| 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.