Matthew Leonard
ANI PHARMACEUTICALSAbout Matthew J. Leonard, R.Ph.
Matthew J. Leonard (age 59) joined ANI’s Board in August 2023 and is an independent director. He holds a B.S. in Pharmacy from the University of Rhode Island and is a Registered Pharmacist in Rhode Island. Leonard is currently Senior Vice President, Global Access and Value at Pfizer (since December 2023), following senior roles at Capsule, Covetrus, CVS Health, and Red Oak Sourcing; his board tenure began in August 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer, Inc. | SVP, Global Access and Value | Dec 2023 – present | Market access leadership |
| Capsule | Chief Pharmacy Strategy Officer | May 2021 – Dec 2023 | Digital pharmacy strategy |
| Covetrus | EVP; President North America and Global Supply Chain Officer | Apr 2019 – Apr 2020 | Supply chain and commercial leadership |
| CVS Health | EVP, Pharmaceutical Contracting, Purchasing and Managed Care | ~1995 – 2019 (24 years) | Procurement, payer contracting; industry leadership |
| Red Oak Sourcing (CVS/Cardinal JV) | Chairman & President | Aug 2016 – Apr 2019 | Led $8B generic procurement portfolio |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Pfizer, Inc. | SVP, Global Access and Value | No | Executive role (not a directorship) |
| Other public boards | — | None disclosed | No other public directorships disclosed in the proxy |
Board Governance
- Independence: Board determined Leonard is independent under SEC and Nasdaq rules; 6 of 8 directors are independent .
- Committees: Audit & Finance; Nominating & Corporate Governance (member; not Chair) .
- Meeting attendance: Board met 15 times in 2024; no director attended fewer than 75% of Board and committee meetings held while serving .
- Committee meeting counts (2024): Audit & Finance (5); Nominating & Corporate Governance (4) .
- Board leadership: Separate Chair (Patrick Walsh) and CEO (Nikhil Lalwani); no lead independent director .
- Election support (May 22, 2025): For 15,996,996; Against 266,074; Abstain 7,168; broker non-votes 2,151,848 .
- Stock ownership guidelines: Directors must hold ≥4× annual Board cash retainer; compliance across all directors reported .
- ESG oversight: Nominating & Corporate Governance Committee oversees ESG programs; internal ESG Steering Committee reports at least twice per year .
Fixed Compensation (Non-Employee Director Pay)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $59,250 | 2024 policy |
| Committee membership fees | Audit & Finance: $12,500; Nominating & Corporate Governance: $7,500 | Non-Chair member rates |
| Committee chair fees | Audit & Finance: $25,000; Nominating & Corporate Governance: $15,000 | Not applicable to Leonard (not a chair) |
| Meeting fees | $0 | No meeting fees |
| Leonard actual cash earned (FY 2024) | $77,457 | As reported for 2024 |
Performance Compensation (Director Equity)
| Component | Grant | Valuation | Vesting |
|---|---|---|---|
| Annual restricted stock (incumbent directors) | 4,410 shares (May 2024) | Grant-date fair value $290,000; closing price $61.71; award amount based on 30-day VWAP $65.76 | One-year cliff (first anniversary of grant) |
| Initial new director grant (for new directors) | $435,000 restricted stock | — | Vests in three equal annual installments (years 1–3) |
Directors do not receive options or PSUs as part of routine board compensation; equity grants are time-based restricted stock (no performance metrics disclosed for directors) .
Other Directorships & Interlocks
- No other public company board seats disclosed for Leonard. Current external employment at Pfizer is executive (not a directorship). No related-party transactions disclosed involving Leonard, and the Board’s independence review found no relationships impairing independence .
Expertise & Qualifications
- Pharmacy and payer expertise: Registered Pharmacist; deep experience in pharmaceutical procurement and managed care (CVS Health, Red Oak Sourcing) .
- Supply chain and commercial operations: Executive roles at Covetrus and Capsule .
- Strategic sourcing and value access: Current Pfizer SVP role in global access/value .
- Audit committee experience: Serves on Audit & Finance Committee; board determined audit committee independence and financial sophistication for committee members (Leonard is a member; financial expert designation applies to the chair) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common | Notes |
|---|---|---|---|
| Matthew J. Leonard | 11,993 | <1% | Includes 9,466 unvested restricted shares; no options disclosed for Leonard |
| Director ownership guideline status | Achieved | — | All directors reported as meeting guidelines |
| Pledging/hedging | Pledging prohibited; no standalone hedging policy | — | Insider trading policy prohibits derivatives and short sales; company states no standalone hedging policy |
Compensation Structure Analysis (Board)
- Mix: Equity-heavy with time-based RS awards (annual ~$290k grant-date value) vs. modest cash retainer and committee fees; Leonard’s FY 2024 cash $77,457 vs. stock awards $272,141 .
- Stability: Director cash retainer levels and committee fees consistent with prior program; no meeting fees; no option usage for directors (RSs only) .
- Governance controls: No discounted or repriced options without shareholder approval; minimum vesting one year; director annual equity/cash cap ($750k, $1,000k in first year) .
Say-on-Pay & Shareholder Feedback (Company context)
| Year | Say‑on‑Pay Approval | Source |
|---|---|---|
| 2024 (disclosed in 2025 proxy) | 95.5% of votes cast | |
| 2022 vote reported in 2023 proxy | 89.2% of votes cast | |
| 2025 Annual Meeting quorum & votes | Quorum achieved; all proposals (including stock plan and ESPP) approved |
Related-Party Transactions (Company context)
- No related-party transactions disclosed involving Leonard. Related-party transactions disclosed relate primarily to Novitium founders/executives with supplier entities, overseen via a formal Audit & Finance Committee policy; thresholds and approval mechanics detailed .
Risk Indicators & Red Flags
- Hedging policy gap: Company states “no standalone policy regarding hedging,” though insider trading policy prohibits derivatives and short sales; pledging prohibited. Hedge-policy absence can be viewed as a governance gap (mitigated by insider trading prohibitions) .
- Role interlock consideration: Leonard’s Pfizer executive position introduces potential informational sensitivities; no disclosed related-party transactions or conflicts with ANI; Board affirmed independence after review .
- Equity dilution awareness: 2025 approval to increase authorized common shares and expand stock plan/ESPP; proxy discloses potential dilution and anti-takeover implications; shareholders approved amendments .
Governance Assessment
- Board effectiveness: Leonard strengthens payer/access, procurement, and supply-chain expertise; active service on Audit & Finance and Nominating & Corporate Governance supports oversight breadth .
- Independence & engagement: Affirmed independent; strong election support (15.997M “For”); ≥75% attendance standard met; separation of Chair/CEO aligns with good practice .
- Alignment: Director stock ownership guidelines met; Leonard holds 11,993 shares with substantial unvested RSs; equity-heavy director compensation aligns long-term incentives .
- Controls: Robust clawback for executives (Dodd-Frank compliant), stock plan guardrails (no repricing, min vesting), ESG oversight embedded at committee level; hedging-policy gap noted .
Overall signal: Leonard’s background and committee roles enhance commercial and compliance oversight; independence affirmed; strong shareholder support and guideline-compliant ownership align with investor confidence. Attention point: formal hedging policy absence (though derivatives/shorts prohibited) merits monitoring .