Shlomo Yanai

About Shlomo Yanai

Shlomo Yanai (age 72) has served as an independent director of Amneal Pharmaceuticals, Inc. since December 2019. He is the former President and CEO of Teva Pharmaceutical Industries (2007–2012) and previously CEO of Adama (2002–2006). His education includes Harvard Business School’s AMP, an MPA from George Washington University, a B.A. from Tel Aviv University, and graduation from the U.S. National Defense University – War College . The Board has affirmatively determined he is independent under Nasdaq rules; Amneal is a “controlled company” yet maintains a majority-independent Board and fully independent committees .

Past Roles

External Roles

Board Governance

• Independence: The Conflicts Committee annually reviews director relationships; Yanai is independent under Nasdaq rules with no material relationship beyond board service .
• Controlled company context: Despite controlled status, Amneal maintains a majority-independent Board and fully independent committees .
• Board leadership: Independent Chairman (Paul Meister); independent directors meet in executive session at least twice annually .
• Attendance: Board held seven meetings in fiscal 2024; each director attended at least 75% of meetings of the Board and of committees on which they served. All eleven directors attended the 2024 annual meeting . In fiscal 2023, the Board held five meetings with the same ≥75% attendance threshold; all directors attended the 2023 annual meeting .
• Committee assignments (timeline): Yanai served on the Compensation Committee (member) for 2023 and 2024 ; served on the Conflicts Committee throughout fiscal 2024 ; moved from the Conflicts Committee to the Audit Committee in Q1 2025 .
• Committee activity levels (2024): Audit (4 meetings), Compensation (6), Nominating & Corporate Governance (4), Conflicts (10) .

Committee Assignment Timeline

Note: The non-employee director compensation program provides an additional per-meeting stipend for committee meetings attended beyond six per calendar year (equal to 1/6th of the annual committee cash stipend for that committee) . The Conflicts Committee held 10 meetings in 2024, potentially triggering such stipends for members depending on attendance .

Fixed Compensation

Non-Employee Director Program (structure)

Actual Compensation (Yanai)

Program change: In 2023, Amneal used a 2022 12-month average stock price ($3.27) to set director equity grant prices vs. the actual grant-date closing price ($1.86), resulting in grant-date fair values at 57% of target; the company reverted to using grant-date closing price for 2024 awards .

Performance Compensation

Compensation Committee oversight is disclosed via the committee’s annual report signatures (Yanai as a member) .

Other Directorships & Interlocks

Expertise & Qualifications

• CEO, General Management, Commercial
• Investment, Venture Capital
• Senior military leadership experience
• Advanced education (Harvard AMP; MPA, GWU; BA, Tel Aviv; War College)

Equity Ownership

Beneficial Ownership (Yanai)

Outstanding Awards (as of Dec 31, 2024)

Alignment Policies

• Director Stock Ownership Guidelines: Minimum 3x annual cash retainer; five years to achieve for new directors; RSUs count toward compliance; options excluded. All non-employee directors have achieved or are working toward compliance within five years .
• Anti-Hedging: Directors prohibited from hedging Company stock (e.g., collars, swaps, forwards) .
• Anti-Pledging: Directors and executive officers who are not Amneal Group Members are prohibited from pledging Company stock as collateral .

Governance Assessment

• Independence and conflicts oversight: Yanai is affirmatively independent; annual Conflicts Committee review found no material relationship. The Board sustains majority independence and all-independent committees despite controlled company status—positive for investor confidence .
• Committee work and engagement: Membership on the Compensation Committee in 2023–2024 and service on the Conflicts Committee in 2024 (10 meetings) signal active governance engagement; move to Audit Committee in Q1 2025 adds risk oversight (financial reporting, ERM, cyber) exposure .
• Attendance: Board met seven times in 2024; directors met ≥75% attendance thresholds and all attended the annual meeting—adequate engagement signal .
• Pay mix and alignment: 2024 director pay skewed toward equity ($250,002 RSUs vs. $110,000 cash), aligning interests with shareholders; 2023 equity fair value was suppressed by pricing methodology, which was corrected in 2024—a constructive change .
• Ownership: Beneficial ownership is modest (<1%), but RSU holdings and ownership guidelines promote alignment; hedging and pledging prohibitions reduce misalignment risk .
• Potential RED FLAGS: External directorship at Philip Morris presents reputational considerations for ESG-focused investors, though no related-party transactions are disclosed and independence is affirmed . Controlled company status can pose governance risks, mitigated here by independent Chairman and independent committees .

Overall: Yanai brings deep pharma CEO experience with active committee participation (Compensation, Conflicts → Audit). Programmatic safeguards (independence determinations, ownership guidelines, anti-hedging/pledging) and attendance support board effectiveness. External roles merit monitoring for potential perception risk; no direct conflicts are disclosed .