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Amneal Pharmaceuticals, Inc.

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Noticeof 2019

2022
Annual Meeting of Stockholders
and Proxy Statement

By Order of the Board of Directors,

David A. Buchen

Jason B. Daly
Senior Vice President, Chief Legal Officer & Corporate
Secretary

Bridgewater, New Jersey

March 22, 201925, 2022

Review your proxy statement and vote in advance of the meeting in one of fourthree ways:
INTERNET
INTERNET	BY TELEPHONE	BY MAIL	IN PERSON
Visit the website on your proxy card	Call the telephone number on your proxy card	Sign, date and return your proxy card in the enclosed envelope	Attend the annual meeting in Bridgewater, New Jersey
Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.   Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 6, 2019:9, 2022:   The notice of annual meeting, this proxy statement and our annual report on Form 10-K for the fiscal year ended December 31, 20182021 are available at www.proxyvote.com.

To

Our Valued
Stockholders,

Robert Stewart

President & Chief Executive Officer

2018 was a year of significant progress for Amneal. We evolved our company with the completion of the Impax Laboratories merger – a transformative combination that has established Amneal as an industry leader with high-value generic product pipelines and a growing specialty business. Our team did an incredible job completing the Impax integration, accelerating synergy capture, launching high-value products and driving future value through the effective deployment of our capital.

As a result, even as we face significant market headwinds, we are entering 2019 a stronger, more robust Amneal with a clearly defined strategy to maximize our growth potential, stay ahead of the competition and respond to the current environment. By executing on this strategy, we are confident that we will deliver sustainable long-term growth for our shareholders and advance our mission to “make healthy possible.”

2018 Highlights

Although 2018 combined revenues were essentially flat due to industry headwinds and earlier-than-expected competition on key products, we achieved strong 2018 bottom-line results. Notably, on a full-year basis, combined adjusted EBITDA* grew by 16% to $584 million, combined adjusted diluted EPS* was $0.98 and operating cash flow was $250 million. In addition, we achieved sequential growth across all metrics as we moved through the year and ended 2018 with a strong fourth quarter.

“Our near-term priorities are focused on delivering double-digit earnings growth and solid operational cash flows”

We made significant strides in achieving our strategic priorities in 2018. We completed the Impax merger in May, and at the same time acquired Gemini Laboratories. Theintegration of Amneal with Impax and Gemini is largely complete. By the end of 2018, we completed nearly all key integration milestones and rapidly captured $60 million in synergies for 2018. We are ahead of schedule to deliver more than $200 million in synergies by the end of 2020.

Through

To
Our Fellow Stockholders, Stakeholders and Colleagues,

Chintu Patel Co-Founder, Co-Chief Executive Officer and Director		Chirag Patel Co-Founder, Co-Chief Executive Officer, President and Director

2021 was another successful year for Amneal as we continued to drive strong execution, a robust cadence of new product innovations, enhanced operating efficiencies delivering margin expansion, and strategic M&A bolstering our focus onoperational excellence,we advanced our strategy to buildcore capabilities, pipeline, and portfolio. Today, Amneal is a diversified pipelineand growing pharmaceutical company across Generics, Specialty, Injectables, Biosimilars, Distribution and International. Our mission – we make healthy possible – is central to our success in improving access to affordable, high-quality, and innovative medicines. We are deeply grateful for our talented global employee family, which continues to grow stronger in size, passion, capability, and achievement. It is their hard work and passion for helping others that enables Amneal to impact so many lives.

2021 Highlights

Across Amneal, there were several notable accomplishments in 2021, including:

Acquired Kashiv Specialty Pharmaceuticals in January 2021, which is focused on the development of complex high-value genericgenerics, innovative drug delivery platforms and novel 505(b)(2) drugs;

Launched 28 new Generics products as the portfolio continues to help insulateshift towards more complex, non-oral solid products;

Our near-term priorities are focused on delivering double-digit earnings growth and solid operational cash flows. To do this, we will accelerate organic growth through the advancement of more than 215 products filed with the FDA or in development, drive continued operational excellence, improve our earnings potential by capturing targeted synergies, and leverage those savings to reinvest in the business.

From a long-term perspective, we are focused on strategically deploying our capital to support our growth goals. This will include expanding our generics business, where our focus is on high-value opportunities, and growing our specialty and biosimilars portfolios. At the same time, we will consider other adjacencies to insulate the company from the quarter-to-quarter fluctuations that are common to the generics industry. We will also continue pursuing creative business development opportunities to accelerate our growth.

Making Healthy Possible

This is a very exciting time for Amneal. We continue evolving the capabilities, strategy and talent to advance our company and provide patients with solutions that ‘make healthy possible’.

I want to thank our more than 6,000 employees world-wide who over the past year have relentlessly executed against our strategy while navigating through market headwinds. Thanks to their efforts we have made Amneal stronger for patients, customers and shareholders. We’re very optimistic about Amneal’s long-term growth potential and look forward to keeping you updated.

Sincerely,

Robert A. Stewart

President and Chief Executive Officer

March 22, 2019

AMNEAL PHARMACEUTICALS’ INC. AT-A-GLANCE

WHAT DO WE DO?

We founded Amneal Pharmaceuticals, Inc. (“Amneal” or the “Company”) in 2002 to provide access to affordable medicines. Amneal is a global, vertically integrated, multi-billion dollar generics and specialty pharmaceuticals company. We provide over 7,000 high-quality jobs and help consumers obtain access to the medicines they need.

WHAT IS OUR STRATEGY?

We are focused on providing high-quality, essential medicines to patients and creating value for all stakeholders. Our strategy is sharply focused, yet we believe provides the appropriate flexibility needed to navigate an unpredictable healthcare environment where cost pressures are acute. Key elements supporting our value creation strategy include:

WHAT DIFFERENTIATES AMNEAL PHARMACEUTICALS?

We combine the best of public company accountability, large scale vertical integration and a strong track record of agile execution with a long-term vision for the healthcare industry and Amneal’s leadership role in it. We believe this is a combination that is particularly valuable in the global, affordable medicines sector in these complex and challenging times.

of Contents

SafeHarbor Statement

Certain statements contained herein, regarding matters that are not historical facts, may be forward-looking statements (as defined in the U.S. Private Securities Litigation Reform Act of 1995). Such forward-looking statements include statements regarding management’s intentions, plans, beliefs, expectations or forecasts for the future, including among other things,things: discussions of future operations; expected operating results and financial performance,performance; impact of planned acquisitions and dispositions; the Company’s strategy for growth; product development and launches, integration strategies and resulting cost reduction,development; regulatory approvals; market position and business strategy.expenditures. Words such as “may,“plans,” “expects,” “will,” “could,“anticipates,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “assume,” “continue,”“estimates” and similar words are intended to identify estimates and forward-looking statements.

The reader is cautioned not to rely on these forward-looking statements. These forward-looking statements are based on current expectations of future events. If the underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of Amneal Pharmaceuticals, Inc. (the “Company”).Amneal. Such risks and uncertainties include, but are not limited to: the impact of global economic conditions; our ability to integrate the operations of Amneal Pharmaceuticals LLC and Impax Laboratories, LLC pursuant to the business combination completed on May 4, 2018, and our ability to realize the anticipated synergies and other benefits of the combination; our ability to successfully develop, license, acquire and commercialize new products; our ability to obtain exclusive marketing rights for our products and to introduce products on a timely basis; the competition we face in the pharmaceutical industry from brand and generic drug product companies, and the impact of that competition on our ability to set prices; our ability to obtain exclusive marketing rights for our products; our ability to manage our growth;growth through acquisitions and otherwise; our dependence on the sales of a limited number of products for a substantial portion of our total revenues; the continuing trend of consolidation of certain customer groups; our dependence on third-party suppliers and distributors for raw materials for our products and certain finished goods; legal, regulatory and legislative efforts by our brand competitors to deter competition from our generic alternatives; the impact of severe weather; the impact of the ongoing COVID-19 pandemic; risks related to federal regulation of arrangements between manufacturers of branded and generic products; our reliance on certain licenses to proprietary technologies from time to time; the significant amount of resources we expend on research and development; the risk of product liability and other claims against us by consumers and other third parties; risks related to changes in the regulatory environment, including United StatesU.S. federal and state laws related to healthcare fraud abuse and health information privacy and security and changes in such laws; changes to FDAthe Food and Drug Administration (“FDA”) product approval requirements; risks related to federal regulation of arrangements between manufacturers of branded and generic products; the impact of healthcare reform and changes in coverage and reimbursement levels by governmental authorities and other third-party payers; the continuing trend of consolidation of certain customer groups; our reliance on certain licenses to proprietary technologies from time to time; our dependence on third party suppliers and distributors for raw materials for our products and certain finished goods; our dependence on third partythird-party agreements for a portion of our product offerings; the impact of global economic conditions, including any economic effects stemming from adverse geopolitical events; our ability to identify, make and integrate acquisitions of or investments in complementary businesses and products on advantageous terms; legal, regulatory and legislative efforts by our brand competitors to deter competition from our generic alternatives; the significant amount of resources we expend on research and development; our substantial amount of indebtedness and our ability to generate sufficient cash to service our indebtedness in the future, and the impact of interest rate fluctuations on such indebtedness; our obligations under a tax receivable agreement may be significant; and the high concentration of ownership of our Class A Common Stock and the fact that we are controlled by a group of stockholders. A further listthe Amneal Group. The forward-looking statements contained herein are also subject generally to other risks and descriptions of these risks, uncertainties that are described from time to time in our filings with the Securities and other factors can be foundExchange Commission (the “SEC”), including under Item 1A, “Risk Factors” in the Company’sour most recently filedrecent Annual Report on Form 10-K and in the Company’sour subsequent filings with the Securitiesreports on Forms 10-Q and Exchange Commission. Copies of these filings8-K. Investors are available online at www.sec.gov, www.amneal.com orcautioned not to place undue reliance on request from the Company.

Forward-lookingany such forward-looking statements, included hereinwhich speak only as of the date hereofthey are made, and we undertake no obligation to revise or update such statements to reflect the occurrence of events or circumstances after the date hereof.

CorporateGovernance

Corporate Structure

Business Combination and Corporate Structure

Amneal Pharmaceuticals, Inc. (the “Company”)The Company is a Delaware corporation that was formed on October 4, 2017, for the purpose of facilitating the combination (the “Combination”holding company, whose principal assets are common units (“Amneal Common Units”) of Amneal Pharmaceuticals, LLC (“Amneal”Amneal LLC”), a Delaware limited liability company, and. In 2018, Amneal LLC completed the acquisition of Impax Laboratories, Inc. (“Impax”), a Delaware corporation. Prior to the Combination, Amneal was a privately held limited liabilitygeneric and specialty pharmaceutical company and Impax was a publicly held corporation. As a result of the Combination, Impax became a Delaware limited liability company wholly owned by Amneal, and Amneal became the operating company for the combined business. (the “Combination”).

The group, together with their affiliates and certain assignees, who owned Amneal prior to the CombinationLLC when it was a private company (the “Amneal Group”) continues to hold approximately 57%held 50.4% of the equity interests in Amneal Common Units and the Company holdsheld the remaining 43%49.6% as of the equity interests in Amneal. The Amneal Group also holds approximately 57% of the common stock of the Company through its collective ownership of all of the issued and outstanding shares of class B common stock.December 31, 2021. Although the Company holdshas a minority economic interest in Amneal as theLLC, it is Amneal LLC’s sole managing member, having the sole voting power to make all of Amneal we conductLLC’s business decisions and exercise full control over all activities of Amneal. Three members of the Amneal Group, Chirag Patel, Chintu Patel and Gautam Patel, are members of our Board of Directors and have been nominated for election at the annual meeting of stockholders.its management.

Stockholders Agreement

In connection with the Combination, we entered into a stockholders agreement (the “Stockholders Agreement”) with the Amneal Group, which was amended and restated in August 2019 (the “Stockholders Agreement”), that sets forth, among other things, certain rights and obligations of the Company and the Amneal Group with respect to the corporate governance of the Company.

Board Composition

The Stockholders Agreement provides that, until the Amneal Group owns less than 10% of the outstanding shares of the Company’s common stock, the Board of Directors of the Company (the “Board”) will consist of no more than 13 members, subject to increase if TPG Group Holdings’ (“TPG”) exercises its right to designate a director for appointment to the Company’s Board (as described below).members.

Following the closingAs of the Combination, pursuant to the Stockholders Agreement,date hereof, the Board washas fixed its size at 10, composed as follows:

Pursuant to, and effective as of, the amendment to the Stockholders Agreement in August 2019, the Amneal Group representative who appoints the Amneal Group Directors will not be (i) an employee of the Company or (ii) an individual controlled, directly or indirectly, by employees of the Company, a Company subsidiary, or any person controlled by the Company. This change was made in connection with the appointment of Chirag Patel and Chintu Patel as co-Chief Executive Officers in order to preserve the independence of those Amneal Group Directors who are intended to be independent.

For so long as the Amneal Group continues to beneficially own more than 50% of the outstanding shares of the Company, directors designated by the Amneal Group Directors will have the right to designate the Chairman or Co-Chairmen of the Board, and the Non-Amneal Group directorsDirectors will have the right to designate the Leada lead Independent Director of the Board.Board (as applicable).

TPG which holds all of our issued and outstanding class B-1 common stock by virtue of its investment in the Company,Group Holdings has the right, subject to certain ownership thresholds and other limitations,requirements, to designate a director for appointment to the Company’s Board (which right TPG currently has not exercised) or to designate an observer to the Board.

If TPG exercises its right to designate a director, its designee will be appointed to the Board subject to the approval of the Nominating and Corporate Governance Committee of the Board. Upon such appointment, subject to certain limitations, the Amneal Group will have the right to designate an additional director to the Board. The addition of such TPG and Amneal Group designees would cause the size of the Board to increase to 15 members. Additionally, at any time after the earlier of May 4, 2019 or the date of appointment of a director designated by TPG, we will have the right under the Amneal charter to convert all of the outstanding shares of Class B-1 Common Stock, all of which are currently held by TPG, into shares of Class A Common Stock. If TPG exercises its right to designate a director, the TPG designee, and any corresponding additional Amneal Group designee, would be appointed to the Board after the conclusion of the 2019 annual meeting and serve for a term ending on the date of our 2020 annual meeting of stockholders or until his or her successor shall be elected and qualify or until his or her earlier death, resignation or removal.

There are currently two observers to the Board, one of whom has been designated by the Board of Directors and one of whom has been designated by TPG.TPG Group Holdings.

For so long as the Amneal Group continues to beneficially own more than 50% of the outstanding shares of the Company, the Amneal Group will have the right to designate for nomination the lowest number of designees that constitute a majority of the total number of directors comprising the Board. The Company will cause such nominee(s) to be included in any slate of nominees recommended by the Board to the stockholders of the Company for election. Seventy-five percent (75%) of the directors serving on the Nominating and Corporate Governance Committee will be required to approve (i) a decision not to nominate any of the initial directors of the Company as of the closing of the Combination for re-election to the Board at either of the first two annual meetings of stockholders of the Company following the completion of the Combination and (ii) until the third annual meeting of stockholders of the Company following the completion of the Combination, any change to the individuals serving as Chairman or Co-Chairmen of the Company’s Board.

If the Amneal Group beneficially owns 50% or less but more than 10% of the outstanding shares of the Company, the Amneal Group will have the right to designate a number of directors proportionate to the beneficial ownership of outstanding shares of the Company held by the Amneal Group (rounded up to the nearest whole number); provided, however, that such rounding shall not result in the Amneal Group having the right to designate a majority of the total number of directors comprising the Board when the Amneal Group beneficially owns 50% or less of the outstanding shares of the Company’s common stock.

With respect to the Amneal Group Directors, until the date on which the Amneal Group ceases to beneficially own at least 10% of the outstanding shares of the Company (the “Trigger Date”), any vacancy will be filled by the Board with a director designated by the Amneal Group, except when such vacancy is created when the number of the Amneal Group Directors then serving on the Board is in excess of the number of Amneal Group designees the Amneal Group has the right to designate under the Company’s Bylaws and the Stockholders Agreement.

With respect to the Non-Amneal Group Directors, the Nominating and Corporate Governance Committee will recommend to the Company’s Board directors to fill any vacancy (other than the CEO of the Company) with a person who satisfies all the qualifications of a Company Independent Director (as defined in the Stockholders Agreement), subject to the prior written consent of the Conflicts Committee.

Board Committees

The Stockholders Agreement provides that the Company’s Board shall initially have the following committees: (i) Audit Committee, (ii) Nominating and Corporate Governance Committee, (iii) Compensation Committee, and (iv) Conflicts Committee, and (v) Integration Committee. The formation of, composition of, and amendment to the charter of any other committee requires the approval of 75% of the directors on the Company’s Board.

Until the Trigger Date, each committee of the Company’s Board (other than the Conflicts Committee) will include at least one director designated by the Amneal Group, subject to the applicable NYSE requirements. If at any time, any committee (other than the Conflicts Committee) does not have at least one such Amneal Group-designated director, the Amneal Group will be entitled to designate a director to have observer rights with respect to such committee. The formation and composition of any committee not specified above requires the approval of 75% of the Company’s Board.

Amneal Group Agreement to Vote

Until the Trigger Date, the Amneal Group must cause its shares to be present for quorum purposes at any stockholders meeting, vote in favor of all director nominees recommended by the Company’s Board, and not vote in favor of the removal of any Non-Amneal Group Director, unless such removal is recommended by the Nominating and Corporate Governance Committee.

Amneal Group Consent Rights

For so long as the Amneal Group beneficially owns more than 25% of the outstanding shares of the Company, the Company will not take the following actions without obtaining prior consent of the Amneal Group:

Bylaws Amendments

As previously disclosed and referenced above, in light of the substantial investment of the Amneal Group prior to the Combination, the Company continues to have certain legacy obligations and corporate governance features that were adopted in connection with the Combination. In particular, the Bylaws that we adopted following the Combination contained a provision requiring the vote of not less than two-thirds of the voting power of the issued and outstanding shares entitled to vote at a duly called and convened annual or special meeting of stockholders in order to amend certain limited Bylaws provisions, including provisions related to stockholder meetings and proposals as well as to the number, term and removal of and nominating

process for directors. Given the consent rights afforded to the Amneal Group described above pursuant to the Stockholders Agreement, coupled with the continued significant ownership stake of the Company by the Amneal Group, as exemplified by the Company’s designation as a “controlled company” as further discussed below, we expect that this provision will remain in place for the foreseeable future unless otherwise determined by the Amneal Group.

Code of Business Conduct; Corporate Governance Guidelines; Board Committee Charters

We are committed to conducting every aspect of our business in an ethical, open and honest manner and in full compliance with the law, both in letter and in spirit. Our Code of Business Conduct applies to all of our employees, officers and directors and lays out guidelines for our employees, officers and directors to follow as they conduct business on behalf of our Company. We have also adopted Corporate Governance Guidelines, which, together with our Certificate of Incorporation, Bylaws and Board committee charters, form the framework for the corporate governance of the Company. In addition, the Stockholders Agreement between the Company and the Amneal Group and the limited liability company agreement of Amneal LLC set forth a number of corporate governance requirements with respect to the Company.

The full text of the Code of Business Conduct as well as our Corporate Governance Guidelines, Audit Committee Charter, Compensation Committee Charter, Nominating and Corporate Governance Committee Charter Integration Committee Charter and Conflicts Committee Charter are available at the investors section of our web site, http://investors.amneal.com. We intend to disclosesatisfy our disclosure obligations, if any, with respect to any amendment to, or waiver from, a provision of the Code of Business Conduct that applies to our directors or executive officers, including our principal executive officer,officers, principal financial officer or principal accounting officer, in the investors section of our web site. Stockholders may request free printed copies of the Code of Business Conduct, Corporate Governance Guidelines and the Board committee charters by writing to: Amneal Pharmaceuticals, Inc., Attention: Corporate Secretary, 400 Crossing Boulevard, Bridgewater, NJ 08807 or corporatesecretary@amneal.com.

Controlled Company Status

The Amneal Group holds a majority of the voting power of our common stock and, pursuant to provisions set forth in our Certificate of Incorporation, Bylaws and the Stockholders Agreement, the Amneal Group has the ability to designate and elect a majority of our directors.stock. As a result, we are a “controlled company” as defined by NYSE listing rules and may elect to avail ourselves of exemptions relatingfrom certain NYSE corporate governance listing requirements. Despite our status as a controlled company, we have chosen to govern ourselves without using these exemptions, which we believe sets the Board and certain Board committees. Despiteright tone with respect to our approach to corporate governance. Generally speaking, a controlled company is exempt from the availabilityrequirements of such exemptions, our Board currently has(a) a majority of the board of directors consisting of independent directors; (b) a nominating and corporate governance committee composed entirely of independent directors with a written charter addressing specified matters; and (c) a Nominating and Corporate Governance Committeecompensation committee composed solelyentirely of independent directors. As permitted bydirectors, with a written charter addressing specified matters. Although we currently do not avail ourselves of any of these exemptions, if we were to take advantage of any of them, our stockholders would not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance listing rules for “controlled companies,” the Compensation Committee is not composed solely of independent directors.requirements.

Role of the Board of Directors

In accordance with the General Corporation Law of the State of Delaware and our Certificate of Incorporation and our Bylaws, our business, property and affairs are managed under the direction of the Board of Directors. Although our non-employee directors are not involved in our day-to-day operating details, they are kept informed of our business through written reports and documents provided to them regularly, as well as by operating, financial and other reports presented by our officers at meetings of the Board of Directors and committees of the Board of Directors.

Board Leadership Structure

Our Board of Directors is led by an Executive Chairman, who is also an officer of the Company, two Co-Chairmen and a Lead Independent Director. Because none of the Executive Chairman and Co-Chairmen are independent directors, the independent directors of the Board have elected a lead director, who is independent.Chairman. The Lead Independent Director’sChairman’s responsibilities include, but are not limited to, presiding over all meetings of the Board at which the Executive Chairman and Co-Chairmenmembers of management are not present, including any executive sessions of independent directors, reviewing Board meeting schedules and agendas and acting as a liaison between the independent directors Chiefand the Co-Chief Executive Officer,Officers. Our Co-Chief Executive Chairman and Co-Chairmen. Our Chief Executive Officer doesOfficers do not hold a leadership positionpositions on the Board, but our Corporate Governance Guidelines do not prohibit himthem from doing so.so, as the Board retains the discretion to modify its leadership structure in the future as it deems appropriate. The Board has determined that its leadership structure currently is in the best interests of the Company and our stockholders because it allows our ChiefCo-Chief Executive OfficerOfficers to focus on our day-to-day business and our Executive Chairman to manage thefocus on managing Board operations of the Boardand effectiveness and other corporate governance matters, while providing independent Board leadership through the Lead Independent Director.leadership.

Meetings of the Board of Directors

From the inception of the Company in May 2018 through the end ofIn the fiscal year ended December 31, 2018 (fiscal 2018)2021 (“fiscal 2021”), the Board of Directors held 3eight meetings. Each of the directors attended at least 75% of the aggregate of all meetings held by the Board of Directors and each committee of the Board of Directors on which he or she served during fiscal 2018,2021, in each case held during the period for which he or she was a director and committee member. Our non-employee directors meet regularly (at least quarterly) in executive session of the Board without employee directors or employees present, and our independent directors meet in executive session at least twice annually. The Lead Independent DirectorChairman presides over executive sessions of the non-employee directors and the independent directors. Mr. Chirag Patel and Mr. Chintu Patel do not attend executive sessions of non-employee directors.

Communication with the Board of Directors; Director Attendance at Annual Meetings

Stockholders, employees and all other interested parties may communicate with a member or members or a committee of the Board of Directors by addressing their correspondence to the Board member or members or committee c/o Corporate Secretary, Amneal Pharmaceuticals, Inc., 400 Crossing Boulevard, Bridgewater, NJ 08807 or by email to corporatesecretary@amneal.com. Our corporate secretary will review the correspondence and will determine, in his good faith judgment, which stockholder communications will be relayed to the Board of Directors, any committee or any director. Our corporate secretary has the authority to discard or disregard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications. Subject to the foregoing, mail addressed to “Board of Directors” or “non-management directors” will be forwarded to the Lead Independent Director.Chairman.

Recognizing that director attendance at our annual meetings can provide our stockholders with a valuable opportunity to communicate with Board members about issues affecting our Company, we encourage and expect our directors to attend each annual meeting of stockholders. We anticipate that allAll 10 of our directors will attendattended the 20192021 annual meeting, which is our first annual meeting of stockholders following the Combination.meeting.

Director Independence

In making independence determinations, the Board of Directors observes all criteria for independence established by the U.S. Securities and Exchange Commission (“SEC”),SEC, the NYSE, other governing laws and regulations, and the Stockholders Agreement. The BoardAgreement, and considers all relevant facts and circumstances in making an independence determination.circumstances. In accordance with our Corporate Governance Guidelines, to be considered independent:

The Board of Directors, through its nominating and governance committee,Conflicts Committee, annually reviews all relevant business relationships any director may have with our Company. As a result of its annual review, the Board has affirmatively determined that each of the following directors meets the independence tests under the listing standards of the New York Stock Exchange,NYSE, none of the following directorsthem has a material relationship with the Company and, as a result, such directors are independent: Robert L. Burr,Paul Meister, J. Kevin Buchi, Peter R. Terreri, Janet S. Vergis,Jeff George, John Kiely, Ted Nark, Emily Peterson Alva, Jean Selden Greene and Dharmendra Rama.Shlomo Yanai.

In making the foregoing independence determination, the Board of Directors considered the following relationships:

The Board considered each of these relationshipsrelationship in light of the Company’s independence standards and determined that neither relationship constitutesit does not constitute a material relationship with the Company.Company:

Ted Nark was previously listed on the website of Tarsadia Investments, a family office investment firm, as an independent senior advisor. Tushar Patel, who is a member of the Amneal Group and an observer to the Board, is the Chairman and Founder of Tarsadia Investments. Gautam Patel, who is a member of the Amneal Group and a member of the Board, is a Managing Director of Tarsadia Investments. Mr. Nark does not receive and has never received any compensation from Tarsadia Investments. Further, Mr. Nark does not maintain an office at, participate in the management of, or have access to any proprietary or confidential information held by Tarsadia Investments nor does he have any contractual or legal relationship with Tarsadia or Tushar Patel.

In addition to the director independence standards described above, the Stockholders Agreement imposes additional independence requirements that apply in certain circumstances. The Stockholders Agreement defines a “Company Independent Director” as a director who:

www.amneal.com		AMNEAL PHARMACEUTICALS, INC.  |  2022 Proxy Statement		12

Committees of the Board of Directors

The Board of Directors has five standing committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, an Integrationa Conflicts Committee, and a ConflictsTechnology and Operational Compliance Committee.

The following table sets forth the members of each committee and the number of meetings held during fiscal 20182021 for each of the Board’s committees, as well as each director’s status as either independent or not independent and either an Amneal Group Director or Non-Amneal Group Director.

Independent

Amneal Group Director

Non-Amneal Group Director

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Integration Committee

Conflicts Committee

Emily Peterson Alva

Paul Bisaro

J. Kevin Buchi

Robert L. Burr

Chair

Jean Selden Greene

Ted Nark

Chair

Chintu Patel

Chair

Chirag Patel

Gautam Patel

Dharmendra Rama

Robert A. Stewart

Peter R. Terreri

Chair

Janet S. Vergis

Chair

Number of Meetings

5

3

3

4

3

Independent

Amneal Group Director

Non-Amneal Group Director

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Conflicts Committee

Technology and Operational Compliance Committee

Emily Peterson Alva

J. Kevin Buchi

Chair

Jeff George

Chair

John Kiely

Chair

Paul Meister

Chair

Ted Nark

Chair

Chintu Patel

Chirag Patel

Gautam Patel

Shlomo Yanai

# of Meetings in 2021

6

6

4

7

4

 

Audit Committee

 

The principal duties and responsibilities of our Audit Committee are to assist the Board in its oversight of:

 

•	the quality and integrity of the Company’s financial statements;
•	the Company’s compliance with legal and regulatory requirements;
•	the implementation of the Company’s enterprise risk management program and policies with respect to risk assessment and risk management, including cyber risks and information security;
•	the independent auditor’s qualifications, performance and independence; and
•	the performance of the Company’s internal audit function and independent auditor.function.

 

The Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties. It also has the authority to retain counsel and advisors to fulfill its responsibilities and duties. Each director who serves on the Audit Committee is independent under the listing standards of the NYSE and as that term is used in Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended. The Board of Directors has determined that Peter Terrerieach member of the Audit Committee meets the financial literacy requirements of the NYSE. Further, the Board of Directors has determined that John Kiely qualifies as an Audit Committee financial expert as that term is defined by applicable SEC regulations and has designated Peter TerreriMr. Kiely as the Audit Committee’s financial expert.

 

The Audit Committee operates under a written charter adopted by the Board of Directors. A copy of the charter is available at the investor relations section of our website at https://investors.amneal.com/investors. amneal.com/corporate-governance/policies. The report of the Audit Committee begins on page 5958 of this proxy statement.

 

www.amneal.com		AMNEALPHARMACEUTICALS, INC.  |  20192022Proxy Statement		1013

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Compensation Committee

 

The principal duties and responsibilities of the Compensation Committee are to oversee the discharge of the responsibilities of the Board relating to compensation of the Company’s executive officers and directors.as follows:

 

•	review and oversee the Company’s overall compensation philosophy and oversee the development and implementation of compensation programs aligned with the Company’s business strategy;
•	review and make recommendations to the Board in overseeing the compensation of the Company’s directors and Co-Chief Executive Officers and review and approve the compensation of the Company’s other executive officers;
•	oversee the Company’s policies and practices with respect to managing compensation-related risks; and
•	oversee and approve the management continuity process.

Three of the four directors

Each director who serveserves on the Compensation Committee areis independent under the listing standards of the NYSE and applicable SEC regulations with respect to Compensation Committees. In addition to satisfying all other applicable independence requirements, all members of the Compensation Committee qualify as “non-employee directors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Compensation Committee operates under a written charter adopted by the Board of Directors, a copy of which is available at the investor relations section of our website at https://investors.amneal.com/corporate-governance/policies. The report of the Compensation Committee is on page 3637 of this proxy statement.

 

Pursuant to the Stockholders Agreement, the Amneal Group has the right to nominate two of the four directors serving on the Compensation Committee for so long as the Amneal Group beneficially owns more than 50% of the outstanding shares of the Company. The remaining directors are designated by a majority of the Company Independent Directors of the Company’s Board.

 

Nominating and Corporate Governance Committee

 

The principal duties and responsibilities of the nominating and governance committee are as follows:

 

•	to identify individuals qualified to become Board members consistent with the criteria approved by the Board;
•	to recommend to the Board director nominees for election by stockholders;
•	take leadership role in overseeing management’s handling of ESG matters of importance to the Company;
•	develop and recommend to the Board a set of Corporate Governance Guidelines; and
•	to oversee the evaluation of the Board and management.

 

Each director who serves on the Nominating and Corporate Governance Committee is independent under the listing standards of the NYSE. The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board of Directors, a copy of which is available at the investor relations section of our website at https://investors.amneal.com/corporate-governance/policies.

 

Pursuant to the Stockholders Agreement, the Amneal Group has the right to nominate two of the four directors serving on the Nominating and Corporate Governance Committee for so long as the Amneal Group beneficially owns more than 50% of the outstanding shares of the Company. The remaining directors are designated by a majority of the Company Independent Directors of the Company’s Board.

Integration Committee

The principal duties and responsibilities of the Integration Committee are to oversee and serve as an advisory committee to the Company’s management in connection with the integration of the respective businesses and operations of Amneal and Impax following the Combination.

The Integration Committee operates under a written charter adopted by the Board of Directors, a copy of which is available at the investor relations section of our website https://investors.amneal.com/corporate-governance/policies.

Pursuant to the Stockholders Agreement, for a minimum of two years following the completion of the Combination, the Integration Committee will serve as an advisory committee to management in connection with the integration of Impax and Amneal.

 

Conflicts Committee

 

The principal duties and responsibilities of the Conflicts Committee are to provide leadership and guidance to the Board and the Company regarding transactions or situations involving potential conflicts of interest between the Company and its related parties.

 

The Conflicts Committee operates under a written charter adopted by the Board of Directors, a copy of which is available at the investor relations section of our website https://investors.amneal.com/investors. amneal.com/corporate-governance/policies.

 

Pursuant to the Stockholders Agreement, until the Trigger Date, the Board will have a Conflicts Committee comprised solely of Company Independent Directors. Any amendments to the Conflicts Committee Charter will be approved by (i) 75% of the directors of the Company’s Board, (ii) a majority of the Company Independent Directors, and (iii) a majority of the Conflicts Committee. The responsibilities of the Conflicts Committee include approval of certain transfers of shares of the Company by an Amneal Group member to third parties, approval of any related party transactions, and approval of any material amendment to the Stockholders Agreement, as set forth in the Conflicts Committee Charter.

 

Technology and Operational Compliance Committee

The principal duties and responsibilities of the Technology and Operational Compliance Committee are to assist the Board in overseeing the Company’s application of technology to its manufacturing, research and development and operations and quality compliance functions, and to act as an advisory committee to management to provide input in connection with the Company’s operations.

www.amneal.com		AMNEALPHARMACEUTICALS, INC.  |  20192022 Proxy Statement		1114

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The Board’s Role in Risk Oversight

 

Management is responsible for managing the day-to-day risks our Company faces. Our Board of Directors is responsible for:

 

•	confirming that management has implemented an appropriate system to manage these risks, i.e., to identify, assess, mitigate, monitor and communicate about these risks; and
•	providing effective risk oversight through the Board’s committee structure and oversight processes.

 

Beyond these fundamental responsibilities for risk oversight, our Board concentrates on the broader implications of our strategic plans and allows the committees to focus on specific areas of risk. Our directors, through their risk oversight role, are responsible for confirming that the risk management processes designed and implemented by the Company’s executive officers and other senior managers are consistent with the Company’s corporate strategy and are functioning as directed.intended.

 

The Board believes that full and open communication between management and the Board of Directors is essential for effective risk management and oversight. Our executive officers attend our quarterly Board meetings. In addition to making quarterly presentations at such meetings regarding our operations, our executive officers are available to discuss any questions or concerns raised by the Board relating to risk management and any other matters. In addition, management typically reports on cybersecurity matters to our Audit Committee twice a year.

 

While the Board is ultimately responsible for risk oversight at our Company, our Board committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk.

 

Audit Committee

 

In accordance with its charter, the Audit Committee is required to, among other things, focus on the reasonableness of control processes for identifying and managing key business, financial and regulatory reporting risks. The Audit Committee is also mandated by its charter to discuss with management our Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including, as required by the NYSE, our risk assessment and risk management policies. The Audit Committee monitors our Company’s credit risk, liquidity risk, regulatory risk, operational risk and enterprise risk bythrough regular reviews with management, external auditors and our Company’s internal audit function. The Audit Committee reviews and discusses with management the implementation, execution and performance of the Company’s enterprise risk management program and the strategies, processes and controls pertaining to the management of the company’s information technology operations, including cyber risks and information security.

 

Compensation Committee

 

The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the evaluation and management of risks arising from our compensation policies and programs. As a result of its evaluation, the Compensation Committee has concluded that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on our Company.

 

Nominating and Corporate Governance Committee

 

The Nominating and Corporate Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with corporate governance, including Board structure, size, membership and succession planning for our directors, as well as ESG matters of importance to the Company. As discussed in more detail in “Director Nominations--Board and executive officers.

IntegrationOrganizational Diversity,” and consistent with the Company’s commitment to strong ESG standards and diverse representation on its Board, the Nominating and Corporate Governance Committee

The Integration Committee assists has made it a priority to identify an additional, highly-qualified, diverse candidate for the Board in fulfilling its oversight responsibilities with respect toadvance of the management2023 Annual Meeting of risks associated with the integration of Amneal and Impax.Stockholders.

 

Conflicts Committee

 

The Conflicts Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of the risks associated with the conflicts of interest that may arise from certain related party transactions.

 

Technology and Operational Compliance Committee

The Technology and Operational Compliance Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of the risks associated with the Company’s use of technology, including in its manufacturing and research and development operations.

www.amneal.com		AMNEALPHARMACEUTICALS, INC.  |  20192022Proxy Statement		1215

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Director Nominations

 

The Nominating and Corporate Governance Committee considers recommendations for directorships submitted by our stockholders.stockholders on a substantially similar basis as it considers other nominees. Stockholders who wish the Nominating and Corporate Governance Committee to consider their recommendations for nominees for the position of director should submit their recommendations, in accordance with the procedures (including the information requirements) set forth in our Bylaws, in writing to: Corporate Secretary, Amneal Pharmaceuticals, Inc., 400 Crossing Boulevard, Bridgewater, NJ 08807. In order forFor the Nominating and Corporate Governance Committee to have adequate time to consider such candidate, for inclusion on the director nominee slate, the stockholder’s notice should be received at the address above within the time period set forth in our Bylaws (see “Stockholder“Director Nominations and Other Proposals for Inclusion into Be Presented at Our 20202023 Annual Meeting Proxy Statement and Proxy Card”Meeting” below).

 

In its assessment of each potential candidate, the Nominating and Corporate Governance Committee reviews the nominee’s personal and professional integrity, ethics and values and ability to make mature business decisions. The Nominating and Corporate Governance Committee may also consider the following criteria, as well as any other factor the committee deems relevant:

•	the candidate’s experience in corporate management, such as serving as an officer of a publicly held company;
•	the candidate’s experience as a board member of a publicly held company;
•	the candidate’s professional and academic experience relevant to our industry;
•	the strength of the candidate’s leadership skills;
•	the candidate’s experience in finance and accounting and executive compensation practices;
•	diversity of viewpoints, background, experience and other demographics; and
•	whether the candidate has the time required for the preparation, participation and attendance at board and committee meetings.

 

Nominees may also be recommended by directors, members of management, or, in some cases, by a third partythird-party firm. In identifying and considering candidates for nomination to the Board, the Nominating and Corporate Governance Committee may consider, in addition to the requirements described above and set out in its charter, quality of experience, our needs and the range of knowledge, experience and diversity represented on the Board. Each director candidate is evaluated by the Nominating and Corporate Governance Committee based on the same criteria and in the same manner, regardless of whether the candidate was recommended by a stockholder or by others.

 

The Board of Directors does not have a formal policy on Board diversity as it relates to the selection of nominees for the Board. TheThat said, the Board believes that diversity and a variety of experiences and viewpoints should be represented on the Board. In selecting a director nominee, the Nominating and Corporate Governance Committee focuses on skills, viewpoints, expertise or background that would complement the existing Board. The Nominating and Corporate Governance Committee seeks to identify candidates representing diverse experience at policy-making levels in business, management, marketing, finance, human resources, communications and other areas that are relevant to our activities. In addition, one of the many factors that the Board and the Nominating and Corporate Governance Committee carefully considers is the importance to the Company of ethnic and gender diversity. The Nominating and Corporate Governance Committee assesses its effectiveness in this regard when evaluating the composition of the Board.

 

In the case of a recommendation submitted by a stockholder, after full consideration, the stockholder proponent will be notified of the decision of the nominatingNominating and governance committee.Corporate Governance Committee.

 

The Nominating and Corporate Governance Committee conducts the appropriate and necessary inquiries with respect to the backgrounds and qualifications of all director nominees. Diversity is essential to Amneal’s success. It starts at the top, with five out of ten of our executives identifying as diverse by race, ethnicity, or gender, and permeates through the organization of Amneal employees. In 2021, women represented 19% of our global workforce of Amneal employees. In the United States, they represented 39% of our workforce and held 27% of leadership roles at the level of Director and above for Amneal employees. Approximately 69% of our U.S. workforce of Amneal employees identified as diverse by race or ethnicity. The Nominating and Corporate Governance Committee also reviews the independence of each candidate and other qualifications of all director candidates, as well as considers questions of possible conflicts of interest between director nominees and our Company. After the Nominating and Corporate Governance Committee has completed its review of a nominee’s qualifications and conducted the appropriate inquiries, the Nominating and Corporate Governance Committee makes a determination whether to recommend the nominee for approval by the Board of Directors. If the Nominating and Corporate Governance Committee decides to recommend the director nominee for nomination by the Board of Directors and such recommendation is accepted by the Board, the form of our proxy solicitation will include the name of the director nominee.

 

Board and Organizational Diversity

The Company also places a high priority on creating a Board that reflects expanded experiences and perspectives, including experiences and perspectives arising out of diversity related to race, gender, and areas of expertise. Consistent with this philosophy, our Board reflects a mix of ethnic and gender diversity.

We are committed to expanding that diversity further. To that end, the Nominating and Corporate Governance Committee and the Board have made it a priority to identify an additional, highly-qualified candidate for the Board in advance of the 2023 Annual Meeting of Stockholders.

www.amneal.com		AMNEALPHARMACEUTICALS, INC.  |  20192022 Proxy Statement		1316

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Director Compensation

 

Each of our non-employee directors receives an annual fee payable in cash. In addition, so that our non-employee directors have an ownership interest aligned with our stockholders, each non-employee director also receives an annual grant of stock options and restricted stock units. Board members also receive an initial equity grant when they join the Board. Members of our Board committees receive an additional annual fee for each committee on which they serve, other thanserve. In addition to the Integration Committee. Ourannual grant of restricted stock units that all non-employee directors are entitledeligible to reimbursementreceive, our Chairman receives an additional annual award of their reasonable out-of-pocket expensesrestricted stock units with a grant date fair value of $100,000 in connection with their travelhis increased duties. From time to and attendance at Board and committee meetings. Thetime, the Compensation Committee reviews the compensation of our non-employee directors was reviewed bywith our independent compensation consultant in May 2018.

Ourand makes recommendations to the Board with respect to any changes; our non-employee director compensation program is summarizedwas last reviewed in May 2021. In connection with this update, and as recommended by the table below.independent compensation consultant based on market practices, the non-employee directors received an increase to their annual grant of restricted stock units and members of the Conflicts Committee received an increase to their annual cash fee.

 

Compensation ElementOur director compensation program is summarized in the table below.		2018 Compensation
Annual Fee – Lead Independent Director (cash)		$110,000
Annual Fee – Other Members (cash)Cash Retainer		$75,000
General Board Service Fee –Annual Equity Grant
Targeted value of initialRestricted stock option grantunits (target value)		$184,250
Targeted value of initial restricted stock unit grant		205,000/$90,750
Targeted value of stock options granted annually		$184,250
Targeted value of restricted stock units granted annually		$90,750305,000 for Chairman
Vesting Schedule		1 year cliff vesting
Additional Cash Fees for Committee Service – Cash
Audit Committee (Chair/Member)		$25,000/$15,000
Compensation Committee (Chair/Member)		$20,000/$10,000
Nom. & Corp. Gov. Com.Nominating and Corporate Governance Committee (Chair/Member)		$15,000/$7,500
Integration Committee (Chair/Member)		Nothing additional
Conflicts Committee (Chair/Member)		$20,000/$10,000
Technology and Operational Compliance Committee (Chair/Member)		$15,000/$7,5005,000

 

During fiscal 2018,2021, our non-employee directors received the following compensation:

 

Name		Fees Earned or Paid in Cash(1)				RSU Awards				Option Awards				Total
Emily Peterson Alva		$	60,000			$	91,667			$	183,333			$	335,000
J. Kevin Buchi		$	70,000			$	91,667			$	183,333			$	345,000
Robert L. Burr		$	95,000			$	91,667			$	183,333			$	370,000
Jean Selden Greene		$	55,000			$	91,667			$	183,333			$	330,000
Ted Nark		$	63,333			$	91,667			$	183,333			$	338,333
Chintu Patel		$	50,000			$	91,667			$	183,333			$	325,000
Chirag Patel		$	50,000			$	91,667			$	183,333			$	325,000
Gautam Patel		$	56,667			$	91,667			$	183,333			$	331,667
Dharmendra Rama		$	55,000			$	91,667			$	183,333			$	330,000
Peter R. Terreri		$	71,667			$	91,667			$	183,333			$	346,667
Janet S. Vergis		$	66,667			$	91,667			$	183,333			$	341,667

Name		Fees Earned or Paid in Cash				Stock Awards(9)				Total
Emily Peterson Alva(1)		$	80,000			$	205,001			$	285,001
J. Kevin Buchi(2)		$	114,533			$	205,001			$	319,534
Jeff George(3)		$	123,516			$	205,001			$	328,517
John Kiely(4)		$	116,016			$	205,001			$	321,017
Paul Meister(5)		$	105,000			$	305,000			$	410,000
Ted Nark(6)		$	103,601			$	205,001			$	308,602
Gautam Patel(7)		$	80,000			$	205,001			$	285,001
Shlomo Yanai(8)		$	98,516			$	205,001			$	303,517

(1)	Amounts have been pro ratedAs of December 31, 2021, Ms. Alva had 35,406 RSUs outstanding and 53,021 options outstanding.
(2)	As of December 31, 2021, Mr. Buchi had 35,406 RSUs outstanding and 81,397 options outstanding.
(3)	As of December 31, 2021, Mr. George had 35,406 RSUs outstanding and 28,506 options outstanding.
(4)	As of December 31, 2021, Mr. Kiely had 35,406 RSUs outstanding and 28,506 options outstanding.
(5)	As of December 31, 2021, Mr. Meister had 52,677 RSUs outstanding and 115,156 options outstanding.
(6)	As of December 31, 2021, Mr. Nark had 35,406 RSUs outstanding and 53,021 options outstanding.
(7)	As of December 31, 2021, Mr. Patel had 35,406 RSUs outstanding and 53,021 options outstanding.
(8)	As of December 31, 2021, Mr. Yanai had 35,406 RSUs outstanding and 28,506 options outstanding.
(9)	The dollar amounts represent the value of RSUs granted in 2021 based on the closing market price on the NYSE of our common stock on the grant date.

	AMNEAL PHARMACEUTICALS, INC.  |  2022 Proxy Statement		17

Back to reflect fees earned from the completion of the Combination to the end of 2018.Contents

Employee directors do not receive any separate compensation for their Board activities. Prior to their appointment in August 2019 as Co-Chief Executive Officers, Chintu Patel and Chirag Patel received compensation for their service as non-employee directors in accordance with the program described above. Following these appointments, they no longer receive compensation for service as directors. See “Compensation Discussion and Analysis” beginning on page 30 for information about their compensation as Co-Chief Executive Officers.

Director Stock Ownership Guidelines

 

In order to further align the interests of our non-employee directors with the interests of our stockholders, we require our non-employee directors to own our stock as set forth below.

 

Position	Minimum Ownership Guideline
Non-employee directors	3x annual cash retainer

 

We adopted our stock ownership guidelines in May 2018, and we expect our non-employee directors to be able to achieve the required ownership thresholds by five years from the date of adoption of the guidelines. Newly elected directors will have five years from the date they became subject to the stock ownership guidelines to comply with them.of their appointment or election. For the purpose of determining stock ownership levels, we include shares underlying restricted stock and restricted stock units (whether or not vested) and shares underlying “in-the-money” vested stock option awards. All of our non-employee directors have achieved the minimum ownership thresholds.

 

www.amneal.com		AMNEALPHARMACEUTICALS, INC.  |  20192022Proxy Statement		1418

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Proposal 1Election of Directors

 

Introduction

 

Our Company’s Bylaws provide for the annual election of directors. Upon the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors has nominated for election each of our current directors.

 

At the annual meeting, the thirteen10 nominees for director are to be elected to hold office until the next annual meeting of stockholders and until their successors have been elected and qualified. Each of the nominees has consented to serve as a director if elected. If any of the nominees shall become unable or unwilling to stand for election as a director (an event not now anticipated by the Board of Directors), proxies will be voted for such substitute as designated by the Board of Directors, or, alternatively, the Board of Directors may reduce the number of directors on the Board, subject to the provisions of the Stockholders Agreement.

 

Director Nominees

 

For each of the thirteen10 director nominees standing for election, the following sets forth certain biographical information, including a description of their business experience during at least the past five years and the specific experience, qualifications, attributes or skills that qualify them to serve as directors of the Company and/or members of the Board committees on which they serve. Each of the individuals listed below has been a director ofnominees was previously elected by stockholders at the Company since the completion of the Combination. For further information, about how director nominees are selected, see “Corporate Governance–Director Nominations” above.2021 annual meeting.

 

	AMNEALPHARMACEUTICALS, INC.  |  20192022 Proxy Statement		15

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PAUL BISARO Age 58 Executive Chairman		CHINTU PATEL Age 47 Co-Chairman
Paul Bisaro has served as our Executive Chairman and as a member of our Board since the Combination, and previously served as President and Chief Executive Officer and a member of the board of Impax since 2017. Prior to joining Impax, Mr. Bisaro served as Executive Chairman of the Board of Directors of Allergan plc (NYSE: AGN), a global pharmaceutical company (formerly Actavis plc) since July 2014 and previously served as Chairman, President and Chief Executive Officer of Actavis until June 2014. Mr. Bisaro retired from the Board of Directors of Allergan in August 2018. He was appointed President, Chief Executive Officer and a member of the board of Actavis in September 2007 and was appointed Chairman of the board of Actavis in October 2013. Prior to joining Actavis (formerly Watson Pharmaceuticals), Mr. Bisaro was President, Chief Operating Officer and a member of the board of Barr Pharmaceuticals, Inc., a global specialty pharmaceutical company, from 1999 to 2007. Between 1992 and 1999, Mr. Bisaro served as General Counsel of Barr, and from 1997 to 1999 served in various additional capacities including Senior Vice President, Strategic Business Development. Prior to joining Barr, he was associated with the law firm Winston & Strawn LLP and a predecessor firm, Bishop, Cook, Purcell and Reynolds LLP from 1989 to 1992. Mr. Bisaro served on the board of directors of Zimmer Biomet Holdings, Inc. (NYSE: ZBH), a musculoskeletal healthcare company, from December 2013 to May 2017. Since May 2015, he has also served on the board of directors of Zoetis, Inc. (NYSE: ZTS), a producer of medicine and vaccinations for pets and livestock, and on the compensation and quality committees of such board. Since 2014, Mr. Bisaro has served on the Board of Visitors of The Catholic University of America’s Columbus School of Law. He also served as Chairman of the Board of the Generic Pharmaceutical Association (GPhA) in 2010 and 2011. Mr. Bisaro holds an undergraduate degree in General Studies from the University of Michigan and a Juris Doctor from The Catholic University of America in Washington, D.C. Mr. Bisaro’s extensive experience in the pharmaceutical industry and in executive and chairman positions with publicly traded companies provides the Board with unique insights into our operations, challenges and opportunities. Skills and Qualifications: •  CEO, General Management, Commercial •  Corporate Development, Business Development, Mergers & Acquisitions •  Finance and Accounting •  International •  Legal, Compliance, Risk Management •  Manufacturing •  R&D, Scientific •  Regulatory		Chintu Patel has served as a Co-Chairman of our Board since the Combination, and previously was Amneal’s Co-Founder and served as Co-Chairman and Co-Chief Executive Officer of Amneal from 2002 until the completion of the Combination. Mr. Patel holds a bachelor’s degree in pharmacy from Rutgers College of Pharmacy. With his brother, Chirag Patel, Mr. Patel built a group of independent companies engaged in the development of healthcare technologies and products, including Adello Biologics, LLC (engaged in the development of biosimilar pharmaceutical products), AmDerma Pharmaceuticals, LLC (engaged in the development of dermatological products), Asana Biosciences, LLC (an early stage drug discovery and R&D company focusing on several therapeutic areas, including oncology, pain and inflammation), Kashiv (engaged in the development of pharmaceutical products) and Prolong Pharmaceuticals LLC (an early stage biotechnology company focused on new branded hematology and oncology products). Mr. Patel serves on the management boards of each of these companies and since January 2019 has been the Chief Executive Officer of Kashiv. Mr. Patel also serves on the boards of the Long Island Association and the Make-a-Wish Foundation®, and is a recipient of the Ernst & Young National Entrepreneur of the Year Life Sciences Award. Mr. Patel’s long experience as an entrepreneur in the healthcare industry as a co-founder and leader of numerous successful pharmaceutical businesses, including Amneal, gives him deep understanding of the pharmaceutical industry and extensive expertise in the wide range of strategic, commercial, R&D and operational matters relevant to the Company. Skills and Qualifications: •  CEO, General Management, Commercial •  Manufacturing •  R&D, Scientific •  Regulatory

www.amneal.com		AMNEALPHARMACEUTICALS, INC.  |  2019Proxy Statement		1619

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CHIRAG PATEL Age 52 Co-Chairman		ROBERT A. STEWART Age 51 Chief Executive Officer
ChiragPAUL MEISTER Age 69 Chairman Paul Meister has served as the Chairman of the Board since August 2019. Mr. Meister is a partner in Novalis LifeSciences LLC, a life science-focused venture firm, and is co-founder and CEO of Liberty Lane Partners, LLC, a private investment company with investment holdings in healthcare, technology and distribution-related industries. From 2014 to 2018, Mr. Meister was President of MacAndrews & Forbes Incorporated, a private company that owns or controls a diverse set of businesses. During 2018, Mr. Meister also served, on an interim basis, as Executive Vice Chairman of Revlon, Inc. a leading beauty products company, and acted as Revlon’s principal executive officer. From 2010 to 2014, Mr. Meister served as Chairman and CEO of inVentiv Health (now Syneos Health), a leading provider of commercial, consulting and clinical research services to the pharmaceutical and biotech industries. Mr. Meister was Chairman of Thermo Fisher Scientific, Inc., a scientific instruments equipment and supplies company, from November 2006 to April 2007. He was previously an executive officer of Fisher Scientific International, Inc., a predecessor of Thermo Fisher Scientific, Inc., from 1991 to 2006. Mr. Meister holds a B.A. degree from the University of Michigan and an M.B.A. from Northwestern University. He currently serves as a director on the boards of Aptiv PLC, Quanterix Corporation, Oaktree Acquisition Corp. and Scientific Games Corporation. He previously served as a director of vTv Therapeutics and LKQ Corporation until 2018 and as a director of Revlon until 2019. Skills and Qualifications: •  CEO, General Management, Commercial •  Corporate Development, Business Development, M&A •  R&D, Scientific •  Investment, Venture Capital •  International		CHINTU PATEL Age 50 Co-Chief Executive Officer Chintu Patel has served as Co-Chief Executive Officer and director of the Company since August 2019. Mr. Patel served as a Co-Chairman of ourthe Board since the Combination,from May 2018 to August 2019, and previously was Amneal’s Co-Founder and served as Co-Chairman and Co-Chief Executive Officer of Amneal from 2005 to2002 until the completion of the Combination. Mr. Patel received his bachelor’s degree in commerce from H.A. College of Commerce, India and his BS in business administration from New Jersey City University. He also holds an honorary doctorate degree from New Jersey City University. With his brother, ChintuChirag Patel, Mr. Patel built a group ofalso co-founded and invested in several independent biopharmaceutical companies engaged in the development of healthcare technologies and products, including Adello (engaged in the development of biosimilar pharmaceutical products), AmDerma (engaged in the development of dermatological products), Asana (an early stage drug discovery and R&D company focusing on several therapeutic areas, including oncology, pain and inflammation),Biosciences, Kashiv (engaged in the development of pharmaceutical products)BioSciences and Prolong (an early stage biotechnology company focused on new branded hematologyPharmaceuticals, each of which specializes in innovative science and oncology products).drug delivery technologies. Before founding Amneal, Mr. Patel serves on the management boards of each of these companies.was a pharmacist and senior-level manager with Eckerd Pharmacy from 1994 to 2002, where he won numerous awards. Mr. Patel alsohas been a featured speaker at the Hauppauge Industrial Association in New York and serves on the boards of the Long Island Association, for Accessible Medicines®(formerly Generic Pharmaceutical Association), Liberty Science Center®,Long Island University, and the Art of LivingMake-a-Wish Foundation®, New Jersey City University Foundation and the Family Reach®Foundation, and is a recipient of the 2011 Ernst & Young National Entrepreneur of the Year Life Sciences Award.Award®. Mr. Patel’s long experience as an entrepreneurPatel and his wife, Falguni Patel, run the Irada International Foundation, which focuses on health, education, and community outreach projects in India and the healthcare industry asUnited States. Mr. Patel holds a co-founder and leaderbachelor’s degree in Pharmacy from Rutgers College of numerous successful pharmaceutical businesses, including Amneal, gives him deep understanding of the pharmaceutical industry and extensive expertise in the wide range of strategic, commercial, financial and operational matters relevant to the Company.Pharmacy.   Skills and Qualifications: •CEO, General Management, Commercial •  Corporate Development, Business Development, Mergers & Acquisitions •  Investment, Venture Capital •  International •  Regulatory		Robert A. Stewart has served as our President and Chief Executive Officer and as a member of our Board of Directors since the Combination, and from January 25, 2018 to the completion of the Combination, as Chief Executive Officer of Amneal. Prior to joining Amneal, he held several leadership positions at Allergan plc, including Executive Vice President and Chief Operating Officer, from May 2016 to December 2017, President, Generics and Global Operations, from March 2015 to May 2016, Chief Operating Officer, from July 2014 to March 2015, and President, Global Operations, from August 2010 to July 2014. He previously served as Senior Vice President, Global Operations at Watson Pharmaceuticals from 2009 to August 2010 and held various positions with Abbott Laboratories, Inc. (NYSE: ABT), a multinational healthcare company, from 2001 until 2009 where he most recently served as Divisional Vice President, Global Supply Chain, Quality Assurance and prior to this position served as Divisional Vice President for U.S./Puerto Rico and Latin America Plant Operations. Prior to joining Abbott Laboratories, Inc., he worked for Knoll Pharmaceutical Company from 1995 to 2001 and before that Hoffman La-Roche Inc. Mr. Stewart has been the board chair of the Association for Accessible Medicines since January 2019. Mr. Stewart has been a North American Manufacturing board member since September 2016, and a member of the Fairleigh Dickinson University Board of Trustees since June 2017. He earned his Bachelor’s degree in Business Management and Finance from Fairleigh Dickinson University. Mr. Stewart brings a full range of strategic management expertise, a broad understanding of the issues facing the pharmaceutical industry, and an in-depth knowledge of the Company’s operations to our Board of Directors. Skills and Qualifications: •  CEO, General Management, Commercial •  Corporate Development, Business Development, Mergers & Acquisitions •  International •Manufacturing •R&D, Scientific •Regulatory

 

www.amneal.com		AMNEALPHARMACEUTICALS, INC.  |  20192022 Proxy Statement		1720

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ROBERT L. BURR Age 68 Lead Independent Director		EMILY PETERSON ALVA Age 44
Robert L. BurrCHIRAG PATEL Age 55 Co-Chief Executive Officer and President Chirag Patel has served as our Lead Independent DirectorCo-Chief Executive Officer, President and director of the Company since August 2019. Mr. Patel served as a Co-Chairman of the Combination,Board from May 2018 to August 2019, and previously was Co-Founder of Amneal and served as chairmanCo-Chairman and Co-Chief Executive Officer of Amneal from 2005 to October 2017. With his brother, Chintu Patel, Mr. Patel has also invested in several independent biopharmaceutical companies including Asana Biosciences, Kashiv Biosciences and Prolong Pharmaceuticals, each of which specializes in innovative science and drug delivery technologies. Earlier in his career, Mr. Patel co-founded technology companies NextGen Technologies and Veriprise Wireless. Mr. Patel also serves as a Managing Trustee for the Liberty Science Center of New Jersey, a Director for the New Jersey City University Foundation and a Trustee for the Foundation for Morristown Medical Center. He is also a recipient of the board of directors of Impax from 2008 until the completion2011 Ernst & Young National Entrepreneur of the Combination, having served asYear Life Sciences Award®. Mr. Patel supports various philanthropic causes and, together with his wife, Priti Patel, established the Niswarth International Foundation in 2013. The Foundation aims to bring fresh water, sanitation, nutrition and education to underprivileged children. Mr. Patel received his bachelor’s degrees in Commerce from H.A. College of Commerce, India, and in Business Administration from New Jersey City University. He also holds an independent director since 2001. Mr. Burr has been a self-employed investment manager since May 2008. Mr. Burr was employed by J.P. Morgan Chase & Co. and associated entitieshonorary Doctorate of Humane Letters from 1995New Jersey City University in recognition of his efforts to May 2008, at which time he resigned his position as Managing Partner of the Fleming US Discovery III Funds. From 1992 to 1995, Mr. Burr was head of Private Equity at the investment banking firm Kidder, Peabody & Co., Inc. Prior to that time, Mr. Burr served as the Managing General Partner of Morgan Stanley Ventures and General Partner of Morgan Stanley Venture Capital Fund I, L.P. and was a corporate lending officer with Citibank, N.A. Mr. Burr received an MBA from Columbia University and a BA from Stanford University. Mr. Burr’s financial acumen and his extensive knowledge of capital markets represent a valuable resource to the board in the assessment of our capital and liquidity needs. In addition, Mr. Burr’s venture capital and private equity investment experience gives him the leadership and consensus-building skills to guide the board on a variety of matters, including compensation, corporate governance and risk assessment.serve others.   Skills and Qualifications: •CEO, General Management, Commercial •  Corporate Development, Business Development, Mergers  & AcquisitionsM&A •  Finance and Accounting •Investment, Venture Capital •  International •  Regulatory		EMILY PETERSON ALVA Age 47 Emily Peterson Alva has served on our Board of Directors since the Combination.Combination in 2018. Ms. Alva is also an independent director of the Atlanta Life Insurance Company. Ms. Alva is an experienced public company director and a financial, strategicfinance and businesscorporate strategy executive. As a former Lazard Partner, her professional experience includes almost twenty years as an M&A investment banker and board advisor to senior executives,at Lazard advising industry-leading companies across industries. Currently, Ms. Alva advises founders, leadership teams and corporate boards of directors of growth companies and has focused on private company advisory projectswork and family office investing since 2013. Prior to that time, Ms. Alva spent more than 15 years atis a frequent speaker on topics related to corporate governance and M&A among others. Ms. Alva is a faculty member and leadership board member of the Herndon Directors Institute. During her Lazard tenure, Ms. Alva led corporate boards and leadership teams on matters affecting corporate strategy including business development and financial planning, as a seniorwell as corporate transformations including mergers &and acquisitions, investment banker advising industry leading companies. Ms. Alva’s extensive advisorycapital markets, capital structure and transaction work covers multiple industries with a primary sector focusother significant partnership and expertise in healthcare.restructuring transactions. While at Lazard, Ms. Alva held leadership roles both with clients and internally. SheMs. Alva advised some of Lazard’s most important clients over many years and was one of the youngest bankersprofessionals promoted to the role of Partner at Lazard and one of the first women to be promoted to the level of Managing Director at the firm. During her Lazard tenure,Director. Before embarking on a Wall Street career, Ms. Alva was selected for the Council on Foreign Relations’ Corporate Leaders Program, which recognizes accomplished professionals on a senior management track and links business leaders with decision makersworked in government and academia. Prior to joining Lazard, Ms. Alva workedvarious operating roles at a development stage company focused on engineering-based solutions to improve industrial waste processing systems. More recently, Ms. Alva has served as a Board Member and Treasurer for the Alumnae Board of Directors of Barnard College.remediation. Ms. Alva received a BAB.A. in Economics from Barnard College, Columbia University. Ms. Alva’s financial acumen together with her advisoryexperience navigating complex strategic, transactional and transaction experience reaching deep intogovernance matters for public companies including those focused on many sectors of healthcare, provide the Amneal Board with insight into a variety of matters including corporate strategy and business development, M&A, capital structure, corporate finance, and strategy.ESG related topics.   Skills and Qualifications: •Corporate Development,Strategy, Business Development, Mergers & AcquisitionsM&A •Corporate Finance, Capital Structure and Accounting •Investment, Venture Capital •  ESG

 

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J. KEVIN BUCHI Age 63		JEAN SELDEN GREENE Age 46
J. KEVIN BUCHI Age 66 J. Kevin Buchi has served on our Board of Directors since the Combination,Combination. He currently serves as the CEO and a member of the board of directors of Biospecifics Technologies Corp., a biopharmaceutical company. He previously served as Impax’s Interim President and Chief Executive Officer from December 2016 until March 27, 2017, and as a member of the board of directors of Impax from 2016 until the completion of the Combination. From August 2013 to December 2016, Mr. Buchi served as President and Chief Executive OfficerCEO and a member of the board of directors of TetraLogic Pharmaceuticals Corporation, (formerly Nasdaq: TLOG), a biopharmaceutical company, whose assets were subsequently acquired by Medivir AB in December 2016. Prior to TetraLogic Pharmaceuticals, Mr. Buchi served as Corporate Vice President, Global Branded Products of Teva Pharmaceutical Industries Ltd. (NYSE: TEVA), from October 2011 to May 2012. Prior to Teva, Mr. Buchi served as Chief Executive OfficerCEO of Cephalon, Inc. (formerly Nasdaq: CEPH), which was subsequently acquired by Teva, from December 2010 to October 2011, and held various positions at Cephalon, including Chief Operating Officer from January 2010 to December 2010 and Chief Financial Officer from 1996 to 2009. Since September 2020, Mr. Buchi has served as director and chairman of the Audit Committee of Ziopharm Oncology Inc. Since April 2013, Mr. Buchi has served as a director and member of the remuneration and nominating committee, and audit committee of the board of Benitec Biopharma Ltd. (Nasdaq: BNTC), a biotechnology company headquartered in Australia. Since November 2021 he has served as a director of Ampeo Pharmaceuticals. From August 2018 until December 2021, Mr. Buchi served as a director and chairman of the board of Dicerna Pharmaceuticals. Mr. Buchi previously served as a director of Ziopharm Oncology. Mr. Buchi received his BA degree from Cornell University and a Masters of Management degree from the J.L. Kellogg Graduate School of Management at Northwestern University. Mr. Buchi’s extensive experience as a senior executive and board member in the pharmaceutical industry provides the Board with unique insights into our business.   Skills and Qualifications: •  CEO/CFO,CEO, General Management, Commercial •Corporate Development, Business Development, Mergers & AcquisitionsM&A •Finance and Accounting •International		Jean Selden GreeneJEFF GEORGE Age 48 Jeff George has served on our Board of Directors since December 2019. Mr. George has over 20 years of global healthcare and corporate leadership experience. He is currently the Combination. Ms. Greene has beenManaging Partner of Maytal Capital, a Managing Directorhealthcare-focused private equity investment and advisory firm he founded in 2017, and an Operating Partner at Lazard sinceRevival Healthcare Capital, a medical device-focused private equity firm. Between 2008 having been promotedand 2016, he served on the Executive Committee of Novartis Group AG, one of the largest global pharmaceutical companies, first as Division Head and CEO of Sandoz, Novartis’ $10 billion generic pharmaceuticals and biosimilars subsidiary, and then as Division Head and CEO of Alcon, Novartis’ then $10 billion branded eye care subsidiary. In both roles, he was responsible for leading over 25,000 associates globally across more than 160 countries. He then served as CEO and a board member of Performance Health, the largest global manufacturer and distributor of products to positionsthe physical therapy and rehabilitation markets. Mr. George previously headed Emerging Markets for the Middle East, Africa, Southeast Asia and CIS at Novartis Pharmaceuticals and served as Vice President and Head of increasing responsibility since joining LazardWestern and Eastern Europe for Novartis Vaccines. Prior to this, he held leadership roles at Gap Inc. and McKinsey & Co. Mr. George serves on the boards of 908 Devices, a pioneer in 1999. Throughout her tenure at Lazard, Ms. Greene has advised numerous clientslife science diagnostics, Dorian Therapeutics, a cell therapy biotech spun out of Stanford University, and Wishbone Medical, a leader in pediatric orthopedic medical devices. He also serves on financialseveral non-profit boards including Education Opens Doors, where he is Chairman, the North Texas Food Bank, and strategic advisory assignments. These clients span a wide rangeYPO of sectors, with a focus on industrials, capital goods and multi-industrials. From 1994 to 1997, Ms. Greene was an Analyst at Smith Barney, where she worked on equity and debt financings and M&A transactions for clients in the energy sector. Ms. Greene servesDallas. He previously served on the board of directors of Dress for Success,AdvaMed, the medical device industry association, and Roam Analytics, an AI-driven healthcare software firm. He holds an M.B.A. from Harvard Business School, an M.A. from Johns Hopkins University’s School of Advanced International Studies, and a global non-profit organization that promotes the economic independence of disadvantaged women. Ms. Greene received a BAB.A. degree from Wellesley College and an MBA from the University of Chicago. Ms. Greene brings to the Board significant financial expertise and experience in strategic planning and corporate development activities.Carleton College.   Skills and Qualifications: •CEO, General Management, Commercial •  Corporate Development, Business Development, Mergers & AcquisitionsM&A •  Finance and AccountingInvestment, Private Equity •  Investment, Venture Capital International

 

www.amneal.com		AMNEALPHARMACEUTICALS, INC.  |  20192022 Proxy Statement		1922

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TED NARK Age 60		GAUTAM PATEL Age 46
JOHN KIELY Age 63 John Kiely has served on our Board of Directors since December 2019. Mr. Kiely has more than 35 years of financial leadership and advisory experience serving public companies, including multinational corporations. From July 1991 until July 2019, when he retired, he served as a Senior Assurance Partner at Pricewaterhouse Coopers, a multinational professional services firm, where he focused on the pharmaceutical, manufacturing, chemical, medical device and private equity sectors. He held various roles of increasing responsibility at Pricewaterhouse Coopers, including as Private Equity Assurance Leader, U.S. Pharmaceutical Leader and Global Pharmaceutical Assurance Leader. Mr. Kiely is currently and has been since July 2019 on the board of directors of Zovio, Inc., an education technology services company. In addition, Mr. Kiely has served on the board of directors of Covis Pharmaceutical, Inc. since April 2020. Mr. Kiely holds a B.S. degree from Saint Francis University. Skills and Qualifications: •  General Management, Commercial •  Finance and Accounting •  M&A •  International		TED NARK Age 63 Ted Nark has served on our Board of Directors since the Combination. Mr. Nark has served as a Managing Director of KRG Capital Partners, a Denver-based $2 billion private equity fund, since 2007. In that role, Mr. Narkhe has led the identification, negotiation and due diligence of new acquisitions and has worked with portfolio companies and maintained relationships with limited partners. While at KRG, Mr. Nark has led the acquisition and successful monetization of companies, including Convergint Technologies, Diversified Food Services and Petrochoice. From 2006 to 2007, Mr. Nark was a Partner at Leonard Green & Partners and, from 2002 to 2006, he served as Chief Executive OfficerCEO and Chairman of the Board of White Cap Construction Supply, a Leonard Green-owned distributor of construction hardware, tools and materials to professional contractors in the United States. Previously, Mr. Nark served as Chief Executive OfficerCEO of Corporate Express Australia and Group President at Corporate Express, Inc. Mr. Nark is currently a board member of several private companies such as Convergint Technologies, Western Windows, Trafficware,Resource Label Group, and The Maroon Group.Coastal Farm and Ranch Supply. Mr. Nark has previously served on the Boardsboards of Corporate Express Australia, Fort Dearborn, White Cap Construction Supply, FTD, Leslies Pools, Gaiam, Real Goods Solar, Western Windows, SavAtree, Trafficware, the Maroon Group, and Claim Jumper. Mr. Nark received a BSB.S. degree from Washington State University. Mr. Nark’s strong background in finance and corporate development combined with his service in executive leadership roles within complex corporate organizations contribute strategic and management insight to our Board.   Skills and Qualifications: •CEO, General Management, Commercial •Corporate Development, Business Development, Mergers & AcquisitionsM&A •Investment, Venture Capital •International

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GAUTAM PATEL Age 49 Gautam Patel has served on our Board of Directors since the Combination. Mr. Patel has been Managing Director of Tarsadia Investments, a private investment firm based in Newport Beach, California, since 2012. In that role, Mr.  Patelhe has led a team of investment professionals to identify, evaluate and execute principal control over equity investments across sectors including life sciences, financial services and technology. Prior to joining Tarsadia, Mr. Patel served as Managing Director at Lazard from 2008 to 2012, where he led financial and strategic advisory efforts in sectors including transportation and logistics, private equity, and healthcare. Prior to that, Mr. Patel served in a variety of advisory roles at Lazard from 1999 to 2008, including multiple restructuring, bankruptcy and corporate reorganization assignments in 2001 and 2008. From 1994 to 1997, Mr. Patel was an Analyst at Donaldson, Lufkin & Jenrette, where he worked on mergers & acquisitionsM&A as well as high-yield and equity financings. Mr. Patel is currently a Board Member of Spectrum Brands and several private companies such as Adello Biologics,Kashiv, Asana Biosciences, LERETA,Prolong Pharmaceuticals, Envisics and AIONX Antimicrobial Technologies. Mr. Patel also serves on the boardsboard of Tarsadia Foundation and Casita Maria Center for Arts & Education, a New York based non-profit organization whichthat aims to empower children through arts basedarts-based education. Mr. Patel received a BABachelor of Arts degree from Claremont McKenna College, a BSBachelor of Science degree from Harvey Mudd College, an MSc from the London School of Economics and an MBAM.B.A. from the University of Chicago. Mr. Patel brings an extensive knowledge of the Company’s business and operations combined with deep experience in finance, corporate development and healthcare investing to the Board.   Skills and Qualifications: •Corporate Development, Business Development, Mergers & AcquisitionsM&A •Finance and Accounting •Investment, Venture Capital		SHLOMO YANAI Age 69 Shlomo Yanai has served on our Board of Directors since December 2019. Mr. Yanai has more than 17 years of corporate leadership experience, primarily in the pharmaceutical industry. Mr. Yanai served as President and Chief Executive Officer at Teva Pharmaceutical Industries Ltd. from 2007 to 2012. Prior to that, Mr. Yanai was the CEO of Adama Industries from 2002 to 2006. Mr. Yanai currently serves as the Chairman of the Board of Lumenis Ltd., a Board member at W.R. Grace and a senior advisor to Moelis & Company. Mr. Yanai previously served as Vice Chairman of the Rothschild Caesarea Foundation, Chairman of the Board of Cambrex Corporation and Protalix Biotherapeutics, PDL BioPharma Inc., Perrigo Company, Sagent Pharmaceuticals, Elisra, Bank Leumi Lelsreal, and I.T.L. Optronics Ltd. Mr. Yanai also held various leadership positions in the Israel Defense Forces. Mr. Yanai is a graduate of Harvard Business School’s AMP program. He holds a Master of Public Administration degree from George Washington University and a B.A. degree from Tel Aviv University and is also a graduate of the U.S. National Defense University – War College. Skills and Qualifications: •  CEO, General Management, Commercial •  Investment, Venture Capital

 

www.amneal.com		AMNEALPHARMACEUTICALS, INC.  |  20192022Proxy Statement		2024

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DHARMENDRA RAMA Age 50		PETER R. TERRERI Age 61
Dharmendra Rama has served on our Board of Directors since the Combination. Mr. Rama has been President and CEO of Auro Hotels, a privately held owner, developer and manager of upscale hotels, since 2017. Prior to the formation of Auro Hotels in 2017, Mr.  Rama served as President of JHM Hotels, a predecessor company ranked as the eleventh largest hotel owner and developer as of 2016, from 2011 to 2017. From 1995 to 2011, Mr. Rama served as JHM’s Director of Operations. Prior to joining JHM, Mr. Rama held positions with Holiday Inn Worldwide, Interstate Hotels and Marriott Corporation. Mr. Rama currently serves on the Board of the American Hotel and Lodging Association, and as co-chairman of the Owners Council of such board. Mr. Rama is a member of the Owners Advisory Councils of both Marriott International and Hyatt Hotels and Resorts. Mr. Rama currently serves on the Dean’s Advisory Board of the Cornell Hotel School, is President of the Cornell Hotel Society of South Carolina, and a member of the Board of Trustees of the Peace Center for the Performing Arts. Mr. Rama received a BS from Johnson & Wales University, a Master of Management in Hospitality from Cornell University, and is a 2016 graduate of the Owner/President Management Program at Harvard Business School. Mr. Rama brings significant entrepreneurial, managerial and transactional experience to the Board. Skills and Qualifications: •  CEO, General Management, Commercial •  Investment, Venture Capital		Peter R. Terreri has served on our Board of Directors since the Combination, and previously as a member of the board of directors of Impax from 2003 until the completion of the Combination. Mr. Terreri is currently President, Chief Executive Officer and director of CGM, Inc., a manufacturing company that he has owned and operated since 2000. He previously served as Senior Vice President and Chief Financial Officer of Teva Pharmaceuticals USA, Inc. from 1985 through 2000 and as an auditor at PricewaterhouseCoopers LLP from 1981 to 1984. Mr. Terreri received his BS in Accounting from Drexel University and has been a certified public accountant since 1981. Mr. Terreri’s more than 20 years of experience in the pharmaceutical industry provides the Board with comprehensive understanding of our operations and strategy. His prior experience as Chief Financial Officer of a major generic pharmaceutical company also brings to the Board deep understanding of accounting and risk management issues. Skills and Qualifications: •  CFO, General Management, Commercial •  Corporate Development, Business Development, Mergers & Acquisitions •  Finance and Accounting •  Manufacturing

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JANET S. VERGISs Age 54
Janet S. Vergis has served on our Board of Directors since the Combination, and previously served on the board of directors of Impax from 2015 until the completion of the Combination. Ms. Vergis has served as an Executive Advisor for private equity firms since January  2013, where she identifies and evaluates healthcare investment opportunities. From January 2011 to August 2012, Ms. Vergis was the Chief Executive Officer of OraPharma, Inc., a specialty pharmaceutical company dedicated to oral health. From 2004 to 2009, she served as President of Janssen Pharmaceuticals LP, McNeil Pediatrics, Inc. and Ortho-McNeil Neurologics, Inc., subsidiaries of Johnson and Johnson (NYSE:JNJ). Ms.  Vergis contributed to a number of Johnson & Johnson companies during her 21 years, holding positions of increasing responsibility in research and development, new product development, sales, and marketing. Since May 2014, Ms. Vergis has served as a director on the board of Church & Dwight Co., Inc. (NYSE:CHD), a leading consumer and specialty products company, and is currently a member of the audit and governance committees. She has also served as a director and Chair of the Commercialization Committee for the Board of MedDay Pharmaceuticals, a privately held biotechnology company, since November 2016. Ms. Vergis previously served as a director of Lumara Health, a privately held pharmaceutical company (sold to AMAG Pharmaceuticals) from October 2013 to November 2014, and as a director of OraPharma from January 2011 to June 2012. Ms. Vergis received her MS degree in Physiology and her BS degree in Biology from The Pennsylvania State University. Ms. Vergis’ extensive experience in the pharmaceutical industry in executive and director positions brings to the board unique business expertise, particularly in the areas of new product development, sales, and marketing. Skills and Qualifications: •  CEO, General Management, Commercial •  Corporate Development, Business Development, Mergers & Acquisitions •  Investment, Venture Capital •  R&D, Scientific

www.amneal.com		AMNEALPHARMACEUTICALS, INC.  |  2019Proxy Statement		22

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Required Vote

 

Our Bylaws provide for a majority vote standard in uncontested elections of directors. Therefore, to be elected at our 20192022 annual meeting, which is an uncontested election, each nominee for director must receive the affirmative vote of a majority of the votes cast with respect to such nominee by the holders of the shares of voting common stock voting in personby remote communication or by proxy at the annual meeting. A majority of the votes cast means that the number of votes cast “for” a nominee must exceed the number of votes cast “against” that nominee.

 

Recommendation of the Board of Directors

 

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” EACH OF THE BOARD OF DIRECTORS’ NOMINEES SET FORTH IN PROPOSAL NO. 1.

 

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OurManagement

 

Executive Officers and Directors

 

Our executive officers and directors, their positions and their ages as of March 15, 2019,11, 2022, are as set forth in the table below. Each of our directors holds office until the next annual meeting of our stockholders or until his or her successor has been elected and qualified. Our executive officers serve at the discretion of the Board of Directors.

 

Name	Age	Position
Paul Bisaro	58	Executive Chairman of the Board of Directors
Chintu Patel	4750	Co-Chairman of the Board of DirectorsCo-Chief Executive Officer, Director
Chirag Patel	5255	Co-Chairman of the Board of Directors
Robert A. Stewart	51	President, ChiefCo-Chief Executive Officer and President, Director
Andrew Boyer	5356	Executive Vice President, Chief Commercial OperationsOfficer-Generics
Todd P. BranningAnastasios Konidaris	4955	SeniorExecutive Vice President, Chief Financial Officer
David A. BuchenJason B. Daly	5448	Senior Vice President, Chief Legal Officer and Corporate Secretary
Nikita Shah	4144	SeniorExecutive Vice President, Chief Human Resources Officer & Strategic Planning Officer
Robert L. BurrJoseph Todisco	6846	Lead Independent DirectorExecutive Vice President, Chief Commercial Officer-Specialty
Paul Meister	69	Chairman of the Board of Directors
Emily Peterson Alva	4447	Director
J. Kevin Buchi	6366	Director
Jean Selden GreeneJeff George	4648	Director
John Kiely	63	Director
Ted Nark	6063	Director
Gautam Patel	4649	Director
Dharmendra RamaShlomo Yanai	50	Director
Peter R. Terreri	61	Director
Janet S. Vergis	5469	Director

 

For a description of the business experience of the above individuals who are director nominees standing for election, see “Proposal No. 1—Election1-Election of Directors.”

 

www.amneal.com		AMNEALPHARMACEUTICALS, INC.  |  2019Proxy Statement		24

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ANDREW BOYER Executive Vice President, Commercial Operations		TODD P. BRANNING Senior Vice President, Chief Financial Officer
Andrew Boyer has served as our Executive Vice President, Commercial Operations since the Combination, and from February 5, 2018, to the completion of the Combination, as Executive Vice President, Commercial Operations of Amneal. Prior to joining Amneal, Mr. Boyer served as President & CEO of North America Generics, Teva Pharmaceutical Industries Ltd. from August 2016 to February 2018. Before that, Mr. Boyer was Senior Vice President of Sales and Marketing for the U.S. Generics Division at Allergan from September 2006 to August 2016. Mr. Boyer joined Allergan (then known as Watson Pharmaceuticals) in 1998 as Associate Director of Marketing in Generics. Before joining Allergan, Mr. Boyer served as National Accounts Manager for Lederle/American Cyanamid as well as Marketing Manager for Barr Laboratories. He serves as a Director of the Association for Accessible Medicines. Mr.  Boyer received his bachelor’s degree in Business Administration and Management from State University of New York at Albany.		Todd P. Branning has served as our Senior Vice President, Chief  Financial Officer since January 22, 2019. Before that, Mr. Branning was Senior Vice President, Chief Financial Officer of the global generic medicines division at Teva Pharmaceutical Industries Ltd., a multinational generic pharmaceuticals company, from August 2016 to March 2018. Prior to joining Teva, Mr. Branning served as Vice President, Finance for Allergan plc, a global pharmaceutical company, from June 2013 to August 2016, where he led the finance function supporting Allergan’s generics, branded and wholesale distribution business. Mr. Branning has also held financial leadership roles at PricewaterhouseCoopers LLP, PPG Industries, Inc. and Merck & Co., Inc. Mr. Branning received his BBA from the University of Miami and MBA from Carnegie Mellon University. Mr. Branning is also a Certified Public Accountant and has completed a CFO certification program at The Wharton School at the University of Pennsylvania.

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DAVID A. BUCHEN Senior Vice President, Chief Legal Officer and Corporate Secretary		NIKITA SHAH Senior Vice President, Chief Human Resources Officer
David A. Buchen is our Senior Vice President, Chief Legal Officer and Corporate Secretary, a position he has held since January 1, 2019. Mr. Buchen is responsible for all of our legal, intellectual property and corporate compliance functions. From 2015 until he joined Amneal, Mr. Buchen served as a consultant to the pharmaceutical industry, providing counsel to various global and U.S. manufacturing, marketing and distribution companies. Prior to establishing his consultancy, Mr. Buchen served in various leadership positions with the company now known as Allergan plc, including Executive Vice President Commercial, North American Generics and International from 2014 to 2015, Chief Legal Officer — Global and Secretary from 2012 to 2014, Executive Vice President, General Counsel and Secretary from 2011 to 2012, Senior Vice President, General Counsel and Secretary from 2002 to 2011, Vice President and Associate General Counsel from 2000 to 2002, Senior Corporate Counsel and Corporate Counsel from 1998 to 2000 and Assistant Secretary from 1999 to 2002. Prior to joining Allergan, Mr. Buchen was Corporate Counsel at Bausch & Lomb Surgical (formerly Chiron Vision Corporation) from November 1995 until November 1998 and was an attorney with the law firm of Fulbright & Jaworski, LLP. Mr. Buchen received a BA in Philosophy from the University of California, Berkeley in 1985, and a Juris Doctor with honors from George Washington University Law School in 1989.		Nikita Shah has served as our Senior Vice President, Chief Human Resources Officer since the Combination, and from January 2014 to the completion of the Combination, as Senior Vice President, Corporate Affairs & Human Resources of Amneal. Ms. Shah oversees human resources for the Company. Prior to joining Amneal, Ms. Shah led the internal audit and human resources functions for Warner Chilcott, a global specialty pharmaceutical company, from 2007 to 2014. She also supported corporate M&A, process improvements and systems efficiencies across the organization. Prior to Warner Chilcott, Ms. Shah held roles of increasing responsibilities at AT&T and Deloitte Consulting. Ms. Shah received her master’s degrees in accounting and auditing from Gujarat University, India. She is a certified public accountant.

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ANDREW BOYER

Executive Vice President, Chief Commercial Officer-Generics

Andrew Boyer has served as our Executive Vice President, Chief Commercial Officer – Generics since August 2020. Prior to that, he served as our Senior Vice President, Commercial Operations since the Combination, and from February 2018, to the completion of the Combination, as Executive Vice President, Commercial Operations of Amneal. Prior to joining Amneal, Mr. Boyer served as President & CEO of North America Generics, Teva Pharmaceutical Industries Ltd., a multinational pharmaceuticals company, from August 2016 to February 2018. Before that, Mr. Boyer was Senior Vice President of Sales and Marketing for the U.S. Generics Division at Allergan, a global pharmaceutical company, from September 2006 to August 2016. Mr. Boyer joined Allergan (then known as Watson Pharmaceuticals) in 1998 as Associate Director of Marketing in Generics. Before joining Allergan, Mr. Boyer served as National Accounts Manager for Lederle/American Cyanamid as well as Marketing Manager for Barr Laboratories. Mr. Boyer received his degree in Business Administration and Management from State University of New York at Albany.

ANASTASIOS KONIDARIS

Executive Vice President, Chief Financial Officer

Anastasios Konidaris has served as our Executive Vice President and Chief Financial Officer since August 2020. Prior to that, he was Senior Vice President and Chief Financial Officer since March, 2020. Mr. Konidaris previously served as Executive Vice President and Chief Financial Officer of Alcresta Pharmaceuticals, a specialty pharmaceutical company, since March 2016. Prior to joining Alcresta, Mr. Konidaris served as Senior Vice President and Chief Financial Officer of Ikaria, a biotherapeutics company, from October 2011 to May 2015. From 2007 to May 2015, Mr. Konidaris served as Senior Vice President and Chief Financial Officer at Dun & Bradstreet Corporation, a leading commercial information services company, where he also served as Principal Accounting Officer and led the Global Finance Operations from 2005 to 2007. Earlier in his career, Mr. Konidaris held senior financial and operational positions of increasing responsibility at Schering-Plough, Pharmacia, Rhone-Poulenc Rorer, Novartis, and Bristol-Myers Squibb. Since 2015, Mr. Konidaris has served as a director and chairman of the audit committee of Zep, Inc. He previously served as chairman of Kadmon Holdings, director of Pernix Therapeutics and Delcath Systems. Mr. Konidaris received an MBA from Drexel University and a B.S. from Gwynedd Mercy College.

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JASON B. DALY

Senior Vice President, Chief Legal Officer and Corporate Secretary

Jason Daly is our Senior Vice President, Chief Legal Officer and Corporate Secretary, a position he has held since January 2022. Mr. Daly is responsible for leading Amneal’s global legal and corporate compliance strategies with a focus on delivering value as Amneal drives into more complex commercial categories. Mr. Daly brings substantial experience leading the legal and commercial strategies for global pharmaceutical & medical device companies, including Teva Pharmaceuticals, Inc., where he most recently served as Senior Vice President, U.S. Market Access and previously as Vice President & Chief of Staff, North American Commercial as well as General Counsel – U.S. Generics & North American Commercial. In his seven-year tenure with Teva, Mr. Daly was responsible for driving the company’s multi-billion-dollar U.S. managed-care customer accounts, including go-to-market tactics for biosimilars and expanding formulary access for key branded products. He also served as a key executive, overseeing a team of commercial attorneys responsible for legal strategies related to patent settlements and authorized generics, pricing policies, REMS programs, the commercialization of the company’s brand and generic medicines, and government affairs. Prior to Teva, Mr. Daly served nearly a decade in various legal and commercial leadership roles with Straumann Group. Mr. Daly previously worked for law firms HinckleyAllen LLP and WilmerHale LLP and was a law clerk to Judge Mary Lisi in the United States District Court in Providence, Rhode Island. Mr. Daly holds academic degrees from the University of Pennsylvania Law School as well as the University of Rhode Island. He holds professional certificates from The Wharton School of Business, The Kellogg School of Management and the Boston University School of Management. He is also a member of the Massachusetts and Rhode Island Bar Associations.

NIKITA SHAH

Executive Vice President, Chief Human Resources Officer & Strategic Planning Officer

Nikita Shah has served as our Executive Vice President, Chief Human Resources Officer & Strategic Planning Officer since August 2020. Ms. Shah is responsible for overseeing Amneal’s Human Resources, Internal Communications and Corporate Social Responsibility functions, and partners with the Co-CEOs to lead the creation and execution of the Company’s long-term Corporate Strategy. Prior to this position, Ms. Shah served as the Company’s Senior Vice President, Chief Human Resources Officer from May 2018 to July 2020 and as Senior Vice President, Human Resources and Corporate Affairs from January 2014 to May 2018. Prior to joining Amneal, Ms. Shah led the internal audit and human resources functions for Warner Chilcott, a global specialty pharmaceutical company. She also supported corporate Mergers & Acquisitions, process improvements and systems efficiencies across the organization. Prior to Warner Chilcott, Ms. Shah held roles of increasing responsibilities at AT&T and Deloitte. Ms. Shah received her Master’s degrees in Accounting and Auditing from Gujarat University, India. She is a certified public accountant.

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JOSEPH TODISCO

Executive Vice President, Chief Commercial Officer-Specialty

Joseph Todisco has served as Executive Vice President, Chief Commercial Officer-Specialty since August 2020, and previously served as Senior Vice President, Specialty Commercial, since May 2018. Mr. Todisco joined Amneal in 2011 as the head of Corporate Development and has been an integral part of the management team that executed the Combination, as well as multiple other business development, licensing and mergers & acquisitions. In addition to his role in Corporate Development, Mr. Todisco held management oversight responsibility for Gemini Laboratories, LLC, a subsidiary of the Company, building it from inception to a highly profitable specialty pharmaceutical platform, as well as oversight for all of Amneal’s international commercial operations from 2013 to 2018. Prior to joining Amneal, Mr. Todisco spent more than five years leading Ranbaxy’s North American Commercial Strategy and Business Development, and held various leadership roles with Par Pharmaceuticals. Prior to working in the pharmaceutical industry, Mr. Todisco was an investment banker for Oppenheimer & Co. and also worked in financial services for Marsh & McLennan Companies. Mr. Todisco holds a degree in Economics from Georgetown University and an M.B.A. from Fordham University School of Business.

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CompensationExecutive Compensation

Compensation Discussion and Analysis

 

The following Compensation Discussion and Analysis contains statements regarding historical and future Company performance targets or goals. We have disclosed these targets or goals in the limited context of our compensation programs and they should not be understood to be statements of management’s expectations or estimates of results. We specifically caution investors not to apply these statements to other contexts.

 

	TABLE OF CONTENTS
		Introduction
	27Executive Summary		30
	Executive Summary		28
	Role of the Compensation Committee		2931
	Role of our ChiefOur Co-Chief Executive OfficerOfficers in Compensation Decisions		2932
	Peer Group Surveys and the Role of Our Compensation Consultant		2932
	Components of Executive Compensation		3033
	Base Salaries		30
	Base Salaries		33
	Annual and Long-Term Incentive Awards		3033
	Annual Performance-Based Cash Incentive Compensation		3133
	Long-Term Incentive Compensation		3235
	Other Compensation and Benefits		3336
	Executive Severance and Change in Control Severance Benefits		34
	Chief Executive Officer Compensation		3436
	Accounting and Tax Considerations
	34Consideration of 2021 Say-on-Pay Vote		36
	Executive Compensation Clawback PolicyAccounting and Tax Considerations		3436
	Executive Compensation Clawback Policy		37
	Stock Ownership Guidelines for Executive Officers		3437
	Anti-Hedging Policy		3537
	Report of the Compensation Committee Interlocks and Insider Participation		3537

IntroductionExecutive Summary

 

In the paragraphs that follow, we will giveprovide an overview and analysis of our compensation programprograms and policies, the material compensation decisions we have made under those programs and policies, and the material factors that we considered in making those decisions. Following this section you will find a series of tables containing specific information about the compensation earned or paid in fiscal 20182021 to the following executive officers:

 

2021 NAMED EXECUTIVE OFFICERS

2018 NAMED EXECUTIVE OFFICERS
Name		Position
Robert A. Stewart(1)Chirag Patel	President	Co-Chief Executive Officer and ChiefPresident
Chintu Patel		Co-Chief Executive Officer
Bryan Reasons(2)Anastasios Konidaris	Former Senior	Executive Vice President and Chief Financial Officer
Paul Bisaro(3)	Executive Chairman, former Chief Executive Officer
Andrew Boyer(4)		Executive Vice President, Chief Commercial OperationsOfficer - Generics
Sheldon Hirt(5)Joseph Todisco	Former Senior	Executive Vice President, General Counsel and Corporate SecretaryChief Commercial Officer - Specialty
Nikita Shah(6)	Senior	Executive Vice President, Chief Human Resources Officer

(1)

Mr. Stewart was hired by Amneal in January 2018 in anticipation of the Combination and assumed his role as President and Chief ExecutiveStrategic Planning Officer of the Company upon the completion of the Combination.

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(2)	Mr. Reasons had been the Chief Financial Officer of Impax prior to the Combination and became the Chief Financial Officer of the Company upon its formation in October 2017, at which point the Company was a subsidiary of Impax. Mr. Reasons continued in his role as Senior Vice President and Chief Financial Officer of the Company upon the completion of the Combination. Mr. Reasons stepped down from his position as Chief Financial Officer as of January 22, 2019, and left the Company on February 28, 2019.
(3)	Mr. Bisaro had been the Chief Executive Officer of Impax prior to the Combination and became the Chief Executive Officer of the Company upon its formation in October 2017, at which point the Company was a subsidiary of Impax. Upon the completion of the Combination, Mr. Bisaro assumed his role as Executive Chairman of the Company.
(4)	Mr. Boyer was hired by Amneal in February 2018 in anticipation of the Combination and assumed his role as Executive Vice President, Commercial Operations of the Company upon the completion of the Combination.
(5)	Mr. Hirt had been the Senior Vice President, General Counsel and Corporate Secretary of Amneal prior to the Combination and assumed his role as Senior Vice President, General Counsel and Corporate Secretary of the Company upon the completion of the Combination. Mr. Hirt left the Company on January 31, 2019.
(6)	Ms. Shah had been the Senior Vice President, Corporate Affairs & Human Resources of Amneal prior to the Combination and assumed her role as Senior Vice President, Chief Human Resources Officer of the Company upon the completion of the Combination.

 

Throughout this proxy statement we refer to these individuals as our “named executive officers.officers” or “NEOs.” The discussion below is intended to help you understand the detailed information provided in those tables and put that information into context within our overall compensation program.

 

Executive Summary

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The primary objective of our executive compensation program is to provide compensation designed to:

 

	•	attract, motivate and retain executive officers of outstanding ability and potential;
	•	reinforce the execution of our business strategy and the achievement of our business objectives; and
	•	align the interests of our executive officers with the interests of our stockholders, with the ultimate objective of increasing stockholder value.

 

The Compensation Committee aims to provide incentives for superior performance in a given year and over a sustained period by paying fair, reasonable and competitive compensation, and by basing a significant portion of our total compensation package upon achieving that performance (i.e., “pay for performance”).

 

We also aim for simplicity in our compensation program so that it is easy for our employees and our stockholders to understand the various components of our compensation program and the incentives designed to drive Company performance. The three key components of our executive compensation program are base salary, annual cash performance basedperformance-based incentive and equity-based long-term incentive awards.

 

Although our compensation program has only been in place since May 2018, when we completed the Combination and became a new publicly traded company, weWe believe that the compensation program has been instrumental in helping the Company achieve financial and strategic goals, as evidenced by the following:

 

20182021 Financial Performance (in thousands, except per share data)Performance*

 

•	Combined netNet revenue1of $1,861,473$2,094
•	Combined adjusted netNet income1of $293,702$11 and diluted EPS of $0.07
•	Combined adjusted EBITDA1Adjusted net income of $584,280$258
•	Combined adjustedAdjusted EBITDA of $538
•	Adjusted diluted EPS1of $0.98$0.85

 

From a strategic perspective, 20182021 was a year of significant accomplishments.

Business Combinationstrong operational performance and Integrationbroad-based growth across our business. Adjusted net income, adjusted EBITDA and adjusted diluted EPS are not financial measures in conformity with U.S. generally accepted accounting principles (“GAAP”). Please see “Appendix A – Non-GAAP Measures” for more information, including reconciliations to the most directly comparable GAAP measures along with an explanation for why we use these measures and how they are useful to investors.

 

*	•	(In May, we completed the combination of Impax and Amneal and created a new integrated pharmaceutical company with a strong trade presence, integrated supply chain, strong cash flow and diversified R&D pipeline. We employ approximately 6,000 people and operate in North America, Asia and Europe
	•	We are ahead of schedule for achieving our cost synergy goalmillions, except per share data).

 

Operational Execution

 

•	During fiscal 2021, we launched 28 new Generics segment products.
•	We ledAs of February 2022, we had approximately 114 Generics segment products with ANDAs submitted and 128 Generics segment products in the U.S. generics industry in approvals and launches with 62 ANDA approvals, 10 tentative ANDA approvals and 42 new product launches
	•	We submitted 31 ANDAs
	•	We initiated our Phase 3 Study for IPX203
	•	development pipeline. We achieved strong net sales growth with our Rytary® Rytary® and Unithroid® Unithroid® products in our Specialty segmentsegment.

 

Capital Deployment

	•	On May 4, 2018, we entered into a licensing agreement for the U.S. market with MabXience S.L. for its biosimilar candidate for Avastin® (bevacizumab)
	•	On May 7, 2018, we acquired Gemini Laboratories, LLC, a company with a portfolio of licensed and owned, niche and mature branded products
	•	On August 16, 2018, we entered into a 10-year license and supply agreement with Jerome Stevens Pharmaceuticals, Inc. for Levothyroxine sodium tablets with an effective date of March 22, 2018. And on November 9, 2018, we entered into a transition agreement with Lannett Company to begin commercialization of Levothyroxine sodium tablets, ahead of the effective date of our agreement with Jerome Stevens
	•	On August 31, 2018, we entered into a 5-year supply and distribution agreement with American Regent, Inc. for the only preservative-free generic alternative to Makena®(hydroxyprogesterone caproate injection, USP, 250 mg/mL)

1

Combined net revenue, combined adjusted net income, combined adjusted EBITDA and combined adjusted diluted EPS are non-GAAP (Generally Accepted Accounting Principles) financial measures. Please see “Appendix A – Non-GAAP Measures” for more information, including reconciliations to the most directly comparable GAAP measures along with an explanation for why we use these measures and how they are useful to investors.

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Role of the Compensation Committee

 

The Compensation Committee of our Board of Directors is responsible for setting and administering the policies that govern salary, annual and long-term incentive programs and other compensation and benefits for our executive officers. With respect toThe Compensation Committee annually evaluates the performance of, and evaluates the compensation of, our Co-Chief Executive ChairmanOfficers based upon a combination of the achievement of corporate goals and Chief Executive Officer,individual performance. As part of its performance review process, the Compensation Committee solicits the input of the full Board of Directors and makes recommendations to the full Board, of Directors, which makes compensation decisions with respect to our Co-Chief Executive Officers on the basis of those recommendations. The Compensation Committee oversees various executive and employee compensation plans and programs, and it has responsibility for continually monitoring these plans and programs to confirm that they adhere to our compensation philosophy and objectives. Our Compensation Committee determines the appropriate compensation levels of executives, evaluates officer and director compensation plans, policies and programs, and reviews benefit plans for officers. Our Compensation Committee believes that the total compensation paid to our named executive officers should be fair, reasonable and competitive, and that a significant portion of the total compensation should be tied to our Company’s annual and long-term performance.

 

The Compensation Committee has the authority to engage the services of outside advisers, experts and others to assist the Compensation Committee, and believes that it is important to do so from time to time. See “Peer Group Surveys and the Role of Our Compensation Consultant” below.

 

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Role of our ChiefOur Co-Chief Executive OfficerOfficers in Compensation Decisions

 

Regarding most compensation matters, including executive compensation and our annual and long-term incentive plans, Chirag Patel, our ChiefCo-Chief Executive Officer providesand President and Chintu  Patel, our Co-Chief Executive Officer, evaluate the performance of our other executive officers and make recommendations to the Compensation Committee.Committee on the basis of these reviews, including with respect to salary adjustments and incentive plan award amounts for the other executive officers. The Compensation Committee, however, does not delegate any of its functions to others in setting compensation for our named executive officers and directors.

The Compensation Committee makes all compensation decisions for the named executive officers other than our Executive Chairman and Chief Executive Officer, for whom the Board of Directors makes compensation decisions with the advice of the Compensation Committee. The Compensation Committee annually evaluates the performance of, and evaluates the compensation of, our Executive Chairman and Chief Executive Officer based upon a combination of the achievement of corporate goals and individual performance. As part of its performance review process, the Compensation Committee solicits the input of the full Board of Directors. Our Chief Executive Officer annually reviews the performance of the other executive officers, other than our Executive Chairman. Our Chief Executive Officer makes recommendations on the basis of these reviews, including with respect to salary adjustments and incentive plan award amounts for the other executive officers, other than our Executive Chairman, and he presents his conclusions and recommendations to the Compensation Committee. The Compensation Committee then exercises its judgment to make final compensation determinations.

Neither of the Co-Chief Executive Chairman nor Chief Executive OfficerOfficers participates in the decision making regarding his own compensation, and neither is present when his compensation is discussed. Our Compensation Committee reports the compensation decisions it has made with respect to our executive officers other than our Co-Chief Executive Chairman and Chief Executive OfficerOfficers to the Board of Directors. With respect to the compensation of our Executive Chairman and Chief Executive Officer, the Compensation Committee makes recommendations to the Board of Directors, and the Board of Directors makes compensation decisions.

 

Peer Group Surveys and the Role of Our Compensation Consultant

The Compensation Committee reviews and evaluates the independence of its Compensation Consultant each year and has the final authority to hire and terminate the consultant. During fiscal year 2021 the Compensation Committee initiated an RFP (Request for Proposal) and evaluated proposals from five consulting firms to act as the Compensation Committee’s independent consultant. Based on the Compensation Committee evaluation against predefined criteria, the Compensation Committee selected to re-engage Aon’s Human Capital Solutions practice, a division of Aon plc. Aon’s services are limited to advising the Compensation Committee with respect to executive compensation and non-employee director compensation.

The Compensation Committee has assessed the independence of Aon considering applicable SEC and NYSE standards and has concluded AON is independent, and AON’s engagement presented no conflicts of interest in 2021.

The Compensation Committee reviews the composition of our peer group annually to ensure that the companies constituting the peer group continue to provide meaningful and relevant compensation comparisons, including the appropriate industry and sub-industry (i.e., generic pharmaceuticals), financial metric comparisons (such as revenue, EBITDA, market capitalization and financial growth), number of employees and location. In considering these factors for 2021, and based on the recommendation of its independent compensation consultant, the Compensation Committee removed Akorn, Inc., Mylan N.V. and Teva Pharmaceutical Industries Ltd. from the prior peer group and added Lannett Company.

 

Our Compensation Committee finds comparative data from our peer group to be useful in setting and adjusting executive compensation, but it does not rely solely on surveystarget our programs or any particular element of compensation paid to similar executivesbe at or within a particular percentile or range compared to our peers. Our Compensation Committee uses the peer group data along with other relevant compensation survey sources to ensure that our executive compensation program and its constituent elements are and remain competitive in orderrelation to determine annualour peers, and long-termapplies judgment and discretion in establishing targeted compensation for our named executive officers. However, in lightlevels taking into account not only competitive market data but also the experience of the compensation objectives described above, theexecutive, scope of responsibility, critical skill sets and expertise.

 

Our 2021 peer group consisted of the following publicly traded companies:

•  Alkermes plc		AMNEAL•  Jazz Pharmaceuticals plc
•  Amphastar Pharmaceuticals, Inc.		•  Lannett Company
•  Catalent, Inc.		•  Mallinckrodt plc
•  Emergent BioSolutions Inc.		•  Perrigo Company plc
•  Endo International plc		•  Prestige Consumer Healthcare Inc.
•  Horizon Pharma plc		•  United Therapeutics Corporation

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Compensation Committee does from time to time review peer group surveys as an independent measure to confirm that the compensation being set is fair, reasonable and competitive.

During fiscal 2018, the Compensation Committee engaged Radford, a business unit of Aon Plc, an independent executive compensation consulting firm, to prepare a peer group compensation survey based upon publicly available information prior to setting fiscal 2018 compensation for our executive officers. Radford’s services to us are limited to advising the Compensation Committee with respect to executive  compensation and non-employee director compensation. The Compensation Committee reviews and evaluates the independence of its consultant each year and has the final authority to hire and terminate the consultant. In considering Radford’s independence, the Compensation Committee reviewed various factors relating to Radford and the individuals actually providing services to the Company, including those factors required by the SEC and the NYSE. Based on a review of these factors, the Compensation Committee has determined that Radford is independent and that Radford’s engagement presented no conflicts of interest for 2018.

The peer group in 2018 consisted of 15 publicly traded pharmaceutical companies with revenues of $730 million to $6.5 billion and market capitalizations of $2 billion to $18.5 billion. The companies comprising our peer group are set forth below.

• Akorn, Inc.	• Lannett Company, Inc.
• Alkermes plc	• Mallinckrodt plc
• Catalent, Inc.	• Mylan N.V.
• BioMarin Pharmaceutical Inc.	• Perrigo Company plc
• Emergent BioSolutions Inc.	• Prestige Consumer Healthcare Inc.
• Endo International plc	• Teva Pharmaceutical Industries Ltd.
• Horizon Pharma plc	• United Therapeutics Corporation
• Jazz Pharmaceuticals plc

Components of Executive Compensation

 

Consistent with its pay for performance philosophy, the Compensation Committee believes that it is important to place at risk a greater percentage of executives’ and senior managers’ compensation at risk than that of non-executives and non-senior managersmanagers. This is done by tying executives’ and senior managers’ compensation directly to the performance of the Company. Accordingly, as set forth in the charts below, a significant portion of executive compensation consists of annual and long-term incentives linked to the Company’s financial performance and/or the performance of the Company’s stock.

 

Base Salaries

In August 2019, the Board appointed Chirag and Chintu Patel as Co-Chief Executive Officers and Chirag Patel as President at which time Messrs. Patel requested, and the Board approved for each of the Messrs. an annual salary of $1.00.

 

We have entered into employment agreementsIn December 2020, given that the Co-CEOs were not receiving cash compensation, the Compensation Committee evaluated market practices and made a recommendation to the Board to align the Co-CEO compensation structure with allmarket practice. Consideration was given to our Co-CEO structure including aggregating data for the market’s top two executives as a comparator. Effective January 1, 2021. the Board approved an annual base salary of our named executive officers other than$750,000 for each of Mr. HirtChirag Patel and Mr. Chintu Patel. Changes to base salaries for both Mr. Todisco and Ms. Shah. Shah are consistent with their employment agreements.

For each of the other named executive officers, including our Chief Executive Officer, the executive officer’s base salary is subject to annual increase at the discretion ofexecutives, the Compensation Committee or Board of Directors. Base salaries for our named executive officers reflect the scope and nature of each officer’s responsibilities. Adjustments to base salary are based upon the named executive officer’s past performance, expected future contributions, changes in responsibilities and internal pay equity. As discussed above, the Compensation Committee also from time to time reviewsreviewed peer group surveysas well as other compensation survey data as an independent measure to confirm that any adjustments arebase salary levels remain fair, reasonable and competitive. The 2018 base salaries for Messrs. Stewart, Bisaro and Boyer were negotiated in connection with the employment agreements that were entered into in anticipation of the Combination. The 2018 base salaries for Messrs. Reasons and Hirt and Ms. Shah were unchanged from the base salaries they earned as pre-Combination employees of Impax (for Mr. Reasons) and Amneal (for Mr. Hirt and Ms. Shah).

 

The 2018 base salaries of our named executive officers as of December 31, 2020 and December 31, 2021, respectively, are set forth below.

 

Name		2018 Base Salary
Robert A. Stewart		$	1,000,000
Bryan Reasons		$	529,461
Paul Bisaro		$	750,000
Andrew Boyer		$	650,000
Sheldon Hirt		$	422,300
Nikita Shah		$	387,845

Name		2020 Base Salary				2021 Base Salary
Chirag Patel		$	1.00			$	750,000
Chintu Patel		$	1.00			$	750,000
Anastasios Konidaris		$	550,000			$	550,000
Andrew Boyer		$	600,000			$	600,000
Joseph Todisco		$	485,000			$	525,000
Nikita Shah		$	450,000			$	485,000

 

Annual and Long-Term Incentive Awards

 

In order to align the interests of our stockholders with our compensation plans, we tie significant portions of our named executive officers’ compensation to our annual and long-term financial, operating and stock price performance through annual cash and long-term equity incentives. The Compensation Committee’s philosophy is that named executive officers should

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expect the level of their compensation to vary with performance, with compensation increasing when performance exceeds our internal targets and budgets and compensation decreasing when performance falls below these expectations.

 

Annual Performance-Based Cash Incentive Compensation

 

The Compensation Committee believes that, in order to reward performance and overall Company success, a portion of an executive officer’s annual cash compensation should be tied to the achievement of the Company’s goals and that individual’s performance goals. The annual incentive program is designed as a pay-for performance plan and includes components for both Company and individual performance.

Company performance is based on achievement of adjusted EBITDA with minimum, target and maximum milestones from which a Company performance multiplier is derived. The minimum performance threshold is 85% and the maximum performance level is 125%; the associated company multiplier ranges from 50% to 150%.

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Individual performance is also a component of the annual incentive program measured based on achievement of personal/team performance goals inand assessment against the form of anCompany’s core values. The individual performance multiplier can range from 0-150%. This annual cash incentive payment. The cash incentive payment is calculated as set forth below.

 

Annual Incentive Target Amount	x	Company Performance Achievement LevelMultiplier	x	Individual Performance ModifierMultiplier	=	Incentive Payment
Targets vary based on level and are expressed as a percentage of base salary		2018Full year 2021 Company performance is measured based on achievement against adjusted EBITDA goal up to 150% of target		Incentive payouts may beIndividual performance multiplier can range from 0%-150% adjusted up or down (0%-150%) based on individual performance

 

The Compensation Committee historically has chosen combined adjusted EBITDA (which weas the target performance objective for the payment of awards under our annual cash incentive plan. Adjusted EBITDA is not a term defined under U.S. GAAP. We define adjusted EBITDA as net income before net interest expense, income taxes, depreciation and amortization (EBITDA)(“EBITDA”), as adjusted for certain other items described in our SEC filings, including stock-based compensation expense, acquisition, and site closure and idle facility expenses, restructuring and asset-relatedother charges, loss on extinguishment of debt, inventoryinventory-related charges, charges related charges, litigation, settlements and related charges, losses or gains on sales of assets,to legal matters, asset impairment charges, amortization of upfront payments, royalty expenses, foreign exchange losses or gains, losslosses or gains on sale of international operations, and R&D milestone payments, and change in value of contingent consideration), calculated on a combined basis to include the results of acquisitions during the year as if the transaction closing dates had occurred on the first day of 2018, as the target performance objective for the payment of awards under our annual cash incentive plan.payments.

 

The Compensation Committee has selectedcontinued using adjusted EBITDA as the performance measure for the annual cash incentive plan becausefor 2021 as the Compensation Committee believes that adjusted EBITDA growth most closely reflects our operating performance and is a key metric for driving the long-term strategic direction that the Board of Directors has set for our Company. Further, adjusted EBITDA growth is highly correlated to or reflective of our Company’s financial and operational improvements, ability to generate cash flow from operations, growth and return to stockholders. We believe that adjusted EBITDA as adjusted, is helpful in assessing the overall performance of our business and is helpful in highlighting trends in our overall business because the items excluded in calculating adjusted EBITDA have little or no bearing on our day-to-day operating performance. We also believe that Adjustedadjusted EBITDA is an important non-GAAP valuation tool that potential investors use to measure our profitability against other companies in our industry.

 

Our adjusted EBITDA target for a given year is determined by the Compensation Committee based upon recommendations from and discussions with management, a review of current economic conditions and recent acquisition activity and aligns with our external targets. Factors used by the Compensation Committee in setting adjusted EBITDA targets include, among others, the following:

 

•	reasonable growth expectations taking into account a variety of circumstances faced by our Company;
•	market conditions, including the related impact on cost and our ability to offset any cost increases with pricing increases or other cost savings measures; and
•	prior fiscal year adjusted EBITDA.

 

Adjusted EBITDA is not a term defined under U.S. generally accepted accounting principles (GAAP).

After the Compensation Committee reviews the final full year financial results of our Company, the Compensation Committee approves annual cash incentive payouts for the prior year. Annual cash incentive awards are generally paid in March.

 

No annual cash incentive payments are made unless the threshold adjusted EBITDA target has been achieved. Adjusted EBITDA targets under the annual cash incentive plan may be reset periodically within a fiscal year by the Compensation Committee to take into account acquisitions, divestitures and other unplanned

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events. No such adjustments were made for 2018.2021. Subject to the provisions of an applicable employment agreement, executives generally must be employed onat the last daytime of a plan yearpayout to receive an annual cash incentive award. The Compensation Committee may, however, at its discretion, pro rateprorate awards in the event of certain circumstances such as the executive’s promotion, demotion, death or retirement.

 

The Company performance component of the annual award each executive is eligible to receive is based upon a percentage of the executive’s annualized base salary, with such percentage varying depending upon the level of adjusted EBITDA as compared to threshold, target and maximum adjusted EBITDA performance objectives as set forth in the table below.

 

		Company Performance Component of Annual Bonus
		Award as a Percentage of Base Salary
Name		Threshold				Target				Maximum
Robert A. Stewart			50%				100%				150%
Bryan Reasons			30%				60%				90%
Paul Bisaro			50%				100%				150%
Andrew Boyer			40%				80%				120%
Sheldon Hirt			25%				50%				75%
Nikita Shah			25%				50%				75%

		Company Performance Component of Annual Bonus Award as a Percentage of Base Salary
Name		Threshold		Target		Maximum
Chirag Patel		50%		100%		150%
Chintu Patel		50%		100%		150%
Anastasios Konidaris		27.5%		55%		82.5%
Andrew Boyer		40%		80%		120%
Joseph Todisco		30%		60%		90%
Nikita Shah		27.5%		55%		82.5%

 

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The fiscal 20182021 combined adjusted EBITDA threshold, target and maximum performance objectives were $312.5$454.75 million, $625$535 million and $937.5 million.$668.75 million, respectively. Our Company’s fiscal 20182021 combined adjusted EBITDA was $584.3$538 million, or 94%100.5% of target which resulted in 101% funding for the target amount.Annual Incentive Program.

 

The 20182021 annual performance-based cash incentive program also provides for an individual performance modifiermultiplier, which may adjust up or downranges from 0% to 150% based on an individual’s performance during the year.

 

Therefore, as reflected in the non-equity incentive plan compensation column in the summary compensation table below and consistent with our pay for performance philosophy, the named executive officers received the incentive awards set forth below.

Name		2021 Base Salary			AIP Target %				AIP Target $			Final AIP Payout $			AIP Payout % of Target
Chirag K. Patel		$	750,000			100	%		$	750,000		$	757,500			101	%
Chintu Patel		$	750,000			100	%		$	750,000		$	757,500			101	%
Anastasios Konidaris		$	550,000			55	%		$	302,500		$	326,912			108	%
Andrew Boyer		$	600,000			80	%		$	480,000		$	484,800			101	%
Joseph Todisco		$	525,000			60	%		$	315,000		$	318,150			101	%
Nikita Shah		$	485,000			55	%		$	266,750		$	307,136			115	%

 

		2018 Annual Performance-Based Cash Incentive Compensation
Name		2018 Target Cash Incentive Award				Company Performance Achievement Level				Individual Performance Modifier				Cash Incentive Award
Robert A. Stewart(1)		$	1,000,000				94%				106%			$	1,000,000
Bryan Reasons		$	317,677				94%				100%			$	298,616
Paul Bisaro		$	750,000				94%				106%			$	750,000
Andrew Boyer		$	476,684	(2)			94%				100%			$	448,083	(2)
Sheldon Hirt(3)		$	211,150				—				—			$	—
Nikita Shah		$	193,922				94%				125%			$	227,859

	(1)	Mr. Stewart’s Incentive Award for 2018 was not pro rated on the basis of his hire date.
	(2)	Mr. Boyer’s Cash Incentive Target Award for 2018 was pro rated on the basis of his hire date by Amneal of February 5, 2018.
	(3)	Mr. Hirt stepped down from the Company on January 31, 2019 and did not receive cash based incentive compensation for 2018. Pursuant to a separation agreement between the Company and Mr. Hirt, however, Mr. Hirt received, among other things, an amount equal to his target cash incentive award for 2018, which is reflected in the bonus column in the summary compensation table below.

Long-Term Incentive Compensation

 

Our long-term incentive compensation program is designed to promote a balanced focus on driving performance, retaining talent and aligning the interests of our executives with those of our other stockholders. The Amneal Pharmaceuticals, Inc. 2018 Incentive Award Plan authorizes the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock or cash basedcash-based awards and dividend equivalent awards to employees, non-employee directors and consultants. For 2018, our

Our long-term incentive compensation program for 2021 for the named executive officers was comprised of two components: performance-based restricted stock units (“PSUs”) and restricted stock units.

•	Performance-based restricted stock units.We grant PSUs, which vest upon the attainment of certain performance metrics, in order to further incentivize our executive officers to deliver superior long-term results.
•	Restricted stock units.We grant restricted stock unit awards as a retention tool as they provide the opportunity to receive stock only if the recipient is still employed by us on the date the restrictions lapse.

In 2021, the total value of each named executive officer’s equity grants was divided between restricted stock units and PSUs, other than the Co-Chief Executive Officers who received all their long-term incentive compensation in PSUs. The mix of different types of awards is intended to combine the retention and downside risk benefits inherent in restricted stock options. Weunits with the incentive and stockholder-value-creation benefits inherent in performance-based restricted stock units, while mitigating the perceived excessive risk that potentially manifests itself through a single type of award approach.

The following table sets forth the total grant value and components mix determined for issuance to our named executive officers in 2021:

Name		Value of 2021 Awards(1)			% PSUs				% RSUs
Chirag Patel		$	2,400,000			100	%
Chintu Patel		$	2,400,000			100	%
Anastasios Konidaris		$	1,500,000			50	%			50	%
Andrew Boyer		$	1,300,000			50	%			50	%
Joseph Todisco		$	1,100,000			50	%			50	%
Nikita Shah		$	1,200,000			50	%			50	%

(1)	Values in the table represent the determined grant value. Actual awards were based on this value using the stock price on the grant date of March 1, 2021, which was $5.18.

Restricted Stock Unit Awards

In 2021, annual restricted stock options to incentivizeunit grants were made in March for all of the named executive officers, other than our Co-Chief Executive Officers, who received no restricted stock price performance as they have value only tounit grants in 2021. All of the extent that the price of our common stock rises between the grant date and the exercise date, and we grant restricted stock unit awards as a retention tool as they provide the opportunity to receive stock only if the recipient is still employed by usvest in four equal installments on the first, second, third and fourth anniversary of the grant date subject to cancellation or acceleration as provided in the restrictions lapse. For thoseindividual restricted stock unit award agreements. The number of restricted stock unit awards granted to each named executive officers with employment agreements (as discussed below),officer is based upon the specific ratiogrant date fair value of stock options andthe restricted stock units awarded in 2018 was the result of individual negotiations.units. For our other named executiveadditional details on this award, see “Executive Compensation— Management Employment & Separation Agreements” below.

 

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officers, in 2018 stock options constituted 67% of the long-term incentive awards and restricted stock units constituted 33% of the long-term incentive awards. Half of Mr. Stewart’s restricted stock units were granted as a sign on bonus to compensate him for lost compensation from his previous employer and thus his mix of award types is different from the other named executive officers.

The mix of different types of awards was intended to combine the retention and downside risk benefits inherent in restricted stock units with the shareholder-value-creation benefits inherent in stock options, while mitigating the perceived excessive risk that potentially manifests itself through a single type of award approach. Option awards produce value only if the price of the Company’s stock appreciates, and then only to the extent of the excess of the Company’s stock price over the exercise price of the option.Performance-Based Restricted Stock Unit Awards

 

In February 2019, the Compensation Committee added performance-based restricted stock units to the mix of grants that our executive officers receive, and the total value of the each executive officer’s equity grants was, for 2019, divided evenly between stock options, restricted stock units and performance restricted stock units.

Subject to adjustment as provided in the plan, the total number of shares of common stock available for awards under the plan is 23,000,000. As of February 28, 2019, 5,092,040 shares of common stock have been issued under the plan since it was originally adopted in 2018 and 17,907,960 shares remain available for issuance.

Annual Stock Option Grants

Our Compensation Committee has made annual and new hire grants of stock options to2021, our named executive officers were granted PSU awards in March. These awards will be earned at a rate of 0% and certain other members of senior management. The stock options have an exercise price equal to the closing market price200% of the Company’s Class A common stocktarget award amounts based on the dateCompany’s achievement of grant. In 2018,certain average closing stock option grants were made in May, followingprices for 60  consecutive days during the closingperformance period from March 1, 2021 until February 29, 2024, with a payout of 50% of the Combination. We expect to make future annualtarget award with if the average closing stock option grants in March. New hireprice is $8.00 and a payout of 200% of the target award if the average closing stock option grants are made within a certain amount of time after commencement of employment. The stock optionsprice is $20.00 or greater during any 60 consecutive day period. Any earned awards vest in four equal installments onfull at the first, second, third and fourth anniversaryend of the date of grant,such performance period, subject to cancellation or acceleration as provided in the individual performance-based restricted stock optionunit award agreements. The number of stock optionsPSUs granted to each named executive officer and senior manager is based upon the closing price on the grant date fair value of the stock options.date.

 

In 2019, Messrs. Boyer and Todisco and Ms. Shah were granted Performance-Based Restricted Stock based on total shareholder return (TSR) relative to the TSR of a group of companies in the  S&P Pharmaceuticals Select Industry Index. Actual performance during the 3 year performance period of January 1, 2019 through December 31, 2021 fell below the 25th percentile threshold resulting in a zero payout.

Other Compensation and Benefits

 

Benefits offered to our named executive officers serve a different purpose than do the other elements of total compensation. In general, they are provided for the convenience of the Company or are designed to provide a safety net of protection against the financial catastrophes that can result from illness, disability or death. BenefitsMost benefits offered to our named executive officers are generally the same as those offered to the general employee population, except for the car service provided to our Chief Executive Officer, which is reflected in the “all other compensation” column in the summary compensation table below.population.

The following table sets forth the grant date fair market value of stock options granted in 2018 for each of the named executive officers:

		Grant Date Fair Value
Name		of 2018 Option Grant
Robert A. Stewart		$	5,000,001
Bryan Reasons		$	1,000,002
Paul Bisaro		$	2,999,997
Andrew Boyer		$	2,000,003
Sheldon Hirt		$	533,332
Nikita Shah		$	533,332

Restricted Stock Unit Awards

Our Compensation Committee has made annual and new hire grants of restricted stock unit awards to our named executive officers and certain other members of senior management. In 2018, restricted stock unit grants were made in May, following the closing of the Combination. We expect to make future annual restricted stock unit grants in March. New hire restricted stock unit awards are made within a certain amount of time after commencement of employment. The restricted stock unit awards vest in four equal installments on the first, second, third and fourth anniversary of the grant date, subject to cancellation or acceleration as provided in the individual restricted stock unit award agreements. The number of restricted stock unit awards granted to each executive officer and senior manager is based upon the grant date fair value of the restricted stock units.

The following table sets forth the grant date fair market value of restricted stock unit awards granted in 2018 for each of the named executive officers:

		Grant Date Fair Value
Name		of 2018 RSU Awards
Robert A. Stewart		$	4,999,996
Bryan Reasons		$	499,998
Paul Bisaro		$	1,499,994
Andrew Boyer		$	999,996
Sheldon Hirt		$	266,668
Nikita Shah		$	266,668

 

Under the Company’s 401(k) plan, the Company makes a 100% matching contribution with respect to each participant’s elective contributions, up to 5% percent of such participant’s compensation (provided that for fiscal 2018,2021, matching contributions were based only on the first $275,000$290,000 of such participant’s compensation)compensation in accordance with Internal Revenue Code limitations). Matching contributions generally become fully vested after 3three years of employment with the Company.

 

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The Company also has a deferred compensation plan for certain former executives and employees of Impax, some of whom are currently employed by the Company. In December 2018, we announced that we will no longer accept contributions from employees or make matching contributions for the deferred compensation plan. Of our named executive officers, only Mr. Reasons participated in the deferred compensation plan.

Executive Severance and Change in Control Severance Benefits

 

For a discussion of executive severance and change in control severance benefits, our rationale for offering those benefits and the triggers for payments, see “Management Employment & Separation Agreements—Severance Benefits”Upon a Change in Control” below.

 

Chief Executive OfficerConsideration of 2021 Say-on-Pay Vote

At the 2021 Annual Meeting of Stockholders, our “say-on-pay” advisory vote received 99.6% support. The Compensation Committee regarded this vote, as well as feedback from our engagement with stockholders, as demonstrating strong support for our executive compensation program and did not make any significant changes to our compensation programs as a result of this vote. There was no change to our PSU award design or metric in 2021.

 

The Board of Directors remains responsible for reviewing and approving the corporate goals and objectives relevant to our Chief Executive Officer’s compensation and evaluating our Chief Executive Officer’s performance in light of those goals and objectives. Mr. Stewart has served as our President and Chief Executive Officer since the Company’s inception in May 2018. Mr. Stewart’s compensation during fiscal 2018 was based upon his employment agreement and the other factors set forth above under “Components of Executive Compensation.”

Accounting and Tax Considerations

 

Financial reporting and income tax consequences to our Company of individual compensation elements are important considerations for our Compensation Committee when it is analyzing the overall level of compensation and the mix of compensation. Overall, the Compensation Committee seeks to balance its objective of maintaining a fair, reasonable and competitive compensation package for our named executive officers with enabling the deductibility of compensation.

 

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Executive Compensation Clawback Policy

 

We do not currently have an executive compensation clawback policy. However, theThe Compensation Committee plansadopted in December 2021 a policy pursuant to adoptwhich the Board may require the reimbursement and/or cancellation of all or a clawback policy afterportion of any incentive cash bonus or equity-based incentive compensation awarded to any current or former executive officer subject to Section 16 of the Exchange Act in specified circumstances relating to a restatement of Company financial results involving fraud or misconduct. After the SEC issues final rules implementing the clawback provisions set forth in the Dodd-Frank Wall Street Reform and Consumer Protection Act. As ofAct, the end of 2018,Compensation Committee intends to evaluate the SEC had not yet issued final rules.rule and take appropriate action with respect to the existing policy at such time.

 

Stock Ownership Guidelines for Executive Officers

 

In order to further align the interests of our management with the interests of our stockholders, we require our executive officers to own shares of our stock as set forth below.

 

Position		Minimum Ownership Guideline
ChiefCo-Chief Executive OfficerOfficers	6x base salary
Executive Chairman	6x base salary
Other Executive Officers		2x base salary

 

We adopted our stock ownership guidelines in May 2018, and we expect our executive officers to be able to achieve the required ownership thresholds by five years from the date of adoption of the guidelines. Newly appointed officers will have five years from the date they became subject to the stock ownership guidelines to comply with them. For the purpose of determining stock ownership levels, we include shares underlying restricted stock and restricted stock units (whether or not vested) and shares underlying “in-the-money” vested stock option awards. Currently, all of our named executive officers have met these requirements.

 

See “Corporate Governance—Director Compensation—Non-Employee Director Stock Ownership Guidelines” above for a description of stock ownership guidelines we have adopted for our non-employee directors.

 

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Anti-Hedging Policy

 

To prevent speculation or hedging, our insider trading policy prohibits our named executive officers (and our directors and all other employees) from engaging in short sales of our Company’s stock. Company policy also prohibits our directors, executive officers and certain other employees from purchasing or selling any financial instrument that is designed to hedge or offset any decrease in the market value of our Company’s stock, including prepaid variable forward contracts, equity swaps, collars and other derivative securities that are directly linked to our Company’s stock. All other employees are discouraged, but not expressly prohibited, from entering into hedging transactions related to Company stock. In addition, pursuant to our Corporate Governance Guidelines, directors and executive officers who are not Amneal Group Members (as defined in the Stockholders Agreement) are prohibited from pledging Company stock as collateral for a loan.

 

Compensation Committee Interlocks and Insider Participation

No memberReport of the Compensation Committee is now, or was during fiscal 2018 or at any time prior thereto, an officer or employee of our Company or any of our subsidiaries. In addition, none of the executive officers of our Company currently serves or has served in the past on the board of directors or compensation committee of another company at any time during which an executive officer of such other company served on our Board of Directors or Compensation Committee.

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Reportof the Compensation Committee

 

The Compensation Committee of the Board of Directors has reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on this review and discussion, the committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.2021. This report is provided by the following directors, who comprise the committee.

 

Compensation Committee:

 

Ted Nark (Chair)

Janet S. Vergis

Robert L. Burr

Gautam Patel
Jeff George
Paul Meister
Shlomo Yanai

 

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ExecutiveCompensation

Summary Compensation Table

 

The following table shows the compensation of our named executive officers for the periods presented. For Messrs. Stewart, Boyer and Hirt and Ms. Shah, we report compensation from the completion of the Combination to the end of 2018. For Messrs. Bisaro and Reasons, because they were named executive officers in our previous SEC filings that required compensation disclosure, we report compensation for periods prior to the completion of the Combination.

 

																			Non-Equity
											Stock				Option				Incentive Plan				All Other
Name and				Salary				Bonus			Awards(1)				Awards(1)				Compensation				Compensation(2)				Total
Principal Position		Year		($)				($)			($)				($)				($)				($)				($)
Robert A. Stewart		2018			634,615	(3)						4,999,996				5,000,001				1,000,000				49,193				11,683,805
President and Chief Executive Officer
Bryan Reasons		2018			528,286	(5)						499,998				1,000,002				298,616				37,369				2,364,271
Former Senior Vice		2017			512,712							217,593				251,151				283,119				49,459				1,314,034
President and Chief
Financial Officer		2016			496,620							868,780				826,545				—				56,579				2,248,524
Paul Bisaro		2018			802,885	(4)						1,499,994				2,999,997				750,000				13,148				6,066,025
Executive Chairman,		2017			621,154							—				5,287,000				624,358				—				6,532,512
Former President and Chief Executive Officer
Andrew Boyer		2018			412,500	(6)						999,996				2,000,003				448,083	(7)			924				3,861,506
Executive Vice President, Commercial Operations
Sheldon Hirt		2018			267,998	(8)		211,150	(9)			266,668				533,332				—				13,277				1,292,425
Former Senior Vice President, General Counsel and Corporate Secretary
Nikita Shah		2018			246,132	(10)						266,668				533,332				227,859				11,359				1,285,349
Senior Vice President, Chief Human Resources Officer

(1)	These amounts reflect the aggregate grant date fair value of each option award and stock award granted during the fiscal year, computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 20 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018.
(2)	The amounts shown in this column for 2018 consist of the following components:

										Company
						Life and Disability				Nonqualified				Cost for				Imputed Income
		Company				Insurance				Deferred				personal use of				for personal use of
		401(k)				Premiums Paid				Compensation				Driver and				Driver and
		Match				by Company				Plan Match				Company Car				Company Car				Total
Name		($)				($)				($)				($)				($)				($)
Robert A. Stewart			12,269				924				—				19,800				16,200				49,193
Bryan Reasons			6,115				600				30,654				—				—				37,369
Paul Bisaro			12,548				600				—				—				—				13,148
Andrew Boyer			—				924				—				—				—				924
Sheldon Hirt			12,269				1,008				—				—				—				13,277
Nikita Shah			10,351				1,008				—				—				—				11,359

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(3)	Represents Mr. Stewart’s salary from the closing of the Combination through December 31, 2018.
(4)	Represents Mr. Bisaro’s salary from January 1, 2018 through December 31, 2018.
(5)	Represents Mr. Reasons’ salary from January 1, 2018 through December 31, 2018.
(6)	Represents Mr. Boyer’s salary from the closing of the Combination through December 31, 2018.
(7)	Pro-rated based on hire date by Amneal.
(8)	Represents Mr. Hirt’s salary from the closing of the Combination through December 31, 2018.
(9)	Represents Mr. Hirt’s target annual bonus equal to fifty percent of his annual base salary. Mr. Hirt stepped down from the Company in January 2019 and this amount was paid pursuant to a separation agreement between the Company and Mr. Hirt.
(10)	Represents Ms. Shah’s salary from the closing of the Combination through December 31, 2018.

Grants of Plan Based Awards in 2018

The following table sets forth information about non-equity and equity awards granted to the named executive officers in fiscal 2018.

																		All Other				All Other
																		Stock				Option
																		Awards:				Awards:								Grant Date
																		Number of				Number of				Exercise or				Fair Value
						Estimated Future Payouts Under												Shares of				Securities				Base Price				of Stock
						Non-Equity Incentive Plan Awards(1)												Stock or				Underlying				of Option				and Option
		Grant				Threshold				Target				Maximum				Units(2)				Options				Awards				Awards(3)
Name		Date				($)				($)				($)				(#)				(#)				($/share)				($)
Robert A. Stewart
2018 Annual Cash Incentive Plan							500,000				1,000,000				1,500,000
2018 RSU Grant			May 7, 2018																333,111												4,999,996
2018 Stock Option Grant			May 7, 2018																				681,199				15.01				5,000,001
Bryan Reasons
2018 Annual Cash Incentive Plan							158,838				317,677				476,515
2018 RSU Grant			May 7, 2018																33,311												499,998
2018 Stock Option Grant			May 7, 2018																				136,240				15.01				1,000,002
Paul Bisaro
2018 Annual Cash Incentive Plan							375,000				750,000				1,125,000
2018 RSU Grant			May 7, 2018																99,933												1,499,994
2018 Stock Option Grant			May 7, 2018																				408,719				15.01				2,999,997
Andrew Boyer		��
2018 Annual Cash Incentive Plan							238,342				476,684	(4)			715,026
2018 RSU Grant			May 7, 2018																66,622												999,996
2018 Stock Option Grant			May 7, 2018																				272,480				15.01				2,000,003
Sheldon Hirt
2018 Annual Cash Incentive Plan							105,575				211,150				316,725
2018 RSU Grant			May 7, 2018																17,766												266,668
2018 Stock Option Grant			May 7, 2018																				72,661				15.01				533,332
Nikita Shah
2018 Annual Cash Incentive Plan							96,961				193,922				290,884
2018 RSU Grant			May 7, 2018																17,766												266,668
2018 Stock Option Grant			May 7, 2018																				72,661				15.01				533,332

(1)	The amounts shown in these columns reflect the corporate performance targets under our annual performance based cash incentive plan. “Threshold” equals 50% of Target, “Target” equals 100% and “Maximum” equals 150% of target.
(2)	The number of shares shown reflects the 2018 restricted stock unit awards under the 2018 Incentive Award Plan. The restricted stock unit awards made in 2018 vest in four equal installments on the first, second, third and fourth anniversary of the date of grant, assuming continued employment.
(3)	These amounts reflect the aggregate grant date fair value of each option award and stock award granted during the fiscal year, computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 20 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018.
(4)	Pro rated based on hire date by Amneal.

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Outstanding Equity Awards at December 31, 2018

		Option Awards																Stock Awards
		Number of
		Securities				Number of												Number of				Market Value
		Underlying				Securities												Shares or				of Shares or
		Options				Underlying				Option								Units of Stock				Units of Stock
		that are				Options that are				Exercise				Option				that Have Not				that Have Not
		Exercisable				Unexercisable				Price				Expiration				Vested				Vested(1)
Name		(#)				(#)				($)				Date				(#)				($)
Robert A. Stewart			—				681,199	(2)			15.01				5/7/28				333,111	(3)			4,506,992
Bryan Reasons			—				136,240	(2)			15.01				5/7/28				33,311	(3)			450,698
			52,000	(4)							17.99				5/15/23
			55,000	(4)							25.24				5/14/24
			47,500	(4)							40.70				2/26/25
			63,095	(4)							33.27				2/26/26
			56,232	(4)							9.35				3/2/27
Paul Bisaro			—				408,719	(2)			15.01				5/7/28				99,933	(3)			1,352,093
			850,000	(4)							12.70				3/27/27
Andrew Boyer			—				272,480	(2)			15.01				5/7/28				66,622	(3)			901,396
Sheldon Hirt			—				72,661	(2)			15.01				5/7/28				17,766	(3)			240,374
Nikita Shah			—				72,661	(2)			15.01				5/7/28				17,766	(3)			240,374

(1)	Based on the closing price of our Class A common stock of $13.53 on December 31, 2018, the last trading day of the year.
(2)	Stock options vest in four equal installments on May 7, 2019, May 7, 2020, May 7, 2021 and May 7, 2022. All unvested stock options held by Mr. Hirt and Mr. Reasons were forfeited upon their separation from the Company in January and February 2019, respectively.
(3)	Restricted stock units vest in four equal installments on May 7, 2019, May 7, 2020, May 7, 2021 and May 7, 2022. All restricted stock units held by Mr. Hirt and Mr. Reasons were forfeited upon their separation from the Company in January and February 2019, respectively.
(4)	Exercisable options held by Mr. Bisaro and Mr. Reasons were granted by Impax prior to the Combination and assumed by the Company pursuant to the Combination.

Nonqualified Deferred Compensation for 2018

		Executive				Company				Aggregate				Aggregate				Aggregate
		Contributions in				Contributions in				Earnings in				Withdrawals/				Balance at
		Last FY				Last FY				Last FY				Distributions				Last FY
Name		($)				($)				($)				($)				($)
Robert A. Stewart			—				—				—				—				—
Bryan Reasons			61,308				30,654				(70,026	)			—				879,961
Paul Bisaro			—				—				—				—				—
Andrew Boyer			—				—				—				—				—
Sheldon Hirt			—				—				—				—				—
Nikita Shah			—				—				—				—				—

	AMNEAL PHARMACEUTICALS, INC.  |  2019 Proxy Statement		39

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The Company has a deferred compensation plan for certain former executives and employees of Impax, some of whom are currently employed by the Company. In December 2018, the Company announced that it will no longer accept contributions from employees or make matching contributions for the deferred compensation plan. Of the named executive officers, only Mr. Reasons, who stepped down from the Company in February 2019, participated in the non-qualified deferred compensation plan.

The Company’s non-qualified deferred compensation plan permitted highly compensated individuals to receive a similar level of benefits (in terms of the overall percentage of their income eligible for tax deferral and employer matching contributions) as were available to employees with lower levels of income. Each participant could defer up to 75% of the participant’s base salary and up to 100% of the amount of the participant’s bonus or cash incentive awards. The Company made a matching contribution for each participant equal to 50% of the participant’s contribution up to 10% of base salary and bonus and cash incentive awards per year. A participant’s account was notionally invested in one or more investment funds and the value of the account was determined with respect to such investment allocations. Participants were fully vested in their contributions when made. The Company’s matching contributions vested depending on the number of years of service, with participants being fully vested after five years of service. No contributions were forfeited as a result of a separation due to death, disability, termination of the plan or a change in control.

Benefits attributable to a participant were valued as if they were invested in one or more investment funds, as directed by participants in writing. The investment funds and their annual rates of return for the fiscal year ended December 31, 2018 are contained in the table below. Participants could change their selection of investment funds from time to time in writing in accordance with the procedure established by the plan administrator. Changes took effect as soon as administratively practicable.

Valuation Fund		Rate of Return in 2018
Fidelity VIP Money Market			1.42%
MFS/Sun Life Govt Securities			0.47%
PIMCO Total Return			-0.53%
MFS VIT I Total Return			-5.61%
MFS VIT I Value Series Initial			-10.09%
Dreyfus Stock Index			-4.63%
T. Rowe Price Blue Chip Growth			1.92%
AllianceBernstein Small/Mid Cap Val			-15.03%
Fidelity VIP Mid Cap			-14.54%
Delaware VIP Small Cap Value			-16.72%
AllianceBernstein. Internal Value			-22.79%

If a participant terminated his or her employment for any reason, including death, Impax would pay the participant an amount equal to the value of the vested balance credited to the participant’s plan account. If the participant died, the balance of that account would be paid to one or more beneficiaries designated by the participant.

Management Employment Agreements

We have entered into employment agreements with Robert A. Stewart, Bryan Reasons, Paul Bisaro and Andrew Boyer.

Robert A. Stewart

Robert A. Stewart is party to an Employment Agreement dated as of December 16, 2017, by and among Amneal, the Company and Mr. Stewart (the “Stewart Employment Agreement”).

The initial term of the Stewart Employment Agreement began on January 25, 2018 and expires on the third anniversary of such date, unless further extended or earlier terminated as provided in the Stewart Employment Agreement. The Stewart Employment Agreement automatically renews for single one-year periods unless either party provides a written notice of non-renewal at least 90 days prior to the end of the applicable term or unless it is terminated earlier.

Under the Stewart Employment Agreement, Mr. Stewart receives an annual base salary of at least $1.0 million. Mr. Stewart is also eligible to receive an annual bonus targeted at 100% of his base salary under the annual bonus program, and such amount may be between zero and 150% of Mr. Stewart’s base salary.

As provided under the Stewart Employment Agreement, following the closing of the Combination, the Company granted to Mr. Stewart (i) an award of restricted stock units having a grant date fair value equal to $2.5 million (the “Sign-on RSUs”); (ii) an option to purchase the number of shares of the Company’s Class A common stock necessary for the option to have a grant date fair value of $5.0 million (the “Stewart Option”); and (iii) an award of restricted stock units having a grant date fair value equal to $2.5 million (the “Additional RSUs” and with the Sign-on RSUs, the “Stewart RSUs”).

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Severance

The Stewart Employment Agreement provides for severance payments and benefits if (i) Mr. Stewart resigns for “good reason” (as defined in the Stewart Employment Agreement) or (ii) the Board terminates Mr. Stewart’s employment without “cause” (as defined in the Stewart Employment Agreement), in each case other than during the period that is within three months preceding or 24 months following a “change in control” (as defined in the Stewart Employment Agreement). In addition to payment of earned and vested payments and benefits, these severance payments and benefits include: (A) two times his base salary as then in effect; (B) a pro rata portion of his annual bonus for the fiscal year in which the termination occurs, based on actual performance for such fiscal year; (C) continuation of healthcare benefits until the second anniversary of his termination date; (D) the vesting and if applicable, exercisability of each outstanding equity award granted to Mr. Stewart will be accelerated to the extent such equity award would have vested had Mr. Stewart’s employment continued until the first anniversary of his termination date; and (E) outplacement services by a reputable national outplacement service for up to two years following his termination date.

Severance Upon a Change in Control

The Stewart Employment Agreement also provides for severance payments and benefits if (i) Mr. Stewart resigns for good reason, (ii) the Amneal Board terminates Mr. Stewart’s employment without cause or (iii) Mr. Stewart’s employment terminates by reason of death or disability (as defined in the Stewart Employment Agreement), in each case within three months preceding or 24 months following a change in control. In addition to payment of earned and vested payments and benefits, these severance payments and benefits include: (A) the sum of (x) two times his base salary as then in effect plus (y) two times his target annual bonus as then in effect; (B) a pro rata portion of his annual bonus for the fiscal year in which the termination occurs, based on actual performance for such fiscal year; (C) continuation of healthcare benefits until the second anniversary of his termination date; (D) the vesting and if applicable, exercisability of each equity award granted to Mr. Stewart will be fully accelerated; and (E) outplacement services by a reputable national outplacement service for up to two years following his termination date.

The Stewart Employment Agreement requires Mr. Stewart to maintain the confidentiality of information relating to the Company, as applicable, during and after the term of such agreement and also contains non-competition, non-solicitation and non-disparagement covenants as well as other provisions customary for this type of employment agreement.

Bryan M. Reasons

Bryan Reasons is party to an Employment Agreement dated as of December 12, 2012, by and among Impax and Mr. Reasons, as amended (the “Reasons Employment Agreement”). The Reasons Employment Agreement automatically renews for a one-year period unless either party provides at least 90 days written notice of non-renewal prior to the end of the applicable term or unless it is terminated earlier.

The Reasons Employment Agreement provides for (i) an annual base salary of at least $385,000; (ii) participation in the Company’s annual cash incentive bonus program; (iii) grants of stock options and restricted stock in an amount and on the terms determined by the Compensation Committee of the Board of Directors; and (iv) other compensation that may be awarded by the Board of Directors or the Compensation Committee of the Board of Directors.

Severance

The Reasons Employment Agreement provides for severance payments and benefits if (i) the Company terminates Mr. Reasons’ employment without “cause” (as defined in the Reasons Employment Agreement) or (ii) Mr. Reasons resigns for ”good reason” (as defined in the Reasons Employment Agreement), of (A) the sum of (x) the balance of the base salary due under the Reasons Employment Agreement or one and one half times his base salary as then in effect, whichever is greater, plus (y) an amount equal to one and one half times the average of the annual cash bonus awards received by Mr. Reasons for all fiscal years during the term of the Reasons Employment Agreement; (B) a pro rata portion of his cash bonus award for the fiscal year in which the termination occurs; (C) continuation of healthcare benefits for 24 months from the termination date; and (D) acceleration by 12 months of all of Mr. Reasons’ unvested stock options and restricted stock, with such stock options remaining exercisable for 12 months following his termination date.

Severance Upon a Change in Control

The Reasons Employment Agreement also provides for severance payments and benefits if (a) Mr. Reasons resigns for good reason within 60 days preceding or 12 months following a “change in control” (as defined in the Reasons Employment Agreement), (b) the Company terminates Mr. Reasons’ employment without cause within 60 days preceding or 12 months following the change in control or (c) the employment term expires or is not renewed by the Company and Mr. Reasons’ employment is then terminated without cause within 12 months following the change in control, of (1) the sum of (x) the balance of the base salary due under the Employment Agreement or two and one quarter times his base salary as then in effect, whichever is greater, plus (y) an amount equal to two and one quarter times the average of the annual cash bonus awards received by Mr. Reasons for all fiscal years during the term of the Reasons Employment Agreement; (2) a pro rata portion of his cash bonus award for the fiscal year in which the termination occurs; (3) continuation of benefits for 24 months from the termination date; and (4) acceleration of all of

	AMNEAL PHARMACEUTICALS, INC.  |  2019 Proxy Statement		41

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Mr. Reasons’ unvested stock options and restricted stock, with such stock options remaining exercisable for 12 months following his termination date.

The Reasons Employment Agreement requires Mr. Reasons to maintain the confidentiality of information relating to the Company during and after the term of such agreement and also contains non-competition, non-solicitation and non-disparagement covenants as well as other provisions customary for this type of Employment Agreement.

Separation Agreement

As previously announced, Bryan M. Reasons stepped down from his role as Senior Vice President and Chief Financial Officer of the Company effective as of January 22, 2019. On February 28, 2019, in connection with his termination of employment with the Company as of such date, the Company and Mr. Reasons entered into a separation agreement (the “Separation Agreement”). Pursuant to the Separation Agreement, and in consideration of Mr. Reasons’ execution of a release of claims in favor of the Company and his continued compliance with certain restrictive covenants, Mr. Reasons received or will receive (i) severance payments totaling $1,947,549.70, $374,528.79 of which is payable on May 3, 2019 and the remainder is to be paid in 21 substantially equal installments thereafter on the Company’s regular payroll dates; (ii) a payment of $298,616.23, less payroll deductions and withholdings, on March 8, 2019, which constitutes Mr. Reasons’ annual incentive bonus for fiscal year 2018 based on actual performance for the year, as determined by the Company’s Board of Directors, and (iii) additional monthly payments or reimbursement in an amount of the cost of monthly premiums for Mr. Reasons’ and his covered dependents’ coverage under the Company’s group health plans during the period beginning on February 28, 2019 and ending on the earlier of (a) February 28, 2021, (b) the date Mr. Reasons becomes eligible for comparable coverage under another employer’s group health plan(s) or (c) the date Mr. Reasons is no longer eligible for COBRA. The Separation Agreement also provides for the exercisability of Mr. Reasons’ vested options until February 28, 2020.

Paul Bisaro

Paul Bisaro is party to an Employment Agreement dated as of May 4, 2018, by and among Amneal, the Company and Mr. Bisaro (the “Bisaro Employment Agreement”).

The initial term of the Bisaro Employment Agreement began on the closing of the Combination and will expire on the third anniversary of the closing, unless further extended or earlier terminated as provided in the Bisaro Employment Agreement. The Bisaro Employment Agreement automatically renews for single one-year periods unless either party provides a written notice of non-renewal at least 90 days prior to the end of the applicable term or unless it is terminated earlier.

Under the Bisaro Employment Agreement, Mr. Bisaro will receive an annual base salary of at least $750,000. Mr. Bisaro is also eligible to receive an annual bonus targeted at 100% of his base salary under the annual bonus program, and such amount may be between zero and 150% of Mr. Bisaro’s base salary.

As provided under the Bisaro Employment Agreement, following the effective date of the Bisaro Employment Agreement, the Company granted to Mr. Bisaro (i) an option to purchase the number of shares of the Company’s Class A common stock necessary for the option to have a grant date fair value of $3.0 million (the “Initial Bisaro Option”) and (ii) an award of restricted stock units having a grant date fair value equal to $1.5 million (the “Initial Bisaro RSUs”).

Severance

The Bisaro Employment Agreement provides for severance payments and benefits if (i) Mr. Bisaro resigns for “good reason” (as defined in the Bisaro Employment Agreement) or (ii) the Company terminates Mr. Bisaro’s employment without cause (as defined in the Bisaro Employment Agreement), in each case other than during the period that is within three months preceding or 24 months following a change in control (as defined in the Bisaro Employment Agreement). In addition to payment of earned and vested payments and benefits, these severance payments and benefits include: (A) two times his base salary as then in effect; (B) continuation of healthcare benefits until the second anniversary of his termination date; and (C) the vesting and if applicable, exercisability of each outstanding equity award granted to Mr. Bisaro will be accelerated to the extent such equity award would have vested had Mr. Bisaro’s employment continued until the first anniversary of his termination date and each stock option held by Mr. Bisaro will remain exercisable for a period of 12 months following his termination date (or until the original expiration date of the option, if earlier).

The Bisaro Employment Agreement also provides for severance payments and benefits if Mr. Bisaro’s employment terminates as a result of Mr. Bisaro’s death or disability (as defined in the Bisaro Employment Agreement), in each case other than during the period that is within three months preceding or 24 months following a change in control. In addition to payment of earned and vested payments and benefits, these severance payments and benefits include: (A) a pro-rated annual bonus based on actual performance for the fiscal year during which such termination occurs; (B) accelerated vesting of 100% of the then-unvested restricted stock and restricted stock units previously granted to Mr. Bisaro (or, upon a termination as a result of Mr. Bisaro’s disability, accelerated vesting of 50% of such then-unvested restricted stock and restricted stock units); (C) accelerated vesting and exercisability of the portion of the stock options previously granted to Mr. Bisaro that are scheduled to vest in the calendar year of Mr. Bisaro’s death or disability, as applicable; and (D) solely in the event of a termination as a result of Mr. Bisaro’s Disability, continuation of healthcare benefits for six months.

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Severance Upon a Change in Control

The Bisaro Employment Agreement also provides for severance payments and benefits if (i) Mr. Bisaro resigns for good reason, (ii) the Company terminates Mr. Bisaro’s employment without cause or (iii) Mr. Bisaro’s employment terminates by reason of death or disability, in each case within three months preceding or 24 months following a change in control. In addition to payment of earned and vested payments and benefits, these severance payments and benefits include: (A) the sum of (x) two times his base salary as then in effect plus (y) an amount equal to two times his target annual bonus as then in effect; (B) continuation of healthcare benefits until the second anniversary of his termination date; and (C) the vesting and if applicable, exercisability of each equity award granted to Mr. Bisaro will be fully accelerated and each stock option held by Mr. Bisaro will remain exercisable for a period of 12 months following his termination date (or until the original expiration date of the option, if earlier).

The Bisaro Employment Agreement requires Mr. Bisaro to maintain the confidentiality of information relating to the Company during and after the term of such agreement and also contains non-competition, non-solicitation and non-disparagement covenants as well as other provisions customary for this type of employment agreement.

Name and Principal Position		Year		Salary ($)		Bonus ($)		Stock Awards(1) ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation(3) ($)		Total ($)
Chirag Patel Co-Chief Executive Officer and President		2021		724,038		—		3,266,406		—		757,500		37,172		4,785,116
		2020		1		—		2,298,679		—		—		22,036		2,320,716
		2019		44,226		—		90,749		184,249		—		18,743		337,967
Chintu Patel Co-Chief Executive Officer		2021		724,038		—		3,266,406		—		757,500		50,881		4,798,825
		2020		1		—		2,298,679		—		—		29,848		2,328,528
		2019		44,226		—		90,749		184,249		—		20,376		339,600
Anastasios Konidaris EVP & Chief Financial Officer		2021		550,000		—		1,770,757		—		326,912		16,327		2,663,996
		2020		427,308		—		1,747,367		—		327,608		6,216		2,508,499
Andrew Boyer EVP, Chief Commercial Officer - Generics		2021		600,000		—		1,534,657		—		484,800		16,406		2,635,863
		2020		638,103		—		1,239,735		—		492,480		16,213		2,386,531
		2019		660,084		—		1,391,119		1,046,868	(2)	—		15,008		3,113,079
Joseph Todisco Andrew Boyer is partyEVP, Chief Commercial Officer - Specialty		2021		523,615		—		1,298,557		—		318,150		16,287		2,156,610
		2020		458,539		—		881,006		—		315,153		16,431		1,671,129
Nikita Shah EVP, CHRO & Strategic Planning Officer		2021		483,789		—		1,416,601		—		307,136		16,169		2,223,694
		2020		422,491		—		1,057,202		—		282,150		15,877		1,777,720
		2019		402,613		—		1,321,567		802,741	(2)	—		15,008		2,541,929

(1)	These amounts reflect the aggregate grant date fair value of each restricted stock unit award and PSU award granted during the fiscal year, computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 23 to an Employment Agreement, effectivethe financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. For the PSU awards granted in 2021, the value of the awards as of February 5,the grant date, assuming that the highest level of performance achievement would be achieved (which is 200% of target), for Mr. Chirag Patel, Mr. Chintu Patel, Mr. Konidaris, Mr. Boyer, Mr. Todisco and Ms. Shah would be $6,532,812, $6,532,812, $2,041,511, $1,769,310, $1,497,110 and $1,633,203, respectively.
(2)	These amounts include the incremental fair value associated with a one-time option repricing. On October 10, 2019, the Compensation Committee and stockholders of the Company approved a one-time option repricing pursuant to which the exercise price of each relevant option was amended to reduce such exercise price to $2.75. “Relevant Options” were all outstanding stock options as of October 10, 2019 (vested or unvested) that were granted between May 7, 2018 and July 15, 2019 to acquire shares of our Class A common stock that have exercise prices above $3.51, the closing price of a share of the Class A common stock as reported on the New York Stock Exchange on November 13, 2019. The incremental fair value, computed as of the repricing date in accordance with FASB ASC Topic 718 for the Relevant Options held by Mr. Boyer and among Amneal, Amneal Holdings, LLCMs. Shah, totaled $380,201 and $169,411, respectively.
(3)	The amounts shown in this column for 2021 consist of the following components:

Name		Company 401(k) Match ($)				Life and Disability Insurance Premiums Paid by Company ($)				Cost for Personal Use of Driver and Company Car(1) ($)				Total ($)
Chirag Patel			14,500				2,143				20,529				37,172
Chintu Patel			14,500				2,143				34,238				50,881
Anastasios Konidaris			14,500				1,827				—				16,327
Andrew Boyer			14,500				1,906				—				16,406
Joseph Todisco			14,500				1,787				—				16,287
Nikita Shah			14,500				1,669				—				16,169

(1)

We own a car and employ a driver for the exclusive use of each of Mr. Chirag Patel and Mr. Boyer (the “Boyer Employment Agreement”). The initial termChintu Patel. Although the majority of the Boyer Employment Agreement begandriver’s services (and, therefore, the costs associated with the car) are for business purposes, we allow for use of the car and driver for personal purposes - generally for daily commute - as we believe this accommodation enables increased productivity during this time.

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Grants of Plan Based Awards in 2021

The following tables set forth information about non-equity and equity awards granted to the named executive officers in fiscal 2021.

				Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares of Stock or Units(3) (#)		Grant Date Fair Value of Stock and Option Awards(4) ($)
Name		Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
Chirag Patel
2021 Annual Cash Incentive				375,000		750,000		1,125,000
PSU Grant		3/1/21								231,660		463,320		926,640				3,266,406
Chintu Patel
2021 Annual Cash Incentive				375,000		750,000		1,125,000
PSU Grant		3/1/21								231,660		463,320		926,640				3,266,406
Anastasios Konidaris
2021 Annual Cash Incentive				151,250		302,500		453,750
PSU Grant		3/1/21								72,394		144,788		289,576				1,020,755
RSU Grant		3/1/21														144,788		750,002
Andrew Boyer
2021 Annual Cash Incentive				240,000		480,000		720,000
PSU Grant		3/1/21								62,742		125,483		250,966				884,655
RSU Grant		3/1/21														125,483		650,002
Joseph Todisco
2021 Annual Cash Incentive				157,500		315,000		472,500
PSU Grant		3/1/21								53,089		106,178		212,356				748,555
RSU Grant		3/1/21														106,178		550,002
Nikita Shah
2021 Annual Cash Incentive				133,375		266,750		400,125
PSU Grant		3/1/21								57,915		115,830		231,660				816,602
RSU Grant		3/1/21														115,830		599,999

(1)	The amounts shown in these columns reflect the corporate performance targets under our annual performance-based cash incentive plan. “Threshold” equals 50% of Target, “Target” equals 100% and “Maximum” equals 150% of Target.
(2)	The number of shares shown reflects the “Threshold,” “Target” and “Maximum” payout levels under the 2021 performance-based restricted stock unit awards granted under the 2018 Incentive Award Plan. “Threshold” equals 50% of Target, “Target” equals 100% of Target and “Maximum” equals 200% of Target.
(3)	The number of shares shown reflects the 2021 restricted stock unit awards under the 2018 Incentive Award Plan. The restricted stock unit awards made in 2021 vest in four equal installments on the first, second, third and fourth anniversary of the date of grant, assuming continued employment.
(4)	These amounts reflect the aggregate grant date fair value of each stock award granted during the fiscal year, computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 23 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. As the PSUs were subject to market-based vesting conditions, the grant date fair value was determined using a Monte-Carlo simulation model, which is a probabilistic approach for estimating the grant date fair value of the PSUs for purposes of accounting under FASB ASC Topic 718.

	AMNEAL PHARMACEUTICALS, INC.  |  2022 Proxy Statement		39

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Outstanding Equity Awards at December 31, 2021

	Option Awards											Stock Awards
Name		Number of Securities Underlying Options that are Exercisable (#)		Number of Securities Underlying Options that are Unexercisable (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock that Have Not Vested (#)		Market Value of Shares or Units of Stock that Have Not Vested(1) ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($)
Chirag Patel		24,977		—		15.01		5/7/28
		28,044		—		14.05		5/6/29
														316,623	(11)	1,516,624
														231,660	(12)	1,109,651
Chintu Patel		24,977		—		15.01		5/7/28
		28,044		—		14.05		5/6/29
														316,623	(11)	1,516,624
														231,660	(12)	1,109,651
Anastasios										263,158	(4)	1,260,527		175,439	(11)	840,353
Konidaris										144,788	(5)	693,535		72,394	(12)	346,767
Andrew Boyer		204,360		68,120	(2)	2.75		5/7/28		16,656	(6)	79,782
		50,276		50,277	(3)	2.75		3/1/29		24,692	(7)	118,275		0	(10)	—
										94,987	(8)	454,988		63,325	(11)	303,327
										46,189	(9)	221,245
										125,483	(5)	601,064		62,742	(12)	300,534
Joseph Todisco		18,165		18,166	(2)	2.75		5/7/28		4,442	(6)	21,277
		45,249		45,249	(3)	2.75		3/1/29		22,222	(7)	106,443		0	(10)	—
										89,051	(8)	426,554		59,367	(11)	284,368
										106,178	(5)	508,593		53,089	(12)	254,296
Nikita Shah		18,165		18,166	(2)	2.75		5/7/28		4,442	(6)	21,277
		47,762		47,763	(3)	2.75		3/1/29		23,457	(7)	112,359		0	(10)	—
										106,860	(8)	511,859		71,240	(11)	341,240
										115,830	(5)	554,826		57,915	(12)	277,413

(1)	Based on the closing price of our Class A Common Stock of $4.79 on December 31 2021, the last trading day of the year.
(2)	Stock options vest in one installment on May 7, 2022.
(3)	Stock options vest in two equal installments on March 1, 2022 and March 1, 2023.
(4)	Restricted stock units vest in three equal installments on March 12, 2022, March 12, 2023 and March 12, 2024.
(5)	Restricted stock units vest in four equal installments on March 1, 2022, March 1, 2023, March 1, 2024 and March 1, 2025.
(6)	Restricted stock units vest in one installment on May 7, 2022.
(7)	Restricted stock units vest in two equal installments on March 1, 2022 and March 1, 2023.
(8)	Restricted stock units vest in three equal installments on February 5, 201827, 2022, February 27, 2023 and expiresFebruary 27, 2024.
(9)	Restricted stock units vest in two equal installments on June 30, 2022 and June 30, 2023.
(10)	The performance-based restricted stock units vest following the conclusion of the January 1, 2019 through December 31, 2021 unless further extended or earlier terminated as provided inperformance period based upon the Boyer Employment Agreement. The Boyer Employment Agreement automatically renews for single one-year periods unless either party provides a written noticelevel of non-renewal at least 90 days priorattainment of our TSR compared to the endTSR of companies that comprise the S&P Pharmaceuticals Select Industry Index. Payouts for this performance period are calculated at 0% of the applicable term or unless ittarget level.

www.amneal.com		AMNEAL PHARMACEUTICALS, INC.  |  2022 Proxy Statement		40

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(11)

The performance-based restricted stock units vest following the conclusion of the March 1, 2020 through February 28, 2023 performance period based upon the level of attainment of absolute stock price (based on the closing stock price of the Company’s stock on the New York Stock Exchange). The amounts listed represent the threshold number of units under each award. Total shares earned under the performance-based restricted stock units will range from 0% to 200% of the target number of units based on actual performance.

(12)

The performance-based restricted stock units vest following the conclusion of the March 1, 2021 through February 29, 2024 performance period based upon the level of attainment of absolute stock price (based on the closing stock price of the Company’s stock on the New York Stock Exchange). The amounts listed represent the threshold number of units under each award. Total shares earned under the performance-based restricted stock units will range from 0% to 200% of the target number of units based on actual performance.

2021 Option Exercises and Stock Vested

		Option Awards								Stock Awards
Name		Number of Shares Acquired on Exercise (#)				Value Realized on Exercise(1) ($)				Number of Shares Acquired on Vesting (#)				Value Realized on Vesting(2) ($)
Chirag Patel			—				—				—				—
Chintu Patel			—				—				—				—
Anastasios Konidaris			—				—				87,719				528,068
Andrew Boyer			—				—				83,758				439,463
Joseph Todisco			36,330				147,960				45,235				240,640
Nikita Shah			36,330				149,584				51,790				275,841

(1)	Value realized on exercise is terminated earlier.based on the difference between the aggregate exercise price and the fair market value of the shares acquired on the date of exercise.
(2)	Amounts reported are based on the closing price of our Class A Common Stock on the NYSE on the vesting date.

Management Employment & Separation Agreements

Among our named executive officers, we have or had employment agreements with Andrew Boyer, Anastasios Konidaris, Nikita Shah and Joseph Todisco.

Andrew Boyer

Andrew Boyer is party to an Employment Agreement, effective as of February 5, 2018, with Amneal (the “Boyer Employment Agreement”).

The initial term of the Boyer Employment Agreement began on February 5, 2018 and was scheduled to expire on June 30, 2022, unless further extended or earlier terminated as provided in the Boyer Employment Agreement.

On July 31, 2020, the Company entered into Modification No. 1 to the Boyer Employment Agreement, effective as of August 1, 2020 (the “Effective Date”). Pursuant to the Modification, the term of Mr. Boyer’s Employment Agreement was extended until June 30, 2023 (the “Term”) and will automatically be renewed thereafter for single one-year periods unless written notice of non-renewal is provided by any party at least 90 days prior to the end of the Term or the agreement is earlier terminated in accordance with its terms. Under the Modification, as of the Effective Date, Mr. Boyer began serving as the Executive Vice President, Chief Commercial Officer – Generics and receiving an annual base salary of $600,000 (reduced from $661,917), which amount is subject to increase by the Company’s Board of Directors. Further, in connection with the Modification, Mr. Boyer received an award of restricted stock units having a grant date fair value equal to $300,000 with a third of such units vesting on each of June 30, 2021, June 30, 2022 and June 30, 2023, subject to Mr. Boyer’s continued employment through the applicable vesting date.

 

Under the Boyer Employment Agreement, Mr. Boyer receives an annual base salary of at least $650,000. Mr. Boyer is also eligible to receive an annual bonus targeted at 80% of his base salary under the annual bonus program, and such amount may be between zero and 150% of Mr. Boyer’s base salary.

 

As provided under the Boyer Employment Agreement, following the closing of the Combination, the Company granted to Mr. Boyer (i) an award of restricted stock units having a grant date fair value equal to $1.0 million (the “Boyer RSUs”) and (ii) an option to purchase the number of shares of the Company’s Class A common stock necessary for the option to have a grant date fair value of $2.0 million (the “Boyer Option”).

Severance

The Boyer Employment Agreement provides for severance payments and benefits if (i) Mr. Boyer resigns for “good reason” (as defined in the Boyer Employment Agreement) or (ii) the Board of Directors terminates Mr. Boyer’s employment without “cause” (as defined in the Boyer Employment Agreement), in each case other than during the period that is within three months preceding or 24 months following a “change in control” (as defined in the Boyer Employment Agreement). In addition to payment of earned and vested payments and benefits, these severance payments and benefits include: (A) two times his base salary as then in effect; (B) a pro rata portion of his annual bonus for the fiscal year in which the termination occurs, based on actual performance for such fiscal year, and the prior year’s bonus to the extent not then already paid (based on the higher of target or actual performance of the relevant goals); (C) continuation of healthcare benefits until the second anniversary of his termination date; (D) the vesting and if applicable, exercisability of each outstanding equity award granted to Mr. Boyer will be accelerated to the extent such equity award would have vested had Mr. Boyer’s employment continued until the first anniversary of his termination date (and, to the extent applicable, each outstanding equity award granted to Mr. Boyer will remain exercisable until the first anniversary of his termination date); and (E) outplacement services by a reputable national outplacement service for up to two years following his termination date.

Severance Upon a Change in Control

The Boyer Employment Agreement also provides for severance payments and benefits if (i) Mr. Boyer resigns for good reason, (ii) the Board of Directors terminates Mr. Boyer’s employment without cause or (iii) Mr. Boyer’s employment terminates by reason of death or disability (as defined in the Boyer Employment Agreement), in each case within three months preceding or 24 months following a change in control. In addition to payment of earned and vested payments and benefits, these severance payments and benefits include: (A) the sum of (x) two times his base salary as then in effect plus (y) two times his target annual bonus as then in effect; (B) a pro rata portion of his annual bonus for the fiscal year in which the termination occurs, based on actual performance for such fiscal year, and the prior year’s bonus to the extent not then already paid (based on the higher of target or actual performance of the relevant goals); (C) continuation of healthcare benefits until the second anniversary of his termination date; (D) the vesting and if applicable, exercisability of each equity award granted to Mr. Boyer will be fully accelerated (and, to the extent applicable, each outstanding equity award granted to Mr. Boyer will remain exercisable until the first anniversary of his termination date); and (E) outplacement services by a reputable national outplacement service for up to two years following his termination date.

The Boyer Employment Agreement requires Mr. Boyer to maintain the confidentiality of information relating to the Company during and after the term of such agreement and also contains non-competition, non-solicitation and non-disparagement covenants as well as other provisions customary for this type of employment agreement.

	AMNEAL PHARMACEUTICALS, INC.  |  2019 Proxy Statement		43

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Potential Payments Upon Termination or Change in ControlAMNEAL To enable us to offer a competitive executive compensation program, we believe it is important to provide reasonable severance benefits to our executive officers. In addition to the employment agreements between the Company and certain of our named executive officers, discussed above, the Company has a severance plan that provides for severance benefits to our employees (the “Severance Plan”). Under the Severance Plan, in the event of a participant’s termination of employment without cause (as defined in the Severance Plan) or for good reason (as defined in the Severance Plan), in either case on or within 12 months after the date of the completion of the Combination, the participant will be eligible to receive up to a maximum of (depending on his or her position) (i) a lump sum payment of 52 weeks of his or her base pay, (ii) his or her annual target bonus, (iii) partially subsidized COBRA premiums for 52 weeks and (iv) outplacement services for 26 weeks. Moreover, from time to time, we may explore potential transactions that could result in a change in control of our Company. We believe that when a transaction is perceived as imminent, or is taking place, we should be able to receive and rely on the disinterested service of our executive officers, without them being distracted or concerned by the personal uncertainties and risks associated with such a situation. We further believe that our stockholders are best served if their interests are aligned with the interests of our executives, and providing change in control benefits should eliminate, or at least reduce, the reluctance of senior management to pursue potential transactions that may enhance the value of our stockholders’ investments. Consistent with this, we provide change-in-control benefits to our named executive officers only if the officer’s employment terminates in connection with the change in control (often referred to as “double-trigger” change-in-control benefits). The estimated severance and other benefits for each named executive officer, either pursuant to the Severance Plan or an applicable employment agreement, in the event of a termination of employment are set forth below. The amounts assume that the termination was effective as of December 31, 2018 (the last business day of fiscal 2018) and thus are based upon amounts earned through such date and are only estimates of the amounts that would actually be paid to such named executive officers upon their termination. Since many factors (e.g., the time of year when the event occurs, the Company’s stock price) could affect the nature and amount of benefits a named executive officer could potentially receive, any amounts paid or distributed upon a future termination may be different from those shown in the table below. The amounts shown are in addition to benefits generally available to salaried employees. Name   Benefit   Without Cause or for Good Reason Termination     Without Cause, for Good Reason Death or Disability Termination in Connection with a Change in Control     Termination for Death     Termination for Disability   Robert A. Stewart   Cash   $ 3,000,000     $ 5,000,000                       Accelerated Vesting of Stock Options(1)   $ —     $ —                       Accelerated Vesting of RSUs(2)   $ 1,126,738     $ 4,506,992                       Health Care   $ 53,674     $ 53,674                       TOTAL   $ 4,180,412     $ 9,560,666                   Bryan Reasons(3)   Cash   $ 1,596,983     $ 2,246,166                       Accelerated Vesting of Stock Options                                     Accelerated Vesting of RSUs                                     Health Care   $ 53,674     $ 53,674                       TOTAL   $ 1,650,657     $ 2,299,840                   www.amneal.com  AMNEALPHARMACEUTICALS, INC.  |  2019Proxy Statement  44 Back to Contents Name   Benefit   Without Cause or for Good Reason Termination     Without Cause, for Good Reason Death or Disability Termination in Connection with a Change in Control     Termination for Death     Termination for Disability   Paul Bisaro   Cash   $ 1,500,000     $ 3,000,000     $ 750,000         $ 750,000       Accelerated Vesting of Stock Options(1)   $ —     $ —                       Accelerated Vesting of RSUs(2)   $ 338,020     $ 1,352,093     $ 1,352,093     $ 676,047       Health Care                                     TOTAL   $ 1,838,020     $ 4,352,093     $ 2,102,093     $ 1,426,047   Andrew Boyer   Cash   $ 1,748,083     $ 2,788,084                       Accelerated Vesting of Stock Options(1)   $ —     $ —                       Accelerated Vesting of RSUs(2)   $ 225,342     $ 901,396                       Health Care   $ 53,674     $ 53,674                       TOTAL   $ 2,027,099     $ 3,743,154                   Sheldon Hirt(4)   Cash   $ 633,450     $ 633,450                       Accelerated Vesting of Stock Options                                     Accelerated Vesting of RSUs                                     Health Care   $ 26,833     $ 26,833                       TOTAL   $ 660,283     $ 660,283                   Nikita Shah   Cash   $ 581,768     $ 581,768                       Accelerated Vesting of Stock Options                                     Accelerated Vesting of RSUs                                     Health Care   $ 17,624     $ 17,624                       TOTAL   $ 599,392     $ 599,392                   (1) No value is listed for accelerated vesting of options because all of the unvested options held by the named executive officers were granted with exercise prices greater than the closing market price of our Class A common stock on December 31, 2018.PHARMACEUTICALS, INC.  |  2022 Proxy Statement 41     (2) Includes unvested restricted stock units that would accelerate in connection with the applicable termination event valued based on the closing price of our Class A common stock on December 31, 2018, which was $13.53. Back to Contents Severance The Boyer Employment Agreement provides for severance payments and benefits if (i) Mr. Boyer resigns for “good reason” (as defined in the Boyer Employment Agreement) or (ii) the Board of Directors terminates Mr. Boyer’s employment without “cause” (as defined in the Boyer Employment Agreement), in each case other than during the period that is within three months preceding or 24 months following a “change in control” (as defined in the Boyer Employment Agreement). In addition to payment of earned and vested payments and benefits, these severance payments and benefits include: (A) two times his base salary as then in effect; (B) a pro rata portion of his annual bonus for the fiscal year in which the termination occurs, based on actual performance for such fiscal year, and the prior year’s bonus to the extent not then already paid (based on the higher of target or actual performance of the relevant goals); (C) continuation of healthcare benefits until the second anniversary of his termination date; (D) the vesting and, if applicable, exercisability of each outstanding equity award granted to Mr. Boyer will be accelerated to the extent such equity award would have vested had Mr. Boyer’s employment continued until the first anniversary of his termination date (and, to the extent applicable, each outstanding equity award granted to Mr. Boyer will remain exercisable until the first anniversary of his termination date); and (E) outplacement services by a reputable national outplacement service for up to two years following his termination date. Severance Upon a Change in Control The Boyer Employment Agreement also provides for severance payments and benefits if (i) Mr. Boyer resigns for good reason, (ii) the Board of Directors terminates Mr. Boyer’s employment without cause or (iii) Mr. Boyer’s employment terminates by reason of death or disability (as defined in the Boyer Employment Agreement), in each case within three months preceding or 24 months following a change in control. In addition to payment of earned and vested payments and benefits, these severance payments and benefits include: (A) the sum of (x) two times his base salary as then in effect plus (y) two times his target annual bonus as then in effect; (B) a pro rata portion of his annual bonus for the fiscal year in which the termination occurs, based on actual performance for such fiscal year, and the prior year’s bonus to the extent not then already paid (based on the higher of target or actual performance of the relevant goals); (C) continuation of healthcare benefits until the second anniversary of his termination date; (D) the vesting and, if applicable, exercisability of each equity award granted to Mr. Boyer will be fully accelerated (and, to the extent applicable, each outstanding equity award granted to Mr. Boyer will remain exercisable until the first anniversary of his termination date); and (E) outplacement services by a reputable national outplacement service for up to two years following his termination date. The Boyer Employment Agreement requires Mr. Boyer to maintain the confidentiality of information relating to the Company during and after the term of such agreement and also contains non-competition, non-solicitation and non-disparagement covenants as well as other provisions customary for this type of employment agreement. Anastasios Konidaris Anastasios Konidaris is party to an Employment Agreement, dated March 11, 2020, by and among Amneal, the Company and Mr. Konidaris (the “Konidaris Employment Agreement”). The Konidaris Employment Agreement provides that Mr. Konidaris will be employed as the Company’s Senior Vice President and Chief Financial Officer at an annual base salary of $550,000. Further, Mr. Konidaris is eligible to earn annual incentive compensation under the Company’s annual bonus plan, in an amount ranging from 0% of his base salary to 150% of his base salary, with the target amount of his annual bonus being equal to 55% of his base salary. Pursuant to the Konidaris Employment Agreement, not later than 30 days following the effective date of the agreement, the Company granted to Mr. Konidaris an award of restricted stock units having a value equal to $1,000,000 and an award of PSUs having a value equal to $1,000,000. Subject to Mr. Konidaris’s continuous services to the Company through each vesting date, the restricted stock units will vest in four equal installments beginning on the first anniversary of the effective date of the Konidaris Employment Agreement, and the PSUs will be earned and will vest based on the same vesting and performance conditions as the performance-based restricted stock units awarded to the Company’s other named executive officers in 2020. Severance In the case of termination by the Company without cause or a termination by Mr. Konidaris for good reason (each as defined in the Konidaris Employment Agreement), Mr. Konidaris will be entitled to receive the following severance benefits: (1) an amount equal to 150% of his then-current annual base salary; (2) a pro-rated portion of the annual bonus award for the year during which the termination occurs; (3) benefits continuation for a period of 18 months following the date of termination; and (4) outplacement assistance for a period of 12 months following the date of termination. Severance Upon a Change in Control In the case of a termination by the Company without cause or a termination by Mr. Konidaris for good reason within three months prior to or 12 months following a change in control (as defined in the Konidaris Employment Agreement), Mr. Konidaris will be entitled to receive the severance benefits described above. In addition, the vesting and exercisability of each equity award granted to Mr. Konidaris will accelerate effective as of the date of termination, with any performance conditions determined based on actual achievement as of the date of termination, and, if applicable, will remain exercisable for a period of not less than 12 months following the termination. www.amneal.com AMNEAL PHARMACEUTICALS, INC.  |  2022 Proxy Statement 42     (3) Mr. Reasons stepped down from the Company in February 2019. Back to Contents Nikita Shah Nikita Shah is party to an Employment Agreement, dated July 29, 2020, by and among Amneal, the Company and Ms. Shah (the “Shah Employment Agreement”). The Shah Employment Agreement provides that Ms. Shah will be employed as the Company’s Executive Vice President, Chief Human Resources Officer and Strategic Planning Officer at an annual base salary of (i) $450,000 beginning on August 1, 2020; and (ii) $485,000 beginning on January 1, 2021. Further, Ms. Shah is eligible to earn annual incentive compensation under the Company’s annual bonus plan, in an amount ranging from 0% to 150% of her base salary, with the target amount of her annual bonus being equal to 55% of her base salary. Ms. Shah will be eligible to participate in the Company’s long term incentive plan. Severance In the case of termination by the Company without cause or a termination by Ms. Shah for good reason (each as defined in the Shah Employment Agreement), Ms. Shah will be entitled to receive the following severance benefits: (1) an amount equal to 150% of her then-current annual base salary; (2) a pro-rated portion of the annual bonus award for the year during which the termination occurs; (3) benefits continuation for a period of 18 months following the date of termination; and (4) outplacement assistance for a period of 12 months following the date of termination. Severance Upon a Change in Control In June 2020, the Compensation Committee approved severance benefits for Ms. Shah in the case of a termination by the Company without cause or a termination by Ms. Shah for good reason within three months prior to or 12 months following a change in control (as defined in the Shah Employment Agreement); in such case, Ms. Shah will be entitled to receive the severance benefits described above. In addition, the vesting and exercisability of each outstanding equity award granted to Ms. Shah will accelerate effective as of the date of termination, with any performance conditions determined based on actual achievement as of the date of termination, and, if applicable, will remain exercisable for a period of not less than 12 months following the termination. Joseph Todisco Joseph Todisco is party to an Employment Agreement, dated July 29, 2020, by and among Amneal, the Company and Mr. Todisco (the “Todisco Employment Agreement”). The Todisco Employment Agreement provides that Mr. Todisco will be employed as the Company’s Executive Vice President, Chief Commercial Officer - Specialty at an annual base salary of (i) $485,000 beginning on August 1, 2020; and (ii), $525,000 beginning on January 1, 2021. Further, Mr. Todisco is eligible to earn annual incentive compensation under the Company’s annual bonus plan, in an amount ranging from 0% to 150% of his base salary, with the target amount of his annual bonus being equal to 60% of his base salary. Mr. Todisco will be eligible to participate in the Company’s long term incentive plan. On March 15, 2022, Mr. Todisco informed the Company of his decision to step down from his role to pursue another opportunity outside of the Company. Mr. Todisco will remain with the Company for a transition period expected to last through May 15, 2022. Severance In the case of termination by the Company without cause or a termination by Mr. Todisco for good reason (each as defined in the Todisco Employment Agreement), Mr. Todisco will be entitled to receive the following severance benefits: (1) an amount equal to 150% of his then-current annual base salary; (2) a pro-rated portion of the annual bonus award for the year during which the termination occurs; (3) benefits continuation for a period of 18 months following the date of termination; and (4) outplacement assistance for a period of 12 months following the date of termination. Severance Upon a Change in Control In June 2020, the Compensation Committee approved severance benefits for Mr. Todisco in the case of a termination by the Company without cause or a termination by Mr. Todisco for good reason within three months prior to or 12 months following a change in control (as defined in the Todisco agreement); in such case, Mr. Todisco will be entitled to receive the severance benefits described above. In addition, the vesting and exercisability of each outstanding equity award granted to Mr. Todisco will accelerate effective as of the date of termination, with any performance conditions determined based on actual achievement as of the date of termination, and, if applicable, will remain exercisable for a period of not less than 12 months following the termination. Severance Plan On June 17, 2020, the Compensation Committee adopted the Amneal Pharmaceuticals LLC Severance Plan (the “Severance Plan”). The Severance Plan is intended to constitute an “employee welfare benefit plan” under Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Under the Severance Plan, in the event of (a) a participant’s involuntary termination of employment without Cause (as defined below) due to (i) a reduction-in-force; (ii) a layoff; (iii) the elimination of a participant’s role; (iv) the reorganization of the Company, or a business unit, division, or department of the Company; (v) a change in business plan or structure that results in the participant’s separation from employment; or (vi) any other reason AMNEAL PHARMACEUTICALS, INC.  |  2022 Proxy Statement 43     (4) Mr. Hirt stepped down from the Company in January 2019. Pursuant to a separation agreement between Mr. Hirt and the Company, Mr. Hirt received, among other things, an amount equal to $60,000, which was intended by the parties to compensate Mr. Hirt for the portion of his RSUs that would have vested in May 2019. Back to Contents as determined by the Company in its sole discretion or (b) a mandatory relocation of a participant’s primary workplace to a location that is more than fifty (50) miles from a participant’s prior primary workplace, on an individualized basis the participant will be eligible to receive up to a maximum of (depending on his or her position) (A) a lump sum payment of 52 weeks of his or her base pay, (B) a prorated portion of his or her incentive award, (C) fully subsidized COBRA premiums for 52 weeks, and (D) outplacement services for 52 weeks. Under the Severance Plan, in the event of a participant’s termination in connection with a change of control, the participant will be eligible to receive up to a maximum of (depending on his or her position) (A) a lump sum payment of 64 weeks of his or her base pay, (B) prorated target bonus, (C) fully subsidized COBRA premiums up to a maximum of 64 weeks, and (D) outplacement services up to a maximum for 64 weeks. Executive officers who are subject to an individual employment agreement or contract with the Company or any member of the Company Group are excluded from participation in Severance Plan. As used in the Severance Plan, “Cause” means (i) any failure or neglect by the participant to perform his or her duties or responsibilities to the Company or any of its subsidiaries (the “Company Group”), (ii) any act of fraud, embezzlement, theft, misappropriation, or material dishonesty by the participant relating to the Company Group or its business or assets, (iii) the participant’s commission of a felony or other crime involving moral turpitude, (iv) any gross negligence or intentional misconduct on the part of the participant in the conduct of his or her duties and responsibilities or services, as applicable, with the Company Group or its affiliates or that adversely affects the image, reputation or business of the Company Group or its affiliates, or (v) any material breach by the participant of any written agreement between the Company Group and the participant or any written policy applicable generally to employees of the Company Group. Potential Payments Upon Termination or Change in Control To enable us to offer a competitive executive compensation program, we believe it is important to provide reasonable severance benefits to our executive officers. In addition to the employment agreements between the Company and certain of our named executive officers and the Severance Plan, discussed above, from time to time, we may explore potential transactions that could result in a change in control of our Company. We believe that when a transaction is perceived as imminent, or is taking place, we should be able to receive and rely on the disinterested service of our executive officers, without them being distracted or concerned by the personal uncertainties and risks associated with such a situation. We further believe that our stockholders are best served if their interests are aligned with the interests of our executives, and providing change in control benefits should eliminate, or at least reduce, the reluctance of senior management to pursue potential transactions that may enhance the value of our stockholders’ investments. Consistent with this, we provide change-in-control benefits to our named executive officers only if the officer’s employment terminates in connection with the change in control (often referred to as “double-trigger” change-in-control benefits). The estimated severance and other benefits for each named executive officer, either pursuant to the Severance Plan or an applicable employment agreement, in the event of a termination of employment are set forth below. The amounts assume that the termination was effective as of December 31, 2021 (the last business day of fiscal 2021) and thus are based upon amounts earned through such date and are only estimates of the amounts that would actually be paid to such named executive officers upon their termination. Since many factors (e.g., the time of year when the event occurs, the Company’s stock price) could affect the nature and amount of benefits a named executive officer could potentially receive, any amounts paid or distributed upon a future termination may be different from those shown in the table below. The amounts shown are in addition to benefits generally available to salaried employees. Under our performance-based restricted stock unit agreements, upon an NEO’s termination of employment for any reason (not in connection with a change in control), each NEO would immediately forfeit any and all performance-based restricted stock units which have not vested as of the date of the NEO’s termination of employment. In connection with a Change in Control (as defined in the respective agreements), if a performance-based restricted stock unit continues in effect, is assumed, or an equivalent award is substituted and a NEO is terminated without Cause (as such term is defined in the sole discretion of the Compensation Committee or as set forth in the award agreement) by the Company upon or within 12 months following a Change in Control, then all of the performance-based restricted stock units will fully vest. In the event of a Change in Control prior to the end of the three-year performance period, the number of performance-based restricted stock units earned will be determined as of the date of the Change in Control at a level equal to the sum of (i) the product of (A) the level based on actual performance through the date of the Change in Control (treating such date as the end of the performance period solely for purposes of this clause (A)) and (B) a fraction equal to (x) the number of days elapsed between the beginning of the performance period and the date of the Change in Control, divided by (y) the total number of days in the performance period and (ii) the product of (A) 100% and (B) a fraction equal to (x) the number of days between the date of the Change in Control and the end of the performance period, divided by (y) the total number of days in the performance period. www.amneal.com AMNEAL PHARMACEUTICALS, INC.  |  2022 Proxy Statement 44 Back to Contents         Without Cause or for Good Reason Termination   Name   Benefit   Without Change in Control     With Change in Control   Chirag Patel   Cash                $ —           $ —       Accelerated options(1)   $ —     $ —       Accelerated RSUs(2)   $ —     $ —       PSUs(3)   $ 0     $ 0       Health Care   $ —     $ —       TOTAL   $ —     $ —   Chintu Patel   Cash   $ —     $ —       Accelerated options(1)   $ —     $ —       Accelerated RSUs(2)   $ —     $ —       PSUs(3)   $ 0     $ 0       Health Care   $ —     $ —       TOTAL   $ —     $ —   Anastasios Konidaris   Cash   $ 1,127,500     $ 1,127,500       Accelerated options(1)   $ —     $ —       Accelerated RSUs(2)   $ —     $ 1,954,061       PSUs(3)   $ 0     $ 0       Health Care   $ 42,623     $ 42,623       TOTAL   $ 1,170,123     $ 3,124,185   Andrew Boyer   Cash   $ 1,680,000     $ 2,640,000       Accelerated options(1)   $ 190,247     $ 241,530       Accelerated RSUs(2)   $ 551,471     $ 1,475,354       PSUs(3)   $ 0     $ 0       Health Care   $ 90,011     $ 90,011       TOTAL   $ 2,511,729     $ 4,446,895   Joseph Todisco   Cash   $ 1,102,500     $ 1,102,500       Accelerated options(1)   $ 83,213     $ 129,367       Accelerated RSUs(2)   $ 343,832     $ 1,062,867       PSUs(3)   $ 0     $ 0       Health Care   $ 42,623     $ 42,623       TOTAL   $ 1,572,168     $ 2,337,358   Nikita Shah   Cash   $ 994,250     $ 994,250       Accelerated options(1)   $ 85,777     $ 134,495       Accelerated RSUs(2)   $ 386,783     $ 1,200,321       PSUs(3)   $ 0     $ 0       Health Care   $ 42,623     $ 42,623       TOTAL   $ 1,509,433     $ 2,371,690   (1) Represents unvested options that would accelerate in connection with the applicable termination event valued based on the closing price of our Class A common stock on December 31, 2021, which was $4.79. (2) Represents unvested restricted stock units that would accelerate in connection with the applicable termination event valued based on the closing price of our Class A common stock on December 31, 2021, which was $4.79. (3) Represents unvested performance-based restricted stock units that would be earned in connection with the applicable termination event valued based on the closing price of our Class A common stock on December 31, 2021, which was $4.79. These amounts reflect probable achievement as of December 31, 2021.   Release   The obligation of the Company to provide the salary continuation and other severance benefits described above is contingent upon and subject to the execution and delivery by the executive officer of a general release of claims against the Company.     AMNEAL PHARMACEUTICALS, INC.  |  2019 Proxy Statement PHARMACEUTICALS, INC.  |  2022 Proxy Statement   45 Back to Contents Proposal 2Advisory Vote on Executive Compensation Introduction The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, enables our stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules. As described in detail under the heading “Compensation Discussion and Analysis,” our executive compensation programs, which are guided by the principal of “pay for performance,” are designed to attract, motivate, and retain our named executive officers, reinforce the execution of our business strategy and the achievement of our business objectives; and align the interests of our executive officers with the interests of our stockholders, with the ultimate objective of improving stockholder value. Under these programs, our named executive officers are rewarded for the achievement of annual and long-term goals and the realization of increased stockholder value. Please read the “Compensation Discussion and Analysis” beginning on page 27 for additional details about our executive compensation programs, including information about the fiscal 2018 compensation of our named executive officers. We believe that our compensation program has been instrumental in helping the Company achieve strong financial performance. Therefore, we are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a “say on pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. The say on pay vote is advisory, and therefore not binding on our Company, the Compensation Committee or our Board of Directors. However, our Board of Directors and our Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote and the concerns of our stockholders when making future decisions on the compensation of our named executive officers and our Company’s compensation principles, policies and procedures. In accordance with Proposal No. 3 below, we expect that the next advisory vote to approve executive compensation will occur at our 2020 Annual Meeting. ContentsRequired Vote Approval of this proposal requires the affirmative vote of a majority of the shares of voting common stock present in person or by proxy at the annual meeting and entitled to vote. Recommendation of the Board of Directors

Pay Ratio Disclosure

 

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE PROPOSAL TO APPROVE, IN AN ADVISORY MANNER, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC.

The 2021 annual total compensation of the median compensated of all our employees who were employed as of December 1, 2021, other than our Co-CEOs, Mr. Chintu Patel and Mr. Chirag Patel, was $12,169. The median employee is located in India. Since the Company operated with Co-CEOs for 2021, the annual total compensation of $4,798,825 for Mr. Chintu Patel, which was moderately higher that Mr. Chirag Patel, was used. Had we used Mr. Chirag Patel, our pay ratio would not have significantly changed. The ratio of Mr. Chintu Patel’s compensation to the median was 1 to 394.

 

www.amneal.com		AMNEALPHARMACEUTICALS, INC.  |  2019Proxy Statement		46

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Proposal 3Advisory Vote on the Frequency of Future “Say on Pay” Votes

The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below.

As of December 1, 2021, we employed approximately 2,340 U.S.-based employees and 4,700 non-U.S. employees. In addition to our Co-Chief Executive Officers, we excluded all 56 employees from Ireland using the de minimus exception, which accounted for less than 1% of our total employee population. For these purposes, we identified the median compensated employee among an employee population of approximately 2,340 U.S. employees and 4,151 Indian employees. The number of employees based in India excludes approximately 500 employees who became employees of Amneal through our November 2021 acquisition of Puniska Healthcare. We identified the median compensated employee using target total cash compensation (comprised of base salary equivalent and target bonus), which we annualized for any employee, other than temporary or seasonal employees, who did not work for the entire year. The average annual exchange rate as of December 1, 2021 was used to convert amounts paid in foreign currencies to U.S. Dollars in order to identify the median employee, while the average annual exchange rate as of December 31, 2021 was used to calculate the 2021 annual total compensation of the median employee.

 

www.amneal.com		AMNEAL PHARMACEUTICALS, INC.  |  2022 Proxy Statement		46

Back to ContentsIntroduction

Proposal 2 Advisory Vote on Executive Compensation

Introduction

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 enables our stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules.

As described in detail under the heading “Compensation Discussion and Analysis,” our executive compensation programs, which are guided by the principle of “pay for performance,” are designed to attract, motivate, and retain our named executive  officers, reinforce the execution of our business strategy and the achievement of our business objectives, and align the interests of our executive officers with the interests of our stockholders, with the ultimate objective of improving stockholder value. Under these programs, our named executive officers are rewarded for the achievement of annual and long-term goals and the realization of increased stockholder value. Please read the “Compensation Discussion and Analysis” beginning on page 30 for additional details about our executive compensation programs, including information about the fiscal 2021 compensation of our named executive officers.

We believe that our compensation program has been instrumental in helping the Company achieve strong financial performance. Therefore, we are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a “say on pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.

The say on pay vote is advisory, and therefore not binding on our Company, the Compensation Committee or our Board of Directors. However, our Board of Directors and our Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote and the concerns of our stockholders when making future decisions on the compensation of our named executive officers and our Company’s compensation principles, policies and procedures.

In accordance with the Board’s policy of holding annual say on pay votes, we expect that the next advisory vote to approve executive compensation will occur at our 2023 Annual Meeting.

Required Vote

Approval of this proposal requires the affirmative vote of a majority of the shares of voting common stock present by remote communication or by proxy at the annual meeting and entitled to vote on the proposal.

Recommendation of the Board of Directors

 

The Dodd-Frank Act also enables our stockholders to indicate how frequently we should seek an advisory vote on the compensation of our named executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules (such as Proposal No. 2 included on page 46 of this proxy statement). By voting on this Proposal No. 3, stockholders may indicate whether they prefer an advisory vote on named executive officer compensation to be held every one year, every two years or every three years.

After careful consideration of this proposal, our Board of Directors has determined that an advisory vote on executive compensation that occurs every year is the most appropriate alternative for the Company, and therefore our Board of Directors recommends that you vote in favor of holding the advisory vote on executive compensation on an annual basis.

You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years or abstain from voting.

Required Vote

The frequency option that receives the most votes cast will be considered to be the frequency that has been selected by our stockholders. However, because this vote is advisory and not binding on the Board of Directors or the Company in any way, our Board may decide that it is in the best interests of our stockholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option approved by our stockholders.

Recommendation of the Board of Directors

		THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE, IN AN ADVISORY MANNER, FOR THE OPTION OF EVERY “ONE YEAR   THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE PROPOSAL TO APPROVE, IN AN ADVISORY MANNER, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC.” FOR THE FREQUENCY WITH WHICH STOCKHOLDERS ARE PROVIDED AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.     AMNEAL PHARMACEUTICALS, INC.  |  2019 Proxy Statement  47 Back to Contents SecurityAMNEAL Ownership of Certain Beneficial Owners and Management and Section 16 CompliancePHARMACEUTICALS, INC.  |  2022 Proxy Statement		47

Back to ContentsBeneficial Ownership The following table sets forth information as of March 15, 2019,

Security Ownership of Certain Beneficial Owners and Management

Beneficial Ownership

The following table sets forth information as of March 11, 2022, with respect to the beneficial ownership of our Class A common stock and Class B common stock, and shows the number of and percentage owned by:

•	each person or entity our Company believes to be the beneficial owner of more than five percent of any class of our common stock based solely on management’s review of SEC filings;
•	each named executive officer listed in the summary compensation table;
•	each director; and
•	all of our current directors and executive officers as a group.

Beneficial ownership of shares is determined under the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Except as indicated by footnote, and subject to applicable community property laws, each person identified in the table possesses sole voting and investment power with respect to all shares of stock held by such person. As of March 11, 2022, 150,639,171 shares of Class A common stock and 152,116,890 shares of Class B common stock were outstanding.

		Class A																				Class B								All Common
Name(1)		Shares				Options(2)				RSUs(2)				Total				% of  Class				Shares				% of  Class				% of All  Classes
Emily Peterson Alva			58,784				53,021				35,406				147,211				*				—				—				*
Andrew Boyer			188,281				347,895				16,656				552,832				*				—				—				*
J. Kevin Buchi			70,085				81,397				35,406				186,888				*				—				—				*
Jeff George			77,550				28,506				35,406				141,462				*				—				—				*
John Kiely			63,740				28,506				35,406				127,652				*				—				—				*
Anastasios Konidaris			123,916				—				87,719				211,635				*				—				—				*
Paul Meister			455,802				115,156				52,677				623,635				*				—				—				*
Ted Nark			108,784				53,021				35,406				197,211				*				—				—				*
Chintu Patel			512,566				53,021				—				565,587				*				24,753,252				16.27				8.36
Chirag Patel			512,566				53,021				—				565,587				*				21,269,420				13.98				7.21
Gautam Patel			13,146,217				53,021				35,406				13,234,644				8.79				17,497,336				11.50				10.15
Nikita Shah			265,094				144,304				4,442				413,840				*				—				—
Joseph Todisco			324,314				140,536				4,442				469,292				*				—				—
Shlomo Yanai			53,740				28,506				35,406				117,652				*				—				—
Total Current Directors and Executive Officers as a Group (15 Persons)			15,961,439				1,179,911				413,778				17,555,128				11.65				63,520,008				41.76				26.78

www.amneal.com		AMNEAL PHARMACEUTICALS, INC.  |  2022 Proxy Statement		48

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		Amneal Group(8)
		Class A								Class B													All Common
Name(1)			Shares(2)				% of Class				Shares				% of Class									% of Class
Tushar Patel(3)			—				—				53,578,209				35.22	%								17.70	%
Gautam Patel(4)			13,234,644				8.79%				17,497,336				11.50	%								10.15	%
Dipan Patel(5)			—				—				26,905,073				17.69	%								8.89	%
Chintu Patel(6)			565,587				*				24,753,252				16.27	%								8.36	%
Chirag Patel(7)			565,587				*				21,269,420				13.98	%								7.21	%
Other Members of the Amneal Group			N/A	(8)			N/A	(8)			8,113,600				5.33	%								2.69	%
TOTAL AMNEAL GROUP			14,356,818				9.53%				152,116,890				100.00	%								54.99	%

		Certain Other Beneficial Owners
		Class A								Class B													All Common
Name		Shares				% of Class				Shares				% of Class									% of Class
Funds affiliated with Fosun International Limited(9)			16,438,356				10.91	%			—				—									5.43	%
Funds affiliated with TPG Inc.(10)			16,213,367				10.66	%			—				—									5.36	%
The Vanguard Group, Inc. and affiliated or advised entities(11)			11,574,895				7.68	%			—				—									3.82	%

*	Less than 1%
(1)	Unless otherwise noted, the address for each beneficial owner listed on the table is Amneal Pharmaceuticals, Inc., 400 Crossing Boulevard, Bridgewater, NJ 08807.
(2)	Column includes shares underlying exercisable stock options and stock options and restricted stock unit awards that will vest within 60 days of March 11, 2022.
(3)	c/o Tarsadia Investments, LLC, 520 Newport Center Drive, Twenty-First Floor, Newport Beach, CA 92660. Tushar Patel may be deemed to beneficially own 53,578,209 shares of Class B common stock and Class B-1 common stock, and shows the numberheld of and percentage owned by: • each person or entity our Company believes to be the beneficial owner of more than five percent of any class of our common stock based solely on management’s review of SEC filings; • each executive officer named in the summary compensation table; • each director; and • all of our current directors and executive officers as a group.record by Tushar Patel Family Trust. Beneficial ownership of shares is determined under the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Except as indicated by footnote, and subject
(4)	Gautam Patel may be deemed to applicable community property laws, each person identified in the table possesses sole voting and investment power with respect to all shares of stock held by such person. As of March 15, 2019, 115,527,835beneficially own 12,887,433 shares of Class A common stock 170,940,707held of record by T-Twelve Legacy Trust and 17,497,336 shares of Class B common stock held of record by Falcon Trust, Puja Patel Trust, Ishani Patel Trust, Niam Patel Trust and 12,328,767Mayur Patel Legacy Trust. Mr. Patel does not have a pecuniary interest in these shares of Class B-1A Common Stock, Common Units or Class B common stock were outstanding.   Officers and Directors   Class A   Class B   Class B-1   All Common Name(1) Shares   Options(2) RSUs(2) Total % of Class   Shares % of Class   Shares % of Class   % of All Classes Emily Peterson Alva —   24,977 6,107 31,084 *   — —   — —   * Paul Bisaro 17,000   952,180 24,983 994,163 *   — —   — —   * Andrew Boyer 2,000   68,120 16,656 86,776 *   — —   — —   * J. Kevin Buchi 11,301   53,353 6,107 70,761 *   — —   — —   * Robert L. Burr 96,532 (3)  106,927 6,107 209,566 *   — —   — —   * Jean Selden Greene —   24,977 6,107 31,084 *   — —   — —   * Sheldon V. Hirt 34,993   — — 34,993 *   — —   — —   * Ted Nark —   24,977 6,107 31,084 *   — —   — —   * Chintu Patel —   24,977 6,107 31,084 *   24,753,252 14.48%   — —   8.29% Chirag Patel —   24,977 6,107 31,084 *   21,269,420 12.44%   — —   7.13% Gautam Patel —   24,977 6,107 31,084 *   30,384,769 17.78%   — —   10.18% Dharmendra Rama —   24,977 6,107 31,084 *   — —   — —   * Bryan M. Reasons 82,986   273,827 — 356,813 *   — —   — —   * Nikita Shah 166,036   18,165 4,442 188,643 *   — —   — —   * Robert A. Stewart 17,000   170,300 83,278 270,578 *   — —   — —   * Peter R. Terreri 70,192   106,927 6,107 183,226 *   — —   — —   * Janet S. Vergis 12,150   54,227 6,107 72,484 *   — —   — —   * All Current Directors and Executive Officers as a Group (17 Persons)         2,294,785 1.99%   76,407,441 44.70%         26.34% www.amneal.com  AMNEALPHARMACEUTICALS, INC.  |  2019Proxy Statement  48 Back to Contents   Amneal Group(9)   Class A   Class B   Class B-1   All Common Name(1) Shares(2) % of Class   Shares % of Class   Shares % of Class   % of Class Tushar Patel(4) — —   53,578,209 31.34%   — —   17.93% Gautam Patel(5) 31,084 *   30,384,769 17.78%   — —   10.18% Dipan Patel(6) — —   26,905,073 15.74%   — —   9.00% Chintu Patel(7) 31,084 *   24,753,252 14.48%   — —   8.29% Chirag Patel(8) 31,084 *   21,269,420 12.44%   — —   7.13% Other Members of the Amneal Group n/a(9) n/a(9)   14,049,984 8.22%   — —   4.70% TOTAL AMNEAL GROUP 93,252 *   170,940,707 100%   — —   57.24%   Certain Other Beneficial Owners   Class A   Class B   Class B-1   All Common Name Shares % of Class   Shares % of Class   Shares % of Class   % of Class Funds affiliated with Fosun International Limited(10) 20,293,351 17.57%   — —   — —   6.79% T. Rowe Price Associates, Inc.(11) 19,621,696 16.98%   — —   — —   6.57% Funds affiliated with TPG Global, LLC(12) 3,884,600 3.36%   — —   12,328,767 100%   5.43% Wellington Management Company LLP and affiliated or advised entities(13) 16,022,533 13.87%   — —   — —   5.36% The Vanguard Group, Inc. and affiliated or advised entities(14) 9,105,062 7.88%   — —   — —   3.05% FMR LLC and affiliated or advised entities(15) 7,310,823 6.33%   — —   — —   2.45% T. Rowe Price Mid-cap Growth Fund, Inc.(11) 7,250,000 6.28%   — —   — —   2.43% Vanguard Specialized Funds–Vanguard Health Care Fund(16) 7,242,047 6.27%   — —   — —   2.42% BlackRock, Inc. and affiliated or advised entities(17) 6,053,727 5.24%   — —   — —   2.03% * Less than 1% (1) Unless otherwise noted,stock. The Falcon Trust pledged to Credit Suisse AG 14,821,537 common units (including the address for each beneficial owner listed on the table is Amneal Pharmaceuticals, Inc., 400 Crossing Boulevard, Bridgewater, NJ 08807. (2) Column includes shares underlying exercisable stock options and stock options and restricted stock unit awards that will vest within 60 days of March 15, 2019. (3) Represents 90,475 shares of common stock held by Mr. Burr directly and 6,057 shares of common stock held by Robert L. Burr’s IRA account, as to which Mr. Burr has sole voting and investment power. (4) c/o Tarsadia Investments, LLC 520 Newport Center Drive, Twenty-First Floor Newport Beach, CA 92660. Tushar Patel may be deemed to beneficially own 53,578,209 shares of Class B common stock held of record by Tushar Patel Family Trust. (5) Gautam Patel may be deemed to beneficially own 30,384,769 shares of Class B common stock held of record by Falcon Trust, T-Twelve Legacy Trust, Puja Patel Trust, Ishani Patel Trust, Niam Patel Trust and Mayur Patel Legacy Trust. Mr. Patel disclaims beneficial ownership of these shares of Class B common stock. The Company has been asked to enter into agreements by which the Company would agree to certain undertakings and make certain representations to facilitate proposed pledges by two of these trusts covering a portion of the shares of Class B Common Stock and Amneal Common Units Mr. Patel may be deemed to beneficially own as collateral for loans made by third party lenders to the trusts. The Company believes each loan would be full recourse. As of the date of this proxy statement, these proposed pledging transactions have not been completed. (6) c/o Buckhead America Hospitality 2855 Springhill Parkway Smyrna, GA 30080. Dipan Patel may be deemed to beneficially own 26,905,073 shares of Class B common stock held of record by Dipan Patel Living Trust, AP-1 Trust, AP-2 Trust, AP-3 Trust, AP-5 Trust, AP-7 Trust, and AP-9 Trust. (7) Chintu Patel may be deemed to beneficially own 24,753,252 shares of Class B common stock held of record by The Chintu Patel Revocable Trust and The Falguni Patel Revocable Trust. (8) Chirag Patel may be deemed to beneficially own 21,269,420 shares of Class B common stock held of record by The Chirag Patel Revocable Trust and The Priti Patel Revocable Trust. AMNEAL PHARMACEUTICALS, INC.  |  2019 Proxy Statement  49 Back to Contents (9) See “Corporate Governance – Business Combination and Corporate Structure” above for a discussion of the relationship between the Amneal Group and the Company. The Amneal Group holds 100% of our outstanding Class B shares. Certain members of the Amneal Group may also hold Class A shares. Messrs. Chintu Patel, Chirag Patel and Gautam Patel are members of the Amneal Group and also members of our Board, and their shares are reported in the “Officers and Directors” table above. Shares of Class A common stock held by members of the Amneal Group other than Messrs. Chintu Patel, Chirag Patel, Gautam Patel, Dipan Patel and Tushar Patel are not reported in this table. (10) Room 808, ICBC Tower 3 Garden Road, Central, Hong Kong. Shares reported includes 16,438,356 shares acquired by the beneficial owner in connection with its PIPE investment and 3,854,995 shares the beneficial owners received upon the conversion of Impax common stock in connection with the Combination. (11) c/o T. Rowe Price Associates, Inc. 100 East Pratt Street, Baltimore, MD 21202. As reported in the Schedule 13G/A filed by T. Rowe Price Associates, Inc. on February 14, 2019. T. Rowe Price Associates, Inc. has the sole power to vote or direct the vote of 6,076,397 shares and the sole power to dispose or direct the disposition of 19,621,696 shares. T. Rowe Price Mid-cap Growth Fund, Inc. has the sole power to vote or direct the vote of 7,250,000 shares. (12) c/o TPG Global, LLC 301 Commerce Street Suite 3300 Fort Worth, Texas 76102. (13) c/o Wellington Management Company LLP 280 Congress Street, Boston, MA 02210. Wellington Management Company LLP is an investment adviser registered under the Investment Advisers Act of 1940, as amended, and is an indirect subsidiary of Wellington Management Group LLP. Wellington Management Company LLP and Wellington Management Group LLP may each be deemed to share beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of the shares indicated in the table. As reported in the Schedule 13G/A filed by Wellington Management Group LLP on February 14, 2019. Wellington Management Group LLP, Wellington Group Holdings LLP, and Wellington Investment Advisors Holdings LLP have the shared power to vote or direct the vote of 6,316,095 shares and the shared power to dispose or direct the disposition of 16,022,533 shares. Wellington Management Company LLP has the shared power to vote or direct the vote of 5,583,535 shares and the shared power to dispose or direct the disposition of 14,216,984 shares. (14) c/o Vanguard Specialized Funds – Vanguard Health Care Fund 100 Vanguard Boulevard, Malvern, PA 19355. As reported in the Schedule 13G filed by The Vanguard Group on February 11, 2019. The Vanguard Group has the sole power to vote or direct the vote of 174,182 shares, the shared power to vote or direct the vote of 10,300 shares, the sole power to dispose or direct the disposition of 8,924,466 shares and the shared power to dispose or direct the disposition of 180,596 shares. (15) c/o FMR LLC 245 Summer Street, Boston, Massachusetts 02210. As reported in the Schedule 13G filed by FMR LLC on February 13, 2019. FMR LLC has the sole power to vote or direct the vote of 446,389 shares and the sole power to dispose or direct the disposition of 7,310,823 shares. (16) c/o Vanguard Specialized Funds – Vanguard Health Care Fund 100 Vanguard Boulevard, Malvern, PA 19355. As reported in the Schedule 13G filed by Vanguard Specialized Funds on January 31, 2019. Vanguard Specialized Funds has the sole power to vote or direct the vote of 7,242,047 shares. (17) c/o BlackRock, Inc., 55 East 52nd Street, New York, NY 10055. As reported in the Schedule 13G filed by BlackRock, Inc. on February 7, 2019. BlackRock, Inc. has the sole power to vote or direct the vote of 5,883,029 shares and the sole power to dispose or direct the disposition of 6,053,727 shares. To our knowledge, except as noted above, no person or entity is the beneficial owner of more than 5% of the voting power of the Company’s stock. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), requires our directors and executive officers and any persons who own more than ten percent of our common stock to file with the SEC various reports as to ownership of and changes of ownership in any class of equity securities of our Company. Such persons are required by SEC regulation to furnish us with copies of all Section 16 reports they file. As a practical matter, the Company assists its directors and officers by monitoring transactions and completing and filing Section 16 reports on their behalf. Based solely on a review of the reports filed for fiscal 2018 and related written representations, we believe that all of our directors and executive officers and any persons who own more than ten percent of our common stock filed the required reports on a timely basis during fiscal 2018. www.amneal.com  AMNEALPHARMACEUTICALS, INC.  |  2019Proxy Statement  50 Back to Contents CertainRelated Parties and Related Party Transactions Review and Approval of Related Party Transactions Our Board of Directors recognizes that transactions involving our Company and related parties present heightened risk of potential or actual conflicts of interest which may interfere—or even appear to interfere—with the interests of our Company. Therefore, it is the policy of our Company (as set forth in our written Related Person Transaction Policy and Procedures, Audit Committee Charter and Conflicts Committee Charter) that the Audit Committee or Conflicts Committee of the Board of Directors shall review, approve or ratify any transaction with related parties required to be reported by our Company under the applicable rules and regulations governing related party transactions promulgated by the SEC. Copies of our Related Person Transaction Policy and Procedures, Audit Committee Charter and Conflicts Committee Charter are available on our website. The Audit Committee is responsible for reviewing and approving related party transactions except to the extent that authority and responsibility has been delegated to the Conflicts Committee or the transaction has been pre-approved. The Conflicts Committee is responsible for reviewing all transactions between the Company, its subsidiaries, or any person controlled by the Company on the one hand and any Amneal Group Member (as defined in the Stockholders Agreement), or its directors, officers, employees, or “associates” (as defined in Rule 12b-2 promulgated under the Exchange Act) on the other hand to determine whether such persons have a direct or indirect material interest in such transaction. Pursuant to delegation of authority from the Board of Directors and the charter of the Conflicts Committee, the Conflicts Committee is also responsible for the review and approval of any transaction between (i) any Amneal Group Member, or any director, officer, employee or associate of any Amneal Group Member, on the one hand, and (ii) the Company, or any of its subsidiaries, or any person controlled by the Company (collectively, the “Company Group”), on the other hand, which involves aggregate amounts in excess of $2,500,000 or is otherwise material to the Company Group. Based on all the relevant facts and circumstances, the Conflicts Committee will decide whether the above referenced related-party transactions with respect to the Company are appropriate and will approve only those transactions that are in the best interests of the Company. Fiscal 2018 Related Party Transactions Except as described below, each of the following transactions was entered into prior to the closing of the Combination and therefore prior to the establishment of the Conflicts Committee and Audit Committee. See footnote 5 to the tables in the section entitled “Security Ownership of Certain Beneficial Owners and Management and Section 16 Compliance” for a discussion of a proposed related party transaction between the Company and trusts controlled by Gautam Patel relating to a proposed pledging arrangement. LAX Hotel, LLC LAX Hotel, LLC is an independent real estate management entity and is the landlord of Amneal’s leased manufacturing and office facility located at 50 Horseblock, Yaphank, New York, pursuant to a sublease agreement entered into by LAX Hotel, LLC and Amneal Pharmaceuticals of New York LLC, a subsidiary of Amneal (the “LAX Sublease Agreements”). Amneal was responsible for a portion of the renovation and construction costs, and is deemed, for accounting purposes, to be the owner of the building. As a result, the Company has recorded the property, plant and equipment and a corresponding financing obligation. The financing obligation is reduced by rental payments through June 30, 2043. As of December 31, 2018, the remaining financing obligation was $39 million, the current portion of which was $0.3 million. LAX Hotel, LLC is controlled by Tushar Patel, who is a member of the Amneal Group and an observer on our Board of Directors. Related Party Transactions Involving Mr. Chirag Patel and Mr. Chintu Patel Prior to the Combination, Chirag Patel and Chintu Patel were the Co-Chief Executive Officers of Amneal and each a member of Amneal’s board. Upon the completion of the Combination, each of Chirag Patel and Chintu Patel joined the Company’s Board as Co-Chairmen. AMNEAL PHARMACEUTICALS, INC.  |  2019 Proxy Statement  51 Back to Contents Adello Biologics, LLC Adello is an independent clinical stage company engaged in the development of biosimilar pharmaceutical products. Amneal and Adello are party to a license and commercialization agreement (the “Adello License Agreement”) pursuant to which Adello and Amneal have agreed to cooperate with respect to certain development activities in connection with two biologic pharmaceutical products (the “Adello Products”). In addition, under the Adello License Agreement, Adello has appointed Amneal as its exclusive marketing partner for the Adello products in the United States. In connection with the Adello License Agreement, Adello received an upfront payment of $1.5 million from Amneal in October 2017 and is entitled to share in Amneal’s net profits on the products if and when commercialized. In addition, Adello is eligible to receive from Amneal payments of (i) up to $21 million in milestones relating to obtaining regulatory approval for the Adello products, (ii) up to $43 million in milestones for the successful manufacture and delivery of the Adello products, (iii) between $20  million and $50 million in milestones depending on the number of competitors for one of the Adello products at launch and (iv) between $15 million and $67.5 million for the achievement of cumulative combined net sales levels for the Adello products, subject to certain conditions and the achievement of specific development and commercial objectives. In October 2017, Adello also sold its interest in the real property associated with Amneal’s Cashel, Ireland manufacturing facility to Amneal for a purchase price of 12.5 million Euro. Amneal financed the purchase price pursuant to the issuance of an interest-bearing, unsecured promissory note in favor of Adello payable on or before July 1, 2019. The promissory note was paid in full in the second quarter of 2018. Amneal and Adello are also party to a master services agreement (the “Adello Services Agreement”) pursuant to which Amneal from time to time provides human resources, product quality assurance and other services to Adello. Pursuant to the Adello Services Agreement, the total amount of net expense Adello paid to Amneal from these agreements for the year ended December 31, 2018 was $0.2 million. Amneal and Adello are also party to an arrangement whereby Amneal leases parkings spaces from Adello, pursuant to which Amneal pays to Adello approximately $99,000 per year. From time to time, Adello may enter into services and other arrangements or agreements with Amneal or certain of its subsidiaries in the ordinary course, none of which is material to the business of either party. Chirag Patel and Chintu Patel beneficially own, directly and through certain revocable or irrevocable trusts for the benefit of their immediate families, 45.5% in the aggregate of the outstanding equity securities of Adello. In addition, each of Chintu Patel and Chirag Patel is a manager of Adello. AmDerma Pharmaceuticals, LLC and Asana Biosciences, LLC AmDerma is an independent company engaged in the research and development of dermatological products with one product in development for the treatment of psoriasis. Asana is an independent early stage drug discovery and R&D company focusing on several therapeutic areas, including oncology, pain and inflammation. Pursuant to a development and manufacturing agreement (the “Asana Agreement”) between Amneal and Asana, Amneal provides development and manufacturing services to Asana with respect to certain products owned by Asana and also provides development and manufacturing services to Asana with respect to products owned by AmDerma, which is managed by Asana. Amneal received $0.2 million from AmDerma during fiscal year ended December 31, 2018 for services provided pursuant to the Asana Agreement, a portion of which related to Amneal’s work in connection with AmDerma’s product. Chirag Patel and Chintu Patel beneficially own, directly and through certain revocable or irrevocable trusts for the benefit of their immediate families, 37% in the aggregate of the outstanding equity securities of AmDerma. Chirag Patel and Chintu Patel beneficially own, directly and through certain revocable or irrevocable trusts for the benefit of their immediate families, 47% in the aggregate of the outstanding equity securities of Asana. In addition, each of Chintu Patel and Chirag Patel is a manager of AmDerma and Asana. Industrial Real Estate Holdings NY, LLC Industrial Real Estate Holdings NY, LLC (“Industrial Real Estate”) is an independent real estate management entity and is the landlord of Amneal’s leased manufacturing facility located at 75 Adams Street, Hauppauge, New York, pursuant to certain sublease agreements entered into by Industrial Real Estate and Amneal Pharmaceuticals of New York LLC, a subsidiary of Amneal (collectively, the “New York Sublease Agreements”). Pursuant to the New York Sublease Agreements, rent expense paid to Industrial Real Estate for the year ended December 31, 2018 was $1 million. Chirag Patel and Chintu Patel beneficially own, directly and through certain revocable trusts for the benefit of their immediate families,  23.5% in the aggregate of the outstanding equity securities of Industrial Real Estate Holdings. In addition, each of Chintu Patel and Chirag Patel is a manager of Industrial Real Estate. Kanan, LLC Kanan, LLC (“Kanan”) is an independent real estate company and is the landlord (pursuant to lease agreements entered into with Amneal Pharmaceuticals LLC) of Amneal’s leased manufacturing facilities located at 65 Readington Road, Branchburg, New Jersey, 131 Chambers Brook Road, Branchburg, New  Jersey and 1 New England Avenue, Piscataway, New Jersey, pursuant to www.amneal.com  AMNEALPHARMACEUTICALS, INC.  |  2019Proxy Statement  52 Back to Contents certain lease agreements entered into by Amneal and Kanan (the “New Jersey Lease Agreements”). Pursuant to the New Jersey Lease Agreements, rent expense paid to Kanan for the year ended December 31, 2018 was $2 million. Chirag Patel and Chintu Patel beneficially own, through certain revocable trusts, 28% in the aggregate of the equity securities of Kanan. In addition, each of Chintu Patel and Chirag Patel is a manager of Kanan. Kashiv Pharmaceuticals LLC Kashiv is an independent contract development organization focused primarily on the development of 505(b)(2) NDA products utilizing its own proprietary technology platforms, particularly in the areas of abuse deterrence and bioavailability enhancement. Amneal and Kashiv are party to a multi-product development agreement, dated as of August 1, 2011 (the “Kashiv Multi-Product Agreement”), pursuant to which Amneal and Kashiv have agreed to collaborate on the development and commercialization of a number of generic pharmaceutical products. Pursuant to the Kashiv Multi-Product Agreement, Kashiv provides services (at Amneal’s direction) for the development of a given product, including analytical and formulation development. In exchange for the services it provides, Kashiv is entitled to receive 20% of the net profits realized with respect to Amneal’s sales of such product. Amneal and Kashiv are in the process of negotiating an amendment to the Kashiv Multi-Product Agreement relating to the Company’s Levothyroxine product. As of the date of this proxy statement, the proposed amendment has not been executed. Amneal and Kashiv were party to a product development agreement, dated as of January 1, 2012 (the “Estradiol Kashiv Agreement”), pursuant to which Amneal and Kashiv have agreed to collaborate on the development and commercialization of Estradiol Vaginal Tablets (the “Estradiol Product”). Pursuant to the Estradiol Kashiv Agreement, the Estradiol Product was originally owned by Kashiv, with Amneal acting as the exclusive marketing partner under the Estradiol Kashiv Agreement. In June, 2017, Amneal acquired from Kashiv all rights to the Estradiol Product and bought out its royalty obligation to Kashiv with respect to a second product, aspirin dipyridamole extended release capsules, in exchange for payment by Amneal to Kashiv of $25 million and pursuant to a Product Acquisition and Royalty Stream Purchase Agreement dated as of June 29, 2017 (the “Product and Royalty Purchase Agreement”). The contingent earn outs will be recorded in the period in which they are earned. The first and second $5 million earn outs were recognized in March 2018 and June 2018, respectively, as an increase to the cost of the Estradiol product intangible asset and will be amortized on a straight-line basis over the remaining life of the Estradiol intangible asset. The first earn out was paid in July 2018, and the second earn out was paid in September 2018. Amneal and Kashiv are party to a product development agreement, dated as of August 9, 2013 (the “Oxycodone Kashiv Agreement”), pursuant to which Amneal and Kashiv have agreed to collaborate on the development and commercialization of Oxycodone HCI ER Oral Tablets (the “Oxycodone Product”). Pursuant to the Oxycodone Kashiv Agreement, the Oxycodone Product is owned by Kashiv, with Amneal acting as the exclusive marketing partner and as Kashiv’s agent for filing an Abbreviated New Drug Application (“ANDA”) related to the Oxycodone Product. In December 2017, Amneal and Kashiv terminated the product development agreement and pursuant to the termination of the agreement, Kashiv agreed to pay Amneal $8 million, an amount equal to the legal costs incurred by Amneal related to the defense of the ANDA. The $8 million settlement was recorded within legal settlement gains for the year ended December 31, 2017 and related party receivables as of December 31, 2017. The cash payment was received in February 2018. Pursuant to the three agreements described above, the total profit share paid to Kashiv for the year ended December 31, 2018, was $4 million. Amneal and Kashiv are party to a sublease agreement, dated as of May 1, 2013 (the “Kashiv Sublease”), pursuant to which Amneal, as sublandlord, leases to Kashiv a building comprising approximately 143,000 square feet of multipurpose space in Bridgewater, New Jersey to Kashiv, as subtenant, for the purposes of pharmaceutical R&D, manufacturing, office space, warehousing and ancillary uses. The original term of the sublease expired on April 30, 2016 but is subject to renewal for successive one year terms unless either party gives the other 12 months prior notice of its election to terminate the sublease. Pursuant to the Kashiv Sublease, rental income from the related-party sublease for the year ended December 31, 2018 was $0.4 million. From time to time, Kashiv may enter into services and other arrangements or agreements with Amneal or certain of its subsidiaries in the ordinary course, none of which is material to the business of either party. Chirag Patel and Chintu Patel beneficially own, directly and through certain revocable or irrevocable trusts for the benefit of their immediate families, 43.875% in the aggregate of the outstanding equity securities of Kashiv. In addition, Chintu Patel is the Chief Executive Officer of Kashiv and Chirag Patel is a manager of Kashiv. Nava Pharma, LLC and PharmaSophia, LLC PharmaSophia, LLC (“PharmaSophia”) is a joint venture formed by Nava Pharma, LLC (“Nava”) and Oakwood Laboratories, LLC for the purpose of developing certain products. PharmaSophia and Nava are parties to a research and development agreement (the “Nava PharmaSophia Agreement”) pursuant to which Nava provides R&D services to PharmaSophia. Nava and Amneal are party to a subcontract agreement (the “Nava Amneal Subcontract Agreement”) pursuant to which Nava has subcontracted certain of its obligations under the Nava PharmaSophia Agreement to Amneal and Amneal performs such services. Pursuant to the Nava Amneal Subcontract Agreement, the total amount of income earned from these agreements for the year ended December 31, 2018 was $0.7 million. AMNEAL PHARMACEUTICALS, INC.  |  2019 Proxy Statement  53 Back to Contents Chirag Patel and Chintu Patel beneficially own, directly and through certain revocable or irrevocable trusts for the benefit of their immediate families, 37.5% in the aggregate of the outstanding equity securities of Nava. Nava beneficially owns 50% of the outstanding equity securities of PharmaSophia. In addition, each of Chintu Patel and Chirag Patel is a manager of Nava. Gemini Laboratories, LLC; Gemini Acquisition Gemini Laboratories, LLC (“Gemini”) is a specialty pharmaceuticals company focused on promoting niche branded products to endocrinologists, pediatricians, OB/GYNs and other specialist physicians. Gemini also engages in the wholesale distribution of generic pharmaceuticals to compounding pharmacies and to directly dispensing physicians, and promotes and distributes certain branded or quasi-branded products. Gemini predominantly sells products through branded wholesalers and certain compounding pharmacies and partners that service directly dispensing physicians. On May 7, 2018, we entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Gemini Laboratories, LLC and its members (the “Gemini Sellers”), pursuant to which, among other matters and on the terms and subject to the conditions of the Purchase Agreement, we purchased from the Gemini Sellers 98% of the outstanding membership interests of Gemini in exchange for aggregate consideration consisting of: (i) $40,000,000 in cash, (ii) $77,200,000 in the form of a promissory note with a six month maturity date (issued by Amneal to the Gemini Sellers) and (iii) certain assumed liabilities (the “Gemini Acquisition”). The Purchase Agreement contains customary representations, warranties and covenants. As the Purchase Agreement was entered into after the Closing, the Conflicts Committee of the Company’s Board of Directors approved the terms of the Gemini Purchase prior to our entry into the Purchase Agreement. Prior to the Gemini Acquisition, Amneal and Gemini were engaged in the following transactions. Amneal and Gemini are party to a license, supply and distribution agreement dated as of January 1, 2014 related to certain unapproved drug products no longer marketed by Amneal. Under this agreement Amneal licensed to Gemini the rights to market, sell and distribute Phenazopyridine and Salsalate products, and to utilize the tradename Pyridium®. Amneal earns profits on both the supply of product and royalty income received from Gemini. Amneal and Gemini are also party to a license, supply and distribution agreement dated as of September 28, 2015 for the non-exclusive supply of certain generic drug products and the license of the trademark Activella®. Under this agreement, Amneal non-exclusively supplies Gemini with certain generic pharmaceutical products on an arms-length basis and earns profits on both the supply of product and royalty income received from Gemini. In addition, Amneal and Gemini are party to a license, supply and distribution agreement, dated as of April 13, 2016, pursuant to which Amneal licensed to Gemini the rights to Nizatidine oral solution and granted Gemini the right to promote, market and sell the product in the United States. Gemini is the registered owner of the trademark Axid, which it may use in conjunction with the promotion of the product. Pursuant to the three agreements described above, total gross profit earned from the sale of inventory to Gemini for the year ended December 31, 2018 (through the date of acquisition) was $0.1 million. The total profit share paid by Gemini for the year ended December 31, 2018 was $5 million. Amneal and Gemini are also party to a contract development, manufacturing and supply agreement, dated as of March 1, 2017 (the “Gemini CDMO Agreement”), pursuant to which Gemini has engaged Amneal to perform certain contract development and manufacturing services for a Gemini 505(b)(2) NDA product in development. Gemini is responsible to reimburse all of Amneal’s out-of-pocket development costs and Amneal is entitled to a royalty on the net sales of the product once it is commercialized. At the time of the Gemini Acquisition, certain members of Chirag Patel’s and Chintu Patel’s immediate families beneficially owned, indirectly through limited liability companies, 46% in the aggregate of the outstanding equity securities of Gemini. Employment and Shareholder Arrangements with Immediate Family Members Vikrant Patel, a brother-in-law of Chirag and Chintu Patel, who are Co-Chairmen of our Board of Directors, was for a portion of 2018 employed by us as Senior Director, Information Technology. During the fiscal year ended December 31, 2018, Mr. Vikrant Patel had total compensation of approximately $234,021, a portion of which was severance pay. Kanubhai Patel, Chirag and Chintu Patel’s father, is employed by us as the Chairman of Amneal Pharmaceuticals India Private Limited (“Amneal India”). During the fiscal year ended December 31, 2018, Mr. Kanubhai Patel had total compensation of approximately $400,812. Bindu Patel, a sister of Chirag and Chintu Patel, is employed by us as a manager in the information technology department. During the fiscal year ended December 31, 2018, Ms. Bindu Patel had total compensation of approximately $121,646. In exchange for certain ownership rights in and services provided to Amneal’s Indian business, Kanubhai Patel, Sureshbhai Patel and Nikunj Patel (Chirag and Chintu Patel’s father, uncle and cousin, respectively) received approximately $6.6 million, $825,000, and $4.1 million respectively in cash during the fiscal year ended December 31, 2018. Kanubhai Patel, Bindu Patel and Vikrant Patel (Chirag and Chintu Patel’s father, sister and brother-in-law, respectively) were holders of profit participation units in Amneal. In connection with the Combination, they received approximately $3.8 million, $0.3 million, and $0.3 million respectively in cash and shares of the Company during the fiscal year ended December 31, 2018. www.amneal.com  AMNEALPHARMACEUTICALS, INC.  |  2019Proxy Statement  54 Back to Contents Agreements Entered into in Connection with the Combination and the PIPE Investment Stockholders Agreement See the “Corporate Governance” section of this proxy statement for a summary of the material terms of the Stockholders Agreement. PIPE Investment In connection with the Combination and the PIPE Investment, members of the Amneal Group entered into the PIPE Purchase Agreement with select institutional investors, including the PIPE Investors. Pursuant to the PIPE Purchase Agreement, upon the closing of the Combination (the “Closing”), members of the Amneal Group exercised their right to cause Amneal to redeem units held by such members pursuant to the LLC Agreement. In connection with such redemption, such members of the Amneal Group received shares of Class A common stock orissued upon any redemption thereof) and the 14,821,537 shares of Class B-1B common stock in exchange for such redeemed units, in each case pursuantassociated therewith to secure the LLCFalcon Trust’s obligations under that certain Promissory Note and Collateral Agreement (such redemption and issuancedated September 15, 2021.
(5)	c/o Buckhead America Hospitality, 2855 Springhill Parkway, Smyrna, GA 30080. Dipan Patel may be deemed to beneficially own 26,905,073 shares of Class AB common stock held of record by Dipan Patel Living Trust, AP-1 Trust, AP-2 Trust, AP-3 Trust, AP-5 Trust, AP-7 Trust, and AP-9 Trust.
(6)	Chintu Patel may be deemed to beneficially own 24,753,252 shares of Class B-1B common stock held of record by The Chintu Patel Revocable Trust and The Falguni Patel Revocable Trust.
(7)	Chirag Patel may be deemed to the membersbeneficially own 21,269,420 shares of the Amneal Group, the “Redemption”). Following the Redemption, the membersClass B common stock held of record by The Chirag Patel Revocable Trust and The Priti Patel Revocable Trust. Mr. Patel has pledged to Credit Suisse AG 15,024,197 common units (including the Amneal Group sold such shares of Class A common stock issued upon any redemption thereof) and Class B-1 common stock to the PIPE Investors at a per share purchase price of $18.25 for gross proceeds of approximately $855,000,000. Following the PIPE Investment, the PIPE Investors owned collectively approximately 15% of the Company’s shares on a fully diluted and as converted basis, with TPG owning all outstanding15,024,197 shares of Class B-1B common stock associated therewith to secure the obligations of those certain borrowers to the Promissory Note and Collateral Agreement dated December 10, 2021.
(8)	See “Corporate Governance – Corporate Structure” above for a discussion of the relationship between the Amneal Group and the Company. The Amneal Group holds 100% of our outstanding Class B shares. Certain members of the Amneal Group may also hold Class A shares. Messrs. Chintu Patel, Chirag Patel and Gautam Patel are members of the Amneal Group and also members of our Board, and their shares are reported in the “Executive Officers and Directors” table above. Shares of Class A common stock held by members of the Amneal Group other than Messrs. Chintu Patel, Chirag Patel, Gautam Patel, Dipan Patel and Tushar Patel are not reported in this table.
(9)	Fosun International Limited, Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong. As reported in the Form 13G/A filed on February 14, 2020 with respect to its holdings as of December 31, 2019, Fosun has the shared power to vote or direct the vote and the shared power to dispose or direct the disposition of 16,438,356 shares.
(10)	TPG Inc., 301 Commerce Street, Suite 3300, Fort Worth, TX 76102. As reported in the Form 13D/A filed by TPG GP A, LLC on January 19, 2022 with respect to its holdings as of December 31, 2021, the reporting persons have the shared power to vote or direct the vote and the shared power to dispose or direct the disposition of 16,213,367 shares.
(11)	The Vanguard Group, 100 Vanguard Boulevard, Malvern, PA 19355. As reported in the Schedule 13G/A filed by The Vanguard Group on February 9, 2022, The Vanguard Group has the sole power to vote or direct the vote of 0 shares, the shared power to vote or direct the vote of 206,683 shares, the sole power to dispose or direct the disposition of 11,291,322 shares and the shared power to dispose or direct the disposition of 283,573 shares.

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To our knowledge, except as noted above, no person or entity is the beneficial owner of more than five percent of the voting power of the Company’s stock.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our directors and executive officers and any persons who own more than ten percent of our common stock to file with the SEC various reports as to ownership of and changes of ownership in any class of equity securities of our Company. As a practical matter, the Company assists its directors and officers by monitoring transactions and completing and filing Section 16 reports on their behalf. Based solely on a review of the reports filed for fiscal 2021 and related written representations, we believe that all of our directors and executive officers and any persons who own more than ten percent of our common stock filed the required reports on a timely basis during fiscal 2021.

 

In connection with the Combination and in furtherance of the PIPE  Investment, TPG, Amneal Holdings, LLC (“Amneal Holdings”

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Certain Related Parties and Related Party Transactions

Review and Approval of Related Party Transactions

Our Board of Directors recognizes that transactions involving our Company and related parties present heightened risk of potential or actual conflicts of interest that may interfere—or even appear to interfere—with the interests of our Company. Therefore, it is the policy of our Company (as set forth in our written Related Person Transaction Policy and Procedures and Conflicts Committee Charter) that the Conflicts Committee of the Board of Directors shall review, approve or ratify any transaction with related parties required to be reported by our Company under the applicable rules and regulations governing related party transactions promulgated by the SEC. As discussed more fully in our Related Person Transaction Policy, in determining whether to approve a transaction, the Conflicts Committee considers all relevant facts and circumstances, including, among other factors, the material terms of the transaction, the approximate dollar value of the amount involved in the transaction, the nature of the related person’s interest in the transaction, the approximate dollar value of the amount of the related person’s direct or indirect interest in the transaction, whether the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party, the importance of the transaction both to the Company and to the Related Person and whether the transaction would likely impair the judgment of a director or executive officer to act in the best interest of the Company. Copies of our Related Person Transaction Policy and Procedures and Conflicts Committee Charter are available on our website.

Related Party Transactions

See the footnotes to the tables in the section entitled “Security Ownership of Certain Beneficial Owners and Management” for a discussion of related party transactions between the Company and trusts controlled by Gautam Patel and Chirag Patel relating to pledging arrangements.

Fosun International Limited

Fosun is a Chinese international conglomerate and investment company that is a stockholder of the Company. On June 6, 2019, the Company entered into a license and supply agreement with a subsidiary of Fosun, which is a Chinese pharmaceutical company. Under the terms of the agreement, the Company will hold the import drug license required for pharmaceutical products manufactured outside of China and will supply Fosun with finished, packaged products for Fosun to then sell in the China market. Fosun will be responsible for obtaining regulatory approval in China and for shipping the product from Amneal’s facility to Fosun’s customers in China. In consideration for access to the Company’s U.S. regulatory filings to support its China regulatory filings and for the supply of product, Fosun paid the Company a $1 million non-refundable fee, net of tax, in July 2019 and will be required to pay the Company $0.3 million for each of eight products upon the first commercial sale of each in China in addition to a supply price and a profit share. For the year ended December 31, 2021, the Company did not earn any revenue from this agreement.

On August 12, 2021, the Company entered into a license and development agreement with a subsidiary of Fosun, pursuant to which the Company granted Fosun an exclusive license to two active pharmaceutical ingredients (“APIs”) for manufacture and commercialization outside of the U.S. Fosun will be responsible for obtaining regulatory approvals outside of the U.S. Fosun paid the Company a $0.2 million non-refundable fee, which was recognized in 2021 as revenue and will be required to pay the Company $0.1 million for each of the two products upon the first commercial sale of each in China in addition to a profit share.

TPG Operations LLC

TPG Operations LLC (“TPG”) is a private investment firm that provides financial services and is a significant stockholder of the Company. Jeff Schilling, an observer of our Board, is a managing director of TPG. TPG offers capital and strategic support for companies with substantial growth potential primarily in the healthcare, financial services, real estate, and clean technology sectors.  In March 2020, the Company entered into an agreement in which TPG provided financial consulting services for a period of 7 months. The agreement was subsequently extended until March 2022. Services provided totaled $0.25 million for the year ended December 31, 2021. The services are not expected to have a material impact to the Company’s financial statements.

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Transactions Involving Our Co-CEOs (Mr. Chirag Patel and Mr. Chintu Patel)

Kanan, LLC

Kanan, LLC (“Kanan”) is an independent real estate company and the landlord of Amneal’s leased manufacturing facilities located at 65 Readington Road, Branchburg, New Jersey, 131 Chambers Brook Road, Branchburg, New Jersey and 1 New England Avenue, Piscataway, New Jersey, pursuant to certain lease agreements entered into by Amneal and Kanan (the “New Jersey Lease Agreements”). Pursuant to the New Jersey Lease Agreements, rent expense paid to Kanan for the year ended December 31, 2021 was approximately $2 million.

Chirag Patel and Chintu Patel beneficially own, through certain revocable trusts, 28.0% in the aggregate of the equity securities of Kanan. In addition, each of Chintu Patel and Chirag Patel serves on the Board of Managers of Kanan.

Kashiv Biosciences, LLC

Kashiv Biosciences, LLC (“Kashiv”) is an independent contract development organization that has historically been focused primarily on the development of 505(b)(2) NDA products utilizing its own proprietary technology platforms, particularly in the areas of abuse deterrence and bioavailability enhancement. Kashiv possesses deep knowledge and patented novel technologies for developing complex generic and specialty products, and Amneal has collaborated with Kashiv to develop a number of those products.

On January 11, 2021, Amneal entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Kashiv, pursuant to which, among other matters and on the terms and subject to the conditions of the Purchase Agreement, Amneal purchased from Kashiv 98% of the outstanding membership interests of Kashiv Specialty, a direct subsidiary of Kashiv (the “Acquisition”). Pursuant to the Purchase Agreement, Amneal is required to pay Kashiv an upfront purchase price comprised of (i) a cash payment of $70 million at the closing of the Acquisition, which is subject to certain customary purchase price adjustments, and (ii) a cash payment of $30 million at the one-year anniversary of the execution of the purchase agreement. Kashiv is also eligible to receive up to an additional $8 million in contingent payments upon the achievement of certain regulatory milestones. In addition to the foregoing contingent payments, the Company has agreed to pay Kashiv certain royalty payments equal to an escalating percentage (from high single-digits to mid double-digits, depending on the net sales amount) of aggregate annual net sales for certain pharmaceutical products. The Purchase Agreement contains customary representations, warranties and covenants. The Acquisition closed on April 2, 2021, and the initial upfront payment was financed with cash on hand. The second cash payment of $30 million was paid to Kashiv on January 11, 2022 as per the terms of the Purchase Agreement.

In connection with the Acquisition, the Company and Kashiv entered into a Transition Services Agreement, pursuant to which Kashiv agreed to provide certain transition services to the Company in the areas of information technology, financial and operational accounting and R&D services for a period of up to six months post-Acquisition unless otherwise agreed. Total payments to Kashiv for the year ended December 31, 2021 was $0.2 million.

In connection with the Acquisition, the Company and Kashiv entered into a Storage Agreement pursuant to which the Company agreed to provide storage and inventory transfer services at the KSP-acquired facility for a period of one year post-Acquisition, which has been extended for an additional one year period.

Amneal and Kashiv were party to a multi-product development agreement, dated as of August 1, 2011, that was amended and restated in February 2020, pursuant to which Amneal and Kashiv have agreed to collaborate on the development and commercialization of a number of generic pharmaceutical products. This agreement was terminated in connection with the Acquisition as these products comprised part of the assets purchased by the Company.

The Company and Kashiv were party to a binding term sheet, dated November 5, 2019, for the development and commercialization of Kashiv’s orphan drug K127 (pyridostigmine) for the treatment of Myasthenia Gravis. This agreement was terminated in connection with the Acquisition as K127 comprised one of the assets purchased by the Company.

In May 2020, Amneal and Kashiv entered into a product development agreement for the development and commercialization of Posaconazole. This agreement was terminated in connection with the Acquisition as these assets comprised part of the assets purchased by the Company.

The Company and Kashiv are party to a master services agreement, dated February 20, 2020, covering certain services that Kashiv provides the Company for commercial product support, with such services charged at an hourly rate of $100 per hour for actual time spent plus third party costs. Total payments to Kashiv for the year ended December 31, 2021 was $1.02 million.

The Company and Kashiv are also negotiating a consulting arrangement whereby Kashiv will provide advice relating to its Specialty programs, with such services to be charged at an hourly rate of $200 per hour for clinical consulting and $240 per hour for non-clinical consulting.

In late 2018, Adello Biologics, LLC (“Adello”) contributed substantially all of its assets to Kashiv as of January 1, 2019, and transferred all agreements to Kashiv, including agreements between Amneal and Adello. The following agreements are now between Kashiv and Amneal.

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Amneal and Kashiv are party to a license and commercialization agreement (the “Kashiv License Agreement”) pursuant to which Kashiv and Amneal have agreed to cooperate with respect to certain development activities in connection with two biologic pharmaceutical products (the “Kashiv Products”). In addition, under the Kashiv License Agreement, Kashiv has appointed Amneal as its exclusive marketing partner for the Kashiv Products in the United States. In connection with the Kashiv License Agreement, Kashiv received an upfront payment of $1.5 million from Amneal in October 2017 and is entitled to share in Amneal’s net profits on the products if and when commercialized. In addition, Kashiv is eligible to receive from Amneal payments of (i) up to $21 million in milestones relating to obtaining regulatory approval for the Kashiv Products, (ii) up to $43 million in milestones for the successful manufacture and delivery of the Kashiv Products, (iii) between $20  million and $50  million in milestones depending on the number of competitors for one of the Kashiv Products at launch and (iv) between $15 million and $67.5 million for the achievement of cumulative combined net sales levels for the Kashiv Products, subject to certain conditions and the achievement of specific development and commercial objectives.

In August 2020, Amneal and Kashiv entered into a product development agreement for the development and commercialization of two generic peptide products, Ganirelix Acetate and Cetrorelix Acetate. Under the agreement, the intellectual property and ANDA for these products are owned by Amneal, and Kashiv is to receive a profit share for all sales of the products made by Amneal.

Pursuant to the agreements described above, the total profit share paid to Kashiv for the year ended December 31, 2021 was $2.7 million, and total payments for milestones, services and reimbursement of expenses paid to Kashiv for the year ended December 31, 2021 was $6.6 million.

The Company and Kashiv are also party to an arrangement whereby the Company leases parking spaces from Kashiv, pursuant to which the Company pays to Kashiv approximately $99,000 per year.

Chirag Patel and Chintu Patel beneficially own, directly and through certain revocable or irrevocable trusts for the benefit of their immediate families, 50% in the aggregate of the outstanding equity securities of Kashiv. In addition, each of Chintu Patel and Chirag Patel serve on the Board of Managers of Kashiv.

Nava Pharma, LLC and PharmaSophia, LLC

PharmaSophia, LLC (“PharmaSophia”) is a joint venture formed by Nava Pharma, LLC (“Nava”) and Oakwood Laboratories, LLC for the purpose of developing certain products. PharmaSophia is currently actively developing one injectable product. PharmaSophia and Nava are parties to a research and development agreement pursuant to which Nava provides research and development services to PharmaSophia. Nava subcontracted this obligation to Amneal. Amneal, PharmaSophia and Oakwood also entered into a manufacturing agreement whereby Amneal agreed to manufacture exhibit and commercial batches of products under development. The total amount of income earned from these agreements by Amneal for the year ended December 31, 2021 was $0.3 million. As of December 31, 2021, a receivable of $1.1 million was due to Amneal from PharmaSophia.

PharmaSophia and Amneal are currently negotiating an agreement for Amneal to obtain worldwide commercial rights to the injectable product under development. Amneal would incur development costs up to an agreed cap and PharmaSophia would receive a 50% net profit share upon commercial sale of the product.

Chirag Patel and Chintu Patel beneficially own, directly and through certain revocable trusts, equity securities in Nava. Nava beneficially owns 50% of the outstanding equity securities of PharmaSophia. In addition, each of Chintu Patel and Chirag Patel serve on Nava and PharmaSophia’s Board of Managers.

Avtar Investments, LLC and Avtar Enterprise, LLC

Avtar Investments, LLC is a private investment firm and Avtar Enterprise, LLC is a private portfolio company (collectively, “Avtar”). Chirag Patel and Chintu Patel beneficially own, directly and through certain revocable trusts, outstanding equity securities of Avtar. In April 2020, the Company entered into an agreement with Avtar Investments under which Avtar provided certain financial consulting services. The agreement expired in April 2021 and was not renewed. In July 2020, the Company entered into an agreement with Avtar Enterprise under which Avtar agreed to provide consulting services relating to certain clinical studies and regulatory advice for generic pharmaceutical products in development by the Company. The agreement was expanded in February 2022 to include several inhalation products and other programs. Avtar and Amneal are currently in negotiations to expand this consulting arrangement to include clinical consulting advice for certain of Amneal’s specialty programs. As of December 31, 2021, less than $0.1 million was due to Avtar.

Employment and Stockholder Arrangements with Immediate Family Members

Kanubhai Patel, the father of Chirag and Chintu Patel, is employed by us as the Chairman of Amneal Pharmaceuticals India Private Limited. During the fiscal year ended December 31, 2021, Mr. Kanubhai Patel had total compensation of approximately $454,642. In addition, he received an equity grant in 2021 with a grant date fair value of $150,000.

Bindu Patel, a sister of Chirag and Chintu Patel, is employed by us as a manager in the information technology department. During the fiscal year ended December 31, 2021, Ms. Bindu Patel had total compensation of approximately $125,143.

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Agreements Entered into in Connection with the Combination and the PIPE Investment

In 2018, Amneal entered into an important strategic transaction that we refer to as the Combination. The Combination was a transformative event that established Amneal as an industry leader with high-value generic product pipelines and a growing specialty business. The following summarizes the agreements we entered in connection with the Combination.

Stockholders Agreement

See the “Corporate Governance” section of this proxy statement for a summary of the material terms of the Stockholders Agreement.

PIPE Investment

In connection with the Combination, on May 4, 2018, members of the Amneal Group entered into definitive purchase agreements (the “PIPE Purchase Agreement”) that provided for a private placement of certain shares of Class A common stock and Class B-1 common stock (the “PIPE Investment”) with select institutional investors (the “PIPE Investors”). Pursuant to the PIPE Purchase Agreement, upon the closing of the Combination (the “Closing”), members of the Amneal Group exercised their right to cause Amneal LLC to redeem units held by such members pursuant to the LLC Agreement (defined herein). In connection with such redemption, such members of the Amneal Group received shares of Class A common stock or shares of Class B-1 common stock in exchange for such redeemed units, in each case pursuant to the LLC Agreement (such redemption and issuance of Class A common stock and Class B-1 common stock to the members of the Amneal Group, the “Redemption”). Following the Redemption, the members of the Amneal Group sold such shares of Class A common stock and Class B-1 common stock to the PIPE Investors at a per share purchase price of $18.25 for gross proceeds of approximately $855,000,000. Following the PIPE Investment, the PIPE Investors owned collectively approximately 15% of the Company’s shares on a fully diluted and as converted basis, with TPG owning all outstanding shares of Class B-1 common stock. As a result of the Conversion in 2019, there are no longer any shares of Class B-1 common stock outstanding.

In connection with the Combination and in furtherance of the PIPE Investment, TPG, the Amneal Group and the Company entered into the PIPE Side Letter providing for certain rights and obligations of each in connection with the PIPE Investment. Pursuant to the PIPE Side Letter, TPG has customary registration rights with respect to the Company’s shares owned by TPG. The PIPE Side Letter also provides TPG the right to designate a Board observer with respect to the Company’s Board of Directors, as well as the right, subject to certain ownership thresholds discussed herein, to designate a director for appointment to the Company’s Board of Directors.

 

Registration Rights Agreement

 

We entered into a Registration Rights Agreement with the PIPE Investors in connection with the Closing. The Registration Rights Agreement provides the PIPE Investors certain registration rights whereby the Company and Impax were required to jointly prepare and file with the SEC a shelf registration statement on Form S-1 with respect to resales of all shares of Class A common stock beneficially owned by the Amneal Holdings.Group. We agreed to use our reasonable best efforts to become eligible to use Form S-3 and, upon becoming eligible, we agreed to promptly file a shelf registration statement on Form S-3.

 

Tax Receivable Agreement

 

Pursuant to the LLC Agreement, the Amneal HoldingsGroup and its permitted transferees have the right to redeem all or a portion of itstheir Amneal Common Units (defined herein) for Class A common stock or Class B-1 common stock. In connection with such redemption, the Company will receive a “step-up” in its share of the tax basis in the Amneal LLC assets and possibly certain other tax benefits, and the Company will pay the Members (as defined below) for the value of such benefits.

 

The following summary of the terms of the Tax Receivable Agreement is not a complete description thereof and is qualified in its entirety by the full text thereof.

 

At the Closing, the Company, Amneal LLC and the Amneal HoldingsGroup entered into the Tax Receivable Agreement. The Tax Receivable Agreement governs the administration and allocation between the parties of tax liabilities and benefits arising prior to, as a result of, and subsequent to the Combination, and the respective rights, responsibilities and obligations of the Members and the Company with respect to various other tax matters. The term “Members” includes the then existing members of Amneal LLC at Closing (other than the Company) and any persons who have executed and delivered a joinder in accordance with the Tax Receivable Agreement. Chirag Patel, Chintu Patel and Gautam Patel are Members.

 

Determination of Realized Tax Benefit

 

Under the Tax Receivable Agreement, the Company will ensure that Amneal LLC and its subsidiaries that are treated as a partnership for U.S. federal income tax purposes will have in effect an election under Section 754 of the Code.

 

Basis Schedules

 

Within 90 days after the filing of the U.S. federal income tax return of the Company for each relevant taxable year, the Company will at its own expense deliver to the Members a schedule that shows (a) the basis adjustments with respect to the reference assets as a result of the relevant exchanges effected in such taxable year, calculated (i) in the aggregate and (ii) solely with respect to exchanges by the applicable Member; (b) the period (or periods) over which the reference assets are amortizable and/ or depreciable; and (c) the period (or periods) over which each basis adjustment is amortizable and/or depreciable.

 

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Tax Benefit Schedules

 

Within 90 days after the filing of the U.S. federal income tax return of the Company for any taxable year in which there is a realized tax benefit or realized tax detriment, the Company shall, at its own expense, deliver to the Members a schedule showing the calculation of the realized tax benefit or realized tax detriment for such taxable year.

 

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Tax Benefit Payments

 

Each Member is entitled to receive an amount equal to the sum of (1) 85% of the cumulative net realized tax benefit attributable to such Member as of the end of such taxable year over the aggregate amount of all tax benefit payments previously made to such Member, and (2) the interest calculated at the agreed rate from the due date for filing the U.S. federal income tax return of the Company for such taxable year until the date on which the Company makes a timely tax benefit payment to the Member.

 

Approvals by the Amneal Group

 

The Company and its subsidiaries must obtain prior written consent from the Amneal Group before (i) making a disposition of any assets held by Amneal LLC or its subsidiaries prior to the Closing if the cumulative “amount realized” (as such term is defined for U.S. federal income tax purposes) for all such dispositions in any 12-month period would be in excess of $40,000,000 unless the Company agrees to use its best efforts to ensure that each Member receives tax distributions equal to its assumed tax liability, (ii) making certain acquisitions that would reasonably be expected to materially adversely affect any member’s rights or obligations under the Tax Receivable Agreement, or (iii) entering into certain additional agreements with other persons that are similar to the Tax Receivable Agreement.

 

Termination

 

The Company may terminate the Tax Receivable Agreement with the written approval of a majority of the independent directors of the Company’s Board of Directors by making a payment to the Members, equal to the present value of the tax benefit payments to be paid to each such Member, discounted at the lesser of ICE LIBOR plus 100 basis points or 6.50% per annum, compounded annually (an “Early Termination Payment”). The Tax Receivable Agreement will also be deemed to be terminated by the Company and an Early Termination Payment by the Company will be required in the event of either (a) a Change of Control (as defined below) or (b) a material breach by the Company of any of its material obligations under the Tax Receivable Agreement.

 

A “Change of Control” includes (a) any person other than the Amneal HoldingsGroup and itstheir permitted transferees beneficially owning more than 50% of the combined voting power of the Company; (b) the liquidation or dissolution of the Company, or the sale of all or substantially all of the assets of the Company, unless the sale is to an entity of which at least 50% of the combined voting power is owned by the Company’s Stockholders who owned the Company immediately prior to such sale in substantially the same proportions; (c) a business combination of the Company or any of its subsidiaries with any other entity, after which the Company’s Board of Directors immediately prior to such combination does not constitute at least a majority of the Board of Directors of the surviving company or its parent, or all of the beneficial owners of the voting securities of the Company prior to such combination do not beneficially own more than 50% of the combined voting power of the surviving entity; and (d) the following individuals ceasing to constitute a majority of the Company’s Board of Directors: (i) the directors of the Company as of the Closing (“Initial Directors”) and (ii) any new director whose appointment or nomination was approved by at least two-thirds of the directors who were (x) Initial Directors or (y) whose appointment or nomination was approved by at least two-thirds of the Initial Directors.

 

LLC Agreement

 

In connection with the Combination, Amneal LLC, the Company and the Existing Amneal Members (and the Amneal Holdings,Group following the assignment and transfer by the Existing Amneal Members (as defined in the LLC Agreement) of Amneal Common Units to the Amneal Holdings)Group) entered into and are governed by the LLC Agreement, which sets forth, among other things, certain transfer restrictions on Amneal Common Units, and rights to redeem Amneal Common Units in certain circumstances. The following summary of the terms of the LLC Agreement is not a complete description thereof and is qualified in its entirety by the full text thereof. Undefined capitalized terms in this section have the meaning ascribed to them in the LLC Agreement.

 

Appointment of the Company as Manager

 

Under the LLC Agreement, the Company is admitted as the sole managing member of Amneal.Amneal LLC. As the managing member, the Company will conduct, direct and exercise full control over all activities of Amneal LLC, including day-to-day business affairs and decision-making of Amneal LLC, without the approval of any other member. As such, the Company, through Amneal’s LLC officers, will be responsible for all operational and administrative decisions of Amneal LLC and the day-to-day management of Amneal’s LLC business.

 

Pursuant to the terms of the LLC Agreement, the Company will not be permitted, under any circumstances, to be removed as managing member by the members of Amneal.Amneal LLC. The Company will not resign or cease to be the managing member unless proper provision is made for the obligations of the Company to remain in full force and effect.

 

The managing member may cause Amneal LLC to contract with the managing member or any affiliate of the managing member as long as the contracts are on terms comparable to those available to others dealing at arm’s length or are approved by the members (other than the managing member and its controlled affiliates) holding a majority of the Amneal Common Units.

 

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Officers

 

The managing member will appoint the officers of Amneal LLC to implement the day-to-day business and operations of Amneal.Amneal LLC. In the event of a vacancy, the managing member has the right to appoint a new officer to fill the vacancy.

 

Compensation

 

The Company will not be entitled to compensation for its services as managing member. It will be entitled to reimbursement by Amneal LLC for reasonable fees and expenses incurred on behalf of Amneal LLC, except for payment obligations of the Company under the Tax Receivable Agreement.

 

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Units

 

The LLC Agreement provides that at the Closing there will be one class of Amneal Common Units. In accordance with the Business Combination Agreement, all Amneal Common Units held by the Existing Amneal Members prior to the execution of the LLC Agreement arewere converted into Amneal Common Units. The managing member may establish additional securities of Amneal in its discretion in accordance with the terms, and subject to the restrictions of, the LLC Agreement. The managing member may create one or more classes or series of Amneal Common Units or preferred units solely to the extent they are in the aggregate substantially equivalent to a class of common stock of Amneal LLC or class or series of preferred stock of Amneal.Amneal LLC.

 

Allocations and Distributions

 

Allocations

 

Pursuant to the LLC Agreement, items of income, gain, loss or deduction of Amneal LLC generally will be allocated among the members for capital accounts on a pro rata basis in accordance with each member’s percentage interest, except that partner nonrecourse deductions attributable to partner nonrecourse debt will be allocated in the manner required by the Treasury Regulations Section 1.704-2(i). Nonrecourse deductions for any taxable year will be allocated pro rata among the members in accordance with their percentage interests.

 

Distributions

 

Amneal LLC may make distributions out of distributable cash and other funds or property to its members from time to time at the discretion of the managing member of Amneal.Company. Such distributions generally will be made to the members on a pro rata basis in proportion to the number of Amneal Common Units held by each member on the record date for the distribution. Amneal LLC will not be required to make distributions to the extent that such distributions would render Amneal LLC insolvent or if such distribution would violate any applicable law or the terms of the any credit agreement in existence at Closing.

 

Tax Distributions

 

In connection with any tax period, Amneal LLC is required to make distributions to its members, on a pro rata basis in proportion to the number of Amneal Common Units held by each member, of cash until each member (other than the Company) has received an amount at least equal to its assumed tax liability and the Company has received an amount sufficient to enable it to timely satisfy all of its U.S. federal, state and local and non-U.S. tax liabilities, and meet its obligations pursuant to the Tax Receivable Agreement. To the extent that any member does not receive its percent interest of the aggregate tax distribution, the tax distribution for such member will be increased to ensure that all distributions are made pro rata in accordance with such member’s percentage interest.

 

Repurchase or Redemption of Amneal Common Units

 

Upon written notice to Amneal LLC and the Company, each member of Amneal LLC is entitled to cause Amneal to effecteffectuate a redemption (a “Redemption”) of all or any portion of its Amneal Common Units in exchange for the number of shares of Class A common stock or Class B-1 common stock equal to the number of redeemed Amneal Common Units (the “Share Settlement”) or, at Amneal’sthe Company’s sole election, in cash, in an amountwhich shall be equal to the product ofper share purchase price received by the Share Settlement and the average of the volume-weighted closing price forCompany pursuant to a sharesale of Class A common stock onstock. If the NYSE forAmneal Group, at the five consecutive full trading days ending on and including the last full trading day immediately prior to the redemption notice date, subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends or similar events affecting the Class A common stock (the “Cash Settlement”). The Company may, in its sole and absolute discretion, elect to effect the exchangetime of such cash election, owns greater than 50% of the redeemed Amnealvoting power of the Common Units forStock, then the Share Settlementper share purchase price shall be net of any underwriter discounts or Cash Settlement, at the Company’s option, through a direct exchange of such redeemed Amneal Common Unitscommissions and such consideration between the redeemed member and the Company.brokers fees or commissions.

 

Transfer Restrictions

 

No interest in Amneal LLC may be transferred except as permitted under the LLC Agreement. The LLC Agreement permits transfers:

 

by a member to an affiliate of such member;

•	by a member to an affiliate of such member;
•	by the Existing Amneal Members or any direct or indirect transferee of such members (including the Amneal Holdings)Group):
	•	with the prior written consent of the Conflicts Committee,
	•	in response to a tender or exchange offer that has been approved or recommended by the Company Board;
	•	in connection with any Company Sale;
	•	that is an individual, (1) to such Existing Amneal Member’s (or such transferee’s) spouse, (2) to such Existing Amneal Member’s (or such transferee’s) lineal ancestors, lineal descendants, siblings, cousins or the spouses thereof, (3) to trusts for the benefit of such Existing Amneal Member (or such transferee) or such persons, (4) to foundations established by such Existing Amneal Member (or such transferee) or such persons or affiliates thereof or (5) by way of bequest or inheritance upon death;
	•	that is an entity, to such Existing Amneal Member’s (or such transferee’s) members, partners or other equity holders; or
	•	of up to a total of 60,000,000 Amneal Common Units; or

pursuant to a Redemption or direct exchange as described above.

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pursuant to a Redemption or direct exchange as described above.

Dissolution

 

The LLC Agreement provides that the unanimous consent of at least 75% of all members holding Amneal Common Units will be required to voluntarily dissolve Amneal.Amneal LLC. In addition to a voluntary dissolution, Amneal LLC may be dissolved upon the entry of a decree of judicial dissolution or upon other circumstances in accordance with Delaware law. Upon a dissolution event, the proceeds of liquidation will be distributed in the following order: (i) to pay the expenses of winding up Amneal;Amneal LLC; (ii) to pay debts and liabilities owed to creditors of Amneal;Amneal LLC; and (iii) to the members pro rata in accordance with their respective percentage ownership interests in Amneal.

 

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Corporate Opportunities and Waiver of Fiduciary Duty

 

The LLC Agreement provides that, notwithstanding any duty, including fiduciary duty, otherwise applicable at law or in equity, the doctrine of corporate opportunity, or any analogous doctrine, will not apply to any member or related person of such member, and no member or related person of such member thatwho acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for Amneal LLC or the members will have any duty to communicate or offer such opportunity to Amneal LLC or the members, or to develop any particular investment, and such person will not be liable to Amneal LLC or the members for breach of any fiduciary or other duty (other than fiduciary duties owed to the Company) by reason of the fact that such person pursues or acquires for, or directs such opportunity to, another person or does not communicate such investment opportunity to the members.

 

Indemnification and D&O Insurance

 

Amneal LLC will indemnify any member or affiliate, the managing member or any of its affiliates, any officer, or individual serving at the request of Amneal LLC as an officer, director, principal, member, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise. Such persons will be entitled to payment in advance of expenses, including attorneys’ fees, that they incur in defending a proceeding, but they will be required to repay any such advance if it is ultimately determined that they were not entitled to indemnification by Amneal.Amneal LLC. Indemnification will not be available for any expenses, liabilities, damages and losses suffered that are attributable to any such person’s or its affiliates’ gross negligence, willful misconduct or knowing violation of the law or for any present or future breaches of any representations, warranties or covenants contained in the LLC Agreement or in other agreements with Amneal.Amneal LLC.

 

Tax Classification

 

The members intend that Amneal LLC be treated as a partnership for U.S. federal and, if applicable, state or local income tax purposes. Each member and Amneal LLC will file all tax returns and will take all tax and financial reporting positions in a manner consistent with such tax treatment.

 

Amendments

 

The LLC Agreement may only be amended in writing by the manager with the written consent of the holders of at least 75% of the Amneal Common Units then outstanding.

 

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Reportof the Audit Committee

 

Under the guidance of a written charter adopted by our Board of Directors, the Audit Committee oversees our management’s conduct of the financial reporting process on behalf of the Board of Directors. A copy of the charter is available at the investor relations section of our Company’scompany’s website, http://investors.amneal.com. The Audit Committee also appoints the independent registered public accounting firm to be retained to audit our Company’scompany’s consolidated financial statements and internal control over financial reporting, and once retained, the independent registered public accounting firm reports directly to the Audit Committee. The Audit Committee is responsible for pre-approving both audit and non-audit services to be provided by the independent registered public accounting firm. The Audit Committee’s charter reflects the above-mentioned responsibilities, and the Audit Committee and the Board of Directors periodically review and revise the charter.

 

Management is responsible for our company’s financial reporting process, including the system of internal controls, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. Our Company’scompany’s independent registered public accounting firm is responsible for auditing those consolidated financial statements and expressing an opinion on the conformity of the consolidated financial statements with accounting principles generally accepted in the United States of America. In addition, our company’s independent registered public accounting firm will express its own opinion on the effectiveness of the company’s internal control over financial reporting. The Audit Committee’s responsibility is to monitor and review these processes. It is not the Audit Committee’s duty or responsibility to conduct auditing or accounting reviews.

 

The Audit Committee meets at least four times annually, or more frequently as circumstances dictate. During fiscal 2018, and since becoming a publicly traded company on May 7, 2018,2021, the Audit Committee met 5six times. The Audit Committee also met with management periodically to consider the adequacy of our company’s internal controls, and discussed these matters and the overall scope and plans for the audit of our Companycompany with our independent registered public accounting firm, Ernst & Young LLP. The Audit Committee met with the independent registered public accounting firm, with and without management present, to discuss the results of its examination, its evaluation of the effectiveness of our internal control over financial reporting, and the overall quality of our financial reporting. The Audit Committee also discussed with senior management our Company’scompany’s disclosure controls and procedures and the certifications by our chiefco-chief executive officerofficers and chief financial officer, which are required by the SEC under the Sarbanes-Oxley Act of 2002 for certain of our Company’scompany’s filings with the SEC. The Audit Committee also met separately from time to time with our chief financial officer and with our chief legal officer/general counsel, and, at least quarterly, the Audit Committee met in executive session.

 

In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management and the independent registered public accounting firm the audited consolidated financial statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and2021, management’s assessment of the effectiveness of our Company’scompany’s internal control over financial reporting and the independent registered public accounting firm’s evaluation of the effectiveness of our company’s internal control over financial reporting as of December 31, 2018.2021. The Audit Committee reviewed with the independent registered public accounting firm, who is responsible for expressing an opinion on the conformity of the consolidated financial statements with accounting principles generally accepted in the United States of America, its judgments as to the quality, not just the acceptability, of our Company’scompany’s accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements and such other matters as are required to be discussed with the Audit Committee under auditing standards of the Public Company Accounting Oversight Board (PCAOB). In addition, the Audit Committee has discussed with the independent registered public accounting firm its independence from our Companycompany and our management, including the matters in the written disclosures and letter which were received by the Audit Committee from the independent registered public accounting firm as required by the applicable requirements of the PCAOB, and considered the compatibility of non-audit services with Ernst & Young LLP’s independence. In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Boardboard approved) that the audited consolidated financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 20182021 for filing with the SEC.

 

Audit Committee:

Peter R. Terreri
John Kiely (Chair)

J. Kevin Buchi

Emily Peterson Alva
Jeff George

 

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Proposal 43 Appointment of Independent Registered Public Accounting Firm

 

Introduction

 

The Audit Committee has appointed Ernst  & Young LLP as the independent registered public accounting firm to audit our consolidated financial statements and the effectiveness of our internal control over financial reporting for the fiscal year ending December 31, 2019.2022.

 

We are asking our stockholders to ratify the selection of Ernst & Young as our independent registered public accounting firm. Although ratification is not required by our Bylaws or otherwise, our Board of Directors is submitting the selection of Ernst & Young to our stockholders for ratification as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

 

One or more representatives of Ernst & Young are expected to be present at the annual meeting. They will have an opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate stockholder questions.

 

Independent Registered Public Accounting Firm Fees

 

In addition to performing the audit of our consolidated financial statements, Ernst & Young has provided various other services during fiscal 20182021 and 2017.2020. The aggregate fees billed or expected to be billed for fiscal 20182021 and 20172020 for each of the following categories of services are as follows:

 

Type of Fees	Fiscal 2018	Fiscal 2017		Fiscal 2021			Fiscal 2020
Audit Fees	4,026,260	2,643,593	$	4,918,200		$	4,725,800
Audit-Related Fees	—	498,611		375,000			—
Tax Fees	698,750	859,425		334,000			296,100
All Other Fees	5,370	1,345		2,585			3,600
TOTAL	4,730,380	4,002,974	$	5,629,785		$	5,025,500

 

In accordance with the SEC’s definitions and rules, the terms in the above table have the following meanings:

 

“Audit Fees” are the aggregate fees billed or expected to be billed for each of fiscal 20182021 and 20172020 for professional services rendered by Ernst & Young for the audit of our consolidated financial statements included in our annual reports on Form 10-K and review of the unaudited consolidated financial statements included in our quarterly reports on Form 10-Q; SEC registration statements, including consents and review of documents filed with the SEC, consultation on accounting standards or transactions, and for services in connection with statutory or regulatory filings or engagements; and for services that are normally provided by Ernst & Young in connection with statutory and regulatory filings or engagements for fiscal 20182021 and 2017.2020.

 

“Audit-Related Fees” are the aggregate fees billed in each of fiscal 2018 and 20172020 for assurance and related services by Ernst & Young that are reasonably related to the performance of the audit or review of our consolidated financial statements. There were no audit relatedaudit-related fees for 2018. Audit related fees for 2017 relate to due diligence services in connection with mergers and acquisitions.2020.

 

“Tax Fees” are the aggregate fees billed in each of fiscal 20182021 and 20172020 for professional services rendered by Ernst & Young for tax compliance, tax advice and tax planning.

 

“All Other Fees” are the aggregate fees billed in each of fiscal 20182021 and 20172020 for products and services provided by Ernst & Young not included in the first three categories.

 

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The Audit Committee has reviewed summaries of the services provided by Ernst & Young and the related fees, and the Audit Committee has determined that the provision of the non-audit services described above is compatible in maintaining the independence of Ernst & Young.

 

Our Audit Committee was established in May 2018 upon the completion of the Combination. All of the services described above that required pre-approval were pre-approved by the Audit Committee in accordance with its pre-approval policy. The Audit Committee pre-approval policy provides that all auditing services and all non-audit services to be provided by Ernst & Young be pre-approved by the Audit Committee, provided that the Audit Committee shall not approve any non-audit services prohibited by Section 10A(g) of the Exchange Act.

 

Required Vote

 

Ratification of the appointment of our independent registered public accounting firm requires the affirmative vote of a majority of the shares of voting common stock present in personby remote communication or by proxy at the annual meeting and entitled to vote.vote on the proposal.

 

Recommendation of the Board of Directors

 

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019.2022.

 

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OtherMatters

 

Our management is not aware of any other matters to be presented for action at the annual meeting; however, if any such matters are properly presented for action, it is the intention of the proxy appointees to vote in accordance with their best judgment on such matters.

 

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Aboutthe Meeting

 

Why am I receiving these materials?

 

This proxy statement is provided to the stockholders of Amneal Pharmaceuticals, Inc.the Company as of the close of business on March 11, 2022 (the “Company”“Record Date”) in connection with the solicitation of proxies by our Board of Directors to be voted at our annual meeting of stockholders to be held virtually at the Bridgewater Marriott, 700 Commons Way, Bridgewater, NJ 08807,www.virtualshareholdermeeting.com/AMRX2022 at 9:00 a.m., local time,Eastern Daylight Time, on Monday, May 6, 2019,9, 2022, and at any adjournment or postponement of the meeting. This proxy statement provides important information that you should consider in deciding how to vote on the matters to be voted on at the annual meeting.

 

Why is the annual meeting being webcast online?

Due to the continued impact of the coronavirus (COVID-19) pandemic and to support the health and well-being of our stockholders and other participants at the annual meeting, this year the annual meeting will be a virtual meeting of stockholders held via a live audio webcast. The format of the virtual meeting has been designed to ensure that our stockholders who attend our annual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. Stockholders will be able to present questions online during the meeting through www.virtualshareholdermeeting.com/AMRX2022, providing our stockholders with the opportunity for meaningful engagement with the Company. In addition, stockholders will be permitted to submit a question in advance of the meeting at www.proxyvote.com after logging in with your 16-digit Control Number.

How do I participate in the virtual meeting?

Our annual meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by live audio webcast. No physical in-person meeting will be held.

The online meeting will begin promptly at 9:00 a.m. EDT. We encourage you to access the meeting prior to the start time leaving ample time for the check in. To participate in the meeting, you must have your 16-digit Control Number that is shown on your Notice or, if you received a printed copy of the proxy materials, on your proxy card or the instructions that accompanied your proxy materials. You may access the annual meeting online, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/AMRX2022. Stockholders will be able to submit questions during the meeting by typing in your question into the “ask a question” box on the meeting page. If you lose your 16-digit Control Number, you may join the annual meeting as a “guest” but you will not be able to vote, ask questions or access the list of stockholders as of the close of business on the Record Date.

Will I be able to participate in the virtual meeting on the same basis as I would be able to participate in a live meeting?

The virtual meeting format for the annual meeting will enable full and equal participation by all of our stockholders from any place in the world at little to no cost. We believe that holding the annual meeting online will help support the health and well-being of our stockholders and other participants at the annual meeting as we continue to navigate the ongoing COVID-19 pandemic.

The format of the virtual meeting has been designed to ensure that our stockholders who attend our annual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. We will take the following steps to ensure such an experience:

•	providing stockholders with the ability to submit appropriate questions in advance of the meeting to ensure thoughtful responses;
•	providing stockholders with the ability to submit appropriate questions real-time via the meeting website, limiting questions to one per stockholder unless time otherwise permits; and
•	answering as many questions submitted in accordance with the meeting rules of conduct as possible in the time allotted for the meeting without discrimination.

Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions regarding personal matters, including those related to employment issues, are not pertinent to meeting matters and therefore will not be answered.

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What if during the check-in time or during the meeting I have technical difficulties or trouble accessing the virtual meeting website?

Should you require technical assistance, support will be available by dialing 1-844-986-0822 (U.S.) or 1-303-562-9302 (International) during the meeting; these telephone numbers will also be displayed on the meeting webpage. If there are any technical issues in convening or hosting the meeting, we will promptly post information to our website, including information on when the meeting will be reconvened.

What items will be voted on at the annual meeting?

 

At the annual meeting, the stockholders will consider and vote upon:

 

•	the election of 1310 directors named in this proxy statement to hold office until the next annual meeting of stockholders (Proposal No. 1);
•	an advisory vote to approve executive compensation, commonly referred to as a “say on pay” proposal (Proposal No. 2);
•	an advisory vote to approve the frequency of future “say on pay” votes (Proposal No. 3); and
•	the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 20192022 (Proposal No. 4)3).

 

If you received a paper copy of these materials by mail, the proxy materials also include a proxy card or a voting instruction card for the annual meeting.

 

What is a proxy statement? What information is contained in this proxy statement?

 

It is a document that Securities and Exchange Commission (“SEC”)SEC regulations require us to give you when we ask you to sign a proxy card designatingdesignate proxies to vote on your behalf. The information in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, the Company’s Board of Directors and Board committees, the compensation of our directors and executive officers for fiscal 20182021 and other required information.

 

Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?

 

We are pleased to be using the SEC rule that allows companies to furnish their proxy materials to stockholders over the Internet. As a result, we are mailing to most of our stockholders a notice about theNotice of Internet availabilityAvailability of the proxy materials instead of a paper copy of the proxy materials. We believe that this process allows us to provide our stockholders with the information they need in a timelier manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials. All stockholders receiving the notice will have the ability to access the proxy materials over the Internet and request to receive a paper copy of the proxy materials by mail. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the notice.

 

How can I access the proxy materials over the Internet?

 

The notice of annual meeting, proxy statement and annual report are available at www.proxyvote.com. Instead of receiving future copies of the proxy materials by mail, most beneficial owners can elect to receive an email that will provide electronic links to these documents. Opting to receive your proxy materials online will save us the cost of producing and mailing documents to your home or business and will also will give you an electronic link to the proxy voting site. If you received a noticeNotice of the Internet availability of proxy materials,Availability, that notice will contain additional instructions on how to view our proxy materials on the Internet.

 

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How may I obtain a paper copy of the proxy materials?

 

Stockholders receiving a notice about theNotice of Internet availability of the proxy materialsAvailability will find instructions about how to obtain a paper copy of the proxy materials on that notice. All stockholders who do not receive a notice will receive a copy of the proxy materials by mail or email.

 

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What is the difference between holding shares as a stockholder of record and as a beneficial owner?

 

If your shares are registered directly in your name with the Company’s registrar and transfer agent, Computershare, you are considered a stockholder of record with respect to those shares.

 

If your shares are held in a brokerage account or with a bank or other nominee, you are considered the “beneficial owner” of those shares.

 

Who is entitled to vote at the annual meeting?

 

Each holder of record of our Class A common stock and Class B common stock at the close of business on March 15, 2019the Record Date is entitled to vote at the annual meeting (Class A common stock and Class B common stock are referred to herein as the “voting common stock”). Holders of Class A common stock and Class B common stock vote as a single class. Holders of our Class B-1 common stock are not entitled to vote on the matters being brought before the annual meeting. As of March 15, 2019,the Record Date, a total of 115,527,835150,639,171 shares of Class A common stock and 170,940,707152,116,890 shares of Class B common stock were outstanding and are eligible to vote at the annual meeting. Each share of our Class A common stock and Class B common stock is entitled to one vote per share on all matters with respect to which holders are entitled to vote.

 

How do I vote?vote during the meeting?

We will be hosting the annual meeting live online. You can participate in the annual meeting live online at www.virtualshareholdermeeting.com/AMRX2022. The webcast will start at 9:00 a.m. EDT. Stockholders may vote and submit questions while attending the meeting online. You will need the 16-digit Control Number included on your Notice or, if you received a printed copy of the proxy materials, on your proxy card or the instructions that accompanied your proxy materials in order to be able to vote and submit questions during the meeting.

 

Your shares may only be voted at the annual meeting if you are present in personby remote communication or are represented by proxy. Whether or not you plan to attend the annual meeting, we encourage you to vote by proxy in advance of the annual meeting to assure that your shares will be represented. Voting by proxy will in no way limit your right to vote at the annual meeting if you later decide to attendparticipate in person.the online meeting. Only your latest executed vote will count.

How do I vote my shares in advance without attending the Annual Meeting?

If you are a stockholder of record, you may vote by granting a proxy. Specifically, you may vote:

•	By Internet: If you have Internet access, you may submit your proxy by going to www.proxyvote.com and by following the instructions on how to complete an electronic proxy card. You will need the 16-digit number included on your Notice of Internet Availability or your proxy card in order to vote by Internet.
•	By Telephone: You may submit your proxy by dialing 1-800-690-6903 and by following the recorded instructions. You will need the 16-digit number included on your Notice of Internet Availability or your proxy card in order to vote by telephone.
•	By Mail: You may vote by mail by requesting a proxy card from us, indicating your vote by completing, signing and dating the card where indicated and by mailing or otherwise returning the card in the envelope that will be provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.

If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please follow the instructions on the Notice of Internet Availability, proxy cardrefer to information from your bank, broker or voting instruction form for informationother nominee on how you can cast your vote in advance of the annual meeting.to submit voting instructions.

 

What can I do if I change my mind after I vote my shares?

 

Stockholders of Record

 

If you are a stockholder of record, you may revoke your proxy at any time before it is exercised by timely submission of a written revocation to our corporate secretary at our principal executive offices located at 400 Crossing Boulevard, Bridgewater, New Jersey 08807, submission of a properly executed later-dated proxy, or by voting by ballotonline at the annual meeting. Attendance at the annual meeting will not by itself constitute a revocation of a proxy.

 

Beneficial Owners

 

If your shares are held in the name of a broker, bank or other holder of record, that institution will instruct you as to how your vote may be changed and the deadline for doing so.

 

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If I am a stockholder of record, how will my shares be voted if I sign, date and return my proxy card? What if I do not specify a choice for a matter when returning my signed proxy card?

 

All shares entitled to vote that are represented by properly completed proxy cards received prior to the annual meeting and not revoked will be voted at the meeting in accordance with your instructions. If you sign and return a proxy card but do not indicate how your shares should be voted, the shares represented by your proxy card will be voted in accordance with the Board of Directors’ recommendations on Proposals 1-41-3 and in the discretion of the persons designated as proxies as to any other matter that may properly come before the annual meeting.

 

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What if I am a beneficial owner and do not give voting instructions to my broker?

 

As a beneficial owner, to make sure your shares are voted in the way you would like, you must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee.

 

If you do not provide voting instructions to your bank, broker or other nominee, your shares cannot be voted on any of the voting items other than the ratification of the appointment of Ernst & Young LLP“non-routine” matters, which is commonly referred to as independent registered public accounting firm.a “broker non-vote.”

 

Who may attend the annual meeting?

All stockholdersUnder current NYSE interpretations that were our stockholders as of the record date (March 15, 2019) or their authorized representatives may attend the annual meeting. Each shareholder may appoint only one proxy holder or representative to attend the meeting on his or her behalf. Admission to the meeting will be on a first-come, first-served basis. You must bring a government-issued photo identification in order to be admitted to the meeting. In addition, if your sharesgovern broker non-votes, Proposal Nos. 1 and 2 are held in the name ofconsidered non-routine matters, and a broker bank or other nominee and you plan to attendwill lack the annual meeting, you must also bring proof of ownership as of the record date, such as a brokerage or bank account statement. If you are a beneficial owner and you would like to vote your shares at the meeting, you must also bring proof of your authority to vote youruninstructed shares (which we referat their discretion on such proposals. Proposal No. 3 is considered a routine matter, and a broker will be permitted to as a “legal proxy”) from your broker, bank or other nominee. To request a legal proxy, please followexercise its discretion to vote uninstructed shares on the instructions at www.proxyvote.com.proposal.

 

How will votes be counted?What constitutes a quorum?

 

The presence in personby remote communication or represented by proxy of the holders of a majority of the issued and outstanding shares of voting common stock of our Company entitled to vote on a particular matter willat the meeting shall constitute a quorum for the purposetransaction of considering that matter.business. Abstentions and broker “non-votes”non-votes will be counted as present and entitled to vote for purposes of determining a quorum. A broker “non-vote” occurs when a nominee, such as a bank or broker, holding shares for a beneficial owner, does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner (see “What if I am a beneficial owner and do not give voting instructions to my broker?” above).

 

ToHow will votes be counted?

With respect to Proposal No. 1, to be elected, a nominee for director must receive the affirmative vote of a majority of the votes cast with respect to such nominee. Approval of each of Proposal Nos. 2, and 4 require3 requires the affirmative vote of a majority of the shares of voting common stock present in personby remote communication or by proxy at the annual meeting and entitled to vote. For Proposal No. 3, the frequency option that receives the most votes cast will be considered to be the frequency that has been selected by our stockholders. Abstentions will not affect the outcome of the vote for Proposal Nos.No. 1 and 3, but will have the same effect as a vote “AGAINST” for Proposal Nos. 2 and 4.3. Broker non-votes will not affect the outcome of the vote for Proposal Nos. 1 through 4.3.

 

Who will count the votes?

 

A representative of American Election Services LLC will tally the vote and will serve as inspector of the annual meeting.

 

How are proxies being solicited and who will pay for the solicitation of proxies?

 

We will bear the expense of the solicitation of proxies. In addition to the solicitation of proxies by mail, solicitation may be made by our directors, officers and employees by other means, including telephone, over the Internet or in person. No special compensation will be paid to our directors, officers or employees for the solicitation of proxies. To solicit proxies, we will also request the assistance of brokerage houses, banks and other custodians, nominees or fiduciaries, and, upon request, will reimburse such organizations or individuals for their reasonable expenses in forwarding soliciting materials to beneficial owners and in obtaining authorization for the execution of proxies.

 

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AdditionalInformation

 

Stockholder Proposals for Inclusion in Our 20202023 Annual Meeting Proxy Statement and Proxy Card

 

Under Exchange Act Rule 14a-8 under the Exchange Act,(“Rule 14a-8”), any stockholder proposal to be considered by us for inclusion in our 20202023 proxy statement and form of proxy card for next year’s annual meeting of stockholders, expected to be held in May 2020,2023, must be received by our corporate secretary at our principal executive offices located at 400 Crossing Boulevard, Bridgewater, New Jersey 08807, not later than November 25, 20192022 and must otherwise comply with Rule 14a-8. While the Board will consider stockholder proposals that we receive, we reserve the right to omit from our proxy statement stockholder proposals that do not satisfy applicable SEC rules.

 

Director Nominations and Other Proposals to beBe Presented at Our 20202023 Annual Meeting

 

In addition, our Bylaws establish an advance notice procedureand other procedures with regard to stockholder nominations for director or any other stockholder proposals to be brought before an annual meeting of stockholders that will not be included in our proxy statement. In general, notice must be received by our corporate secretary not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders and must contain specified information concerning the matters to be brought before the meeting and concerning the stockholder making the proposal. If no annual meeting was held in the previous year or if the annual meeting is called for a date that is more than 30 calendar days earlier or more than 60 calendar days later than such anniversary date, notice must be received not lesslater than close of business on the 90 days^th day prior, nor moreearlier than 120 daysclose of business on the 120th day prior, to the date of such annual meeting or, if the first public disclosure of the date of such annual meeting is less than 100 calendar days prior to the date of such annual meeting, the 10th calendar day following the day on which public disclosure of the date of such annual meeting is first made by the Company. Therefore, to be presented at next year’s annual meeting, director nominations and stockholder proposals that will not be included in our proxy statement must be received at by our corporate secretary at the address above on or after close of business on January 7, 20209, 2023 but not later than close of business on February 6, 20208, 2023 and must contain the information specified in our Bylaws. A nomination or proposal also must comply with the additional procedures set forth in our Bylaws.

 

In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 10, 2023.

Householding

 

Some brokers, banks and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports or notices of Internet availability of proxy materials, as applicable. This means that only one copy of such items may have been sent to multiple stockholders in your household.We will promptly deliver, without charge, a separate copy of these documents to you if you so request by writing or calling as follows: Amneal Pharmaceuticals, Inc., Attention: Corporate Secretary, 400 Crossing Boulevard, Bridgewater, NJ 08807; telephone, (908) 947-3120. If you want to receive separate copies of the annual report and proxy statement or notice of Internet availability of proxy materials, as applicable, in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your broker, bank or other nominee record holder, or you may contact us at the above address and phone number.

 

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Appendix AA Non-GAAP Financial Measures

 

Non-GAAP Financial Measures

 

This Proxy Statement includes certain non-GAAP financial measures, including EBITDA, adjusted EBITDA, adjusted net income and adjusted net incomediluted earnings per diluted share, thatwhich are intended as supplemental measures of the Company’s performance that are not required by or presented in accordance with GAAP. In addition, this release includes these non-GAAP measures and our reported results on a non-GAAP combined basis to include the results of Impax and Gemini as if the transaction closing dates had occurred on the first day of all periods presented herein. Management uses these non-GAAP historical and combined measures internally to evaluate and manage the Company’s operations and to better understand its business because they facilitate a comparative assessment of the Company’s operating performance relative to its performance based on results calculated under GAAP. These non-GAAP measures also isolate the effects of some items that vary from period to period without any correlation to core operating performance and eliminate certain charges that management believes do not reflect the Company’s operations and underlying operational performance. The Compensation Committee of the Company’s Board of Directors also uses certain of these measures to evaluate management’s performance and set its compensation. The Company believes that these non-GAAP measures also provide useful information to investors regarding certain financial and business trends relating to the Company’s financial condition and operating results, and doing so on a combined basis facilitates an evaluation of the financial performance of the Company and its operations on a consistent basis.results. Providing this information therefore allows investors to make independent assessments of the Company’s financial performance, results of operationoperations and trends while viewing the information through the eyes of management.

 

The calculation of Non-GAAPnon-GAAP adjusted diluted earnings per share assumes the conversion of all outstanding shares of Class B Common Stockcommon stock to shares of Class A Common Stock.common stock.

 

These non-GAAP measures are subject to limitations. The non-GAAP measures presented herein may not be comparable to similarly titled measures used by other companies because other companies may not calculate one or more in the same manner.

Additionally, the non-GAAP performance measures exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements; do not reflect changes in, or cash requirements for, working capital needs; and do not reflect interest expense, or the requirements necessary to service interest or principal payments on debt. Further, the combined results may not represent what our combined results of operations and financial position would have been had the transactions occurred on the dates indicated, nor are they intended to project our combined results of operations or financial position for any future period. To compensate for these limitations, management presents and considers these non-GAAP measures in conjunction with the Company’s GAAP results; no non-GAAP measure should be considered in isolation from or as alternatives to net income, diluted earnings per share or any other measure determined in accordance with GAAP. Readers should review the reconciliations ofincluded below, and should not rely on any single financial measure to evaluate the Company’s business.

This Proxy Statement also includes certain non-GAAP forward-looking information. The Company cannot, however, provide a reconciliation between non-GAAP targets and the most directly comparable GAAP measures without unreasonable efforts because it is unable to predict with reasonable certainty the ultimate outcome of certain significant items required for the reconciliation. The items include, but are not limited to, pandemic-related expenses, gains or losses related to changes in our tax receivable agreement liability, acquisition and site closure expenses, restructuring and other charges, inventory-related charges, charges related to legal matters, gains and losses on the sale of assets, impairment charges, and foreign exchange gains or losses. These items are uncertain, depend on various factors, and could have a material impact on U.S. GAAP reported results.

 

A reconciliation of each non-GAAP measure to the most directly comparable GAAP measure is set forth below.

 

Reconciliation of Non-GAAP Combined Net Revenue

(Unaudited; In thousands)

		Year ended December 31, 2018
Net revenue:		Actual				Add: Impax/ Gemini				(Non-GAAP) Combined
Generics		$	1,439,031			$	102,237			$	1,541,268
Specialty			223,960				96,245				320,205
TOTAL NET REVENUE			1,662,991				198,482				1,861,473

	AMNEALPHARMACEUTICALS, INC.  |  20192022 Proxy Statement		67

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Non-GAAP Reconciliations

(Unaudited; In thousands, Except per Share Amounts)

Reconciliation of Net (Loss) Income to Combined Adjusted Net Income and Calculation of Adjusted Diluted EPS

 

		Year ended December 31, 2018
		Actual				Add: Impax/ Gemini				(Non-GAAP) Combined
Net (loss) income		$	(201,303	)		$	(150,155	)		$	(351,458	)
Adjusted to add (deduct):
Non-cash interest			5,859				9,413				15,272
GAAP Income tax (benefit) expense			(1,419	)			(6,273	)			(7,692	)
Amortization			72,987				19,935				92,922
Stock-based compensation expense			8,840				4,816				13,656
Acquisition and site closure expenses(2)			264,424				9,829				274,253
Restructuring and asset-related charges(4)			56,413				5,123				61,536
Loss on extinguishment of debt			19,667				—				19,667
Inventory related charges(1)			54,222				9,894				64,116
Litigation, settlements and related charges			2,092				90,099				92,191
Loss (gain) on sale of assets			878				—				878
Asset impairment charges(3)			47,660				53				47,713
Amortization of upfront payment(5)			10,423				—				10,423
Foreign exchange loss (gain)			19,701				(921	)			18,780
Loss on sale of international operations			2,958				—				2,958
R&D milestone payments			8,000				—				8,000
Other			7,095				1,953				9,048
Income tax at 21%			(79,484	)			1,309				(78,175	)
Net income attributable to NCI not associated with our Class B shares			(386	)			—				(386	)
ADJUSTED NET INCOME (NON-GAAP)		$	298,627			$	(4,925	)		$	293,702
ADJUSTED DILUTED EPS (NON-GAAP)(6)										$	0.98

(Unaudited; In thousands, Except per Share Amounts)	Year ended December 31, 2021
Net income		$	20,170
Adjusted to add (deduct):
Non-cash interest			8,355
GAAP Income tax expense			11,196
Amortization			164,069
Stock-based compensation expense			28,412
Acquisition, site closure, and idle facility expenses(1)			20,003
Restructuring and other charges(2)			788
Inventory related charges(3)			261
Charges related to legal matters, net(4)			25,000
Asset impairment charges(5)			24,105
Research and Development milestone payments			25,795
Change in fair value of contingent consideration(6)			200
Property losses and related expenses, net(7)			5,368
Other			6,680
Income tax at 21%			(75,777	)
Net income attributable to Non-controlling interests not associated with our Class B shares			(6,582	)
ADJUSTED NET INCOME (NON-GAAP)		$	258,043
ADJUSTED DILUTED EPS (NON-GAAP)(8)		$	0.85

(1)	Acquisition, site closure, and idle facility expenses primarily included (i) transaction and integration costs associated with the acquisition of Kashiv Specialty Pharmaceuticals, LLC; (ii) integration costs associated with the acquisition of AvKARE; (iii) site closure costs associated with the planned cessation of manufacturing at our Hauppauge, NY facility; (iv) transaction and integration costs associated with the acquisition of Puniska Healthcare Pvt. Ltd. and (v) site closure expenses associated with damage from Tropical Storm Ida to two of our facilities in New Jersey.
(2)	Restructuring and other charges primarily consisted of cash severance charges associated with cost of benefits for former senior executives and management employees.
(3)	Inventory related charges primarily represents the amortization of the Impaxrepresented inventory step-up to fair value in purchase accountingobsolescence and write-offs of pre-launch inventory quantities.related expenses associated with recalls.
(2)(4)	Acquisition and site closure expenses includes costsCharges related to (i) accelerated vesting of Amneal profit participation units, (ii) special bonuseslegal matters, net were primarily associated with the combination and integration of Impax, (iii) plant closure and redundant employee costs and (iv) third party costs associated with the combination of Impax and related integration including legal investment banking, accounting and information technology.claims in our Corporate segment.
(3)(5)	Asset impairment charges for the year ended December 31, 2018 arewere primarily associated with the write-off of leasehold improvementsintangible assets and equipment, except for equipment discussed in (7) below.
(6)	Contingent consideration was recorded in connection with the closingacquisition of Kashiv Specialty Pharmaceuticals, LLC.
(7)	Property losses and related expenses, net were associated with damage from Tropical Storm Ida to two of our Hayward, CA facility.facilities in New Jersey, net of insurance recoveries. Expenses consisted of impairment of equipment and inventory, and repairs and maintenance and salaries and benefits.
(4)(8)	Restructuring and asset related charges includes employee separation costs associated with the consolidation of sites as well as the write-off of property, plant and equipment at those sites.
(5)	Amortization of upfront payment represents the amortization of the upfront payment made to Lannett in connection with our Transition Agreement with Levothyroxine.
(6)	Utilizes weighted average diluted average shares outstanding of 299,328,303.9 million, which consists of Class A shares and Class B & Class B-1 shares.shares under the if-converted method.

www.amneal.com		AMNEALPHARMACEUTICALS, INC.  |  20192022Proxy Statement		68

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Non-GAAP Reconciliations

(Unaudited; In thousands)

Reconciliation of Net (Loss) Income to EBITDA and Combined Adjusted EDITBA

EBITDA

 

		Year ended December 31, 2018
		Actual				Add: Impax/ Gemini				(Non-GAAP) Combined
Net (loss) income		$	(201,303	)		$	(150,155	)		$	(351,458	)
Adjusted to add (deduct):
Interest expense, net			143,571				18,231				161,802
Income tax expense (benefit)			(1,419	)			(6,273	)			(7,692	)
Depreciation and amortization			137,403				24,902				162,305
EBITDA (Non-GAAP)		$	78,252			$	(113,295	)		$	(35,043	)
Adjusted to add (deduct):
Stock-based compensation expense			8,840				4,816				13,656
Acquisition and site closure expenses(2)			264,424				9,829				274,253
Restructuring and asset-related charges(4)			56,413				5,123				61,536
Loss on extinguishment of debt			19,667				—				19,667
Inventory related charges(1)			54,222				9,894				64,116
Litigation, settlements and related charges			2,092				90,099				92,191
Loss (gain) on sale of assets			878				—				878
Asset impairment charges(3)			47,660				(53	)			47,713
Amortization of upfront payment(5)			10,423				—				10,423
Foreign exchange loss (gain)			19,701				(921	)			18,780
Loss on sale of international operations			2,958				—				2,958
R&D milestone payments			8,000				—				8,000
Other			4,285				867				5,152
ADJUSTED EBITDA (NON-GAAP)		$	577,815			$	6,465			$	584,280

(Unaudited; In thousands)	Year ended December 31, 2021
Net income		$	20,170
Adjusted to add:
Interest expense, net			136,325
Income tax benefit			11,196
Depreciation and amortization			233,406
EBITDA (Non-GAAP)		$	401,097
Adjusted to add:
Stock-based compensation expense			28,412
Acquisition, site closure, and idle facility expenses(1)			20,003
Restructuring and other charges(2)			788
Inventory related charges(3)			261
Charges related to legal matters, net(4)			25,000
Asset impairment charges(5)			24,105
Foreign exchange loss			355
Research and Development milestone payments			25,795
Change in fair value of contingent consideration(6)			200
Property losses and related expenses, net(7)			5,368
Other			6,680
ADJUSTED EBITDA (NON-GAAP)		$	538,064

(1)	Acquisition, site closure, and idle facility expenses primarily included (i) transaction and integration costs associated with the acquisition of Kashiv Specialty Pharmaceuticals, LLC; (ii) integration costs associated with the acquisition of AvKARE; (iii) site closure costs associated with the planned cessation of manufacturing at our Hauppauge, NY facility; (iv) transaction and integration costs associated with the acquisition of Puniska Healthcare Pvt. Ltd. and (v) site closure expenses associated with damage from Tropical Storm Ida to two of our facilities in New Jersey.
(2)	Restructuring and other charges primarily consisted of cash severance charges associated with cost of benefits for former senior executives and management employees.
(3)	Inventory related charges primarily represents the amortization of the Impaxrepresented inventory step-up to fair value in purchase accountingobsolescence and write-offs of pre-launch inventory quantities.related expenses associated with recalls.
(2)(4)	Acquisition and site closure expenses includes costsCharges related to (i) accelerated vesting of Amneal profit participation units, (ii) special bonuseslegal matters, net were primarily associated with the combination and integration of Impax, (iii) plant closure and redundant employee costs and (iv) third party costs associated with the combination of Impax and related integration including legal investment banking, accounting and information technology.claims in our Corporate segment.
(3)(5)	Asset impairment charges for the year ended December 31, 2018 arewere primarily associated with the write-off of leasehold improvementsintangible assets and equipment, except for equipment discussed in (7) below.
(6)	Contingent consideration was recorded in connection with the closingacquisition of Kashiv Specialty Pharmaceuticals, LLC.
(7)	Property losses and related expenses, net were associated with damage from Tropical Storm Ida to two of our Hayward, CA facility.facilities in New Jersey, net of insurance recoveries. Expenses consisted of impairment of equipment and inventory, and repairs and maintenance and salaries and benefits.
(4)	Restructuring and asset related charges includes employee separation costs associated with the consolidation of sites as well as the write-off of property, plant and equipment at those sites.
(5)	Amortization of upfront payment represents the amortization of the upfront payment made to Lannett in connection with our Transition Agreement with Levothyroxine.

	AMNEALPHARMACEUTICALS, INC.  |  20192022 Proxy Statement		69

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