Thomas Haughey
ANI PHARMACEUTICALSAbout Thomas J. Haughey
Independent director of ANI Pharmaceuticals since May 2018; age 61. Former General Counsel, President, and Chief Administrative Officer at Par Pharmaceutical; prior legal roles at Schering-Plough and Cadwalader; early career as CPA with Arthur Andersen. Chair of the Audit and Finance Committee, member of the Nominating and Corporate Governance Committee, and designated audit committee financial expert. Education: B.S. in Accounting (St. John’s University) and J.D. (NYU School of Law).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Par Pharmaceutical Companies, Inc. | General Counsel & Secretary; Chief Administrative Officer; President | GC & Sec 2003–2016; CAO 2012–2016; President 2011–2012 | Senior legal and corporate administration; executive leadership in generics |
| Schering-Plough Corporation | Chief Counsel; Legal Director | Chief Counsel 1998–2001; Legal Director 2001–2003 | Corporate legal leadership in pharma |
| Cadwalader, Wickersham & Taft | Attorney | Not disclosed | Corporate/transactional legal practice |
| Arthur Andersen & Co. | Certified Public Accountant | Not disclosed | Financial/accounting training |
| Passaic County Community College | Adjunct Professor | Since 2016 | Academic engagement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Passaic County Community College | Adjunct Professor | Since 2016 | Teaching/education |
| Other public company boards (past 5 years) | None disclosed | — | — |
Board Governance
- Committee assignments: Chair, Audit & Finance; Member, Nominating & Corporate Governance; qualifies as audit committee financial expert. Audit & Finance (5 meetings), Compensation (7), Nominating & Corporate Governance (4) in 2024.
- Independence: Board determined Haughey is independent under Nasdaq and SEC rules.
- Attendance: Board held 15 meetings in 2024; no current director attended fewer than 75% of Board and applicable committee meetings; directors attended the 2024 annual meeting.
- Board structure: Separate Chair (Patrick Walsh) and CEO (Nikhil Lalwani); no lead independent director; independent directors meet regularly without management.
Fixed Compensation
| Component | 2024 Amount | Details |
|---|---|---|
| Fees Earned (Cash) | $91,750 | Annual director retainer and committee retainers; no meeting fees |
| Stock Awards (Grant-Date Fair Value) | $272,141 | 4,410 RS shares granted May 2024; vest on first anniversary |
| Options Awards | — | No new options granted in 2024 (legacy options outstanding separately) |
| Program Elements (for non-employee directors) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $59,250 | All non-employee directors |
| Committee Chair retainers | Audit & Finance $25,000; Compensation $20,000; Nominating & CG $15,000 | Applied to chairs |
| Committee member retainers (non-chair) | Audit & Finance $12,500; Compensation $10,000; Nominating & CG $7,500 | Applied to members |
| Equity grant (annual RS) | $290,000 target; 4,410 shares in May 2024 | Vesting at first anniversary |
| Grant date price; VWAP basis | $61.71 close; $65.76 30-day VWAP | Disclosure for grant valuation |
Performance Compensation
| Metric | Applicability to Directors | ANIP Director Program Detail |
|---|---|---|
| Financial/operational performance targets (e.g., revenue, EBITDA, TSR) | Not applicable | Non-employee directors receive time-based restricted stock; no performance-conditioned director equity |
| Vesting schedule for RS grants | Time-based | 2024 RS grants vest on first anniversary; no PSUs for directors |
Note: ANIP’s performance metrics (Revenue, Adjusted EBITDA, TSR) apply to executive PSUs, not to non-employee director pay; director equity is time-based.
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards (past 5 years) | None disclosed |
| Compensation Committee interlocks | Not applicable (Haughey is not on Compensation Committee) |
Expertise & Qualifications
- Legal and governance: Former GC and senior legal executive at major pharma companies; corporate legal and compliance experience.
- Financial/accounting: CPA background; designated audit committee financial expert.
- Industry: Extensive pharma/generics leadership (Par, Schering-Plough).
- Education: B.S. Accounting (St. John’s), J.D. (NYU).
Equity Ownership
| Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership (Common Stock) | 56,160 shares | March 14, 2025 | Less than 1% of outstanding |
| Ownership % of Common Stock | <1% | March 14, 2025 | As reported in beneficial ownership table |
| Options outstanding (exercisable within 60 days) | 4,634 | March 14, 2025 | Legacy options |
| Unvested restricted stock | 4,410 | Dec 31, 2024 | 2024 annual grant; vests May 2025 |
- Stock ownership guidelines: Minimum 4x annual cash retainer; directors required to meet within 5 years; all Board members have achieved required ownership levels.
- Anti-pledging/hedging: Directors prohibited from margining or pledging Company securities; insider trading policy prohibits derivative transactions (e.g., swaps, options); Company has no standalone hedging policy but bars derivatives via insider trading policy.
Governance Assessment
- Strengths: Independent director with deep legal/accounting credentials; chairs Audit & Finance and serves as audit committee financial expert—supports strong financial reporting oversight. Attendance above threshold in 2024; independent status affirmed; ownership aligned via guidelines.
- Compensation alignment: Modest cash fees and annual time-based RS grant; below plan’s director compensation cap ($750k annual total value).
- Conflicts/related-party exposure: No related-party transactions disclosed involving Haughey; Board reviews and pre-approves related party transactions via Audit & Finance policy.
- Policy signals: Anti-pledging and derivative prohibitions reduce alignment risk; regular independent director sessions; separate Chair/CEO roles reinforce oversight.
RED FLAGS
- None identified specific to Haughey: independence affirmed; no related-party ties; attendance solid; shares not permitted to be pledged by policy.
Audit Committee activity signal
- Audit & Finance Committee report signed by Haughey (Chair), confirming oversight of audited financials, auditor independence, and recommendation to include audited statements in 10-K.