Adriana Karaboutis
PERRIGO CoAbout Adriana Karaboutis
Adriana Karaboutis, age 62, has served on Perrigo’s Board since 2017 and is an independent director. She chairs the Nominating & Governance Committee and is a member of the Audit Committee; the Board met 7 times in 2024 and each director attended at least 75% of Board and committee meetings, with all directors attending the 2024 AGM. Her core credentials span digital transformation, cybersecurity, supply chain optimization, and corporate governance across regulated industries.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Grid plc | Group Chief Information & Digital Officer | 2017–2023 | Led digital transformation and cybersecurity across a multi-national utility |
| Biogen Inc. | EVP, Technology, Business Solutions & Corporate Affairs | 2014–2017 | Oversaw technology strategy and corporate affairs |
| Blue Cross Blue Shield of Massachusetts | Independent Director | 2015–2017 | Audit and Innovation Committees |
| Dell Inc. | VP & Global CIO; VP IT, Global Operations & Technology | 2010–2014 | Led IT operations, global technology |
| General Motors; Ford Motor Company | Technology, Manufacturing, Supply Chain leadership | 1989–2010 | Computer-integrated manufacturing and supply chain IT |
External Roles
| Company | Role/Committee | Tenure | Notes |
|---|---|---|---|
| Savills plc (FTSE: SVS.L) | Nominating & Governance; Compensation Committees | Mar 2024–Present | Public real estate advisory firm |
| AON plc (NYSE: AON) | Audit; Nominating & Governance Committees | 2022–Present | Global professional services firm |
| Autoliv (NYSE/NASDAQ: ALV) | Audit Committee | 2024–Present | Automotive safety supplier |
| Aspen Technology (NASDAQ: AZPN) | Audit; Chair Nominating/Governance | 2020–2022 | Software; acquired by Emerson Electric |
| Advance Auto Parts (NYSE) | Audit Committee | 2015–2020 | Auto parts retailer |
Board Governance
- Independence: The Board determined 10 of 11 nominees are independent; Adriana Karaboutis is independent.
- Committee assignments: Nominating & Governance Committee Chair (NGC met 4 times in 2024); Audit Committee member (Audit met 8 times in 2024).
- Attendance: Board met 7 times in 2024; each director attended at least 75% of meetings and all directors attended the 2024 AGM.
- Cybersecurity oversight: As NGC Chair, she helps oversee cybersecurity risk governance; NGC engages regularly with CISO and CFO and reports to the Board.
- Stock ownership guidelines: Non-employee directors must hold stock equal to 6x annual cash retainer; all non-employee directors are in compliance.
- Anti-hedging/pledging: Directors are prohibited from hedging or pledging Perrigo stock.
- Related parties: NGC determined there are no transactions requiring disclosure.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Director Annual Cash Retainer | $75,000 | Standard director retainer |
| Audit Committee Member Retainer | $12,500 | For non-chair members |
| Nominating & Governance Committee Chair Retainer | $16,000 | In lieu of member retainer |
| Total Fees Earned (Adriana Karaboutis) | $99,271 | Actual cash fees received 2024 |
| Changes in 2024 director pay | None | No changes to level/mix in 2024 |
Performance Compensation
| Equity Award | Grant Date | Units/Shares | Grant-Date Fair Value per Share | Total Value | Vesting | Notes |
|---|---|---|---|---|---|---|
| Service-based RSUs (Non-Employee Director Annual Award) | May 14, 2024 | 9,904 | $30.29 | $299,992 | One year from grant | Award value and units per director; service-based, no performance metrics |
The director equity awards for non-employee directors are service-based RSUs with one-year vesting and no performance conditions.
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Current public boards | Savills plc; AON plc; Autoliv |
| Prior public boards | Aspen Technology; Advance Auto Parts |
| Interlocks/conflicts | Proxy reports no related-party transactions requiring disclosure; no disclosed business dealings with entities of her directorships. |
Expertise & Qualifications
- Extensive management and board experience across automotive, technology, cybersecurity, healthcare, biotech, retail, and consumer packaged goods.
- Deep understanding of digital transformation, data sciences, production planning, supply chain optimization, cybersecurity, and corporate affairs.
- Provides valuable perspective on risk oversight, corporate governance, and executive management; chairs NGC with cybersecurity oversight responsibilities.
Equity Ownership
| Holder | Ordinary Shares Owned | Shares Acquirable Within 60 Days | Total | Percent of Class |
|---|---|---|---|---|
| Adriana Karaboutis | 22,479 | 9,904 | 32,383 | * (<1%) |
- Shares are held in a revocable trust of which Ms. Karaboutis is trustee.
- Directors prohibited from pledging Perrigo shares; company maintains anti-hedging/pledging policy.
- Directors must hold stock equal to 6x annual cash retainer; all non-employee directors are in compliance.
Governance Assessment
- Board effectiveness: Independent director with dual governance roles (NGC Chair, Audit member) and broad cross-industry tech/cyber expertise; supports risk oversight and board refreshment/succession processes.
- Independence and attendance: Independent status affirmed; ≥75% meeting attendance with full AGM participation in 2024.
- Alignment and incentives: Director compensation is majority equity via RSUs ($299,992) with cash fees ($99,271); stock ownership guidelines enforced; anti-hedging/pledging policy promotes alignment.
- Shareholder signals: Say-on-pay approval in 2024 exceeded 97%; 2025 AGM votes show strong support across proposals including executive compensation.
- Compensation committee governance: Use of independent consultant FW Cook; TCC determined no consultant conflicts.
- Related-party and conflicts: NGC reports no related-party transactions requiring disclosure; no pledging or hedging permitted.
RED FLAGS
- None disclosed: No related-party transactions requiring disclosure; stringent anti-hedging/anti-pledging policy in place.
- Monitoring item: Multiple current public boards (Savills, AON, Autoliv); NGC reviews overboarding concerns and engagement; ensure continued attendance and committee workload balance.
Say-On-Pay & Shareholder Feedback
| Year | Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| 2024 | Advisory vote on executive compensation | >97% approval (narrative disclosure) | — | — | — |
| 2025 | Advisory vote on executive compensation | 112,569,658.90 | 1,779,850.72 | 154,286.00 | 8,298,056.68 |
Compensation Committee Analysis
- Independent consultant: FW Cook engaged; TCC found no conflicts of interest.
- Peer group benchmarking: TCC uses an 18-company peer group (e.g., Haleon, Kenvue, Clorox); targets broadly around the 50th percentile, with judgment applied.
Related Party Transactions
- Policy and annual review: NGC administers approval/ratification; annual D&O questionnaires; no transactions requiring disclosure.
Employment & Contracts
- Directors who are Perrigo employees receive no director compensation; non-employee director program structured with cash retainers and annual RSUs.
Performance & Track Record
- Board and committee self-assessments conducted annually; NGC leads and reports to Board.
- Cyber risk governance strengthened via NGC oversight and engagement with CISO; formal incident response processes and risk frameworks (NIST) in place.
Other Notes
- Director compensation schedule (context for 2024): Chairman $150,000 cash retainer; Director $75,000; Committee member retainers (Audit $12,500; TCC $12,500; NGC $8,000); Committee chair retainers (Audit $25,000; TCC $25,000; NGC $16,000); annual equity $300,000 RSUs to non-employee directors.