre-approved guidelines, items such as currency and the impact of acquisitions or divestitures not in the plan are excluded from our calculation of these metrics. For 2025, the TCC approved additional exclusions related to portions of the Adjusted Operating Income and Adjusted Net Sales contingencies benefiting AIP OI and AIP NS results as well as the removal of the benefit of paying bonuses below target from Adjusted Operating Income. The TCC feels that the lower incentive plan result after the removal of these items is more reflective of overall company performance. See Appendix A for reconciliation of AIP Adjustments. Perrigo’s AIP Net Sales performance for 2025 of $4,171 million consisted of: •$4,253 million of sales as reported in our financial statements; and •$(82) million of adjustments were made, $(41) million related to currency fluctuations and $(41) million of Net Sales contingencies. Perrigo’s AIP OI performance for 2025 of $562 million consisted of: •$(1,122) million of operating loss as reported in our financial statements; and •$1,745 million of non-GAAP adjustments reviewed and approved by the Audit Committee of the Board. These adjustments primarily consisted of $1,363 million of impairment charges, $224 million of amortization expense and $72 million of restructuring charges. •$(23) million in contingency and $(24) million related to the benefit of paying incentives at a lower level were also removed.

  72. 2025 AIP Financial Targets and Actual Results

    | 54 | Perrigo Company |

  73. 2025 AIP Financial Targets and Actual Results

    In the 2025 plan each NEO’s AIP payout funded by the financial measures above may be modified by performance against pre-established, measurable individual strategic objectives. The independent directors in the case of the CEO, and the TCC in the case of the other NEOs, assessed each NEO against their individual goals.

  74. 2025 AIP Financial Targets and Actual Results

    | NEO | 2025 Performance Goals | 2025 Evaluation | | Patrick Lockwood - Taylor | •Stabilize Core portions of the Organization •Strengthen Growth Strategy •Streamline Organization and Operating Model •Deliver the 2025 Financial Plan •Focus on Quality Culture and ESG strategy | In determining Mr. Lockwood-Taylor’s individual strategic objectives performance multiplier, the TCC along with the Board’s Chairman considered Mr. Lockwood-Taylor’s performance in relation to his pre-established goals, noting the following accomplishments: •Delivered Supply Chain Reinvention targets to ensure consistency and reliability •Achieved volume share for the first time in years across all categories •Delivered on portfolio and Advertising and Promotions investment strategy driving growth of contribution margin •Finalized a clear list of priority categories, brands and geographies where we have the right to win and accelerate growth •Aligned teams around strategy and One Perrigo best behaviors to drive success •Despite falling short of some financial targets, grew EPS and Improved Operating Margin •Continued to engage with over 70% of shareholders •Demonstrated a strong commitment to quality at all levels and fostered a culture where quality is integrated into everyday activities within all functions •Reduced virgin packaging material by 658 Metric Tons •Advanced strategy with inclusion and belonging | | Eduardo Bezerra | •Stabilize Core Portions of the Organization •Streamline Organization and Operating Model •Strengthen Growth Strategy •Deliver the 2025 Financial Plan •Build a Highly Capable Finance and BTS Organization | In determining Mr. Bezerra’s individual strategic objectives performance multiplier, the TCC considered Mr. Bezerra’s performance in relation to his pre-established goals, noting the following accomplishments: •Delivered Supply Chain Reinvention targets to ensure consistency and reliability •Delivered on portfolio and Advertising and Promotions investment strategy driving growth of contribution margin •Re-aligned Finance Org to support strengthened category led model •Strengthened Cybersecurity Environment •Despite falling short of some financial targets, grew EPS and Improved Operating Margin •Continued to engage with over 70% of shareholders •Significant progress made with organizational changes, however more work to be completed |

  75. 2025 AIP Financial Targets and Actual Results

    | 2026 Proxy Statement | 55 |

  76. 2025 AIP Financial Targets and Actual Results

    | NEO | 2025 Performance Goals | 2025 Evaluation | | Roberto Khoury | •Stabilize Organization •Streamline Operating Model •Strengthen Strategic direction •Deliver the 2025 financial plan | In determining Mr. Khoury’s individual strategic objectives performance multiplier, the TCC considered Mr. Khoury’s performance in relation to his pre-established goals, noting the following accomplishments: •Created a Long-term operating model and ways of working across the organization •Advanced Category Led Business Strategy •Won Market Share while maintaining OTC Store Brand volume •Delivered incremental sales from innovation across international business •Exceeded organizational optimization targets •Delivered and operationalized Strategy for the next 3 years, aligned with One Perrigo •Despite falling short of segment financial targets, met and exceeded on forecast accuracy improvements | | Charles Atkinson | •Deliver cost avoidance and risk mitigation to support organizational improvements •Establish new capabilities to support key areas of the organization •Streamline support of innovation and competitive excellence •Strengthen legal & governance structure and operations in support of One Perrigo model | In determining Mr. Atkinson’s individual strategic objectives performance multiplier, the TCC considered Mr. Atkinson’s performance in relation to his pre-established goals, noting the following accomplishments: •Delivered litigation resolution, data management and security strategies •Delivered new capabilities in Government affairs, M&A and contracts •Supported strategy for Drive and Explode Brands •Established global copy, advertising and claims substantiation and development framework •Re-configured support of One Perrigo Category model driving value •Co led the strategic review of organizational Belonging and Inclusion programs and policies •Completed transition of Board Partnership | | Abbie Lennox | •Strengthen value accretive growth through innovation pipeline •Stabilize Core areas of the business •Transform Scientific Office Culture •Evolve Operating model and capabilities | In determining Ms. Lennox’s individual strategic objectives performance multiplier, the TCC considered Ms. Lennox’s performance in relation to her pre-established goals, noting the following accomplishments: •Enabled new and refreshed product launches and ensured continued pipeline health and improvement for 2025 and beyond •Assessed product stewardship needs and established a short-term and long-term programs •Strengthened culture of quality & Compliance in partnership with supply chain across the operating network •Rolled out One Perrigo Operating model and drove enterprise mindset •Revised Scientific Office Leadership team structure •Proposed and implemented organizational design and strategic plan ensuring buy-in and effective execution |

  77. 2025 AIP Financial Targets and Actual Results

    In order to ensure that awards reflect a named executive officer's contribution to our results, the TCC has, or in the case of the CEO, the independent directors have, the discretion to adjust any executive officer's actual award down to as low as 0%. For AIP eligible NEOs where Individual Performance acted as a modifier, 2025 AIP payouts ranged from 30.1%-50.4% of annual targets.

  78. 2025 AIP Financial Targets and Actual Results

    | 56 | Perrigo Company |

  79. 2025 AIP Target Award Opportunities and Actual Payouts

    2025 AIP Target Award Opportunities and Actual Payouts The 2025 target AIP award opportunities (as a percentage of base salary) and actual payouts (as a percentage of target) for the NEOs are shown in the table below. The range of award opportunities is listed in the Grants of Plan-Based Awards for 2025 table on page 71.

  80. 2025 AIP Payouts

    2025 AIP Payouts

  81. 2025 AIP Payouts

    | Named Executive Officer | 2025 Target AIP (as % of Salary) | 2025 Actual AIP Payout (as % of Target) | | Patrick Lockwood-Taylor | 125% | 44.3% | | Eduardo Bezerra | 80% | 42.1% | | Roberto Khoury | 85% | 43.7% | | Abbie Lennox | 65% | 47.8% | | Charles Atkinson | 70% | 50.4% | | Ronald Janish(1) | 65% | 0.0% | | Triona Schmelter(2) | 85% | 30.1% |

  82. 2025 AIP Payouts

    1.Mr. Janish's separation arrangements included an ex gratia payment based on annual base salary and annual AIP at 100% target consistent with the terms of the Employee Severance Programme, Ireland. He was therefore not eligible for an additional discretionary AIP payment. 2.Consistent with the terms of the Perrigo Company plc U.S. Severance Policy Amended and Restated Effective February 13, 2019 and her Waiver and Release Agreement, Ms. Schmelter receives a 2025 AIP bonus prorated for the portion of the year she worked.

  83. 2026 AIP Design

    2026 AIP Design As it does each year, the TCC reviewed the design of the AIP to ensure it continued to best align with the strategic direction of the organization. For the 2026 AIP, all NEOs will continue to be measured on AIP OI, AIP Net Sales and AIP Operating Cash Flow. The TCC chose to increase the weighting on AIP Net Sales to 40% to put greater focus on top-line growth, decrease the weighting on AIP OI to 40% and maintain the weighting on AIP Operating Cash Flow at 20%. Individual strategic performance will continue to modify up or down the funded amounts from the financial measures.

  84. 2026 AIP Design

    | 2026 Proxy Statement | 57 |

  85. Long-Term Incentive Award Opportunities

    Long-Term Incentive Award Opportunities Long-term stock-based compensation, awarded under our shareholder-approved LTIP, is intended to motivate and reward Perrigo employees, including the NEOs, for creating sustainable, long-term value, as reflected in the total shareholder return of Perrigo stock. Awards under the LTIP may be in the form of incentive stock options, non-statutory stock options, stock appreciation rights or stock awards, including restricted shares or RSUs, or performance stock or PSUs. We provide long-term incentive opportunities to all eligible employees solely through stock-based awards. As a variable component of compensation, the amount realized from stock-based compensation will vary based on the long-term performance of Perrigo’s shares. In addition to share price performance, PSUs are only earned if specific, measurable financial and/or market-based performance-conditioned goals are achieved over the applicable performance periods. The TCC sets stock-based award levels after consideration of an NEO’s position, review of market competitive reward and grant practices and the aggregate expense to Perrigo.

  86. Equity Award Practices

    Equity Award Practices During our regularly scheduled meetings in the first quarter of the calendar year, the independent directors approve all regular annual stock-based awards for the CEO, and the TCC approves all stock-based awards for the other NEOs, as well as the maximum potential total grants for other participating employees. All regular annual stock-based awards are granted on, and priced upon, the closing price of Perrigo stock on the fifth trading day after Perrigo publicly releases its year-end earnings or if delayed for business needs, the fifth trading day of the next appropriate month. Off-cycle stock-based awards may be granted at various times during the year to new hires or to existing non- executive employees under special circumstances (e.g., promotions, retention, performance, etc.) through the shareholder-approved LTIP. Though they rarely occur, off-cycle stock-based awards may also be granted during the year to the executive officers other than the CEO with the approval of the TCC and to the CEO with the approval of the independent directors as permitted under the LTIP. Such awards are priced at the closing price of Perrigo’s shares on the day the awards are granted. No such off-cycle awards were granted to the CEO or NEOs in 2025 other than a sign-on grant to Ms. Lennox and a promotional grant to Mr. Khoury. Ms. Lennox’s grant consisted of $235,000 RSUs expressly intended to offset compensation forfeited from her prior employer. Mr. Khoury’s grant consisted of $140,000 in PSUs and $60,000 in RSUs. The TCC determined this additional award was appropriate to recognize the increased scope of his role upon his appointment as EVP and Chief Commercial Officer in July 2025.

  87. Equity Award Practices

    | 58 | Perrigo Company |

  88. 2025 – 2027 Annual LTIP Awards

    2025 – 2027 Annual LTIP Awards All of the NEOs received their annual LTIP award for 2025, which consisted of 50% PSUs that may be earned based on achievement of 2025-2027 FCF/NS goals, 20% rTSR-PSUs that may be earned based on our 2025-2027 rTSR performance versus the companies in Perrigo’s TSR comparator group, and 30% RSUs vesting ratably over 3 years. The table and chart below show the LTIP award values granted in fiscal 2024 for each of the NEOs.

  89. 2025 – 2027 Annual LTIP Awards

    | | 2025 – 2027 Awards ($) | | | | | Named Executive Officer | FCF/NS-PSUs 50% | rTSR-PSUs 20% | RSUs(1) 30% | Total Grant Value(2) 100% | | Patrick Lockwood-Taylor | 3,300,006 | 1,710,560 | 1,979,998 | 6,990,564 | | Eduardo Bezerra | 1,200,012 | 622,031 | 720,002 | 2,542,044 | | Roberto Khoury | 1,020,006 | 526,840 | 612,009 | 2,158,854 | | Abbie Lennox(3) | 499,996 | 259,166 | 535,007 | 1,294,168 | | Charles Atkinson | 875,000 | 453,548 | 525,005 | 1,853,553 | | Ronald Janish | 424,995 | 220,282 | 255,008 | 900,285 | | Triona Schmelter | 950,000 | 492,431 | 570,000 | 2,012,432 |

  90. 2025 – 2027 Annual LTIP Awards

    1.The grants awarded on March 6, 2025 have been excluded from these totals since they were awarded as a portion of AIP for 2024. 2.Award amounts were calculated in accordance with ASC 718. The rTSR PSUs are valued using a Monte Carlo simulation; the value shown in the table above may not be exactly equal to 20% of each executive target LTI due to differences between the per-target-share Monte Carlo value and the closing stock price on the grant date. 3.Ms. Lennox’s RSU amount includes a one-time sign-on equity grant with grant-date fair value of $235,000.

  91. 2025 – 2027 Annual LTIP Awards

    | 2026 Proxy Statement | 59 |

  92. LTIP and Pay-for-Performance

    LTIP and Pay-for-Performance The LTIP is designed to align executive rewards with Perrigo performance and investor expectations, and we believe it is working. When Perrigo’s performance did not meet our targets, LTIP awards paid below target. As outlined in the chart below, taking into account the change in market value of our ordinary shares, only 31% of the 2023 – 2025 regular LTIP award value to our NEOs was realized. * Target amounts were valued using the closing market price of our ordinary shares on the date of grant ($36.96 on March 6, 2023). For RSUs, realized amounts were valued using the closing market price of our ordinary shares on the dates of vest ($28.09 on March 6, 2024; $28.68 on March 6, 2025; $10.72 on March 6, 2026). For PSUs, realized amounts were valued using the closing market price of our ordinary shares on the date of vest ($10.72 on March 6, 2026 and the payout percentage of target shares based on our actual performance (91.2% for OI PSUs and 0% for rTSR PSUs). Analysis reflects awards under our ongoing annual LTI program for 2023 and exclude off-cycle and new-hire awards.

  93. Free Cash Flow Return on Net Sales PSUs

    Free Cash Flow Return on Net Sales PSUs Fifty percent of each executive’s 2025 target annual grant value was in the form of PSUs that may be earned based on Free Cash Flow Return on Net Sales (“FCF/NS”) over a 3-year performance period. The TCC determined that FCF/NS optimally supported our business strategy by holding management accountable for the conversion of net sales into free cash flow, which should ultimately drive shareholder value creation. This metric underscores the importance of driving profitable sales growth while focusing on cash flow. FCF/NS goals at threshold, target and maximum for each of fiscal years 2025, 2026, and 2027 were established at the start of the performance period, reflecting our objective of continuous improvement in this return metric over time. At the end of the 3-year period, and subject to the participants’ continued service through the 3-year performance period, the payout will be based on the average of the payouts resulting from actual performance each year versus the pre-established goals. The following tables summarize the 3-year FCF/NS goals for the 2025-2027 performance period:

  94. Free Cash Flow Return on Net Sales PSUs

    | 60 | Perrigo Company |

  95. 2025-2027 FCF/NS PSU

    2025-2027 FCF/NS PSU

  96. 2025-2027 FCF/NS PSU

    | CY2025 FCF/NS PSU | Year 1 (CY25) | Year 2 (CY26) | Year 3 (CY27) | | Maximum (>=100 bps above target performance pays 200% of Target PSUs) | 6.9% | 7.5% | 8.7% | | Target (100% of metric target performance pays 100% of Target PSUs) | 5.9% | 6.5% | 7.7% | | Threshold (50 bps below target performance pays 50% of Target PSUs) | 5.4% | 6.0% | 7.2% | | Adjusted FCF/Net Sales Attainment | 3.2% | TBD | TBD | | Performance of Metric Target | (270)bps | TBD | TBD | | Payout as % of Target | —% | TBD | TBD | | Projected Payout (3 year average of Payout as % of Target) | | | TBD |

  97. 2025-2027 FCF/NS PSU

    1.FCF/NS PSU attainment for FY2025 reflects actual FY2025 operating cash flow attainment adjusted for items not included in Perrigo's original financial plan, including a currency impact of $3M versus plan, $40M litigation costs and $32M in restructuring costs, FY2025 actual net sales attainment was adjusted for a currency impact of $41M versus plan.

  98. Currency-Neutral Adjusted Operating Income PSUs

    Currency-Neutral Adjusted Operating Income PSUs

  99. 2023-2025 PSU OI Award

    2023-2025 PSU OI Award For the 2023 PSU OI awards, goals for the 3-year period were set up front as follows: the target goal for the 1st year of the 3-year performance period is based on the Board-approved annual financial plan, and the target goals for the 2nd and 3rd years of the 3-year performance period are determined by applying a pre-determined 5% growth rate to the prior year’s actual PSU OI. Earned PSUs are based on the average of the vesting credit for each year in the 3-year performance period. The following table summarizes the 2023-2025 PSU OI goals and actual results for the year, the corresponding payout for each year, and the resulting 3-year average payout for the full performance period.

  100. 2023-2025 PSU OI Award

    | CY2023 PSU OI | Year 1 (CY23) | Year 2 (CY24) | Year 3 (CY25) | | Maximum (>=120% of metric target performance pays 200% of Target PSUs) | $756.0 | $723.6 | $766.7 | | Target (100% of metric target performance pays 100% of Target PSUs) | $630.0 | $603.0 | $638.9 | | Threshold (80% of metric target performance pays 50% of Target PSUs) | $504.0 | $482.4 | $511.1 | | Actual Attainment Baseline for 5% Growth Goal | $574.3 | $608.5 | 622.3 | | PSU OI Attainment | $573.8 | $612.6 | 608.5 | | Performance as % Metric Target | 91% | 102% | 95% | | Payout as % of Target | 78% | 108% | 88% | | Projected Payout (3 year average of Payout as % of Target) | | | 91% |

  101. 2023-2025 PSU OI Award

    1.PSU OI attainment for FY2023 reflects actual FY2023 Adjusted Operating Income attainment adjusted for a currency impact of $.5M versus plan. FY2023 target goal was set at 5% growth over FY2022 Actual Attainment Baseline.

  102. 2023-2025 PSU OI Award

    | 2026 Proxy Statement | 61 |

  103. 2023-2025 PSU OI Award

    2.PSU OI Attainment for FY2024 reflects actual FY 2024 Adjusted Operating Income attainment adjusted for a currency impact of $4.1M versus 2023 actuals. 3.PSU OI Attainment for FY2025 reflects actual FY 2025 Adjusted Operating Income attainment adjusted for a currency impact of $13.8M versus 2024 actuals.

  104. 2024-2026 PSU OI Award

    2024-2026 PSU OI Award For the 2024 grant cycle, the TCC changed the PSU OI program design to further align with investor preference to measure 3-year cumulative PSU OI. Instead of measuring year-over-year growth separately for each year of the 3-year performance period, the 2024-2026 PSU OI awards will be earned based on cumulative PSU OI dollars generated over the 3 fiscal years 2024, 2025 and 2026. Target PSU OI will be the sum of: •Adjusted Operating Income included in the 2024 Annual Financial Plan (“2024 Plan OI”); and •2024 Plan OI x 1.05; and •2024 Plan OI x 1.05 x 1.05. The threshold goal was then set at 80% of this target PSI OI value, which would result in 50% of the target PSUs being earned. No PSUs will be earned if performance is below the threshold goal. The maximum goal was set at 120% of the target PSU OI value, which would result in 200% of the target PSUs being earned. Payout is linearly interpolated for performance between levels. The following tables summarize the 3-year cumulative PSU OI goals for the 2024-2026 performance period:

  105. 2024-2026 PSU OI Award

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

  106. 2024-2026 PSU OI Award

    1.PSU OI attainment for 2024-2026 PSU OI to be available with 2026 year-end financial results and definitive proxy statement.

  107. 2024-2026 PSU OI Award

    | 62 | Perrigo Company |

  108. Relative TSR PSUs

    Relative TSR PSUs 20% of each executive’s target annual grant value is in the form of Relative TSR PSUs ("rTSR PSUs"). The TCC selected rTSR as the applicable long-term performance measure for these PSUs to directly align the interests of the executive team with the long-term market performance of Perrigo’s shares. The inclusion of rTSR-PSUs in the overall LTIP mix also provides a relative external performance metric to balance the internal performance metric of FCF/NS and for prior PSU cycles, PSU OI growth. The number of rTSR PSUs earned can be 0 if the threshold goal is not achieved, or can range from 50% to 200% of the target number of rTSR PSUs based on Perrigo’s TSR performance relative to the companies in TSR comparator group over the three-year performance period, according to the following table:

  109. Relative TSR PSUs

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

  110. Relative TSR PSUs

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

  111. 2023-2025 rTSR PSUs

    2023-2025 rTSR PSUs The performance period for the 2023-2025 rTSR PSUs ended December 31, 2025. The Company’s relative TSR was below the 30th percentile versus the constituents of the S&P 500 (the rTSR comparison group for the 2023-2025 rTSR PSUs), and therefore no shares were earned under this award.

  112. 2023-2025 rTSR PSUs

    | 2026 Proxy Statement | 63 |

  113. 2025-2027 rTSR PSUs

    2025-2027 rTSR PSUs During the review of the rTSR PSU program, the TCC reviewed our comparison group for rTSR performance to ensure it included companies in similar or related industries that would be subject to similar macroeconomic factors as Perrigo. Previously, Perrigo used the full constituents of the S&P 500. For the 2025-2027 rTSR PSUs, the Committee determined that the comparator group would consist of Perrigo's current executive compensation peer companies plus any other members of the S&P 1500 Consumer Staples Index that are categorized in the Personal Care, Packaged Food & Meat or Household Products sub-industries and that have annual revenues between $1 Billion - $20 Billion. For the 2025-2027 performance period, these companies are:

  114. 2025-2027 rTSR PSUs

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

  115. Clawback Policy

    Clawback Policy Our Compensation Recovery Policy provides that in the event Perrigo is required to restate its results due to material noncompliance with financial reporting requirements, the Board will recover certain Incentive-Based Compensation paid to any current or former executive officer. Under the Policy, “Incentive-Based Compensation” includes both cash and equity awards, including both time-based and performance based equity awards. Furthermore, our AIP and Current Plan (including in the LTIP grant documents), and Non- Qualified Deferred Compensation policies include clawback provisions that require Perrigo to recover certain incentive compensation paid to an executive if Perrigo’s financial results are later restated due to the individual’s misconduct, including, without limitation, fraud or knowing illegal conduct. Incentive compensation under these plans and award agreements includes both cash and equity awards, including both time-based and performance based equity awards.

  116. Compensation Risk Assessment

    Compensation Risk Assessment At the TCC's request, FW Cook conducted an assessment of Perrigo’s compensation policies and practices for 2025 to determine whether any practices might encourage excessive risk taking on the part of executives. This assessment included a review of Perrigo’s pay philosophy, competitive position, annual incentive arrangements (including broad-based incentive plans, based on an inventory of such plans that management provided to FW Cook) and long-term incentive arrangements (including RSU and PSU design, as well as potential mitigating factors such as share ownership requirements, caps on incentive plan payouts and recoupment policies). After considering FW Cook’s assessment, the TCC concluded that our compensation programs are designed and administered with the appropriate balance of risk and reward in relation to our overall business strategy and are not designed in such a way to encourage executives and employees to take unnecessary risks that would be reasonably likely to have a material adverse effect on Perrigo.

  117. Benefits and Perquisites

    Benefits and Perquisites Retirement Benefits for US Employees: We offer retirement benefit plans to provide financial security and to facilitate employees’ saving for their retirement. We make annual contributions under our Perrigo Profit-Sharing and Investment Plan for employees, including the executive officers. We also make matching contributions up to the limits as defined in the applicable regulations under our 401(k) Plan to certain of our employees, including the NEOs. Executive Benefits: We provide a limited number of perquisites to our NEOs. Benefits may include executive physical exams, relocation benefits, retirement benefits and financial counseling/tax advice. Non-Qualified Deferred Compensation Plan for US Employees: We maintain a Non-Qualified Deferred Compensation Plan (“Deferred Compensation Plan”) that allows certain executives, including the NEOs, and other management level personnel to voluntarily elect to defer base salary and earned annual incentive awards. Under that plan, we provide annual profit-sharing contributions and matching contributions that cannot be provided under Perrigo’s Profit-Sharing and Investment Plan (“Tax-Qualified Plan”) because of the limitations of Sections 415 and 401(a)(17) of the Code. Code Section 415 limits the total annual additions to a participant’s account under the Tax-Qualified Plan to a specified dollar amount, which was $70,000 for 2025. Code Section 401(a)(17) limits total compensation that can be considered under the Tax-Qualified Plan. This limit was $350,000 for 2025. Due to these limits, certain Perrigo employees would not receive profit-sharing contributions and matching contributions under the Tax-Qualified Plan on their full compensation. Therefore, we provide affected employees who contribute to the Deferred Compensation Plan, including the NEOs, a company match and a profit-sharing contribution under the Deferred Compensation Plan that they would have been eligible for under the Tax-Qualified Plan but for the limitations under the Code. Employment Agreements (Severance Benefits): We typically do not enter into employment agreements with our executives other than our CEO and non-U.S. executives, such as Mr. Khoury, Ms. Lennox, and former employee Mr. Janish, where local laws require it. We entered into an employment agreement with Mr. Lockwood- Taylor when he was appointed as President and CEO in June 2023. In March 2023, based on Mr. Janish's move to Ireland and based on Irish law, we entered into an Irish Employment Agreement with Mr. Janish. When Ms. Lennox joined the Company in 2024, and based on Irish law, we entered into an Irish Employment Agreement, which was amended in December 2024. In May 2024, Mr. Khoury joined the Company, and based on Irish law, we entered into an Irish Employment Agreement with him, which was amended in June 2025. The key compensation terms of these agreements are summarized below. Post-employment payments under employment agreements, as applicable, and the U.S. Severance Policy, and our Change in Control Severance Policy for U.S. Employees and the Perrigo Employee Severance Programme,

  118. Benefits and Perquisites

    Ireland are presented in the section entitled “Potential Payments Upon Termination or Change in Control” beginning on page 77. All other NEOs, except Mr. Lockwood-Taylor, Ms. Lennox, Mr. Khoury and Mr. Janish, are not party to individual employment agreements and instead are subject to our general severance policy.

  119. Mr. Janish

    Mr. Janish Mr. Janish's Irish Employment Agreement became effective in March 2023. In accordance with this employment agreement, Mr. Janish's compensation includes a base salary; participation in the AIP; annual grants of equity under the LTIP; and participation in Perrigo's other employee benefit plans. The Employment Agreement had a fixed term ending on December 31, 2025 and required 3 months' prior notice of termination by both parties. If Mr. Janish were involuntarily terminated by us without cause or voluntarily terminated for good reason (as defined in the Perrigo Employee Severance Programme, Ireland), he would receive cash severance benefits and continued vesting of stock-based awards for 36 months. The agreement contains confidentiality provisions. The agreement also contains relocation support consistent with what is required to enable a standard international relocation on a fixed term basis. Under the Compromise Waiver Agreement, dated June 2, 2025, we and Mr. Janish reached mutual agreement regarding his exit from the organization as a result of ending of his fixed term agreement. As agreed, Mr. Janish stepped down from his current position as EVP, Global Operations and Supply Chain of the Company, effective June 23, 2025. Following such date, Mr. Janish continued in an advisory capacity until September 30, 2025. Under the Compromise Waiver Agreement, Mr. Janish’s employment agreement terminated on August 31, 2025 and Mr. Janish received cash severance pay consistent with the Employee Severance Programme, Ireland and immediate and continued vesting of stock-based awards as he was eligible for retirement treatment per the terms of the LTIP.

  120. Ms. Schmelter

    Ms. Schmelter In connection with her separation due to the elimination of her role, the Company entered into a Waiver and Release Agreement with Ms. Schmelter on June 30, 2025, pursuant to which Ms. Schmelter stepped down from her position as EVP & President, Consumer Self-Care Americas on June 30, 2025, and transitioned to an advisory role until October 31, 2025. The agreement provides that, subject to her execution of a supplemental release of claims, Ms. Schmelter will receive the severance benefits pursuant to the Perrigo Company plc U.S. Severance Policy, as described in more detail below.

  121. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of our named executive officers for 2025, 2024 and 2023.

  122. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Patrick Lockwood-Taylor CEO, President | 2025 | 1,223,333 | — | 6,990,564 | 687,250 | 141,456 | 9,042,603 | | | 2024 | 1,200,000 | — | 6,252,342(6) | 305,760 | 36,727 | 7,794,829 | | | 2023 | 604,615 | — | 4,300,008 | 1,080,000 | 83,346 | 6,067,969 | | Eduardo Bezerra EVP, CFO | 2025 | 777,777 | — | 2,542,044 | 265,000 | 84,794 | 3,669,615 | | | 2024 | 755,300 | — | 2,278,391(6) | 129,846 | 76,259 | 3,239,796 | | | 2023 | 721,000 | — | 1,854,825 | 436,800 | 38,767 | 3,051,392 | | Roberto Khoury(5) EVP, Chief Commercial Officer | 2025 | 659,475 | — | 2,158,854 | 254,000 | 75,058 | 3,147,388 | | | 2024 | 325,067 | — | 1,193,413 | 285,695 | 91,939 | 1,896,114 | | Abbie Lennox(5) EVP, Chief Scientific Officer | 2025 | 648,039 | 767,411 | 1,294,168 | 200,000 | 79,463 | 2,989,082 | | Charles Atkinson EVP, General Counsel and Secretary | 2025 | 760,000 | — | 1,853,553 | 268,000 | 20,300 | 2,901,853 | | Ronald Janish(5) Former EVP, Global Operations & Supply Chain & CTO | 2025 | 507,866 | — | 900,285 | — | 3,228,823 | 4,636,974 | | | 2024 | 595,361 | — | 1,040,632(6) | 88,055 | 768,863 | 2,492,912 | | | 2023 | 622,913 | — | 875,904 | 294,824 | 439,078 | 2,232,720 | | Triona Schmelter Former EVP, President CSCA | 2025 | 631,250 | — | 2,012,432 | 163,000 | 815,582 | 3,622,264 | | | 2024 | 750,000 | — | 1,981,051(6) | 85,278 | 22,857 | 2,839,185 |

  123. Summary Compensation Table

    1. Excludes the Annual Bonus (captured in the column “Non-Equity Incentive Plan Compensation”). For Ms. Lennox, represents her sign-on bonuses of $767,411, in 2025. 2.Represents the full grant date fair value of stock awards granted in the years shown, calculated in accordance with U.S. GAAP. Stock awards include RSUs and PSUs. For the PSUs, the amounts reported for FCF/NS PSUs in 2025 and PSU OI in 2024 and 2023 were valued assuming payout at target performance of 100% (the probable outcome of the relevant performance conditions as of the grant date), and the amounts reported for rTSR PSUs was based on the Monte Carlo value of the awards as of the grant date. RSUs granted in March 2025 as part of the AIP bonus earned for 2024 are reported here for 2024. See the Grants of Plan-Based Awards for 2025 table for additional information regarding the full grant date fair value for all stock awards. The value of the PSU awards for 2025 assuming the highest level of performance conditions will be achieved for each NEO is as follows: Mr. Lockwood-Taylor, $10,021,131; Mr. Bezerra, $3,644,085; Mr. Khoury, $3,093,691; Ms. Lennox, $1,518,323; Mr. Atkinson, $2,657,096; Mr. Janish, $1,290,555; Ms. Schmelter, $2,884,864. Additional weighted average valuation assumptions related to stock awards are included in the stockholders' equity note of the audited financial statements included in our Annual Report on Form 10-K for the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023. Award amounts were calculated in accordance with ASC 718. 3.The compensation amounts set forth in the “Non-Equity Incentive Plan Compensation” column represent the AIP bonus earned for the relevant fiscal year period as described in the Compensation Discussion and Analysis section entitled 2025 Executive Compensation Program in Detail – Annual Incentive Award Opportunities. For 2024, one-third of these amounts was paid in cash and the remaining

  124. Summary Compensation Table

    | 70 | Perrigo Company |

  125. Summary Compensation Table

    two-thirds, plus a 10% premium, was paid in AIP Bonus RSU Award. The amount shown in the table above for 2024 reflects the cash equivalent value. 4.The 'All Other Compensation Detail' table below discloses the compensation amounts set forth in the “All Other Compensation” column of the Summary Compensation Table. 5.Amounts paid to Mr. Janish, Mr. Khoury and Ms. Lennox were converted to U.S. dollars based on foreign currency exchange rates on December 31, 2025 of 0.8514. 6. For 2024, this amount includes the grant fair date value, calculated in accordance with ASC 718, of the AIP Bonus RSU Award issued to such executive in March 2025, which represented 2/3 of the earned AIP bonus amount for each executive, plus a 10% premium. The fair values of such awards were as follows: Mr. Lockwood-Taylor, $672,672; Mr. Bezerra, $285,661; Mr. Janish, $193,720; Ms. Schmelter, $187,612.

  126. Grants of Plan-Based Awards for 2025

    Grants of Plan-Based Awards for 2025 The following table provides information regarding equity and non-equity awards granted to the named executive officers during 2025.

  127. Grants of Plan-Based Awards for 2025

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(3) | | | Estimated Future Payouts Under Equity Incentive Plans(4) | | | All Other Stock Awards # of units(5) | Grant Date Fair Value of Stock Awards ($)(6) | | Name | Grant Date(1) | | Award Date(2) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Patrick Lockwood- Taylor | — | — | — | 775,000 | 1,550,000 | 3,100,000 | — | — | — | — | — | | | 6/6/2025(7) | | 2/17/2025 | — | — | — | 25,230 | 50,459 | 100,918 | — | 1,710,560 | | | 6/6/2025(8) | | 2/17/2025 | — | — | — | 63,074 | 126,147 | 252,294 | — | 3,300,006 | | | 3/6/2025(9) | | 2/17/2025 | — | — | — | — | — | — | 23,454 | 672,661 | | | 6/6/2025(10) | | 2/17/2025 | — | — | — | — | — | — | 75,688 | 1,979,998 | | Eduardo Bezerra | — | — | — | 314,933 | 629,866 | 1,259,731 | — | — | — | — | — | | | 6/6/2025(7) | | 2/17/2025 | — | — | — | 9,175 | 18,349 | 36,698 | — | 622,031 | | | 6/6/2025(8) | | 2/17/2025 | — | — | — | 22,936 | 45,872 | 91,744 | — | 1,200,012 | | | 3/6/2025(9) | | 2/17/2025 | — | — | — | — | — | — | 9,960 | 285,653 | | | 6/6/2025(10) | | 2/17/2025 | — | — | — | — | — | — | 27,523 | 720,002 | | Roberto Khoury | — | — | — | 290,553 | 581,106 | 1,162,212 | — | — | — | — | — | | | 6/6/2025(7) | | 2/17/2025 | — | — | — | 7,034 | 14,067 | 28,134 | — | 476,871 | | | 7/8/2025(7) | | 6/19/2025 | — | — | — | 737 | 1,474 | 2,948 | — | 49,969 | | | 6/6/2025(8) | | 2/17/2025 | — | — | — | 17,584 | 35,168 | 70,336 | — | 919,995 | | | 7/8/2025(8) | | 6/19/2025 | — | — | — | 1,843 | 3,685 | 7,370 | — | 100,011 | | | 6/6/2025(10) | | 2/17/2025 | — | — | — | — | — | — | 21,101 | 552,002 | | | 7/8/2025(10) | | 6/19/2025 | — | — | — | — | — | — | 2,211 | 60,007 |

  128. Grants of Plan-Based Awards for 2025

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  129. Grants of Plan-Based Awards for 2025

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(3) | | | Estimated Future Payouts Under Equity Incentive Plans(4) | | | All Other Stock Awards # of units(5) | Grant Date Fair Value of Stock Awards ($)(6) | | Name | Grant Date(1) | | Award Date(2) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Abbie Lennox | — | — | — | 211,971 | 423,943 | 847,886 | — | — | — | — | — | | | 6/6/2025(7) | | 2/17/2025 | — | — | — | 3,823 | 7,645 | 15,290 | — | 259,166 | | | 6/6/2025(8) | | 2/17/2025 | — | — | — | 9,557 | 19,113 | 38,226 | — | 499,996 | | | 2/7/2025(11) | | 8/06/2024 | — | — | — | — | — | — | 9,553 | 235,004 | | | 6/6/2025(10) | | 2/17/2025 | — | — | — | — | — | — | 11,468 | 300,003 | | Charles Atkinson | — | — | — | 266,000 | 532,000 | 1,064,000 | — | — | — | — | — | | | 6/6/2025(7) | | 2/17/2025 | — | — | — | 6,690 | 13,379 | 26,758 | — | 453,548 | | | 6/6/2025(8) | | 2/17/2025 | — | — | — | 16,724 | 33,448 | 66,896 | — | 875,000 | | | 6/6/2025(10) | | 2/17/2025 | — | — | — | — | — | — | 20,069 | 525,005 | | Ronald Janish | — | — | — | 223,881 | 447,763 | 895,525 | — | — | — | — | — | | | 6/6/2025(7) | | 2/17/2025 | — | — | — | 3,249 | 6,498 | 12,996 | — | 220,282 | | | 6/6/2025(8) | | 2/17/2025 | — | — | — | 8,123 | 16,246 | 32,492 | — | 424,995 | | | 3/6/2025(9) | | 2/17/2025 | — | — | — | — | — | — | 6,755 | 193,733 | | | 6/6/2025(10) | | 2/17/2025 | — | — | — | — | — | — | 9,748 | 255,008 | | Triona Schmelter | — | — | — | 325,125 | 650,250 | 1,300,500 | — | — | — | — | — | | | 6/6/2025(7) | | 2/17/2025 | — | — | — | 7,263 | 14,526 | 29,052 | — | 492,431 | | | 6/6/2025(8) | | 2/17/2025 | — | — | — | 18,158 | 36,315 | 72,630 | — | 950,000 | | | 3/6/2025(9) | | 2/17/2025 | — | — | — | — | — | — | 6,542 | 187,625 | | | 6/6/2025(10) | | 2/17/2025 | — | — | — | — | — | — | 21,789 | 570,000 |

  130. Grants of Plan-Based Awards for 2025

    1.Actual date of grant. 2.Date on which the TCC approved the award. 3.These columns show the dollar range of potential payout for fiscal 2025 performance under the Annual Incentive Bonus Plan as described in the section titled 2025 Executive Compensation Program in Detail - Annual Incentive Award Opportunities in the Compensation Discussion and Analysis. The target values are based on a percentage of each executive's salary. The maximum incentive award opportunity for any individual participant was 200% of the target award. In addition, the TCC, or the Board in the case of the CEO, had the discretion to adjust any named executive officer's award up by as much as 50% or down by as much as 100% based on

  131. Grants of Plan-Based Awards for 2025

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  132. Grants of Plan-Based Awards for 2025

    individual performance. The actual payments for fiscal 2025 non-equity incentive awards are shown in the Summary Compensation Table in the column titled "Non-Equity Incentive Plan Compensation." 4.These columns show the range of performance-based restricted stock units that were granted in fiscal 2025 and that could be earned in fiscal 2028 under the LTIP, depending on whether specific performance goals are achieved over a three-year applicable performance period, as described in the section titled 2025 Executive Compensation Program in Detail - Long-term Incentive Award Opportunities in the Compensation Discussion and Analysis. Earned awards, if any, can range from 0% to 200% of the target number of shares. 5.This column shows the service-based RSUs granted during 2025. 6.Amounts are computed in accordance with U.S. GAAP and are included in the Summary Compensation Table in the applicable columns titled "Stock Awards". For the FCF/NS PSU awards, the amounts disclosed are computed based on a target performance of 100%, which is the probable outcome of the relevant performance conditions as of the June 6, 2025 grant date. The grant-date fair value of the FCF/NS PSU awards was $26.16 per target share. For the rTSR PSUs, the amounts disclosed reflect the Monte Carlo value of the award as of the June 6, 2025 grant date. The grant-date fair value of the rTSR PSU awards was $33.90 per target share. 7.Grant of rTSR PSU. 8.Grant of FCF/NS PSU. 9.Grant of RSUs as part of 2024 AIP payments, which were issued in March 2025 but were reported in the Summary Compensation Table for 2024. These awards vest in two equal installments on each grant anniversary. 10.Grant of RSUs as part of annual LTIP awards. These awards vest in three equal installments on each grant anniversary. 11.Grant of RSUs as part of one-time, make whole compensation to offset what was forfeited at her previous company. These awards vest in three equal installments on each grant anniversary.

  133. Outstanding Equity Awards at 2025 Year End

    Outstanding Equity Awards at 2025 Year End The following table sets forth information detailing the outstanding equity awards held on December 31, 2025, by each of our NEOs.

  134. Outstanding Equity Awards at 2025 Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Option / Stock Award Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Units of Stock That Have Not Vested (#)(2)(4)(5) | Market Value of Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Units That Have Not Vested ($)(3) | | Patrick Lockwood- Taylor | 7/10/2023 | — | — | — | — | 42,171 | 587,020 | — | — | | | 4/5/2024 | — | — | — | — | 35,668 | 496,499 | 116,224 | 1,617,838 | | | 3/6/2025(6) | — | — | — | — | 23,454 | 326,480 | — | — | | | 6/6/2025 | — | — | — | — | 75,688 | 1,053,577 | 134,557 | 1,873,033 |

  135. Outstanding Equity Awards at 2025 Year End

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  136. Outstanding Equity Awards at 2025 Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Option / Stock Award Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Units of Stock That Have Not Vested (#)(2)(4)(5) | Market Value of Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Units That Have Not Vested ($)(3) | | Eduardo Bezerra | 3/6/2023 | — | — | — | — | 36,830 | 512,674 | — | — | | | 4/5/2024 | — | — | — | — | 12,738 | 177,313 | 41,508 | 577,791 | | | 3/6/2025(6) | — | — | — | — | 9,960 | 138,643 | — | — | | | 6/6/2025 | — | — | — | — | 27,523 | 383,120 | 48,930 | 681,106 | | Roberto Khoury | 6/7/2024 | — | — | — | — | 13,847 | 192,750 | 19,418 | 270,299 | | | 6/6/2025 | — | — | — | — | 21,101 | 293,726 | 37,512 | 522,167 | | | 7/8/2025 | — | — | — | — | 2,211 | 30,777 | 3,931 | 54,720 | | Abbie Lennox | 2/7/2025 | — | — | — | — | 9,553 | 132,978 | — | — | | | 6/6/2025 | — | — | — | — | 11,468 | 159,635 | 20,387 | 283,787 | | Charles Atkinson | 6/6/2025 | — | — | — | — | 20,069 | 279,360 | 35,678 | 496,638 | | Ronald Janish | 2/26/2016 | 4,558 | — | 129.23 | 46,079 | — | — | — | — | | | 6/6/2017 | 9,586 | — | 70.34 | 46,544 | — | — | — | — | | | 3/8/2018 | 8,679 | — | 85.06 | 46,820 | — | — | — | — | | | 3/6/2023 | — | — | — | — | 15,093 | 210,095 | — | — | | | 4/5/2024 | — | — | — | — | — | — | 17,641 | 245,563 | | | 6/6/2025 | — | — | — | — | — | — | 17,329 | 241,220 | | Triona Schmelter | 10/6/2023 | — | — | — | — | 14,896 | 207,352 | — | — | | | 4/5/2024 | — | — | — | — | 11,464 | 159,579 | 37,357 | 520,009 | | | 3/6/2025(6) | — | — | — | — | 6,542 | 91,065 | — | — | | | 6/6/2025 | — | — | — | — | 21,789 | 303,303 | 38,736 | 539,205 |

  137. Outstanding Equity Awards at 2025 Year End

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  138. Outstanding Equity Awards at 2025 Year End

    1.For better understanding of this table, this column has been added to show the grant date of all stock options and equity awards outstanding at fiscal year-end. 2.Includes performance shares issued in 2023 which have completed the performance-based portion of the vesting requirement but have not yet completed the time-based requirement. 3.The market value of these unvested awards was calculated using the closing price of our ordinary shares as of December 31, 2025, which was $13.92. 4. Service-based restricted stock units are earned and vest at each service vesting date. Performance-based restricted stock units are earned and vest, if at all, three years from the grant date, depending on our performance over three full years for the fiscal 2023, 2024, and 2025 grants, as more fully described in the section entitled 2025 Executive Compensation Program in Detail - Long-Term Incentive Award Opportunities in the Compensation Discussion and Analysis. As of December 31, 2025, the number of unearned units for the 2023 award was calculated using vesting credits of 78%, 108%, and 88% for 2023, 2024, and 2025, respectively; the number of unearned units for the 2024 award was calculated using vesting credits 90% and 81% for 2024 and 2025, respectively, and assuming 100% for 2026; the number of unearned units for the 2025 award was calculated using a vesting credit of 0% for 2025, and assuming 100% for 2026 and 2027. 5.Unless otherwise indicated, all RSUs vest in three equal installments on each grant anniversary. 6.These RSU awards vest in two equal installments on each grant anniversary.

  139. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table provides information for each NEO concerning the vesting of restricted stock during 2025. No NEO exercised options in 2025.

  140. Option Exercises and Stock Vested in 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Patrick Lockwood-Taylor | 62,550 | 1,696,648 | | Eduardo Bezerra | 42,509 | 1,168,044 | | Roberto Khoury | 10,868 | 284,307 | | Abbie Lennox | — | — | | Charles Atkinson | — | — | | Ronald Janish | 49,519 | 1,239,892 | | Triona Schmelter | 7,703 | 194,274 |

  141. Option Exercises and Stock Vested in 2025

    1.Represents service-based RSUs and PSUs issued under the LTIP. 2.The value realized on vesting was calculated using the closing price of Perrigo shares on the day the awards vested.

  142. Option Exercises and Stock Vested in 2025

    | 76 | Perrigo Company |

  143. Non-Qualified Deferred Compensation in 2025

    Non-Qualified Deferred Compensation in 2025 The Deferred Compensation Plan allows participants to defer as much as 80% of base salary and 100% of incentive compensation with no dollar amount cap. Participation in the plan is limited to the executive officers (including the NEOs) and other management level personnel. Amounts deferred under the Deferred Compensation Plan earn a return based on measurement funds made available to participants, which are determined by the retirement plan committee. These measurement funds mirror several of the investment choices available in our 401(k) Plan, with the exception of Company stock and Target Date Funds, which are not an investment option in the Deferred Compensation Plan. There are also model portfolios in the Deferred Compensation Plan that are not in the 401(k) Plan. Participants elect the form and timing of distributions of their Deferred Compensation Plan deferrals prior to the year in which it is deferred. Participants may change their distribution elections, however, changes must be made 12 months in advance and are subject to a 5-year delay. Participants may elect in-service distributions to be paid in a lump sum up to 5 annual installments; in- service deferrals must remain in the Deferred Compensation Plan for at least 3 years prior to distribution. Participants may elect to receive their retirement/termination distributions in a lump sum or annual installments (up to 15 years) upon separation from service. If a participant’s in-service distribution was not paid prior to a separation from service, the in-service distribution will be paid according to their retirement/termination distribution election. All participants with an account balance subject to Section 409A of the Internal Revenue Code may not begin receiving retirement/termination distributions earlier than the first day of the 7th month following a separation from service. The following table sets forth information relating to the Deferred Compensation Plan.

  144. Non-Qualified Deferred Compensation in 2025

    | Name | Executive Contributions in Last FY ($)(1) | Perrigo Contributions in Last FY ($)(2) | Aggregate Earnings (Losses) in Last FY ($)* | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FY ($)(3) | | Patrick Lockwood-Taylor | 343,839 | 116,100 | 1,438,260 | — | 1,919,482 | | Eduardo Bezerra | 57,080 | 50,826 | 279,071 | — | 579,730 | | Roberto Khoury | — | — | — | — | — | | Abbie Lennox | — | — | — | — | — | | Charles Atkinson | — | — | — | — | — | | Ronald Janish | — | — | 536,343 | — | 1,658,426 | | Triona Schmelter | — | 16,219 | 2,419 | — | 18,638 |

  145. Non-Qualified Deferred Compensation in 2025

    1.Of the total amounts shown in this column, the following amounts are included in the Summary Compensation Table as 2025 salary: Mr. Lockwood-Taylor, $48,933; Mr. Bezerra, $31,111; and the following additional amounts are included for 2025 in the Summary Compensation Table in the column titled Non-Equity Incentive Plan Compensation: Mr. Lockwood-Taylor, $294,906; Mr. Bezerra, $25,969. 2.These amounts are included in the Summary Compensation Table as All Other Compensation in the column “Registrant Contributions to Non-Qualified Plans.” 3.In addition to the amounts in footnote 1, this column includes the following amounts included in the Summary Compensation Table in the columns titled (i) Salary (for fiscal year 2024): Mr. Lockwood-Taylor, $48,000; Mr. Bezerra, $30,212; (ii) Non-Equity Incentive Plan Compensation (for fiscal year 2024): Mr. Lockwood-Taylor, $1,041,662; Mr. Bezerra, $87,360; (i) Salary (for fiscal year 2023): Mr. Lockwood-Taylor, $20,000; Mr. Bezerra, $28,840; Mr. Janish, $8,671; (ii) Non-Equity Incentive Plan Compensation (for fiscal year 2023): Mr. Bezerra, $109,995; Mr. Janish, $11,008. * We do not pay above-market or preferential interest or earnings on amounts deferred under the Deferred Compensation Plan.

  146. Non-Qualified Deferred Compensation in 2025

    | 2026 Proxy Statement | 77 |

  147. Potential Payments Upon

    Potential Payments Upon

  148. Termination or Change-in-Control

    Termination or Change-in-Control All of our current NEOs participate in our AIP and LTIP and all but Messrs. Janish and Khoury and Ms. Lennox have the ability to participate in our Deferred Compensation Plan. In addition, all of our current NEOs, other than Messrs. Lockwood-Taylor, Janish and Khoury and Ms. Lennox, are covered by our U.S. Severance Policy, and our Change in Control Severance Policy for U.S. Employees. These plans and policies may require us to provide compensation to these officers in the event of a termination of employment or a change-in-control of Perrigo. Mr. Lockwood-Taylor's agreement provides that he would receive compensation under his respective employment agreement in the event of a termination of employment or a change-in-control of Perrigo; however, any severance benefits payable under his agreement will only occur in the event of a termination of employment that, when following a change-in-control of Perrigo, results in a “double trigger” for severance benefits. The TCC retains discretion to provide additional benefits to executive officers upon termination or resignation if it determines the circumstances so warrant. The following table sets forth the expected benefits to be received by each current NEO, in addition to the amounts shown in the Non-Qualified Deferred Compensation 2025 table on page 76 in the event of termination resulting from various scenarios and assuming a termination date of December 31, 2025, the last business day of 2025, and a stock price of $13.92, our closing stock price on that date. For Mr. Janish and Ms. Schmelter, this table shows actual benefits received upon the termination of their employment on September 30, 2025, and October 31, 2025, respectively. Assumptions and explanations of the numbers included in the table below are set forth in the footnotes to, and in additional text following, the table. Assumptions and explanations of the numbers included in the table below are set forth in the footnotes of, and in additional text following, the table.

  149. Termination or Change-in-Control

    | Name and Benefits | Change in Control(1) ($) | Death, Disability, Retirement(2) ($) | Termination for Cause or Without Good Reason ($) | Termination Without Cause or for Good Reason(3) ($) | Involuntary Termination for Economic Reasons(4) ($) | | Patrick Lockwood-Taylor | | | | | | | Cash | 5,580,000 | 1,550,000 | — | 4,185,000 | 4,185,000 | | Equity Awards | | | | | | | Service-Based Restricted Stock | 2,270,839 | 2,270,839 | — | 2,270,839 | 2,270,839 | | Performance-Based Restricted Stock | 4,407,364 | 3,683,608 | — | 4,407,364 | 4,407,364 | | Stock Options | — | — | — | — | — | | Other Benefits(5) | 28,800 | — | — | 28,800 | 28,800 | | Total Estimated Incremental Value | 12,287,004 | 7,504,447 | — | 10,892,004 | 10,892,004 |

  150. Termination or Change-in-Control

    | 78 | Perrigo Company |

  151. Termination or Change-in-Control

    | Name and Benefits | Change in Control(1) ($) | Death, Disability, Retirement(2) ($) | Termination for Cause or Without Good Reason ($) | Termination Without Cause or for Good Reason(3) ($) | Involuntary Termination for Economic Reasons(4) ($) | | Eduardo Bezerra | | | | | | | Cash | 2,834,395 | 629,866 | — | 787,332 | 787,332 | | Equity Awards | | | | | | | Service-Based Restricted Stock | 766,867 | 766,867 | — | 766,867 | 639,165 | | Performance-Based Restricted Stock | 1,989,140 | 1,703,780 | — | 1,989,140 | 564,906 | | Stock Options | — | — | — | — | — | | Other Benefits(5) | 34,200 | — | — | 34,200 | 34,200 | | Total Estimated Incremental Value | 5,624,602 | 3,100,512 | — | 3,577,539 | 2,025,603 | | Roberto Khoury | | | | | | | Cash | 3,161,900 | 581,106 | — | 3,161,900 | 3,161,900 | | Equity Awards | | | | | | | Service-Based Restricted Stock | 517,253 | 517,253 | — | 517,253 | 409,095 | | Performance-Based Restricted Stock | 1,047,508 | 847,185 | — | 1,047,508 | 118,982 | | Stock Options | — | — | — | — | — | | Other Benefits(5) | 15,000 | — | — | 15,000 | 15,000 | | Total Estimated Incremental Value | 4,741,661 | 1,945,544 | — | 4,741,661 | 3,704,977 | | Abbie Lennox | | | | | | | Cash | 2,690,407 | 423,943 | — | 2,690,407 | 2,690,407 | | Equity Awards | | | | | | | Service-Based Restricted Stock | 292,612 | 292,612 | — | 292,612 | 195,089 | | Performance-Based Restricted Stock | 372,471 | 283,787 | — | 372,471 | — | | Stock Options | — | — | — | — | — | | Other Benefits(5) | 15,000 | 15,000 | — | 15,000 | 15,000 | | Total Estimated Incremental Value | 3,370,491 | 1,015,342 | — | 3,370,491 | 2,900,496 |

  152. Termination or Change-in-Control

    | 2026 Proxy Statement | 79 |

  153. Termination or Change-in-Control

    | Name and Benefits | Change in Control(1) ($) | | Death, Disability, Retirement(2) ($) | Termination for Cause or Without Good Reason ($) | Termination Without Cause or for Good Reason(3) ($) | Involuntary Termination for Economic Reasons(4) ($) | | Charles Atkinson | | | | | | | | Cash | 2,584,000 | | 532,000 | — | 760,000 | 760,000 | | Equity Awards | | | | | | | | Service-Based Restricted Stock | 279,360 | | 279,360 | — | 279,360 | 186,250 | | Performance-Based Restricted Stock | 651,832 | | 496,638 | — | 651,832 | — | | Stock Options | — | | — | — | — | — | | Other Benefits(5) | 34,200 | | 34,200 | — | 34,200 | 34,200 | | Total Estimated Incremental Value | 3,549,392 | | 1,342,198 | — | 1,725,392 | 980,450 | | Ronald Janish | | | | | | | | Cash | — | — | — | — | 2,880,748 | — | | Equity Awards | | | | | | | | Service-Based Restricted Stock | — | — | — | — | — | — | | Performance-Based Restricted Stock | — | — | — | — | 804,465 | — | | Stock Options | — | — | — | — | — | — | | Other Benefits | — | — | — | — | 237,275 | — | | Total Estimated Incremental Value | — | — | — | — | 3,922,488 | — | | Triona Schmelter | | | | | | | | Cash | — | | — | — | 774,572 | — | | Equity Awards | | | | | | | | Service-Based Restricted Stock | — | | — | — | 581,355 | — | | Performance-Based Restricted Stock | — | | — | — | 1,458,217 | — | | Stock Options | — | | — | — | — | — | | Other Benefits | — | | — | — | 4,100 | — | | Total Estimated Incremental Value | — | | — | — | 2,818,244 | — |

  154. Termination or Change-in-Control

    1.In the event of termination in connection with a change in control, all currently serving NEOs will receive immediate vesting on all equity vehicles (value at target for PSUs). Additionally, Mr. Lockwood-Taylor, Mr. Bezerra and Mr. Atkinson will receive two times the sum of

  155. Termination or Change-in-Control

    | 80 | Perrigo Company |

  156. Termination or Change-in-Control

    salary and annual bonus, plus a pro-rated bonus, if applicable; Mr. Khoury, and Ms. Lennox will receive the same amount as in the event of termination without cause or involuntary termination for economic reasons. PSUs vest immediately at 100% of target. 2.In the event of death, disability or retirement, all NEOs will receive immediate vesting on RSUs and NQSOs. PSUs will vest based on actual performance at the end of the original performance periods. PSU amounts calculated at 100% of target for incomplete future years. 3.In the event of termination without cause or for good reason, Mr. Lockwood-Taylor's severance treatment is determined by his respective agreement; Mr. Bezerra's, Mr. Atkinson’s and Ms. Schmelter's by the Perrigo Company plc U.S. Severance Policy Amended and Restated Effective February 13, 2019; Ms. Lennox’s, Mr. Khoury's and Mr. Janish’s by the Perrigo Employee Severance Programme, Ireland. RSUs and NQSOs will receive immediate vesting. PSUs vest immediately at 100% of target. 4.In the event of involuntary termination for economic reasons, Mr. Lockwood-Taylor's severance treatment is determined by his respective agreement; Mr. Bezerra's, Mr. Atkinson’s and Ms. Schmelter's by the Perrigo Company plc U.S. Severance Policy Amended and Restated Effective February 13, 2019; Ms. Lennox’s, Mr. Khoury's and Mr. Janish’s by the Perrigo Employee Severance Programme, Ireland. RSUs, PSUs and NQSOs will continue to vest for 24 months under their original vesting schedule. PSUs will vest based on actual performance at the end of the original performance periods. PSU amounts calculated at 100% of target for incomplete future years. 5.Other benefits include: continued COBRA coverage for Mr. Lockwood-Taylor, Mr. Atkinson and Mr. Bezerra; and career transition services for Mr. Lockwood-Taylor, Mr. Atkinson, Mr. Bezerra, Mr. Khoury and Ms. Lennox.

  157. Payments Under the Non-Qualified Deferred Compensation Plan

    Payments Under the Non-Qualified Deferred Compensation Plan If an NEO is terminated for any reason other than death, the executive officer will receive a termination benefit under the Deferred Compensation Plan equal to the executive officer’s account balance. The Non-Qualified Deferred Compensation in 2025 table on page 76 reflects account balances as of the end of 2025. This termination benefit will be paid to the NEO in a lump sum or under an annual installment method of up to 15 years, based on the NEO’s choice when the executive officer began participation in the plan or as the executive officer subsequently changed the election. If the NEO did not make an election with respect to method of payment for a termination benefit, the executive officer will be deemed to have elected to be paid in a lump sum. A lump sum payment of the termination benefit will be made, or annual installments will commence, as of the 1st day of the seventh month following the date the NEO terminates the executive officer’s employment with us. An NEO’s beneficiary will receive a survivor benefit equal to the NEO’s account balance if the NEO dies before the executive officer commences payment under the Deferred Compensation Plan. The survivor benefit will be paid to the NEO’s beneficiary in a lump sum payment as soon as administratively practicable, but in no event later than the last day of the calendar year in which the NEO’s death occurs or, if later, by the 15th day of the third month following the NEO’s death.

  158. CEO Pay Ratio

    CEO Pay Ratio The CEO pay ratio was calculated in accordance with SEC rules and requirements. We identified our median employee in 2025 using target total cash compensation (base salary plus target bonus) for all individuals, excluding the CEO, who were employed by us on December 31, 2025. We believe target total cash compensation is an appropriate, consistently applied, compensation measure by which to identify our median paid employee. We excluded 405 individuals in the following jurisdictions because they represent less than 5% of our total employee population: Czech Republic, Greece, Hong Kong, Hungary, Latvia, and Poland. We included all other employees, whether employed on a full-time or part-time basis, or seasonally. We did not make any assumptions, and we did not make any adjustments. We calculated total compensation for our median employee using the same methodology we use for our named executive officers as set forth in the 2025 Summary Compensation Table in this proxy statement. The total compensation of the median-paid employee, excluding the CEO, was $99,190 for 2025. The total compensation for our current CEO was $9,042,603 for 2025. Therefore, the ratio of CEO pay to median employee pay was 91:1. This information involves reasonable estimates based on employee payroll records and other relevant company information. In addition, SEC rules for identifying the median employee and determining the CEO pay ratio permit companies to employ a wide range of methodologies, estimates and assumptions. As a result, the CEO pay ratios reported by other companies, which may have employed other permitted methodologies or assumptions, and which may have a significantly different work force structure from ours, are likely not comparable to our CEO pay ratio.

  159. CEO Pay Ratio

    | 2026 Proxy Statement | 87 |

  160. Pay Versus Performance

    Pay Versus Performance

  161. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure Provided below is the Company’s “pay versus performance” disclosure as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act. As required by Item 402(v), we have included: •A list of the most important measures that our TCC used in 2025 to link a measure of pay calculated in accordance with Item 402(v) (referred to as “Compensation Actually Paid” or “CAP”) to Company performance; •A table that compares the total compensation of our NEOs as presented in the Summary Compensation Table (“SCT”) to CAP and that compares CAP to specified performance measures; and •Graphs that describe: ◦the relationship between our total shareholder return (“TSR”) and the TSR of the S&P 1500 Consumer Staples Index (“Peer Group TSR”); and ◦the relationships between CAP and our cumulative TSR, GAAP Net Income, and our Company selected measure, PSU OI. This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the executives or how our TCC evaluates compensation decisions in light of Company or individual performance. In particular, our TCC has not used CAP as a basis for making compensation decisions, nor does it use GAAP Net Income as a performance metric in any of our incentive plans. Relative TSR is a performance metric in our long-term incentive plan, but it is measured on a percentile rank basis versus the companies in the S&P 500, while Peer Group TSR in this disclosure is based on the S&P 1500 Consumer Staples Index, which is a market-cap weighted index. Please refer to our ‘Compensation Discussion and Analysis’ section beginning on page 44 for a discussion of our executive compensation program objectives and the ways in which we align executive compensation pay with performance.

  162. Pay Versus Performance Table

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

  163. Pay Versus Performance Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Comp. Table Total for Current CEO ($)(1) | Summary Comp. Table Total for Former CEO ($) | Comp. Actually Paid to Current CEO ($)(2) | Comp. Actually Paid to Former CEO ($) | Average Summary Comp. Table Total for Other NEOs ($)(1) | Average Comp. Actually Paid to Other NEOs ($)(2) | Total Shareholder Return ($)(3) | Peer Group Total Shareholder Return ($)(4) | GAAP Net Income ($mil.)(5) | PSU OI ($mil.)(5)(6) | | 2025 | 9,042,603 | — | 2,858,316 | — | 3,494,529 | 1,909,108 | 37 | 141 | (1,426) | 609 | | 2024 | 7,142,541 | — | 4,949,771 | — | 2,629,204 | 1,932,465 | 65 | 137 | (172) | 613 | | 2023 | 6,067,969 | 10,897,739 | 5,906,451 | 8,784,009 | 2,509,460 | 2,108,923 | 78 | 119 | (13) | 574 | | 2022 | — | 12,810,155 | — | 11,219,259 | 2,823,990 | 2,582,913 | 80 | 118 | (141) | 533 | | 2021 | — | 10,529,261 | — | 5,240,661 | 2,816,541 | 1,954,970 | 89 | 118 | (69) | 472 |

  164. Pay Versus Performance Table

    1.2025 CEO is P. Lockwood-Taylor (current); other NEOs are E. Bezerra, C. Atkinson, R. Janish (former), R. Khoury, A. Lennox, and T. Schmelter (former); 2024 CEO is P. Lockwood-Taylor; other NEOs are E. Bezerra, K. Hanson (former), R. Janish (former), R. Khoury, G. Quinn (former) and T. Schmelter (former); 2023 CEOs are P. Lockwood-Taylor and M. Kessler (former); other NEOs are E. Bezerra, J. Dillard (former), S. Andersen (former), K. Hanson (former) and R. Janish (former); 2022 CEO is M. Kessler (former); other NEOs are E. Bezerra, S. Andersen (former), J. Dillard (former), K. Hanson (former), T. Kingma (former), and R. Silcock (former); 2021 CEO is M. Kessler (former); other NEOs are R. Silcock (former), J. Dillard (former), S. Andersen (former), T. Kingma (former) and S. Kochan (former). 2.The dollar amounts reported represent CAP, as computed in accordance with SEC rules. For all amounts shown in columns (c), the following methods were used to calculate fair value of awards: option awards fair value was determined using a Black-Scholes option- pricing model; restricted stock units (RSUs) fair value was based on PRGO’s closing stock price on each valuation date, including accrued dividend equivalent units; performance stock units (PSUs) fair value assumes estimated performance results as of the end of each reporting year for financial metrics (adjusted operating income was the performance measure for our 2019, 2020, 2021, 2022, 2023, and 2024 PSUs, free cash flow / net sales for our 2025 PSUs) and a Monte Carlo simulation valuation model for market metrics (which were relative TSR vs. the S&P 500 constituents for 2019, 2020, 2021, 2022, 2023, and 2024 PSUs, and vs. custom comparator group for our 2025 PSUs), in accordance with FASB ASC 718. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to the SCT total compensation to determine the CAP values:

  165. Pay Versus Performance Table

    | 2026 Proxy Statement | 89 |

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

    Reconciliation of Summary Compensation Table to Compensation Actually Paid for CEO

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

    | Fiscal Year | Reported Summary Compensation Table Total Compensation for CEO ($) | (Minus) Summary Compensation Table Reported Total Value of Equity Granted to CEO (a) ($) | Plus Year-End Fair Value of Equity Granted During Fiscal Year that is Outstanding and Unvested at Year-End ($) | Plus (Minus) Year-over-Year Change in Fair Value of Awards Granted in Prior Fiscal Years that are Outstanding and Unvested at Year-End ($) | Plus Fair Value at Vesting Date of Awards Granted and Vested During Year ($) | Plus (Minus) Change in Fair Value from Beginning of the Year to Vesting Date of Awards Granted in Any Prior Fiscal Year That Vested During the Year ($) | (Minus) Fair Value of Any Awards Granted in any Prior Fiscal Year that Fail to Meet Vesting Conditions During the Fiscal Year ($) | Equals CEO Cap ($) | | 2025 | 9,042,603 | (6,990,564) | 3,132,956 | (2,436,767) | — | 110,087 | — | 2,858,316 | | 2024 | 7,142,541 | (5,579,670) | 4,133,037 | (488,549) | — | (257,588) | — | 4,949,771 | | 2023 (current) | 6,067,969 | (4,300,008) | 4,138,489 | — | — | — | — | 5,906,451 | | 2023 (former) | 10,897,739 | (10,047,050) | 5,372,539 | (230,666) | 2,730,013 | 665,344 | (603,910) | 8,784,009 | | 2022 | 12,810,155 | (9,750,016) | 9,282,667 | (758,252) | — | (219,914) | (145,380) | 11,219,259 | | 2021 | 10,529,261 | (7,749,994) | 6,504,216 | (1,836,722) | — | (1,135,832) | (1,070,268) | 5,240,661 |

  168. Reconciliation of Summary Compensation Table to Compensation Actually Paid for Average

    Reconciliation of Summary Compensation Table to Compensation Actually Paid for Average