Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 11, 2022, Perrigo Company plc (the "Company") announced the retirement of
Mr. Todd Kingma, Executive Vice President (EVP), General Counsel, and Corporate
Secretary, effective August 31, 2022.
The Company has appointed Ms. Kyle Hanson, 57, to assume the roles of EVP,
General Counsel and Corporate Secretary, effective June 1, 2022. To assist with
a seamless transition, Mr. Kingma will serve in an advisory capacity until his
retirement.
Ms. Hanson is a highly skilled lawyer, with nearly 25 years of experience as
counsel for consumer-focused companies. She spent the last four years at
Wolverine Worldwide, Inc. (NYSE: WWW), where she served as Senior Vice
President, General Counsel and Secretary. Prior to Wolverine, Ms. Hanson served
for 20 years in various roles of increasing responsibility, including as General
Counsel, at The Buckle (NYSE: BKE).
There is no arrangement or understanding between Ms. Hanson and any other
persons pursuant to which Ms. Hanson was selected as an officer. There are no
family relationships between Ms. Hanson and any director or executive officer of
the Company and no related-party transactions involving Ms. Hanson that would
require disclosure under Item 404(a) of Regulation S-K.
Additionally, as previously announced, Mr. Ray Silcock informed the Company of
his intent to retire as Chief Financial Officer (CFO) and principal accounting
officer of the Company, to be effective July 15, 2022.
The Company has appointed Mr. Eduardo Bezerra, 47, as EVP and CFO, effective
May 16, 2022, succeeding Mr. Silcock, who will serve in an advisory capacity
until his retirement on July 15, 2022.
Prior to joining the Company, Mr. Bezerra served as Senior Vice President and
Chief Financial Officer of Fresh Del Monte Produce, Inc. (NYSE: FDP). He
previously served in multiple finance, as well commercial and strategy positions
with increasing responsibility at Monsanto Company for over 20 years, before the
company was acquired by Bayer AG, when he took the lead on all finance-related
integration matters.
The Company and Mr. Bezerra entered into an offer letter, on May 6, 2022 (the
"Offer Letter"). Pursuant to the Offer Letter, Mr. Bezerra's base salary will be
$700,000 annually and he will receive a one-time sign-on bonus of $200,000,
which is subject to partial repayment if Mr. Bezerra voluntarily terminates his
employment within the first two years of his start date. Mr. Bezerra will
participate in Perrigo's Annual Incentive Plan, with a 2022 target award of 80%
of his base salary. Mr. Bezerra will also participate in the Company's 2019
Long-Term Incentive Plan (the "LTIP Plan"), with a 2022 award value of
$1,800,000, subject to the terms of the LTIP Plan and award agreements
thereunder. In addition, Mr. Bezzera will be eligible to participate in the
Company's U.S. Severance Policy Amended and Restated Effective February 14,
2019, as well as other benefit plans offered to executive employees of the
Company.
There is no arrangement or understanding between Mr. Bezerra and any other
persons pursuant to which Mr. Bezerra was selected as an officer. There are no
family relationships between Mr. Bezerra and any director or executive officer
of the Company and no related-party transactions involving Mr. Bezerra that
would require disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On May 11, 2022, the Company issued a press release announcing the matters
described in Item 5.02, above. A copy of the Company's press release is
furnished herewith as Exhibit 99.1.
The information set forth in this Item 7.01 and in Exhibit 99.1 attached hereto
is being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Exchange Act, or otherwise subject to the liabilities of such section nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, regardless of any general
incorporation language in such filing, except as shall be expressly set forth by
specific reference in such filing.
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ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
10.1 Letter Agreement between the Company and Eduardo Bezerra,
dated May 6, 2022.
99.1 Press Release issued by Perrigo Company plc on May 11,
2022.
104 Cover Page Interactive Data file (embedded within the Inline
XBRL document).
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