PERRIGO PLC (PRGO)
Sector: Health Care
2026 Annual Meeting Analysis
PERRIGO PLC · Meeting: April 30, 2026
Directors FOR
3
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Director Elections
Elect nine director nominees to serve until the 2027 Annual General Meeting of Shareholders
Against Analysis
Mr. Alford has served since 2017 and bears full accountability for Perrigo's severe stock underperformance — the stock lost roughly 71% over three years while the company's own peer group fell only about 26%, a gap of 45 percentage points that far exceeds the 20-point trigger for a company with negative absolute returns; the five-year picture is equally poor, so the mitigant that would downgrade an AGAINST to a FOR does not apply.
Mr. Ashford has chaired the board since May 2022 and joined in 2020, giving him meaningful overlap with the full three-year underperformance period; Perrigo's stock trailed its own peer group by 45 percentage points over three years and by more than 35 percentage points over five years, both exceeding the policy threshold, and as Board Chairman he bears particular responsibility for the governance environment that produced these shareholder outcomes.
Mr. Lockwood-Taylor joined the board in 2023 as President and CEO, and while he has been in the role for just over two years, the policy explicitly applies the TSR trigger to executive directors; Perrigo's stock has fallen roughly 71% over three years against a peer median decline of only about 26%, a 45-percentage-point gap that triggers the policy threshold, and the five-year relative performance is similarly poor — this AGAINST vote on his director seat is separate from the Say on Pay evaluation below.
Mr. Manzone has served since 2022, covering the full three-year underperformance window during which Perrigo's stock trailed its peer group by 45 percentage points; the five-year relative gap also exceeds the policy threshold so no mitigant applies; while the board has addressed the overboarding question and he has a perfect attendance record, the sustained stock underperformance during his tenure triggers a policy-based AGAINST.
Mr. O'Connor is the longest-serving nominee, having joined in 2014, and therefore bears the greatest accountability for the multi-year underperformance; Perrigo's stock trailed its peer group by 45 percentage points over three years and more than 35 percentage points over five years, both exceeding the policy trigger threshold with no mitigating five-year recovery.
Mr. Parker has served since 2016 and has full overlap with the three-year and five-year underperformance periods; the stock trailed the company's own peer group by 45 percentage points over three years and by more than 35 percentage points over five years, both exceeding the applicable policy thresholds, and no five-year mitigant is available.
For Analysis
Ms. Brown joined the board in May 2023, meaning her tenure covers only part of the three-year underperformance window; the policy provides that directors who joined more than 24 months ago but less than three years ago should be flagged but not automatically voted against if their tenure covers less than half the underperformance period, and she brings relevant supply chain and consumer industry experience that is valuable during Perrigo's turnaround.
Mr. Egan was appointed in May 2025, well within the 24-month new-director exemption, so the TSR trigger does not apply to him; he also brings 37 years of audit and assurance experience as a former PwC Ireland partner, making him well-qualified for his incoming role as Audit Committee Chair.
Mr. Samuelson was appointed in January 2025, which is within the 24-month new-director exemption period, so the TSR underperformance trigger does not apply to him; he brings extensive CEO and CFO experience from a large global consumer company and is a constructive addition to the board during Perrigo's turnaround.
The board faces a severe stock underperformance problem: Perrigo's shares fell about 71% over three years while the company's own peer group fell only about 26%, a 45-percentage-point gap that far exceeds the 20-point policy threshold for companies with negative absolute returns, and the five-year picture is equally poor so no mitigant applies. Seven of the nine nominees — all those with meaningful tenure — receive AGAINST votes on this basis. The two newest directors (Egan, appointed May 2025; Samuelson, appointed January 2025) are exempt under the 24-month new-director rule and receive FOR votes.
Say on Pay
✓ FORCEO
Patrick Lockwood-Taylor
Total Comp
$9,042,603
Prior Support
98%%
The CEO received total compensation of approximately $9 million, which is within a reasonable range for a CEO of a $1.3 billion healthcare company in a turnaround; critically, the incentive structure is working as intended — annual bonuses paid out at only about 44% of target due to missed financial goals, the three-year relative TSR performance stock awards paid out at 0% because the stock ranked below the 30th percentile versus peers, and overall LTIP award realizations came in at only about 31% of target grant value due to the steep share price decline. The pay program is predominantly variable and at-risk (87% for the CEO), contains meaningful performance hurdles with multiple metrics, and includes a proper clawback policy, so despite the company's poor stock performance the compensation structure itself is appropriately aligned with shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young LLP is a Big 4 firm that is fully appropriate for a company of Perrigo's size and complexity; the proxy does not clearly disclose EY's tenure or a complete fee breakdown in the provided text, and the policy states that when tenure cannot be confirmed the tenure trigger does not fire — accordingly the default FOR vote applies with no policy triggers activated.
Overall Assessment
This is a highly contentious ballot driven by Perrigo's severe multi-year stock underperformance — the shares lost roughly 71% over three years while the company's own peers fell only about 26%, triggering AGAINST votes on seven of nine director nominees including the CEO and Board Chairman; the Say on Pay vote receives a FOR because the incentive structure itself functioned correctly, with bonuses and performance stock awards paying well below target in line with the poor business results.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing