Charles Atkinson
PERRIGO CoAbout Charles Atkinson
Executive Vice President, General Counsel and Company Secretary at Perrigo since October 1, 2024, appointed as part of the executive leadership team refresh . Previously Interim General Counsel at Haleon plc and a 20+ year legal leader across Haleon/GSK with roles spanning corporate legal, supply chain, R&D, BD, and IP; led notable initiatives including the OTC switch of Flonase; law degree from University College London . Company performance context for incentive design: 2024 AIP results were below plan on net sales, operating income, operating cash flow, and slightly below gross margin targets; 2022–2024 PSU OI paid at 118% while rTSR PSUs paid at 0% . Perrigo’s TSR proxy metric shows a $100 investment indexed to $57 in 2024 (company context), highlighting market headwinds for equity-linked pay outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Haleon plc | Interim General Counsel | Not disclosed | Advised on creation of Haleon and separation from GSK and Pfizer; legal leadership across regulated consumer self‑care |
| GSK/Haleon (combined) | Global head of corporate legal; lead counsel for supply chain, R&D/innovation, BD, and IP | 20+ years | Led lifecycle management for regulated healthcare products; counsel for OTC product development; led OTC switch for Flonase |
External Roles
- No public company directorships or external board roles disclosed for Atkinson .
Fixed Compensation
- Not disclosed for Atkinson in the 2025 proxy’s NEO tables; he did not appear in the 2024 NEO Summary Compensation Table .
Performance Compensation
Annual Incentive Plan (AIP) – ELT Design and 2024 Outcomes
| Component | Weighting | 2024 Target | 2024 Actual | Payout (% of Target) |
|---|---|---|---|---|
| Total Perrigo Net Sales (currency-neutral) | 20% | $4,654.6M | $4,345.9M | 66.8% |
| Total Perrigo Operating Income (currency-neutral) | 40% | $626.7M | $579.5M | 81.1% |
| Total Perrigo Gross Margin | 20% | 38.9% | 38.5% | 89.5% |
| Total Perrigo Operating Cash Flow | 20% | $341.2M | $306.8M | 0% |
- 2024 AIP payments for executives were one‑third cash (Mar 2025) and two‑thirds in “AIP Bonus RSUs” with a 10% premium, vesting 50% in Mar 2026 and 50% in Mar 2027 (one‑time Project Energize design) .
Long‑Term Incentive Plan (LTIP) Structure (2024 grants)
| Award Type | Allocation | Performance Measure | Period | Vesting/Settlement |
|---|---|---|---|---|
| PSU OI | 50% | 3‑year cumulative Adjusted Operating Income | 2024–2026 | Earned 0–200% based on goals; grant-date fair value $31.40 per target share |
| rTSR PSUs | 20% | Relative TSR vs S&P 500 constituents | 3 years | Monte Carlo valuation; grant-date fair value $30.83 per target share |
| Service‑based RSUs | 30% | N/A | 3 years | Ratably vest over three years |
- Historical outcomes for prior cycles: 2022–2024 PSU OI paid 118% of target; 2022–2024 rTSR PSUs paid 0% of target .
Equity Ownership & Alignment
- Stock ownership guidelines: Executive Vice President requirement is 3x base salary; at least 50% of ownership must be directly held shares or shares acquired via exercise/vesting; unearned PSUs and unexercised options do not count toward compliance .
- Retention/holding until compliant: If below required levels, executives must retain at least 50% of net shares from vesting and at least 50% of net value from option exercise as directly owned shares .
- Anti‑hedging and anti‑pledging: Executives and directors are prohibited from hedging, short sales, derivative trading in Perrigo securities, holding securities in margin accounts, or pledging as collateral .
- Clawback policy: Adopted August 2023; recovery of incentive compensation if financial results are restated due to misconduct including fraud or knowing illegal conduct, per SEC/NYSE rules .
- Compliance status: As of end 2024, all executive officers (including NEOs) were compliant with ownership guidelines or the retention requirements .
Employment Terms
- Appointment and role: Atkinson appointed EVP, General Counsel and Company Secretary; part of ELT refresh effective October 1, 2024 .
- Severance frameworks in force at Perrigo (coverage depends on jurisdiction and plan eligibility):
- U.S. Severance Policy (amended Feb 13, 2019): 52 weeks base salary and pro‑rata AIP (based on actual performance), plus 12 months health premiums if not otherwise covered, for qualifying terminations not within two years post‑CIC .
- U.S. Change‑in‑Control Severance Policy (amended Feb 13, 2019): upon qualifying termination within two years post‑CIC, 2x base salary + target bonus, pro‑rata AIP (actual performance), and health premiums 18 months plus cash for 6 months, subject to double trigger .
- Perrigo Employee Severance Programme, Ireland: discretionary ex‑gratia payment equal to 2.5x base compensation + target bonus upon qualifying termination (both within or not within two years post‑CIC), plus statutory entitlements and outplacement benefits .
- LTIP default change‑in‑control treatment (double trigger): Options/RSUs vest and become fully transferable; PSUs become earned/payable in full at change‑in‑control with restrictions/lapses per plan defaults, subject to TCC discretion and award agreements .
Investment Implications
- Alignment and retention: Strong anti‑hedging/anti‑pledging and mandatory holding until guideline compliance reduce insider selling pressure and improve alignment; 3x salary ownership requirement at EVP level supports “skin‑in‑the‑game” .
- Near‑term selling pressure moderated: 2024 one‑time AIP Bonus RSUs vest over two years, delaying cash‑out and incentivizing retention through 2026–2027 .
- Pay‑for‑performance risk balance: LTIP is 70% performance‑conditioned (PSU OI and rTSR), but with recent rTSR zero payouts (2022–2024) and below‑target AIP outcomes in 2024, realized pay likely tracks company execution and market performance; this increases incentive to deliver OI and cash conversion while TSR headwinds temper windfalls .
- Contractual downside protection: Company severance and CIC policies (jurisdiction‑dependent, double‑trigger for CIC) provide economic security but maintain performance‑linked vesting design; clawback reduces misconduct risk .
- Data gaps: Specific salary, target bonus %, and individual equity grants for Atkinson are not disclosed in 2024 NEO tables; monitor future proxies and potential Form 4 filings for ownership build and award detail .