Jeffrey Kindler
PERRIGO CoAbout Jeffrey B. Kindler
Jeffrey B. Kindler, age 69, has served as an independent director of Perrigo Company plc since 2017. He is Chair of the Talent & Compensation Committee and brings deep healthcare, pharmaceutical, and corporate leadership experience, including prior service as Chairman and CEO of Pfizer and senior roles at General Electric and McDonald’s .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer | Chairman & Chief Executive Officer | Not disclosed | Led multinational pharmaceutical operations; experience in regulation, litigation, compliance, crisis management, brand/franchise, M&A |
| McDonald’s | Senior leadership roles | Not disclosed | Corporate leadership and brand/franchise expertise |
| General Electric | Senior leadership roles | Not disclosed | Corporate leadership and operations expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Artis Ventures | Venture Partner | 2020–Present | Focused on life-sciences investing |
| Blackstone Group | Senior Advisor | 2020–Present | Advisor to largest alternative asset manager |
| Centrexion Corporation | Chief Executive Officer | 2013–Present | Biopharmaceutical operator |
| Terns Pharmaceutical (NASDAQ: TERN) | Director | 2021–Present | Compensation Committee; Audit Committee |
| Precigen (NASDAQ: PGEN) | Director | 2012–Present | Compensation Committee; Audit Committee |
| Lupin Pharmaceuticals (NYSE: LUPIN) | Director | 2024–Present | Risk Management and Strategy Committee |
| Prior Boards: PPD (2017–2021), vTv Therapeutics (2015–2020), SIGA Technologies (2013–2020) | Director | Various | Public company board governance |
Board Governance
- Independence: Determined independent by the Board under NYSE standards; 10 of 11 nominees independent, including Kindler .
- Committee assignments: Chair, Talent & Compensation Committee (TCC); TCC met 6 times in 2024 and engaged FW Cook as an independent consultant with no conflicts of interest .
- Attendance: Board met 7 times; committees met 18 times; each director attended at least 75% of meetings; all directors attended the 2024 AGM .
- Board leadership: Separate independent Chair (Orlando Ashford); independent directors hold regular executive sessions .
- Stock ownership guidelines: Directors required to hold 6x annual cash retainer; all non‑employee directors in compliance or under retention requirements .
- Related-party transactions: None requiring disclosure; annual D&O questionnaires reviewed; NGC oversees approvals .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Director Annual Cash Retainer | $75,000 | Standard non-employee director retainer |
| Committee Chair Retainer (TCC) | $25,000 | Chair retainer in lieu of member retainer |
| Total Fees Earned (Cash) | $100,000 | Reported for Kindler |
Performance Compensation
| Equity Award | Grant Date | Units/Shares | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (Annual Director Grant) | May 14, 2024 | 9,904 | $299,992 | 1-year cliff | Company-wide director grant at $30.29 per share closing price |
| Total 2024 Equity (Kindler) | — | — | $299,992 | — | Total director stock awards reported |
The director equity grant is service-based (time vesting) with no performance conditions; hence pay-for-performance linkage for directors is via ownership and long-term alignment rather than PSU metrics .
Other Directorships & Interlocks
| Company | Industry Link to PRGO | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| Terns Pharmaceutical (TERN) | Biopharma; clinical-stage | Compensation; Audit | No PRGO-related transactions disclosed; NGC reviews related-party risks annually |
| Precigen (PGEN) | Biotechnology | Compensation; Audit | No PRGO-related transactions disclosed |
| Lupin Pharmaceuticals (LUPIN) | Pharmaceuticals | Risk Management & Strategy | Potential sector overlap consideration; no transactions disclosed |
- Overboarding review: NGC evaluates director workloads; Kindler serves on three other public company boards, which NGC considered when recommending nominees .
Expertise & Qualifications
- Sector expertise: Pharmaceutical, healthcare, retail; multinational corporate matters (regulation, litigation, compliance, crisis management) .
- Leadership: CEO experience, public company board experience, M&A/corporate development .
- Governance: Compensation oversight, audit oversight experience; independent TCC chair at PRGO .
Equity Ownership
| Holder | Ordinary Shares Owned | Shares Acquirable within 60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Jeffrey B. Kindler | 5,409 | 9,904 | 15,313 | <1% |
- Anti-hedging/pledging: Company policy prohibits directors from hedging or pledging Perrigo securities .
- Ownership guidelines: Directors must maintain 6x annual cash retainer; all directors in compliance or retention status .
Governance Assessment
- Strengths:
- Independent TCC Chair role; robust compensation governance with independent consultant (FW Cook) and clawback policy; no consultant conflicts .
- Strong shareholder alignment signals: 2024 say-on-pay approval >97% .
- Prohibitions on hedging/pledging and majority voting for directors; regular executive sessions and clear separation of Chair/CEO .
- Watch items:
- Board time commitments: Three concurrent public boards plus multiple external roles; NGC has explicitly reviewed overboarding risks, but ongoing monitoring is prudent .
- Sector interlocks: Pharmaceutical board roles (e.g., Lupin, Precigen, Terns) warrant routine related-party and competitive conflict checks; PRGO reports no related-party transactions and annual NGC oversight .
Overall signal: Kindler’s compensation is standard and primarily in equity; independence and committee leadership are clear; external pharma board service adds sector insight but requires vigilant conflict oversight—current disclosures indicate no related-party issues and strong governance controls .