Ted Nark
Amneal PharmaceuticalsAbout Ted Nark
Independent director of Amneal Pharmaceuticals (AMRX) since the 2018 “Combination” with Impax; age 66; BS, Washington State University. Career spans private equity and operating leadership: Managing Director at KRG Capital Partners since 2007; prior Partner at Leonard Green & Partners (2006–2007); CEO/Chairman at White Cap Construction Supply (2002–2006); CEO of Corporate Express Australia and Group President at Corporate Express, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KRG Capital Partners | Managing Director | 2007–present | Led acquisitions and monetizations (Convergint Technologies, Diversified Food Services, Petrochoice) |
| Leonard Green & Partners | Partner | 2006–2007 | Private equity investment and portfolio support |
| White Cap Construction Supply | CEO & Chairman | 2002–2006 | Led distributor operations; executive leadership |
| Corporate Express Australia | CEO | Prior to 2002 (not disclosed) | Operating leadership in Australia |
| Corporate Express, Inc. | Group President | Prior to 2002 (not disclosed) | Operating leadership in U.S. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| West Edge Partners | Chairman | Current | Lower middle-market PE firm (Los Angeles) |
| Convergint Technologies | Director (private company) | Current | Portfolio company board service |
| Resource Label Group | Director (private company) | Current | Portfolio company board service |
| Coastal Farm & Ranch Supply | Director (private company) | Current | Portfolio company board service |
| Tarsadia Investments | Previously listed as Independent Senior Advisor | Historical | No compensation, no office/access/contract; Board determined no material relationship; independence maintained |
Board Governance
- Committee assignments: Chair, Compensation Committee; not listed on Audit, Nominating & Corporate Governance, or Conflicts in 2024 .
- Independence: Board determined Nark is independent under Nasdaq rules; Amneal is a “controlled company” but does not use independence exemptions; all committees comprised entirely of independent directors .
- Attendance and engagement: Board met 7 times in FY2024; each director attended at least 75% of aggregate board and committee meetings; all 11 directors attended the 2024 annual meeting; independent directors hold executive sessions at least twice annually .
- Controlled company context: Amneal Group retains consent rights and designation rights, including nominating two of four Compensation Committee members while >50% ownership; Conflicts Committee comprised solely of Company Independent Directors .
Fixed Compensation
| Component | Amount/Terms | FY2024 Value to Nark |
|---|---|---|
| Annual cash retainer | $75,000 cash | $102,500 fees earned (includes committee chair fee and any applicable stipends) |
| Committee cash fees | Compensation Committee Chair: $20,000; Member: $10,000; Per-meeting stipends for meetings in excess of six per year equal to 1/6th of annual cash stipend | Included in cash total above |
| Annual equity grant (RSUs) | $250,000 target grant date fair value; 1-year cliff vesting; Chairman receives $350,000 | $250,002 RSUs (grant-date value) |
| Total FY2024 director pay | Cash + RSUs | $352,502 |
Year-over-year (stability in mix):
| Metric | FY2022 | FY2024 |
|---|---|---|
| Fees Earned/Paid in Cash ($) | $102,500 | $102,500 |
| Stock Awards ($) | $249,999 | $250,002 |
| Total ($) | $352,499 | $352,502 |
Director Stock Ownership Guidelines
- Requirement: 3x annual cash retainer; 5-year compliance window from appointment; RSUs count, options excluded; company states all non-employee directors have met or are progressing toward compliance .
Performance Compensation
| Program Element | Metric | FY2024 Target | Threshold | Maximum | Actual/Outcome |
|---|---|---|---|---|---|
| Annual Incentive Plan (executives) overseen by Compensation Committee | Adjusted EBITDA | $600M | $510M (85% of target) | $750M (125% of target) | $627.4M (104.6% of target) → Company performance multiplier 110.0% (committee discretion) |
| Individual component (executives) | Individual performance multiplier | 0–150% range | — | — | NEOs approved at 100–120% (examples disclosed) |
| Long-term equity (executives) | PSUs (stock price growth vs baseline) | 2024 grants: 0–200% payout based on average price over 60 days ending Feb 28, 2027 | 50% of target at 125% of baseline | 200% at ≥300% of baseline | In 2022 PSU cycle, payout at 100% of target (for performance period Mar 1, 2022–Feb 28, 2025) |
As Compensation Committee Chair, Nark’s governance oversight includes independent consultant engagement (Meridian), peer group calibration, and risk assessment of compensation programs (committee concluded no material adverse risk) .
Other Directorships & Interlocks
| Entity | Relationship | Conflict Consideration |
|---|---|---|
| Tarsadia Investments (family office) | Previously listed as independent senior advisor; Amneal Group members Tushar Patel (Chairman/Founder, Board observer) and Gautam Patel (AMRX director) affiliated with Tarsadia | Board concluded no material relationship: no compensation, no office/access to information, no contractual/legal relationship; independence affirmed |
Expertise & Qualifications
- CEO/general management and corporate development/M&A; investment and international expertise; seasoned operator and private equity deal leader .
- Brings strategic and management insight to AMRX’s board through complex corporate organization experience .
Equity Ownership
| Holder | Shares Owned | Options Outstanding | RSUs Outstanding | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Ted Nark | 300,771 | 53,021 | 40,258 | 394,050 | * (immaterial; not disclosed as ≥5%) |
Policy signals:
- Anti-hedging: directors prohibited from hedging transactions .
- Anti-pledging: directors and executive officers (non-Amneal Group members) prohibited from pledging company stock as collateral .
- Director stock ownership guidelines (3x retainer) and compliance timeline noted above .
Governance Assessment
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Strengths:
- Independent Chair-led board (Paul Meister) with regular executive sessions; board and committees fully independent despite controlled-company status .
- Compensation Committee chaired by Nark, with independent consultant (Meridian), robust AIP design tied to Adjusted EBITDA, and PSU long-term alignment to shareholder value; 2024 say-on-pay support of 99.5% indicates strong investor endorsement .
- Director pay structure balanced: cash retainer plus time-vested RSUs; clear ownership guidelines to reinforce alignment .
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Potential risks and mitigants:
- Controlled company governance features (Amneal Group consent rights; ability to nominate committee members) may concentrate influence; mitigated by independent committees and a Conflicts Committee comprised solely of Company Independent Directors .
- Historical Tarsadia advisory listing for Nark given Amneal Group affiliations could present perception risk; Board’s repeated independence determinations and lack of economic/contractual ties mitigate conflict concerns .
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Signals affecting investor confidence:
- Stable director compensation and documented attendance thresholds support engagement; no Nark-specific related-party transactions disclosed in independence reviews .
- Committee oversight of performance metrics with modest discretion (110% multiplier) amid strong execution indicates disciplined pay-for-performance governance .