J. Kevin Buchi
Amneal PharmaceuticalsAbout J. Kevin Buchi
Independent director since Amneal’s 2018 Combination; age 69; BA from Cornell University and Masters of Management from Kellogg School of Management (Northwestern). Former CEO/CFO/COO across major pharma (Cephalon, Teva, TetraLogic), bringing deep operating, finance, and M&A expertise to the board . Determined independent under Nasdaq standards; majority of board and all committees are independent despite “controlled company” status .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cephalon, Inc. | CFO; COO; CEO | CFO 1996–2009; COO Jan–Dec 2010; CEO Dec 2010–Oct 2011 | Led finance and operations; CEO through acquisition by Teva |
| Teva Pharmaceutical Industries Ltd. | Corporate VP, Global Branded Products | Oct 2011–May 2012 | Senior branded leadership post-Cephalon acquisition |
| TetraLogic Pharmaceuticals | President & CEO; Director | Aug 2013–Dec 2016 | Led turnaround and asset sale to Medivir AB |
| Impax Laboratories | Interim President & CEO; Director | Dec 2016–Mar 2017; Director 2016–2018 | Guided integration prior to Amneal Combination |
| BioSpecifics Technologies Corp. | CEO; Director | Oct 2019–Apr 2020 | Short-tenure CEO transitioning company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Benitec Biopharma Ltd. | Director; member remuneration & nominating; audit committee | Since Apr 2013 (current) | Governance and audit oversight at biotech issuer |
| Ampio Pharmaceuticals | Director | Nov 2021–Aug 2024 | Board service at small-cap biotech |
| Dicerna Pharmaceuticals | Director; Chairman of the Board | Aug 2018–Dec 2021 | Led board until acquisition (industry strategic alignment) |
| Ziopharm Oncology | Director | Sep 2020–Mar 2021 | Short-term board engagement |
Board Governance
- Independence: Board confirms Buchi is independent; board committees are entirely independent .
- Committee assignments: Chair, Conflicts Committee (10 meetings in FY2024; highest committee cadence), focusing on related-party approvals and conflict oversight .
- Attendance and engagement: Board held 7 meetings in FY2024; all directors attended at least 75% of board and committee meetings; independent director executive sessions at least twice annually; 2024 annual meeting attended by all directors .
- Controlled company context: Amneal Group retains consent and designation rights; board still chooses not to use Nasdaq governance exemptions, maintaining majority-independent board and independent committees .
Fixed Compensation
| Year | Cash Retainer + Fees ($) | Equity RSU Grant ($) | Total ($) |
|---|---|---|---|
| 2023 | 160,000 | 142,203 | 302,203 |
| 2024 | 139,167 | 250,002 | 389,169 |
Program structure:
- Annual cash retainer: $75,000; Committee fees: Conflicts Chair $25,000; Per-meeting stipend for >6 meetings equals 1/6 of annual committee stipend; Annual RSU grant target $250,000 (Chairman $350,000); RSUs vest 1-year cliff .
- Director stock ownership guideline: minimum 3x annual cash retainer; directors have achieved or are working towards compliance within five years .
Performance Compensation
- No performance-based director pay disclosed; annual director equity is time-based RSUs with 1-year cliff, not PSUs or option performance vesting .
- Anti-hedging and anti-pledging: directors prohibited from hedging; pledging prohibited for directors and executive officers who are not Amneal Group Members (applies to Buchi) .
Other Directorships & Interlocks
| Company | Sector Relationship to AMRX | Potential Interlock/Conflict Notes |
|---|---|---|
| Benitec Biopharma Ltd. | Biotech R&D; not a direct supplier/customer | Committee service indicates governance expertise; no AMRX transaction disclosed |
| Ampio Pharmaceuticals | Biopharma | No AMRX transaction disclosed |
| Dicerna Pharmaceuticals | Biopharma RNAi | Tenure ended 2021; no AMRX transaction disclosed |
| Ziopharm Oncology | Biopharma oncology | No AMRX transaction disclosed |
Expertise & Qualifications
- CEO/General Management; Corporate Development/M&A; Finance & Accounting; International pharmaceutical leadership; formal business education (Kellogg) .
- Conflicts oversight expertise via chairing Conflicts Committee .
Equity Ownership
| As of | Shares Owned | Options Counted (exercisable within 60 days) | RSUs Counted | Total Beneficial | % of Class |
|---|---|---|---|---|---|
| Mar 14, 2025 | 262,072 | 81,397 | 40,258 | 383,727 | <1% (*) |
Notes:
- Footnote indicates shares may be held via family trust .
- Director equity outstanding at 12/31/2024: 40,258 RSUs; 81,397 options .
Governance Assessment
- Strengths: Independent status; chairs Conflicts Committee overseeing related-party transactions; high committee workload signaling active oversight; board maintains independence standards despite controlled company status; strong investor support in director elections .
- Alignment: Meaningful equity component in director pay (2024: ~64% equity, 36% cash based on disclosed dollar values) and stock ownership guideline supports alignment; anti-hedging/anti-pledging policy further reinforces alignment .
- Potential Risks/Red Flags: Controlled company consent and designation rights can concentrate influence; however, board chooses not to rely on Nasdaq exemptions and maintains independent committees; no related-party transactions involving Buchi disclosed; no pledging by Buchi disclosed .
- Attendance: Board-wide engagement adequate (≥75% for each director); executive sessions occur regularly, supporting independent oversight .
Voting Signals
| Item | 2024 | 2025 |
|---|---|---|
| Election – J. Kevin Buchi | For: 253,532,508; Against: 2,069,308; Abstain: 102,475; Broker Non-Votes: 24,065,209 | For: 257,353,899; Against: 2,740,560; Abstain: 227,042; Broker Non-Votes: 29,134,445 |
| Say-on-Pay (Advisory) | For: 254,365,134; Against: 1,199,935; Abstain: 139,222; Broker Non-Votes: 24,065,209 | For: 258,800,579; Against: 1,255,182; Abstain: 265,740; Broker Non-Votes: 29,134,445 |
| Prior proxy disclosure | 2024 say-on-pay support: 99.5% (committee noted strong support) | Frequency vote (2025): 1-year favored (255,051,542 votes) |
Interpretation: Strong election margins and say-on-pay support indicate investor confidence in board oversight and governance, supporting Buchi’s continued role on the board .
Related-Party Oversight
- Conflicts Committee charter grants authority to review and approve qualifying related party transactions; comprised solely of Company Independent Directors; amendments require supermajority approvals including committee majority .
- No specific related-party transactions involving Buchi disclosed in the proxy sections reviewed; Amneal Group pledging noted for Chirag Patel (not applicable to Buchi) .
Director Compensation Structure Details (Program)
| Component | Amount/Terms |
|---|---|
| Annual Cash Retainer | $75,000 |
| Committee Fees | Conflicts Chair $25,000; Member $15,000; Audit Chair/Member $25,000/$15,000; Compensation Chair/Member $20,000/$10,000; Nominating Chair/Member $15,000/$7,500 |
| Per-Meeting Stipend | If >6 meetings per calendar year: additional 1/6 of annual cash stipend per excess meeting |
| Equity | Annual RSU grant target $250,000 (Chairman $350,000); 1-year cliff vesting |
| Ownership Guideline | 3x annual cash retainer; compliance within five years |
Final Notes on Independence and Policy
- Anti-hedging policy prohibits short sales and hedging instruments for directors; pledging prohibited for directors not in Amneal Group; Buchi qualifies under the prohibition .
- Board leadership: independent Chairman (Paul Meister) presides, with executive sessions of independent directors at least twice annually .
(*) Percent-of-class shown as less than 1% in beneficial ownership table .