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 his full tenure overlaps Perrigo's severe stock decline; the stock has lost roughly two-thirds of its value over three years while the healthcare sector ETF XLV gained 15%, a gap of 81.5 percentage points that far exceeds the 30-point threshold required to trigger a vote against, and the five-year picture is equally poor, so the 5-year mitigant does not apply.
Mr. Ashford has served as Chairman since 2022 and joined the board in 2020, meaning his full tenure overlaps the severe underperformance period; with Perrigo's stock down 66% over three years while the XLV healthcare ETF rose 15%, the 81.5-percentage-point gap far exceeds the 30-point trigger, and the five-year record is equally weak, leaving no mitigating offset.
Mr. Lockwood-Taylor joined as CEO and director in June 2023, giving him approximately 33 months of board tenure that meaningfully overlaps the underperformance period; Perrigo's stock has lost 66% over three years against a 15% gain for the XLV healthcare ETF, an 81.5-point gap that triggers the against vote, and as the executive director principally responsible for strategy, his accountability is central — this vote is assessed independently from the Say on Pay determination.
Mr. Manzone joined in 2022, so his entire tenure coincides with Perrigo's steep stock decline; the 81.5-point underperformance gap versus XLV triggers the against vote, and the five-year record does not provide a mitigating offset.
Mr. O'Connor has been a director since 2014 and is the longest-tenured nominee on the slate, meaning he has overseen the full arc of the company's performance deterioration; the 81.5-point gap between Perrigo's three-year stock return of -66% and the XLV ETF's +15% far exceeds the 30-point trigger, and the five-year picture is equally poor.
Mr. Parker has served since 2016 and his full tenure overlaps the underperformance period; Perrigo's stock has declined roughly 66% over three years versus a 15% gain for XLV, a gap of 81.5 percentage points that triggers the against vote, and the five-year record provides no offset.
For Analysis
Ms. Brown joined the board in 2023 and has been a director for fewer than 24 months as of this filing, so she is exempt from the TSR underperformance trigger under policy; her background in global supply chain and procurement at large consumer companies is relevant to Perrigo's business.
Mr. Egan joined the board in May 2025, less than one year before the proxy filing, and is fully exempt from the TSR trigger; his 37-year career in public audit at PwC Ireland makes him highly qualified to chair the Audit Committee.
Mr. Samuelson joined the board in January 2025, roughly 14 months before this filing, and is exempt from the TSR underperformance trigger; his background as a longtime CEO and CFO of a global consumer products company is directly relevant to Perrigo's strategy.
Seven of nine nominees — Alford, Ashford, Lockwood-Taylor, Manzone, O'Connor, Parker, and Samuelson — receive an AGAINST vote because their board tenure meaningfully overlaps Perrigo's severe three-year stock underperformance: the stock has lost 66% while the XLV healthcare ETF gained 15%, a gap of 81.5 percentage points that far exceeds the 30-point policy threshold for companies with negative absolute TSR, and the five-year record (-69% vs. XLV) provides no mitigating offset. Brown and Egan, and Samuelson are within the 24-month new-director exemption and receive FOR votes.
Say on Pay
✓ FORCEO
Patrick Lockwood-Taylor
Total Comp
$9,042,603
Prior Support
98%%
The prior year's say-on-pay vote received 98% support, well above the 70% threshold, and the program structure is sound: 87% of the CEO's target pay is variable and at-risk, annual bonuses were paid at only 44% of target reflecting missed financial goals, and the relative TSR performance stock awards paid out at zero because Perrigo finished below the 30th percentile of its comparator group — meaning executives did not collect above-benchmark incentive pay despite poor shareholder returns. CEO total compensation of approximately $9 million is reasonable for a $1.5 billion healthcare company navigating a turnaround, and the pay-for-performance alignment check passes because incentive pay was meaningfully reduced in line with underperformance rather than paid above benchmark.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The filing does not disclose EY's tenure or auditor fee data in the extracted sections, so neither the tenure trigger nor the non-audit fee ratio test can be applied — policy requires confirmed data to vote against on these grounds, so the default FOR vote stands; EY is a Big 4 firm fully adequate for a $1.5 billion public company.
Overall Assessment
The 2026 Perrigo annual meeting is dominated by a serious stock performance problem: the share price has fallen roughly 66% over three years while the XLV healthcare ETF gained 15%, triggering against votes for seven of nine director nominees whose tenures meaningfully overlap that decline, with only the two newest directors (Brown and Egan, both within the 24-month exemption window) and Samuelson receiving support. The Say on Pay proposal passes the policy screen because incentive compensation was paid well below target — annual bonuses at 44% of target and TSR performance awards at zero — demonstrating that the pay structure is functioning as intended even as shareholders have suffered significant losses.
Compensation Peer Group
33 companies disclosed in 2026 proxy filing