Patrick Walsh
ANI PHARMACEUTICALSAbout Patrick D. Walsh
Patrick D. Walsh, 64, has served on ANI’s Board since May 2018 and as Chairman since June 2020; he also served as interim CEO from May–September 2020. He is former Chairman & CEO of Alcami (appointed March 2021; retired as CEO June 2023, remains Chairman), co-founded TriPharm Services, and previously led Avista Pharma, AAIPharma Services, Kadmus Pharma, and served as President/COO and director of publicly‑traded Gensia‑Sicor (acquired by Teva). Walsh is an Operating Partner (part‑time) at Ampersand Capital, Chairman of MedPharm Ltd, and founder of Diligence Group LLC; prior board roles include Brammer Bio (Chairman), Landec, Avid Bioservices, and ICE Pharma .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ANI Pharmaceuticals | Interim CEO | May–Sep 2020 | Stabilized leadership during transition |
| Alcami | Chairman & CEO; later Chairman | Mar 2021–Jun 2023 (CEO); Chairman ongoing | Led CDMO; retired as CEO, continuing board leadership |
| TriPharm Services | Co‑founder, CEO | May 2019–Apr 2020 | Built injectable manufacturing; acquired by Alcami |
| Avista Pharma | CEO | 2015–Feb 2019 | Sold to Cambrex; scaled CDMO/testing |
| AAIPharma Services | CEO | Prior to 2014 (company acquired) | Led manufacturing/services; sale in 2014 |
| Kadmus Pharma | CEO | Prior period | Company acquired by Organon |
| Gensia‑Sicor (public) | President/COO & Director | Prior period | Company acquired by Teva |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ampersand Capital | Operating Partner (part‑time) | Current | PE healthcare focus |
| MedPharm Ltd | Chairman | Current | Pharma services |
| Alcami | Chairman | Current | CDMO; ex‑CEO |
| ICE Pharma | Independent Director | Prior | Specialty chemicals, Milan |
| Landec; Avid Bioservices; Brammer Bio | Director/Chairman (various) | Prior | Multiple prior independent roles |
Board Governance
- Role: Chairman of the Board. CEO is separate (Nikhil Lalwani); Board currently has no Lead Independent Director .
- Independence: The Board determined Walsh is independent under SEC/Nasdaq rules (one of six independent directors out of eight in 2025) .
- Attendance: Board held 15 meetings in 2024; no current directors attended fewer than 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Committee assignments: Walsh is not currently serving on Audit & Finance, Compensation, or Nominating & Corporate Governance committees (focus on Board chair role) .
| 2024 Committee Memberships | Audit & Finance | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Patrick Walsh | — | — | — |
| Committee Meetings Held (2024) | 5 | 7 | 4 |
Fixed Compensation
| Year | Cash Fees ($) | Chair Fee Treatment | Meeting Fees | Total Cash ($) |
|---|---|---|---|---|
| 2022 | 111,315 | Chair of Board receives additional $42,500 annually (policy) | None | 111,315 |
| 2023 | 101,750 | Chair additional $42,500; base cash retainer $59,250 | None | 101,750 |
| 2024 | 101,750 | Chair additional $42,500; base cash retainer $59,250 | None | 101,750 |
Notes:
- Standard annual cash retainer $59,250; Chair of Board additional $42,500; committee chairs/members receive $25,000/$12,500 (Audit & Finance), $20,000/$10,000 (Compensation), $15,000/$7,500 (Nominating & Corporate Governance) .
Performance Compensation
Directors receive time‑based restricted stock; no director PSUs or cash bonuses are disclosed.
| Year | Annual Director Equity Grant | Shares Granted | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 2022 | Continuing director RS | 10,049 (Walsh unvested as of 12/31/22) | 304,183 (Walsh) | One‑year vest |
| 2023 | Continuing director RS | 6,865 (Walsh unvested as of 12/31/23) | 320,458 (Walsh) | One‑year vest |
| 2024 | Continuing director RS | 4,410 (approved May 2024) | 272,141 (Walsh) | One‑year vest |
Additional plan features:
- Amended 2022 Stock Incentive Plan: Change‑in‑control treatment hardwired — time‑based awards fully vest; performance awards vest based on actual performance; other governance clarifications and share reserve increase approved May 21, 2024 .
- Executive program (context for pay‑for‑performance): PSUs tied to Adjusted EBITDA growth and relative TSR introduced in 2023 and continued in 2024; NEO bonus outcomes were 191–200% of target in 2023 and 200% in 2024 .
Director Compensation Summary (Walsh)
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2022 | 111,315 | 304,183 | — | 415,498 |
| 2023 | 101,750 | 320,458 | — | 422,208 |
| 2024 | 101,750 | 272,141 | — | 373,891 |
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock Considerations |
|---|---|---|---|
| Alcami | Private/PE‑backed CDMO | Chairman (ex‑CEO) | Contract manufacturing; no related‑party transactions disclosed by ANI |
| MedPharm Ltd | Private | Chairman | Pharma services; no related‑party transactions disclosed |
| ICE Pharma | Private | Independent Director (prior) | Specialty chemicals; prior role |
| Landec; Avid Bioservices; Brammer Bio | Public/Private | Director/Chairman (prior) | No interlocks with ANI disclosed |
Expertise & Qualifications
- 40+ years leading pharmaceutical manufacturing and development organizations; deep CDMO/operator experience .
- Prior public company board experience (Gensia‑Sicor board; multiple independent directorships) .
- Governance: Independent director; experienced board chair .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common) | 79,346 shares (<1%) | As of March 14, 2025; less than 1% indicated (*) |
| Options outstanding | 4,634 | As of Dec 31, 2024 |
| Unvested RS (12/31/24) | 4,410 | 2024 board grant approved May 2024 |
| Prior unvested RS | 6,865 (12/31/23) ; 10,049 (12/31/22) | — |
| Anti‑pledging | Pledging/margining prohibited for directors | Insider trading policy |
| Hedging policy | No standalone hedging policy; directors prohibited from certain derivatives and short sales | Potential governance consideration |
Governance Assessment
- Board leadership and independence: Walsh is independent and serves as non‑executive Chair separate from the CEO, a positive governance structure for oversight. The Board currently has no Lead Independent Director, which can be a minor gap in formal independent leadership if the Chair were non‑independent in the future; currently mitigated by Walsh’s independent status .
- Committee participation: Walsh is not on standing committees, reducing potential conflicts in compensation/audit oversight while focusing on Board agenda setting; committee structures and charters are posted and functioning, with meeting cadence disclosed .
- Attendance and engagement: Board met 15 times in 2024 with no <75% attendance among current directors, supporting engagement; annual meeting attendance was complete .
- Pay and alignment: Director pay is predominantly equity via time‑based RS vesting annually; Walsh’s stock awards declined in 2024 ($272k vs $320k in 2023), and he holds 79,346 shares (<1%), plus legacy options (4,634). Anti‑pledging and derivative restrictions support alignment, though absence of an explicit hedging ban is a modest governance consideration .
- Potential conflicts/related‑party exposure: Walsh’s cash compensation is remitted to Diligence Team LLC, an entity he founded; while the Board affirmed his independence and disclosed no disqualifying transactions, fee remittance to a personal LLC is a transparency point for investors to monitor for any services (beyond fee pass‑through) or transactions with ANI, which are currently not disclosed as related‑party .
- Shareholder feedback: Strong say‑on‑pay outcomes (89.2% in 2022; 94.4% in 2023; 95.5% in 2024) indicate general investor confidence in compensation governance, indirectly supportive of overall board oversight under Walsh’s chairmanship .
RED FLAGS to watch: No Lead Independent Director designation (mitigated by split Chair/CEO currently) ; absence of explicit hedging ban beyond derivative/short‑sale restrictions ; compensation remitted to Walsh’s LLC (disclosed) . No director attendance, related‑party transactions, or option repricing red flags disclosed; independence affirmed .
Say‑on‑Pay & Shareholder Feedback (Context)
| Year | Approval (%) |
|---|---|
| 2022 | 89.2% |
| 2023 | 94.4% |
| 2024 | 95.5% |
Compensation Committee Analysis (Context)
- Independent consultant Pearl Meyer engaged in March 2021 to assess non‑employee director compensation; re‑assessed in December 2022 with no changes recommended at that time .
- Executive program enhancements: PSUs added in 2023; continued in 2024 with Adjusted EBITDA growth and relative TSR metrics, reinforcing pay‑for‑performance culture overseen by the Compensation Committee .