Eduardo Bezerra
PERRIGO CoAbout Eduardo Bezerra
Executive Vice President and Chief Financial Officer of Perrigo since May 16, 2022, previously CFO at Fresh Del Monte Produce (2019–2022) and senior finance, commercial and strategy roles at Monsanto across five continents (1998–2019). He holds a BS in Civil Engineering (University of São Paulo), an MBA in Finance (IBMEC São Paulo), completed Harvard Business School’s General Management Program (2013) and the Chicago Booth CFO Program (2018) . Under his tenure, 2023 net sales rose 5% to $4.7B and adjusted operating income increased 17% to $0.6B, while 2024 net sales were $4.4B with adjusted operating income up 6% and adjusted operating margin expanding 160 bps; rTSR PSU awards for 2022–2024 paid 0% due to sub-30th percentile performance versus the S&P 500 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fresh Del Monte Produce, Inc. | Senior Vice President & Chief Financial Officer | 2019–2022 | Led finance function at a global FMCG; prior implementation of shared services and integration experience . |
| Monsanto Company (later acquired by Bayer AG) | Finance, Commercial & Strategy roles (increasing responsibility across Brazil, Costa Rica, Argentina, USA; led global finance teams) | 1998–2019 | Led global finance teams on five continents; led finance integration matters during Bayer acquisition . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| fiCFO Summit | Speaker (EVP & CFO, Perrigo) | 2023 | Shared CFO perspectives on value creation and operating excellence . |
Fixed Compensation
- Base salary rate increased in 2024 as his role expanded to include Global IT&S; all other NEO base salaries held flat .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary Rate ($) | $728,000 | $764,400 |
Multi-year compensation as reported:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $437,500 | $721,000 | $755,300 |
| Stock Awards ($) | $1,875,395 | $1,854,825 | $2,278,391 |
| Non-Equity Incentive Plan Compensation ($) | $549,976 | $436,800 | $129,846 |
| All Other Compensation ($) | $9,150 | $38,767 | $76,259 |
| Total ($) | $3,072,021 | $3,051,392 | $3,239,796 |
Other fixed/benefit details (2024):
- Non-qualified deferred compensation contributions: Executive $117,572, Company $56,459; aggregate balance $397,272 .
- Perquisites/gross-ups: none disclosed for Bezerra in 2024 .
Performance Compensation
2024 AIP design and corporate results (weights: OI 40%, Net Sales 20%, Gross Margin 20%, Operating Cash Flow 20%):
| Metric | Target | Actual | Payout (% of Target) |
|---|---|---|---|
| AIP Net Sales ($MM) | $4,654.6 | $4,345.9 | 66.8% |
| AIP Operating Income ($MM) | $626.7 | $579.5 | 81.1% |
| AIP Gross Margin (%) | 38.9% | 38.5% | 89.5% |
| AIP Operating Cash Flow ($MM) | $341.2 | $306.8 | 0% |
Eduardo Bezerra’s 2024 AIP outcomes and payment structure:
- Target AIP opportunity: 80% of salary; actual payout: 63.7% of target (subject to individual performance modifier) .
- One-time Project Energize payment mix: 1/3 cash (reported as $129,846) and 2/3 as AIP Bonus RSUs with 10% premium, fair value $285,661, vesting 50% in March 2026 and 50% in March 2027 .
| Component | Value |
|---|---|
| Target AIP (% of Salary) | 80% |
| Actual AIP Payout (% of Target) | 63.7% |
| Cash Paid ($) | $129,846 |
| AIP Bonus RSUs (Fair Value, $) | $285,661 |
| AIP Bonus RSU Vesting | 50% Mar-2026; 50% Mar-2027 |
2024–2026 LTI grant (mix: 50% PSU OI, 20% rTSR PSUs, 30% RSUs; grants approved Feb/Mar 2024):
- RSUs vest ratably over 3 years; PSUs earned over 3-year performance periods (0–200% of target) .
| Award Type | Target Units | Grant Date Fair Value ($) |
|---|---|---|
| RSUs | 19,108 | $599,991 |
| PSU OI | 31,847 | $999,996 |
| rTSR PSUs | 12,739 | $392,743 |
PSU performance outcomes:
- 2022–2024 PSU OI payout: 118% of target (three-year average) .
- 2022–2024 rTSR PSUs: 0% earned; rTSR below 30th percentile vs S&P 500 .
| PSU Cohort | Metric | Payout |
|---|---|---|
| 2022–2024 | Adjusted Operating Income (currency-neutral) | 118% of target |
| 2022–2024 | Relative TSR vs S&P 500 | 0% of target |
2025 LTI design change:
- PSU OI replaced by PSUs tied to Free Cash Flow Return on Net Sales (FCF/NS); rTSR comparator group adjusted to peer set within S&P 1500 Consumer Staples plus Perrigo’s peers .
Equity Ownership & Alignment
- Beneficial ownership (as of March 3, 2025): 15,459 ordinary shares; 58,659 shares acquirable within 60 days (primarily RSUs/PSUs); total 74,118; less than 1% of shares outstanding .
- Anti-hedging and anti-pledging: executives prohibited from hedging and pledging Perrigo securities; no margin accounts; no short sales .
- Stock ownership guidelines: EVP required to hold 3× base salary; all NEOs in compliance or adhering to retention requirements .
| Ownership Measure | Value |
|---|---|
| Shares Owned | 15,459 |
| Shares Acquirable ≤60 days | 58,659 |
| Total Beneficial Ownership | 74,118 |
| Ownership % of Class | <1% |
| EVP Ownership Guideline | 3× base salary |
| Hedging/Pledging | Prohibited |
Outstanding equity awards (12/31/2024 snapshot):
| Grant | RSUs Not Vested (#) | RSUs Market Value ($) | Unearned PSUs (#) | PSUs Market/Payout Value ($) |
|---|---|---|---|---|
| 7/8/2022 | 2,676 | $66,659 | 20,742 | $516,683 |
| 3/6/2023 | 9,740 | $242,623 | 24,107 | $600,505 |
| 4/5/2024 | 19,108 | $475,980 | 21,348 | $531,779 |
Note: RSU market values reflect closing price $24.91 on 12/31/2024; PSUs vest based on performance over original periods .
Employment Terms
- Covered by Perrigo’s U.S. Severance Policy and Change-in-Control Severance Policy (CIC); CIC benefits require a double trigger .
- Termination without cause/good reason: RSUs/PSUs continue to vest for 24 months on original schedules; PSUs vest based on actual performance; health premium payments per policy .
- Clawback: compensation recovery policy adopted Aug 2023 consistent with SEC/NYSE rules .
- Say-on-pay approval: 97% in 2024 .
Potential payments (assuming termination on 12/31/2024, and stock price per proxy methodology):
| Scenario | Cash ($) | Service RSUs ($) | Performance RSUs/PSUs ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| Change in Control | $2,751,841 | $831,471 | $2,750,039 | $15,000 | $6,348,351 |
| Death/Disability/Retirement | $611,520 | $831,471 | $2,007,148 | — | $3,450,139 |
| Termination Without Cause/Good Reason | $764,400 | $831,471 | $2,007,148 | $15,000 | $3,618,019 |
| Involuntary Termination (Economic Reasons) | $764,400 | $831,471 | $2,007,148 | $15,000 | $3,618,019 |
Policy mechanics:
- CIC Policy (U.S.): lump sum of 2× base salary plus target bonus; prorated annual bonus; health premiums for 18 months plus cash for 6 months if not covered elsewhere .
- U.S. Severance Policy (non-CIC): 52 weeks base salary; pro rata bonus; health premiums for 12 months .
- RSUs/PSUs vesting treatment on termination: as detailed above; double-trigger CIC accelerates vesting; PSUs settled at target under CIC per plan terms .
Compliance and governance:
- Insider trading compliance: no delinquent Section 16(a) reports listed for Bezerra in 2024 .
- Related-party transactions: none requiring disclosure .
Investment Implications
- Alignment: Heavy equity-based pay (2024 stock awards $2.28M) and ownership guidelines (3× salary) with anti-hedging/pledging rules create strong shareholder alignment; PSUs tied to multi-year metrics and rTSR add at-risk components .
- Performance signal: 2022–2024 rTSR PSUs paid 0%, highlighting underperformance vs large-cap peers; however, adjusted operating income PSUs paid 118%, indicating internal execution on profitability despite 2024 net sales headwinds .
- Cash discipline: Shift of 2025 PSU metric to FCF/Net Sales and addition of operating cash flow to AIP (albeit 0% payout in 2024) suggests elevated focus on cash conversion—positive for de-leveraging and valuation over time if realized .
- Retention/overhang: Material unvested RSUs/PSUs (e.g., 19,108 RSUs and 21,348 PSUs from 2024 grants, plus prior cohorts) and AIP Bonus RSUs vesting in 2026/2027 may create periodic supply but also serve as retention levers; policy restrictions and ownership requirements mitigate near-term selling pressure .
- Downside protections are standard and mostly double-trigger for CIC with no excise tax gross-ups; clawback is in place—acceptable shareholder-friendly posture .