Kevin Egan
PERRIGO CoAbout Kevin Egan
Kevin Egan (age 59) is an independent director nominee to the Perrigo Board, proposed for appointment effective May 1, 2025. He is a former Partner and Head of Audit & Assurance at PwC Ireland with 37 years of audit and regulatory experience, and currently serves on the Audit Committee of the National University of Ireland. Core credentials include extensive financial, accounting, and auditing expertise, support of regulatory inspections and investigations, and experience managing cyber-incident recovery.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PwC Ireland | Partner, Audit & Assurance | 1998 – 2024 | Former Head of Audit & Assurance (2007–2015); senior leadership team; led audits of US‑listed and regulated companies; supported external regulatory inspections, internal investigations into false accounting/fraud, and cyber-attack recovery |
| PwC Ireland | Head of Audit & Assurance | 2007 – 2015 | Led national practice; oversight of audit quality and regulatory matters |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National University of Ireland | Audit Committee Member | 2021 – Present | Member of Audit Committee |
| Other public company boards | n/a | — | No current public company directorships |
Board Governance
- Independence: The Board determined Kevin Egan is independent under NYSE standards and has no material relationships that would impair independence.
- Election/tenure: Nominated for election at the May 1, 2025 AGM to serve until the 2026 AGM; Board proposes his appointment effective May 1, 2025.
- Committee assignments: Not disclosed yet for Mr. Egan; current 2024 rosters list AC (O’Connor, Chair; Karaboutis; Manzone; Parker; Samuelson), TCC (Kindler, Chair; Alford; Ashford; Brown; Doyle), NGC (Karaboutis, Chair; Ashford; Brown; Doyle; Samuelson).
- Attendance: In 2024, the Board met 7 times and committees met 18 times; each then‑serving director attended at least 75% of meetings. Mr. Egan was not yet on the Board in 2024.
- Board leadership/engagement: Separate independent Chair and CEO; independent directors meet in executive session regularly.
- Voting standard: Majority voting for directors; each nominee stands for annual election.
- Ownership guidelines: Non‑employee directors must attain stock ownership equal to 6x the annual cash retainer; directors must comply or be subject to retention requirements.
Fixed Compensation
Non‑employee director pay structure (2024 program, which applies unless changed):
| Component | Amount |
|---|---|
| Director annual cash retainer | $75,000 |
| Chairman annual cash retainer (in lieu of director retainer) | $150,000 |
| Committee member retainer – Audit | $12,500 |
| Committee member retainer – Talent & Compensation | $12,500 |
| Committee member retainer – Nominating & Governance | $8,000 |
| Committee chair retainer – Audit | $25,000 |
| Committee chair retainer – Talent & Compensation | $25,000 |
| Committee chair retainer – Nominating & Governance | $16,000 |
Notes:
- Equity compensation described below; program unchanged in 2024; mid‑year appointees typically receive pro‑rated grants.
Performance Compensation
Directors receive time‑based RSUs; there are no performance metrics for director equity.
| Element | Typical Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU grant (non‑employee directors) | ~$300,000 grant-date fair value | Vest 1 year from grant date | None (service-based only) |
| Chair RSU grant | ~$375,000 grant-date fair value | Vest 1 year from grant date | None (service-based only) |
| Pro‑ration for new directors | Pro‑rated annual RSU grant provided for mid‑year appointments | As specified | None (service-based only) |
Anti‑hedging/pledging: Directors are prohibited from hedging, pledging, holding in margin accounts, or short‑selling Perrigo securities.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Academic/non‑profit boards | National University of Ireland – Audit Committee Member (2021–Present) |
| Disclosed interlocks or related‑party dealings | None requiring disclosure per Related‑Party Transaction Policy review |
Expertise & Qualifications
- Financial/audit expertise: Former Head of Audit & Assurance and long‑tenured PwC Ireland Partner; extensive experience with US‑listed and regulated companies and regulatory interfaces.
- Investigations and cyber: Supported clients in external regulatory inspections, internal investigations into false accounting/fraud, and cyber-attack recovery.
- Governance: Assessed by NGC for independence, integrity, governance understanding, and time commitment as part of nomination process.
Equity Ownership
| Holder | Direct/Indirect Shares | Shares Acquirable Within 60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Kevin F. Egan | — | — | — | * (less than 1%) |
- As of March 3, 2025 (record date), no beneficial ownership was reported for Mr. Egan.
- Anti‑hedging/pledging policy applies (prohibits hedging/pledging).
- Director stock ownership guideline: 6x annual cash retainer; directors must hold or retain shares until compliant.
Governance Assessment
- Strengths
- Independent nominee with deep audit and financial reporting expertise; enhances Audit Committee bench strength and board oversight of financial integrity.
- No related‑party transactions requiring disclosure; reduces conflict risk.
- Strong board governance framework (separate Chair/CEO; majority voting; executive sessions; anti‑hedging/pledging).
- Watch items
- No reported share ownership as of the record date; alignment will rely on RSU grants and compliance with director ownership guidelines over time.
- Committee assignments and chair roles not yet disclosed; visibility into his specific board workload and influence will come post‑appointment.
- Implications
- Mr. Egan’s Big Four leadership background and regulatory experience are positive signals for audit rigor and risk oversight; near‑term monitoring should focus on his committee placement and progress toward ownership guidelines to assess alignment and engagement.