Matt Winterman

About Matt Winterman

Matt Winterman was appointed Executive Vice President, Product Supply, Operations Strategy & Transformation Officer at Perrigo, effective June 23, 2025, bringing more than 20 years of global supply chain and strategy leadership to the company . He previously served as SVP of Global Supply Chain and Strategy at AstraZeneca, overseeing a $54 billion supply chain across 5,000 SKUs; before that he was Global Head of end-to-end Supply Chain at Roche and held senior technical operations and supply chain roles at GSK . Winterman holds a Bachelor of Science in Economics from the University of Bristol . Company performance context: in FY2024, Perrigo reported net sales of $4.4B (down from $4.7B), adjusted operating income of ~$0.6B (+6% YoY), adjusted operating margin of 13.9% (+160 bps), adjusted EPS of $2.57, and operating cash flow of $363M . Perrigo’s long-term incentive mix includes PSU Operating Income and Relative TSR PSUs; notably, the 2021–2023 rTSR PSUs earned 0 shares due to performance below the 30th percentile versus the S&P 500 .

Past Roles

External Roles

Fixed Compensation

• Compensation specifics for Winterman (base salary, target bonus, sign-on or buy-out equity) were not disclosed in the June 4, 2025 8-K, which furnished a press release and did not include an offer letter or employment agreement for him .

Executive Stock Ownership Guidelines (applicable to Winterman’s EVP role):

Additional ownership/retention rules: at least 50% of counted ownership must be directly owned (or vested/earned awards); until meeting guidelines, executives must retain at least 50% of net shares from vesting/exercises and may not sell already held shares . Anti-hedging/anti-pledging: executives are prohibited from pledging Perrigo securities and from hedging or short sales .

Performance Compensation

Perrigo’s executive annual incentive plan (AIP) metrics and results (2024 program design; provides context for Winterman’s role-level incentives):

Vesting and payment design change for 2024 AIP (Project Energize): one-third paid in cash in March 2025; two-thirds plus a 10% premium granted as AIP Bonus RSUs vesting 50% in March 2026 and 50% in March 2027; this change will not repeat for the 2025 AIP .

Long-term incentives and peer benchmarking:

• PSU Operating Income: 2024–2026 design measures three-year cumulative adjusted operating income (cumulative dollar targets) .
• rTSR PSUs: payout 0–200% of target based on percentile rank versus S&P 500; if absolute TSR is negative, max payout is 100% of target; 2021–2023 rTSR PSUs earned 0 shares due to below 30th percentile .
• 2025–2027 rTSR PSU comparator set includes Perrigo’s executive comp peer group plus select S&P 1500 Consumer Staples peers (Personal Care, Packaged Food & Meat, Household Products) with $1–$20B revenues; examples include Church & Dwight, Colgate-Palmolive, Haleon, Reckitt, Clorox, Estée Lauder, Conagra, Kenvue, Hershey, Smucker, e.l.f. Beauty, Energizer, TreeHouse Foods and others .

Equity Ownership & Alignment

• Insider filings: Winterman filed a Form 3 (Initial Statement of Beneficial Ownership) on August 22, 2025, for event date June 23, 2025 . He subsequently filed a Form 4 on September 16, 2025; the filing notes “Each Restricted Stock Unit represents a contingent right to receive one Perrigo Company plc ordinary share” .
• Anti-pledging/hedging: Executives are prohibited from pledging Perrigo securities and from engaging in hedging transactions, short sales, or holding Perrigo securities in margin accounts .
• Ownership guidelines and retention: EVP requirement is 3x salary; until achieved, executives must retain at least 50% of net shares from vesting/exercises and refrain from selling already held shares, which mitigates near-term selling pressure from vesting events .

Employment Terms

• Appointment effective date and role: EVP, Product Supply, Operations Strategy & Transformation Officer, effective June 23, 2025 .
• Offer letter/employment agreement: none filed with the June 4, 2025 8-K; the filing furnished a press release and did not include Winterman’s employment agreement .
• Corporate policy context: Perrigo discloses no single-trigger cash severance on change-of-control and no excise tax gross-ups, aligning practices with shareholder-friendly standards . Clawback policy adopted per final SEC rules/NYSE standards applies to incentive compensation in the event of restatements due to misconduct .
• Compensation committee and risk oversight: The Talent & Compensation Committee (TCC) uses an independent consultant (FW Cook) and concluded the program design does not encourage excessive risk taking .

Investment Implications

• Alignment and selling pressure: Strict anti-pledging/anti-hedging policies and stock ownership retention requirements reduce misalignment and near-term selling pressure from vesting, supporting longer-term equity alignment for Winterman as he ramps in the EVP role .
• Equity incentive visibility: Form 3 and Form 4 filings confirm equity-based compensation is part of Winterman’s pay mix; monitor future Form 4s for RSU vesting schedules, quantities, and any discretionary awards, which can inform retention risk and potential trading pressure around vest dates .
• Performance levers: AIP and LTIP metrics (Operating Income, Net Sales, Gross Margin, Operating Cash Flow; PSU OI and rTSR PSUs) tie payouts to operational execution and market performance; watch Perrigo’s progress on margin expansion and cash flow, which directly influence incentive outcomes .
• Disclosure next steps: Winterman’s detailed compensation (salary, target bonus, severance/change-of-control terms) was not disclosed in the appointment 8-K; expect the next proxy to include NEO-level details if he is designated, improving clarity on pay-for-performance alignment and retention economics .