Independent
Tenure on this board
6.8 yrs
Also a director at
Aptiv PLC (APTV)Oaktree Acquisition Corp III Life Sciences (OACC)Versigent PLC (VGNT)
10 nominees · 3 ballot items.
Elect 10 directors; advisory (non-binding) approval of named executive officer compensation (say-on-pay); ratify Ernst & Young LLP as independent registered public accounting firm for fiscal 2026; and transact other business properly before the meeting.
Election of the 10 nominees named in the proxy statement to serve until the next annual meeting and until their successors are elected and qualified.
Advisory (non-binding) proposal to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.
This proposal requests a non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management seeks shareholder approval to validate its pay-for-performance framework, which ties substantial portions of pay to adjusted EBITDA targets, annual cash incentives, PSUs linked to multi-year absolute stock price growth, and RSUs that promote retention. The Compensation Committee uses peer benchmarking, an independent consultant, and company-specific financial metrics (notably adjusted EBITDA) to set targets and determine awards; the committee also considered the strong 99.4% support in last year’s say-on-pay vote as indicative of shareholder alignment. The advisory vote does not alter current compensation arrangements if it fails, but the Board and Compensation Committee state they will consider the outcome and shareholder feedback when making future compensation decisions. Management emphasizes that its compensation design balances short-term operational incentives with long-term equity-based alignment, including multi-year PSUs with absolute stock-price growth hurdles that vest over three years, and annual bonuses with adjusted EBITDA company performance multipliers. The Board’s recommendation to vote FOR is grounded in the belief that the program attracts and retains leadership, drives execution of strategy (including growth in Specialty, biosimilars, and AvKARE distribution), and aligns executive interests with stockholder value creation through measurable financial and stock-performance conditions. Key contextual factors include the Company’s recent financial performance (8% revenue growth, improved adjusted EBITDA), refinancing to extend maturities to 2032, and ongoing strategic moves into biosimilars and higher-barrier product categories that management says justify incentive structures focused on long-term value. Investors should note the advisory and non-binding nature of the vote, the Compensation Committee’s use of discretion in individual multipliers, and the absence of a direct link to clawbacks beyond the Company’s adopted Clawback Policy; these governance features and compensatory levers will be material inputs for analysts evaluating the efficacy of the program relative to peers and risks associated with execution and regulatory outcomes.
Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.61% | 17,911,292 | $223M |
| 2 | TPG GP A, LLC | 3.86% | 12,328,767 | $153M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.55% | 11,324,933 | $141M |
| 4 | Rubric Capital Management LP | 3.46% | 11,037,589 | $137M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.38% | 7,585,034 | $94M |
| 6 | STATE STREET CORP | 2.13% | 6,794,702 | $84M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 1.66% | 5,303,485 | $66M |
| 8 | BlackRock, Inc. | 1.48% | 4,731,313 | $59M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.25% | 3,976,835 | $49M |
| 10 | MORGAN STANLEY | 1.20% | 3,825,217 | $48M |
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