Jonas Samuelson
PERRIGO CoAbout Jonas Samuelson
Jonas Samuelson, age 56, joined Perrigo’s Board in January 2025 as an independent director and currently serves on the Audit Committee and the Nominating & Governance Committee . The Board designated him as having the attributes of an “Audit Committee Financial Expert,” reflecting deep CFO/CEO experience and financial literacy . He is also a director of Volvo Car AB (NASDAQ Stockholm: VOLCAR B), serving on its People Committee . The Board has determined he is independent under NYSE standards, and Perrigo maintains a separate independent Chair with independent directors meeting in executive session regularly .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AB Electrolux | President & CEO | 2016 – Jan 2025 | Led global branded consumer products; strategic and financial leadership |
| Electrolux EMEA Major Appliances | CEO | 2011 – 2016 | General management of regional business |
| Electrolux Group | CFO | 2008 – 2011 | Financial leadership for global operations |
| Munters AB | CFO & EVP | 2005 – 2008 | Corporate finance and operations leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Volvo Car AB (VOLCAR B) | Director | 2022 – Present | People Committee |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Governance Committee member .
- Financial expertise: Identified by the Board as possessing “Audit Committee Financial Expert” attributes (along with other AC members) based on relevant education and work experience .
- Independence: Determined independent by the Board under NYSE standards; ten of eleven nominees are independent .
- Tenure/refresh: Appointed January 2025; Board average tenure ~5 years; skills matrix shows 0.5 years tenure for the newest director cohort .
- Attendance/engagement context: In 2024 the Board met 7 times; AC met 8; NGC met 4; each director serving in 2024 attended ≥75% of meetings (Samuelson joined in 2025) .
- Executive sessions and structure: Separate independent Chair; independent directors regularly meet in executive session .
Fixed Compensation
Director pay structure (non-employee directors):
| Component | Amount | Notes |
|---|---|---|
| Chairman annual cash retainer (in lieu of director retainer) | $150,000 | Paid to independent Chair |
| Director annual cash retainer | $75,000 | Standard for non-employee directors |
| Committee member retainer – Audit | $12,500 | Member retainer (non-chair) |
| Committee member retainer – Talent & Compensation | $12,500 | Member retainer (non-chair) |
| Committee member retainer – Nominating & Governance | $8,000 | Member retainer (non-chair) |
| Committee chair retainer – Audit | $25,000 | In lieu of member retainer |
| Committee chair retainer – Talent & Compensation | $25,000 | In lieu of member retainer |
| Committee chair retainer – Nominating & Governance | $16,000 | In lieu of member retainer |
Applicable structure for Samuelson given current committees: Director retainer plus Audit Committee member retainer and NGC member retainer; chair fees do not apply as he is not a chair .
Performance Compensation
Annual equity awards for non-employee directors are service-based RSUs that vest one year from grant; standard grant value ~$300,000 (Chair ~$375,000). Mid-year appointees typically receive pro-rated grants .
| Award | Performance Metric | Weight | Vesting | Grant Date | Grant-Date Shares | Grant-Date Fair Value | Grant-Date Price |
|---|---|---|---|---|---|---|---|
| Director RSUs (non-Chair) | Service-based (no performance metrics) | 100% | 1-year cliff vest | May 14, 2024 | 9,904 | $299,992 | $30.29 |
| Chair RSUs | Service-based (no performance metrics) | 100% | 1-year cliff vest | May 14, 2024 | 12,380 | $374,990 | $30.29 |
| Pro-rated RSUs for mid-year appointments | Service-based | 100% | 1-year from grant | Routine practice | — | Pro-rated | — |
Other Directorships & Interlocks
| Director | Other Public Company Boards | Committee Roles | Count |
|---|---|---|---|
| Jonas Samuelson | Volvo Car AB (VOLCAR B) | People Committee | 1 |
- Board considers overboarding risk and evaluated each nominee’s other commitments; Samuelson shows one other public board, within typical thresholds .
Expertise & Qualifications
- Broad leadership in global branded, consumer-focused and highly competitive product and service businesses as both CEO and CFO .
- Extensive strategic and financial expertise relevant to international corporations; insights in strategy, finance, capital markets, M&A, sales & marketing, industrial operations, and sustainable consumer-focused innovation .
- Designated with Audit Committee financial expert attributes by the Board .
Equity Ownership
| Holder | Ordinary Shares Beneficially Owned | Shares Acquirable Within 60 Days | Total | Ownership % |
|---|---|---|---|---|
| Jonas Samuelson | 0 | 0 | 0 | — |
- Director stock ownership guideline: 6x annual cash retainer; all non-employee directors and NEOs are in compliance either by meeting ownership levels or following retention requirements .
- Anti-hedging and anti-pledging: Directors and executive officers are prohibited from hedging Perrigo stock and from pledging Perrigo securities as collateral; short sales and certain derivatives are also prohibited .
Governance Assessment
- Strengths
- Independence, appointment to Audit and Nominating & Governance committees, and “Audit Committee Financial Expert” designation support strong oversight of financial reporting and governance .
- Significant CEO/CFO operating experience in global consumer businesses aligns with Perrigo’s self-care strategy and supply-chain/manufacturing oversight needs .
- Robust policy framework: anti-hedging/anti-pledging, majority voting, annual elections, separate Chair, executive sessions; strong 2024 say-on-pay support (97%) indicating improved investor alignment versus 2023 (67.2%) .
- Watch items
- New to the board (tenure ~0.5 years among newest directors) and had no beneficial PRGO ownership reported as of March 3, 2025; guideline compliance framework mitigates alignment risk as he seasons into the role .
- One external public board (Volvo Car AB) is within norms; no related-party transactions requiring disclosure were identified by the NGC .
Related-Party Exposure and Conflicts
- Policy requires NGC approval/ratification of related-party transactions; 2025 proxy reports none requiring disclosure, and the Code precludes conflicts .
Say-on-Pay & Shareholder Feedback (Signal for governance quality)
- 2024 AGM say-on-pay approval: >97% in favor, following extensive investor outreach; 2023 was 67.2% with follow-up engagement by the TCC and Board leadership .
Board Governance (Meeting Context)
| Body | 2024 Meetings | Notes |
|---|---|---|
| Board of Directors | 7 | Independent directors attended 2024 AGM; each director serving in 2024 attended ≥75% |
| Audit Committee | 8 | Current independent members include O’Connor (Chair), Karaboutis, Manzone, Parker, Samuelson; AC financial expert attributes include Samuelson |
| Nominating & Governance Committee | 4 | Current independent members include Karaboutis (Chair), Ashford, Brown, Doyle, Samuelson |
Note: Meeting counts and attendance relate to 2024 service; Samuelson joined January 2025 .
Director Compensation (Reference – 2024, illustrates structure)
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Range for non-Chair directors (examples) | 87,491 – 102,701 | 299,992 | 387,484 – 402,694 |
- Grant details: Non-Chair 9,904 RSUs at $30.29 per share (grant-date fair value $299,992), vesting one year; Chair 12,380 RSUs (grant-date fair value $374,990); pro-ration for mid-year appointments is routine .
Summary Judgment for Investors
- No red flags identified: independent status, AC financial expert designation, no related-party transactions disclosed, anti-hedging/pledging policies in force .
- Alignment will improve as ownership accumulates under guidelines; early-stage tenure and zero reported beneficial ownership at record date are typical for a new appointee but warrant tracking over the next year .
- The improved say-on-pay outcome in 2024 (97%) suggests strengthened investor confidence in governance and pay practices, which complements the addition of an experienced operator/financial leader to key oversight committees .