Geoffrey Parker

About Geoffrey M. Parker

Independent director of Perrigo (PRGO) since 2016; age 60. He serves on the Audit Committee and is designated by the Board as an “Audit Committee Financial Expert.” Parker is currently Executive Vice President & Chief Financial Officer of Allogene Therapeutics (since 2023) and previously served as COO & CFO of Tricida (2017–2023), CFO of Anacor Pharmaceuticals (2010–2015), and Managing Director & Partner in Healthcare Investment Banking at Goldman Sachs (1997–2009) .

Past Roles

External Roles

Board Governance

• Committee memberships: Audit Committee member; not a chair .
• Audit Committee Financial Expert: Yes (SEC-defined attributes via education/experience) .
• Independence: Board determined he is independent under NYSE rules; no material relationships impairing independence .
• Tenure on PRGO board: Director since 2016 .
• Attendance and engagement: Board met 7 times and committees 18 times in 2024; each director attended at least 75% of the Board and committee meetings on which they served, and all directors then serving attended the 2024 AGM .
• Overboarding check: NGC evaluated director time commitments and overboarding policies as part of nominations; Parker serves on no other public company boards currently .

Fixed Compensation

Structure (non‑employee directors):

• Annual cash retainer: $75,000
• Committee member retainers: Audit $12,500; Talent & Compensation $12,500; Nominating & Governance $8,000
• Committee chair retainers (in lieu of member fee): Audit $25,000; TCC $25,000; NGC $16,000
• Chairman retainer (in lieu of director retainer): $150,000
• No changes to level/mix for 2024

2024 cash actually paid to Parker:

Performance Compensation

Equity awards (non‑employee directors):

• Annual RSU grant value: ~$300,000 for directors; Chairman ~$375,000; one-year cliff vest
• 2024 grant specifics: 9,904 service‑based RSUs granted May 14, 2024; grant date fair value $299,992 based on closing price $30.29; vests one year after grant

Notes:

• Director equity is service‑based (RSUs). No director performance metrics (e.g., PSU goals) are disclosed for non‑employee director grants .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial management and capital allocation expertise as multi‑company CFO and former healthcare investment banker; extensive capital markets and M&A experience .
• Biotech sector and regulatory strategy experience; brings healthcare industry trend insights to PRGO .
• Designated Audit Committee Financial Expert .

Equity Ownership

• Stock ownership guidelines: Non‑employee directors must attain ownership equal to 6x annual cash retainer; all non‑employee directors are in compliance (either meet levels or comply with retention requirements) .

Governance Assessment

Strengths (investor‑confidence positives)

• Independent director with no material relationships; currently serves on no other public boards, limiting overboarding risk .
• Audit Committee member and SEC‑defined Financial Expert; enhances oversight of financial reporting, internal controls, and auditor independence .
• Compensation alignment: majority of director pay delivered in equity RSUs with one‑year vesting; 2024 mix unchanged, supporting stability and alignment .
• Ownership alignment: 61,545 total beneficial shares; compliance with robust 6x retainer stock ownership guideline .
• Attendance: Each director met at least 75% attendance threshold; all attended AGM, supporting engagement .
• Related‑party review: NGC reports no related‑party transactions requiring disclosure, mitigating conflict risk .
• Compensation oversight uses independent advisor FW Cook; TCC determined no consultant conflicts .

Risk indicators and potential red flags (to monitor)

• Tricida bankruptcy context: Proxy notes Parker previously served as CFO of Tricida, which filed for bankruptcy in 2023 after its investigational drug failed its primary endpoint. While not a PRGO matter, some investors may view this background as a governance/performance signal to monitor .
• External executive role: Parker is active CFO of Allogene Therapeutics; while he holds no other public boards, time commitments should be monitored, especially given PRGO Audit Committee duties. The NGC states it evaluated director time commitments and overboarding concerns in recommending nominees .

Director Compensation (Summary for 2024)

Policy highlights:

• Cash retainers: $75,000 director retainer plus $12,500 Audit Committee member retainer for Parker .
• Director equity: ~$300,000 annual RSU grant; one‑year vest .

Board Activity Snapshot (2024)

• Board meetings: 7; Committee meetings: 18 (Audit met 8 times) .
• Parker committee assignment: Audit .
• Attendance: Each director ≥75% of applicable meetings; all directors then serving attended 2024 AGM .

Related‑Party Transactions & Conflicts

• Policy requires NGC approval/ratification of covered related‑party transactions; annual D&O questionnaires reviewed .
• NGC determined no transactions required disclosure in the 2025 proxy .
• Code of Conduct mandates conflict avoidance and disclosure; posted policy and prompt disclosure of any waivers/amendments .

Notes on Director Nomination Context

• Independence: 10 of 11 nominees independent; Parker included .
• Nomination considerations include engagement, skills, time availability, and overboarding policies; NGC evaluated these factors for all nominees .

Overall: Parker contributes deep financial and healthcare expertise as an independent Audit Committee financial expert with meaningful share ownership and equity‑heavy pay mix. Primary monitoring items are workload given his CFO role and the historical Tricida bankruptcy context; no related‑party issues or attendance concerns are disclosed .