Orlando Ashford
PERRIGO CoAbout Orlando D. Ashford
Independent Chairman of the Board at Perrigo since May 2022; director since 2020. Age 56. Currently serves on the Talent & Compensation Committee and the Nominating & Governance Committee. Background includes interim CEO of the National Black MBA Association (Feb 2025–present), Chief People Officer of Fanatics (2022–Jan 2025), Executive Chairman of Azamara (2021–2022), President of Holland America Line (2014–2020), and strategic advisor to Sycamore Partners (2020–2021). The Board has determined he is independent under NYSE standards. In 2024, the Board met 7 times and every director attended at least 75% of Board and committee meetings. As independent Chair, his responsibilities include presiding over meetings and executive sessions, serving as liaison to the CEO, and approving Board agendas and schedules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Black MBA Association | Interim Chief Executive Officer | Feb 2025 – Present | Leadership and organizational stewardship during transition |
| Fanatics Holdings Inc. | Chief People Officer | 2022 – Jan 2025 | Human capital, culture, and organizational development |
| Azamara Cruise Lines | Executive Chairman | 2021 – 2022 | Strategy and governance |
| Holland America Line | President | 2014 – 2020 | Global operating leadership; change management |
| Sycamore Partners | Strategic Advisor | 2020 – 2021 | Human capital/organizational expertise for portfolio companies |
External Roles
| Organization (Public) | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Array Technologies, Inc. (NASDAQ: ARRY) | Director | 2020 – Present | Compensation Committee |
| ITT Inc. (NYSE: ITT) | Director (prior) | 2011 – 2022 | Not specified in PRGO proxy |
Board Governance
- Independence: Board determined Ashford is independent; 10 of 11 nominees independent (CEO not independent). No material relationships impairing independence.
- Roles: Independent Chairman since May 2022; responsibilities include presiding at Board and independent director executive sessions, liaison to CEO, calling meetings of independents, approving agendas/schedules. Initial Chair term three years, subject to annual review/re-election.
- Committees: Member—Talent & Compensation Committee (TCC) and Nominating & Governance Committee (NGC).
- Committee cadence and independence: TCC met 6x in 2024; NGC met 4x formally plus regular advisor sessions; both committees composed of independent directors.
- Attendance: Board met 7x in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 AGM.
- Shareholder engagement: Ongoing program; outreach to top 25 investors (~64.3% of shares); engagement included proxy advisors; feedback informed compensation/ESG disclosures.
- Compensation consultant independence: TCC engaged FW Cook; TCC determined no conflicts of interest.
- Overboarding considerations: NGC reviewed directors’ outside boards and time commitments; Ashford serves on one other public board (ARRAY).
Fixed Compensation
| Program Element | Amount | Notes |
|---|---|---|
| Chairman annual cash retainer (in lieu of director retainer) | $150,000 | Applies to independent Chair |
| Director annual cash retainer | $75,000 | For non-Chair directors |
| Committee member retainers – Audit | $12,500 | Member retainer |
| Committee member retainers – Talent & Compensation | $12,500 | Member retainer |
| Committee member retainers – Nominating & Governance | $8,000 | Member retainer |
| 2024 Cash paid to Ashford | $158,000 | Fees Earned or Paid in Cash in 2024 |
Performance Compensation
| Award Type | Grant Date | Units | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSU (Chairman annual grant) | May 14, 2024 | 12,380 | $374,990 | Vests 1 year from grant | None (service-based) |
| Program design (Chairman) | Annual | N/A | ~$375,000 | One-year vest | Service-based RSUs link pay to shareholder interests |
Grant date fair value based on $30.29/share for May 14, 2024 director grants; Chair received 12,380 RSUs vs. 9,904 for other directors.
Compensation Mix (2024 – Ashford)
| Component | Amount | Mix |
|---|---|---|
| Cash | $158,000 | 29.7% |
| Equity (RSUs) | $374,990 | 70.3% |
| Total | $532,990 | 100% |
Other Directorships & Interlocks
| Company | Type | Status | Potential Interlock/Conflict Disclosure |
|---|---|---|---|
| Array Technologies, Inc. (ARRY) | Public | Current | None disclosed by Perrigo; no related-party transactions requiring disclosure per NGC review |
| ITT Inc. | Public | Former | None disclosed by Perrigo; no related-party transactions requiring disclosure |
- Related-party transactions: NGC determined no related-party transactions require disclosure in the proxy.
Expertise & Qualifications
- 30+ years in executive and human capital leadership; deep experience in talent management, organizational development, change management, and corporate HR.
- Track record in planning/executing change initiatives and enabling strategy execution.
- Public company board experience and Compensation Committee service (ARRY).
Equity Ownership
| Holder | Ordinary Shares Beneficially Owned | Shares Acquirable Within 60 Days | Total | % of Class |
|---|---|---|---|---|
| Orlando D. Ashford | 15,733 | — | 15,733 | * (<1%) |
- Director stock ownership guidelines: Non-employee directors must attain ownership equal to 6x annual cash retainer; all non-employee directors are in compliance (meet levels or retention requirements).
- Hedging/pledging: Company policy prohibits hedging or pledging of Perrigo stock as part of compensation governance practices.
Governance Assessment
- Board effectiveness and leadership: As independent Chair since 2022, Ashford enhances board independence and oversight through agenda control, executive sessions leadership, and CEO liaison responsibilities—favorable for investor confidence.
- Independence and conflicts: Determined independent with no material relationships; NGC found no related-party transactions requiring disclosure—low conflict risk.
- Engagement and workload: Serves on one other public board (not overboarded) and held a senior operating role at Fanatics through Jan 2025; NGC explicitly evaluated time commitments in its nominations process—mitigated overboarding risk.
- Committee contributions: Serves on TCC and NGC; TCC uses an independent consultant (FW Cook) with no conflicts—supports compensation governance quality.
- Attendance and diligence: Board met 7x; each director attended at least 75% of Board/committee meetings and all directors attended the 2024 AGM—no attendance red flags.
- Pay alignment: 2024 director pay skewed to equity (~70%), with one-year RSU vesting—supports alignment with shareholders and board refresh flexibility.
- RED FLAGS: None disclosed. Monitoring item—concurrent interim CEO role (NBMBAA) introduced in 2025; continue to monitor aggregate commitments and potential time constraints.