John Kiely

About John Kiely

Independent director since December 2019; age 66. More than 35 years of financial leadership as a Senior Assurance Partner at PricewaterhouseCoopers (1991–2019) focusing on pharmaceuticals, manufacturing, chemicals, medical devices, and private equity; former PwC U.S. Pharmaceutical Leader, Global Pharmaceutical Assurance Leader, and Private Equity Assurance Leader. Current board roles include Covis Pharmaceutical, Inc. (since April 2020) and Structure Tone Building Group (since 2024); prior public company directorship at Zovio, Inc. (2019–Sept 2022). Holds a B.S. from Saint Francis University. Skills: finance and accounting, M&A, international, general management .

Past Roles

External Roles

Board Governance

• Independence: Board’s Conflicts Committee annually reviews director relationships; Kiely is affirmed independent under Nasdaq rules and has no material relationship with the Company other than board service .
• Committee assignments: Audit Committee Chair; designated “Audit Committee financial expert” by the Board; members in 2024: John Kiely (Chair), Emily Peterson Alva, Deb Autor, J. Kevin Buchi, Jeff George .
• Committee membership table and meetings (FY 2024): Audit (4), Compensation (6), Nominating & Corporate Governance (4), Conflicts (10). Kiely listed as Audit Committee Chair; no other committee assignments .
• Board leadership: Independent Chairman (Paul Meister); Co-CEOs do not hold Board leadership positions; non-Amneal Group Directors have the right to designate a Lead Independent Director, but have not exercised it given independent Chair .
• Attendance: Board held seven meetings in fiscal 2024; each director attended at least 75% of combined Board and committee meetings; all eleven directors attended the 2024 annual meeting; independent directors hold executive sessions at least twice annually .

Fixed Compensation

Director compensation program (structure):

• Annual cash retainer: $75,000; Audit Committee Chair/Member: $25,000/$15,000; Compensation Chair/Member: $20,000/$10,000; Nominating Chair/Member: $15,000/$7,500; Conflicts Chair/Member: $25,000/$15,000; per-meeting stipend applies only for meetings beyond six per committee (1/6th of annual stipend) .
• Annual equity grant (RSUs): Target value $250,000 ($350,000 for Chairman), 1-year cliff vesting; 2024 awards used closing stock price on grant date for valuation .

Performance Compensation

• Non-employee director awards are time-based RSUs; no director PSUs or option awards disclosed for 2024 director grants; performance metrics are not applied to director compensation . | Element | Metric/Condition | Vesting/Measurement | 2024 Detail | |---|---|---|---| | Director RSUs | Time-based (no performance metrics) | 1-year cliff | $250,002 grant-date fair value for Kiely |

Other Directorships & Interlocks

Expertise & Qualifications

• Financial expertise: Designated Audit Committee financial expert under SEC rules; meets Nasdaq financial sophistication requirements .
• Sector and transaction experience: Deep pharma and PE assurance background; finance, accounting, M&A, international operations .
• Governance: Chairs Audit Committee overseeing financial reporting, internal controls, auditor independence, ERM including cyber; Audit met four times in 2024, with executive sessions and pre-approval of audit/non-audit services .

Equity Ownership

• Outstanding shares of Class A common stock: 313,382,260 .
• Outstanding director equity: Kiely had 40,258 RSUs outstanding as of Dec 31, 2024; no options outstanding .
• Director stock ownership guidelines: Minimum 3x annual cash retainer; directors have five years from appointment to comply; all non-employee directors have achieved thresholds or are working toward compliance .

Governance Assessment

• Strengths

  • Independent Audit Chair with SEC “financial expert” designation and extensive pharma audit background—supports investor confidence in financial reporting oversight .
  • Active committee governance: Audit oversight of internal controls, auditor independence, ERM including cyber; regular executive sessions with and without management .
  • Solid engagement: Board met seven times; directors ≥75% attendance; full attendance at annual meeting .
  • Ownership alignment: Annual director RSUs and ownership guidelines (3x retainer) with progress toward compliance; Kiely holds ~307k shares/units .

• Risk indicators and potential conflicts

  • Company is a “controlled company” under Nasdaq; independence is mitigated by majority-independent Board and all-independent committees, but governance rigor relies on Conflicts Committee processes .
  • Related-party transactions exist (e.g., leases and collaborations with entities tied to the Co-CEOs), though none involve Kiely; Conflicts Committee reviews/approves related party transactions .
  • No pledging/hedging disclosures for Kiely; pledging noted for Chirag Patel (context for company risk, not attributable to Kiely) .

• Compensation signals

  • Director cash/equity mix stable; 2024 program reviewed by independent consultant with no structural changes (except grant valuation method reverting to closing price on grant date)—suggests market-aligned oversight without pay inflation .
  • No performance-linked equity for directors (time-based RSUs only), typical for directors and not a red flag .

• Independence and engagement conclusion

  • Kiely’s profile and committee leadership suggest high board effectiveness in financial oversight with limited conflict exposure specific to him; overall controlled-company context warrants continued monitoring of Conflicts Committee processes and related-party governance .

RED FLAGS: None disclosed specific to John Kiely (no related-party transactions, no pledging, independence affirmed) .