Meredith Cook
ANI PHARMACEUTICALSAbout Meredith Cook
Meredith W. Cook (age 51) is Senior Vice President, General Counsel and Corporate Secretary at ANI Pharmaceuticals, appointed July 18, 2022. She previously held senior legal roles at Amneal Pharmaceuticals and Dr. Reddy’s, and began her career at Morgan Lewis and Vinson & Elkins; she holds an A.B. in East Asian Studies from Princeton and a J.D. from Tulane Law School . During 2024, ANI delivered record performance—revenue of $614.4M (+26% YoY) and adjusted non‑GAAP EBITDA of $156.0M (+17% YoY)—supporting maximum annual bonus outcomes; company compensation also ties long‑term PSUs to three‑year Adjusted EBITDA growth and relative TSR vs. S&P 600 Pharma/Biotech/Life Sciences constituents . As General Counsel, Cook supported Alimera M&A diligence, deal execution and integration, and led key litigation/IP initiatives in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amneal Pharmaceuticals | Vice President & Associate General Counsel (and earlier VP, Transactions) | 2019–2022 | Led corporate/strategic transactions across businesses; governance, commercial, employment, IP strategy |
| Dr. Reddy’s Laboratories | Global Legal Head, M&A/BD/Strategic Transactions | n/a | Led M&A/BD and strategic transactions |
| Morgan, Lewis & Bockius; Vinson & Elkins | Attorney | n/a | Large‑cap transactions and corporate legal training |
External Roles
- None disclosed for public company directorships or outside board roles specific to Cook in the proxy .
Fixed Compensation
| Element | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $378,000 | $420,000 (↑11.1%) | 2024 increase to improve market competitiveness and recognize strong 2023 performance |
| Target Bonus % of Salary | 50% | 50% | NEOs other than CEO: 70% corporate, 30% functional weighting |
| Actual Annual Bonus Payout | — | 200% of target = $420,000 | Corporate and functional performance both certified at 200% |
Performance Compensation
| Incentive | Metric(s) / Weight | Target | Actual/Payout | Vesting Mechanics |
|---|---|---|---|---|
| 2024 Annual Cash Bonus | Corporate: Net Revenue and Adjusted EBITDA plus business/efficiency/BD objectives; NEO mix 70% corporate/30% functional | Corporate targets: Revenue $501–$530M; Adj. EBITDA $119–$134M | Actual: Revenue $614.4M; Adj. EBITDA $156.0M → 200% corporate payout; Cook functional also at 200%; overall 200% | Paid in cash for 2024 performance |
| 2024 PSUs (grant 2/14/2024) | 50% 3‑yr Adjusted EBITDA YoY Growth; 50% 3‑yr Relative TSR vs. S&P 600 Pharma/Biotech/Life Sciences | Target shares 4,921; 50–200% payout range; TSR leg capped at target if absolute TSR is negative | Performance period 1/1/2024–12/31/2026; payout subject to Committee certification thereafter | Cliff vest after 3 years upon certification; relative and financial metrics |
| 2024 RSAs (grant 2/14/2024) | Time‑based | Target value $825,000; 14,763 shares | n/a | Vests in 4 equal annual installments on grant anniversaries (2025–2028), subject to continued employment |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 65,814 common shares (<1% of outstanding) |
| Unvested RSAs (12/31/2024) | 9,640 (7/18/2022 grant) valued $532,899; 9,119 (2/28/2023) valued $504,098; 14,763 (2/14/2024) valued $816,099 |
| Unvested PSUs (12/31/2024) | 4,052 (2/28/2023) valued $447,989; 4,921 (2/14/2024) valued $544,066 (value assumes 200% max for disclosure) |
| Options (Exercisable/Unexercisable) | None disclosed for Cook as of 12/31/2024 |
| 2024 Stock Vested | 7,859 shares vested; value realized $501,356 |
| Ownership Guidelines | Executives: 1x salary; all executive officers have achieved guidelines |
| Pledging/Hedging | Insider policy prohibits margining/pledging by directors/officers; hedging and short sales prohibited |
Vesting schedules and potential selling pressure:
- RSAs vest 25% annually: 2/28/2023 grant tranches through 2027; 2/14/2024 grant tranches through 2028 .
- 2024 PSUs cliff vest after performance period (1/1/2024–12/31/2026) upon certification; payout 50–200% of target; negative absolute TSR caps TSR leg at target .
Employment Terms
| Scenario | Cash Severance | Bonus Treatment | Benefits | Equity | Other |
|---|---|---|---|---|---|
| Termination without cause / for good reason (non‑CIC) | Base salary for 12 months | If termination after June 30: pro‑rated maximum target bonus; plus lump sum equal to annual maximum bonus payable on first payroll after first anniversary | COBRA reimbursement up to 12 months | Time‑based equity: additional 12 months of vesting; vested options exercisable up to 18 months (if any) | 280G/4999 best‑net cutback (no gross‑up) |
| Double‑trigger CIC (termination in connection with or within 24 months after CIC) | Base salary for 24 months | Pro‑rated annual maximum bonus for year of termination; plus two additional annual target bonuses paid on the first payroll after each of the next two anniversaries | COBRA reimbursement up to 24 months | Time‑based equity vests in full; PSUs vest based on performance level achieved as of CIC date | Outplacement up to $10,000; 280G best‑net cutback |
Potential payments (as of 12/31/2024; $55.28 stock price assumption):
| Scenario | Base Salary Continuation ($) | Bonus Payments ($) | Benefits ($) | Outplacement ($) | Equity ($) | Total ($) |
|---|---|---|---|---|---|---|
| Qualifying Termination (non‑CIC) | 420,000 | 840,000 | 30,000 | — | 878,436 | 2,168,436 |
| Qualifying Termination within CIC Period | 840,000 | 1,260,000 | 60,000 | 10,000 | 2,349,124 | 4,519,124 |
Additional policies:
- Dodd‑Frank compliant clawback adopted Dec 2, 2023; applies to incentive‑based comp for prior three completed fiscal years in restatement scenarios .
- Anti‑pledging and hedging prohibitions in effect .
Compensation Structure (Design and 2024 Actions)
- Mix shift: continued use of PSUs (25% of LTI) and time‑based RSAs (75%) for NEOs; PSUs tied to three‑year Adjusted EBITDA growth and relative TSR (50/50), with 50–200% payout and TSR cap if absolute TSR negative .
- 2024 base salary increase for Cook: +11.1% to $420,000 to improve competitive positioning .
- 2024 annual bonus plan paid at 200% on both corporate and functional goals, reflecting revenue/EBITDA overdelivery and strategic/operational execution (including Alimera acquisition and product launches) .
- Say‑on‑pay support remained strong (95.5% approval in prior year), indicating general investor alignment on pay structure .
Say‑on‑Pay & Shareholder Feedback
- 2024 advisory say‑on‑pay approval rate: 95.5% of votes cast, signaling broad support for NEO pay practices and alignment .
- Independent compensation consultant (Pearl Meyer) engaged; compensation risk assessment concluded programs do not create material adverse risk; clawback and ownership guidelines in place .
Governance, Alignment, and Related Parties
- Stock ownership guidelines: executives must hold meaningful equity (1x salary); all executive officers have achieved guidelines .
- No pledging, hedging, or short sales by executives; insider trading policy prohibits derivatives/shorthand positions .
- Related party transactions disclosed pertain to other executives (e.g., Shanmugam/Gassert entities); no related party transactions involving Cook were disclosed .
Performance & Track Record Highlights
- Company 2024 performance: revenue $614.4M (+26% YoY) and adjusted non‑GAAP EBITDA $156.0M (+17% YoY), underpinned by Rare Disease growth (Cortrophin Gel) and 17 generic launches; this supported maximum annual bonus funding .
- Cook’s 2024 contributions included M&A diligence, deal execution and integration of Alimera, and leadership on litigation and IP support .
- The General Counsel chairs the internal ESG Steering Committee (role of “General Counsel” referenced) that reports to the Board’s Nominating & Corporate Governance Committee on ESG matters .
Investment Implications
- Pay‑for‑performance alignment: 200% bonus payout tied to clear over‑achievement on revenue/EBITDA and strategic initiatives; long‑term PSUs anchor to three‑year EBITDA growth and relative TSR, balancing operational and market performance risk .
- Retention risk appears contained: double‑trigger CIC protection (24‑month salary and two years of target bonuses; full acceleration of time‑based equity; performance certification for PSUs) plus ongoing multi‑year RSA vesting provides retention hooks through 2028 .
- Selling pressure watchlist: annual RSA tranches (2023–2024 grants) vest on each anniversary through 2027–2028 and 2024 PSUs cliff vest post‑2026; while the insider policy bars hedging/pledging, scheduled vests may create periodic liquidity windows .
- Governance quality: strong say‑on‑pay support (95.5%), ownership guidelines achieved, clawback policy implemented, and independent comp oversight with consultant support—all supportive of investor alignment .