Patrick Lockwood-Taylor
PERRIGO CoAbout Patrick Lockwood-Taylor
Patrick Lockwood-Taylor, age 56, is President & Chief Executive Officer of Perrigo Company plc and has served on the Board since 2023; he joined as CEO in June 2023 and is not classified as an independent director . Under his leadership, Perrigo delivered 2024 adjusted operating income growth of 6% to ~$0.6B, expanded adjusted operating margin by 160 bps to 13.9%, achieved adjusted EPS of $2.57 within guidance, executed $139M annual gross savings under “Project Energize,” refinanced ~$1.1B of debt, and raised the dividend by 5% . In November 2025, amid soft OTC consumption and infant formula dynamics, Perrigo updated its FY25 outlook to adjusted EPS of $2.70–$2.80 (+5–9% YoY) and announced a strategic review of the Infant Formula business, highlighting both execution progress and ongoing end-market risk .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Perrigo Company plc | President & Chief Executive Officer | 2023–Present | Leads “Stabilize, Streamline, Strengthen” plan; margin expansion and cost savings; portfolio simplification; debt refinancing; dividend increase . |
| Bayer USA (Bayer AG) | President, Bayer USA | 2020–2023 | Led U.S. operations; prior role as Regional President, Consumer Health North America (2018–2020) . |
| The Oneida Group Inc. | President & CEO | 2016–2018 | Led North American dinnerware supplier transformation . |
| Procter & Gamble | Multiple international leadership roles | 1991–2016 | Global leadership in operations, sales, marketing, brand and general management . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Bush Bros, LLC | Non-executive board member | 2019–Present | Private company board role . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $1,200,000 | $1,200,000 |
| AIP Target (% of Salary) | 120% (standard CEO plan) | 40% for 2024 only per amendment on Feb 21, 2024 |
| Actual AIP Payout (% of Target) | — | 63.7% (CEO) |
| Non-Equity Incentive Paid (Cash portion) | — | $305,760 (reflects 63.7% of 40% target; 1/3 paid in cash) |
Notes:
- For 2024, executive AIP was paid 1/3 in cash in March 2025 and 2/3 in service-vesting RSUs plus a 10% premium, vesting 50% in March 2026 and 50% in March 2027 (one-time under “Project Energize”) .
Performance Compensation
AIP Design and Results (2024)
| Metric (Corporate) | Weight | Target | Actual | Payout (% of Target) |
|---|---|---|---|---|
| AIP Net Sales | 20% | $4,654.6M | $4,345.9M | 66.8% |
| AIP Operating Income (currency-neutral) | 40% | $626.7M | $579.5M | 81.1% |
| AIP Gross Margin | 20% | 38.9% | 38.5% | 89.5% |
| AIP Operating Cash Flow | 20% | $341.2M | $306.8M | 0% |
CEO’s 2024 AIP payout was 63.7% of his (amended) 40% target; independent directors also applied an individual objectives modifier based on strategic execution (strategy articulation, capital allocation framework, program management office, infant formula stabilization, EPS within guidance, divestitures, culture/values) .
Long-Term Incentives
- 2024–2026 Grant Mix (CEO): 50% PSU based on three-year cumulative Adjusted Operating Income (“PSU OI”); 20% rTSR PSUs vs S&P 500; 30% service-vesting RSUs over three years .
- Realized pay-for-performance: 2022–2024 cycle paid 118% for OI PSUs; rTSR PSUs paid 0% (below 30th percentile), underscoring alignment with both operational and market performance .
| 2024–2026 LTI Components (CEO) | Grant Value ($) |
|---|---|
| PSU OI (50%) | $2,800,001 |
| rTSR PSUs (20%) | $1,099,675 |
| RSUs (30%) | $1,679,994 |
| Total | $5,579,670 |
Program changes for 2025 grants: replaced PSU OI with PSUs based on Free Cash Flow Return on Net Sales (FCF/NS) and updated the rTSR comparator group to relevant Consumer Staples peers (S&P 1500 subset + exec comp peers), reflecting investor feedback to emphasize returns and avoid duplicating AIP metrics .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 45,409 shares owned; 33,952 shares acquirable within 60 days; total 79,361; <1% of class (as of Mar 3, 2025) . |
| Outstanding Awards (12/31/24) | Service-vesting RSUs: 56,651 (7/10/23 grant) and 53,503 (4/5/24 grant); PSUs unearned: 17,906 (7/10/23) and 59,775 (4/5/24) . |
| RSU Vesting | 2024 service RSUs vest ratably over 3 years on grant anniversaries (i.e., beginning April 2025–2027) . |
| 2024 AIP RSU (one-time) | Issued March 2025; 2/3 of earned 2024 AIP +10% premium; vests 50% March 2026, 50% March 2027; CEO grant fair value $672,672 . |
| Ownership Guidelines | CEO required to hold 6x base salary; executives either met levels or are complying with retention requirements as of end-2024 . |
| Hedging/Pledging | Prohibited for directors and executive officers; no short sales, derivatives, margin, or pledging . |
| Options | No options reported for CEO in 2024 outstanding awards table . |
Implications for selling pressure: multiple vesting events in 2026–2027 (AIP RSUs and annual RSU tranches) may create periodic Form 4 activity for tax withholding or liquidity; policy bans hedging/pledging, and stock ownership requirements support alignment .
Employment Terms
| Term | Key Provision |
|---|---|
| Start Date & Role | CEO effective June 30, 2023; employment agreement effective June 30, 2023; initial 2-year term with auto-renewal . |
| Non-Compete/Non-Solicit | Two years post-termination; confidentiality obligations apply . |
| AIP 2024 Amendment | AIP target reduced to 40% for 2024 only; additional 2025 RSU grant equal to 2x actual 2024 AIP bonus +10%, vesting in two equal installments on 1st and 2nd anniversaries of grant date . |
| Severance (No CIC) | If terminated without cause/for good reason: cash $3,360,000; continued vesting of RSUs/PSUs for 24 months per plan terms; additional benefits per agreement . |
| Severance (Double-Trigger CIC) | Cash $5,280,000 (24 months of salary + target bonus), health premium cash for six months, immediate vesting of all equity (PSUs at target) . |
| AIP/LTIP Clawback | Compensation recovery policy adopted August 2023 per SEC/NYSE rules; plans amended to include clawbacks . |
| Perquisites & Benefits | Limited exec benefits (e.g., physical, relocation, financial counseling/tax); 401(k)/profit-sharing and participation in Non-Qualified Deferred Compensation Plan . |
| Deferred Comp (2024) | CEO contributions $1,089,662; company contributions $16,477; aggregate earnings $81,009; year-end balance $1,208,430 . |
Potential Payments (as of 12/31/24; illustrative per proxy table):
| Scenario | Cash | Service RSUs | PSUs | Total Est. |
|---|---|---|---|---|
| Change in Control (double trigger) | $5,280,000 | $2,743,936 | $3,865,783 | $11,889,719 |
| Death/Disability/Retirement | $1,440,000 | $2,743,936 | $1,935,034 | $6,118,970 |
| Termination w/o Cause or for Good Reason | $3,360,000 | $2,743,936 | $1,935,034 | $8,038,970 |
Board Governance
- Board service: Director since 2023; not independent due to officer status .
- Leadership structure: independent Chairman (Orlando D. Ashford); CEO and Chair roles separated since 2016 .
- Committees: Audit, Talent & Compensation (TCC), and Nominating & Governance (NGC) composed of independent directors; CEO is not a committee member .
- Attendance: Board met 7 times and committees met 18 times in 2024; each director attended at least 75% of meetings; all directors attended the 2024 AGM .
- Director compensation: employee directors (including CEO) receive no director fees or director RSUs .
Director Compensation (for reference)
- Non-employee director annual cash retainer $75,000; Chair $150,000; committee retainers as disclosed; annual director RSU grants ~$300,000 (Chair ~$375,000) vest in one year; employee directors receive none .
- Stock ownership for non-employee directors: 6x annual cash retainer; compliance indicated .
Compensation Structure Analysis
- Mix and risk: 85% of CEO target pay is performance-based/at-risk; 2024 base salaries generally flat for NEOs (including CEO) .
- 2024 AIP one-time change increased equity-delivered bonuses (2/3 in RSUs +10% premium), deferring cash and increasing retention via vesting through 2027 .
- Long-term plan evolution: moving from AOI growth PSUs to FCF/NS PSUs in 2025 responds to investor feedback favoring return metrics and avoids duplicating AIP measures .
- Governance guardrails: no single-trigger CIC cash severance; no excise tax gross-ups; robust clawback; no hedging/pledging; strong ownership guidelines; say-on-pay approved with >97% support in 2024 .
Equity Ownership & Beneficial Holdings (Detail)
| Holder | Ordinary Shares | Shares Acquirable Within 60 Days | Total | % of Class |
|---|---|---|---|---|
| Patrick Lockwood-Taylor (CEO) | 45,409 | 33,952 | 79,361 | <1% |
Compensation Peer Group (used for 2024 decisions; maintained for 2025)
Bausch Health, Campbell Soup, Church & Dwight, Clorox, Coty, Edgewell, Hain Celestial, Haleon, Helen of Troy, Herbalife, Kenvue, McCormick, Nu Skin, Post, Prestige Consumer Healthcare, Reckitt Benckiser, Spectrum Brands, TreeHouse Foods .
Targeting around the 50th percentile informs, but does not dictate, pay decisions .
Say-on-Pay & Shareholder Engagement
- Say-on-pay: Over 97% approval at 2024 AGM, indicating strong shareholder support .
- Engagement: Outreach to top 25 holders (64.3% of shares) and discussions with proxy advisors; feedback influenced PSU design and disclosure .
Risk Indicators & Red Flags
- rTSR PSUs paid 0% for 2022–2024, signaling underperformance vs S&P 500 peers over that window; OI PSUs paid 118% (operations improved despite market-relative TSR) .
- Anti-pledging and anti-hedging, absence of single-trigger severance, clawback adoption, and high say-on-pay support mitigate governance risk .
- End-market softness and infant formula industry dynamics prompted a 2025 outlook update and strategic review, indicating execution risk and portfolio actions ahead .
Expertise & Qualifications
- 25+ years in global consumer and healthcare companies (P&G, Bayer, Oneida); deep experience in strategic planning, brand-building, and general management .
- Current external role: non-executive board member at Bush Bros .
Investment Implications
- Alignment: High at-risk mix, robust clawback/ownership/anti-hedging policies, and return-centric 2025 LTIP (FCF/NS) align CEO incentives with shareholder value creation .
- Retention/selling pressure: 2024 AIP RSUs (vest 2026/2027) and standard RSU tranches through 2027 create defined vesting events that may drive periodic insider transactions for tax or liquidity; ownership rules and anti-pledging reduce misalignment risk .
- Downside/CIC costs: Double-trigger CIC and sizable equity acceleration create potential change-in-control costs ($11.9M illustrative total) but avoid single-trigger cash severance; severance without CIC totals ~$8.0M per proxy scenario .
- Execution: 2024 margin expansion and cost saves are constructive, but 2025 outlook cut and strategic reviews highlight continued operational and industry risks; monitoring TSR momentum, FCF/NS outcomes under the new LTIP, and progress on portfolio reviews is key for timing and trade decisions .
Additional Reference Tables
Summary Compensation (CEO)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 1,200,000 | 6,252,342 | 305,760 | 36,727 | 7,794,829 |
| 2023 | 604,615 | 4,300,008 | 1,080,000 | 83,346 | 6,067,969 |
Outstanding Equity Awards (CEO) at 12/31/2024
| Grant | Units Not Vested (RSUs) | Market Value ($) | Unearned PSUs (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| 7/10/2023 | 56,651 | 1,411,176 | 17,906 | 446,038 |
| 4/5/2024 | 53,503 | 1,332,760 | 59,775 | 1,488,995 |
Board Service & Independence Snapshot
- Director since: 2023
- Independence: Not independent (current officer)
- Chair structure: Separate independent Chair
- Meeting attendance: Board met 7x; each director ≥75%
Company Performance Highlights (FY2024)
| Metric | FY2024 Result |
|---|---|
| Reported Net Sales | $4.4B (vs $4.7B prior) |
| Adjusted Operating Income | ~$0.6B (+6% YoY) |
| Adjusted Operating Margin | 13.9% (+160 bps YoY) |
| Adjusted Diluted EPS | $2.57 |
| Operating Cash Flow | $363M |
| Net Leverage to Adj. EBITDA | 4.0x (from 4.5x) |
2025 Outlook Update (Q3 FY25)
- Adjusted EPS: $2.70–$2.80 (+5–9% YoY); portfolio reviews including Infant Formula announced .
Compensation Committee & Consultant
- TCC Chair: Jeffrey B. Kindler; members: all independent directors .
- Independent consultant: FW Cook; no conflicts .
Say-on-Pay
- 2024 approval: >97% .