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Amneal Pharmaceuticals, Inc.

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Noticeof 20192024

Annual Meeting of Stockholders

and Proxy Statement

By Order of the Board of Directors,

David A. Buchen

Corporate Secretary

Bridgewater, New Jersey

March 22, 2019

Review your proxy statement and vote in advance of the meeting in one of fourthree ways:
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: 2, 2024: The notice of annual meeting, this proxy statement and our annual report on Form 10-K for the fiscal year ended December 31, 20182023 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.

To

ThroughOur 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

2023 was a robust year of growth, outstanding execution, and further diversification of our focus onoperational excellence,business as we advanced our strategy to buildexpanded in new high growth areas. We are a diversified pipeline of complex, high-value generic productsand growing pharmaceutical company across Retail, Injectables, Biosimilars, Specialty, Distribution and International. Our company’s mission centers on improving access to help insulate our company from market competitionaffordable, high-quality, and pricing pressures. In 2018, Amneal led the U.S. generics industry in both approvals and launches, including 62 ANDA approvals, 10 tentative approvals and 42 new products launched. 33%innovative medicines across these areas. We are extremely proud of our new product launches were from injectable, topical or liquid products, further diversifying our portfolio of more than 200 generic products.colleagues, and the passion they bring in delivering value as We make healthy possible.

 

Our Specialty segment delivered2023 Highlights

Across Amneal, notable accomplishments in 2023 included:

•	Launched 39 new Generics products as the portfolio continues to shift towards more complex, non-oral solid products;
•	Successfully commercialized first three biosimilars, ALYMSYS®, RELEUKO® and FYLNETRA® in first year post launch, and added two biosimilars to the pipeline;
•	Received approval for a number of high-value injectable products as we further expansion of our injectables portfolio;

Sincerely,

Robert A. Stewart

President and Chief Executive Officer

March 22, 2019

of ContentsAMNEAL 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, and diversified pharmaceuticals company. We provide over 7,700 high-quality jobs and help consumers obtain access to the medicines they need.

WHAT IS OUR STRATEGY?

We are focused on providing high-quality, affordable 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:

Further information about our Corporate Responsibility programs are available at https://www.amneal.com/about/responsibility. Please note that this website and our ESG Reports are not part of our public disclosures and are not part of our proxy solicitation materials.

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.

SafeHarbor Statement

Certain statements contained herein, regarding matters that are not historical facts, may beare 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, and other non-historical statements. Words such as “may,“plans,” “expects,” “will,” “could,“anticipates,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “assume,” “continue,”“estimates” and similar words, or the negatives thereof, 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, including with respect to future market conditions, company performance and financial results, operational investments, business prospects, new strategies and growth initiatives, the competitive environment, and other 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 manageobtain exclusive marketing rights for our growth;products; our dependence onrevenues are derived from the sales of a limited number of products, for a substantial portion of which are through a limited number of customers; the impact of a prolonged business interruption within our total revenues;supply chain; 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; our dependence on information technology systems and infrastructure and the potential for cybersecurity incidents; our ability to attract, hire and retain highly skilled personnel; 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 brought 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 FDAFood and Drug Administration 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; our ability to make 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 potential expansion into additional international markets subjecting us to increased regulatory, economic, social and political uncertainties, including recent events affecting the financial services industry; our ability to identify, make and integrate acquisitions or investments in complementary businesses and products on advantageous terms; the impact of global economic, political or other catastrophic events; our obligations under a tax receivable agreement may be significant; and the high concentration of ownership of our Classclass A Common Stockcommon 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, Reorganization and Transfer of Listing Exchange

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 50.1% of the equity interests in Amneal Common Units and the Company holdsheld the remaining 43%49.9% as of the equity interests in Amneal. The Amneal Group also holds approximately 57% of the common stock ofDecember 31, 2022. On November 7, 2023, we implemented a plan pursuant to which the Company and Amneal LLC reorganized and we simplified our corporate structure by eliminating our umbrella partnership-C-corporation structure and converting to a more traditional structure whereby all stockholders hold their voting and economic interests directly through its collective ownership of all of the issued and outstanding shares of class B common stock. Althoughpublic company (the “Reorganization”). Effective with the Reorganization, the Company directly or indirectly holds a minority economic interest in Amneal, as the managing member of Amneal we conduct and exercise full control over all activities of Amneal. Three members100% of the Amneal Group, Chirag Patel, Chintu PatelCommon Units and Gautam Patel, are membersthe Company remains Amneal LLC’s sole managing member, having the sole voting power to make all of Amneal LLC’s business decisions and control its management. Shortly after we effected the Reorganization, at market open on December 27, 2023, we transferred the listing of our Board of Directors and have been nominated for election atClass A common stock to the annual meeting of stockholders.Nasdaq Stock Market LLC (“Nasdaq”).

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 and again in November 2023 as part of the Reorganization (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 11, composed as follows:

For so longPursuant to, and effective as of, the amendment to the Stockholders Agreement in August 2019, the Amneal Group continues to beneficially own more than 50% ofrepresentative who appoints the outstanding sharesAmneal Group Directors will not be (i) an employee of the Company directors designatedor (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 will have the rightDirectors who are intended to designate the Co-Chairmen of the Board, and the Non-Amneal Group directors will have the right to designate the Lead Independent Director of the Board.

TPG, which holds all of our issued and outstanding class B-1 common stock by virtue of its investment in the Company, has the right, subject to certain ownership thresholds and other limitations, to designate a director for appointment to the Company’s Board (which right TPG 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 has been designated by the Board of Directors and one has been designated by TPG.independent.

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

TPG Group Holdings has the right, subject to certain ownership thresholds and other 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.

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 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 NYSENasdaq rules and 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 listingNasdaq rules and mayhave the option to elect to avail ourselves of exemptions relatingfrom certain Nasdaq requirements. Despite our status as a controlled company, however, 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, under Nasdaq rules, 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) independent director oversight of director nominations; and (c) a compensation committee composed entirely of independent directors, with a written charter addressing specified matters. Although we currently do not avail ourselves of any of these exemptions in the interest of corporate governance best practices, 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 Nasdaq requirements. We believe that the Amneal Group’s control and its long-term stewardship have provided a Nominatingstrategic advantage to our Company. For example, the alignment between our co-CEOs and Corporate Governance Committee composed solely of independent directors. As permitted by NYSE listing rulesthe Amneal Group as our largest stockholder provides management the flexibility to efficiently pivot as needed to address short-term matters while also supporting transformational changes necessary for “controlled companies,” the Compensation Committee is not composed solely of independent directors.Company’s long-term success. In addition, the Amneal Group’s values have played an important role in our unique work culture that celebrates inclusion, diversity, and equity, which we believe has helped us to attract and retain top talent.

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)2023 (“fiscal 2023”), the Board of Directors held 3five 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 2018,2023, 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.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 our directors to attend each annual meeting of stockholders. We anticipate that all directors will attend the 2019The 2023 annual meeting which is our first annual meetingwas attended by all eleven of stockholders following the Combination.directors holding office at the time.

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”), the NYSE,SEC, Nasdaq, 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,Nasdaq rules, none of the following directorsthem has a material relationship with the Company other than their service as directors and, as a result, such directors are independent: Robert L. Burr,Paul Meister, Deb Autor, 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. Accordingly, even though we are a “controlled company” and therefore exempt from certain board independence requirements under the Nasdaq rules, we nonetheless have a majority of independent directors on our Board, and each Board committee is comprised entirely of independent directors.

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:

Emily Peterson Alva’s spouse was employed by Avtar Investments, LLC (“Avtar”), a financial advisory firm that manages investments for Chirag Patel and Chintu Patel, each a member of the Amneal Group and Co-CEOs of the Company. Ms. Alva’s spouse is no longer affiliated with Avtar.

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:

	AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement		13

Committees of the Board of Directors

The Board of Directors has fivefour standing committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, an Integration Committee and a Conflicts Committee.

The following table sets forth the current members of each committee and the number of meetings held during fiscal 20182023 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

Emily Peterson Alva

Deb Autor

J. Kevin Buchi

Chair

Jeff George

John Kiely

Chair

Paul Meister

Chair

Ted Nark

Chair

Chintu Patel

Chirag Patel

Gautam Patel

Shlomo Yanai

# of Meetings in 2023

5

5

4

15

 

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 NYSENasdaq rules 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 sophistication requirements of Nasdaq. 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 5964 of this proxy statement.

 

Compensation Committee

The principal duties and responsibilities of the Compensation Committee are 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;
•	review and approve or make recommendations to the Board regarding the Company’s annual cash incentive program and equity-based plan and arrangements;

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•	review and discuss with management the Company’s “Compensation Discussion and Analysis” (“CD&A”) and recommend whether such analysis should be included in the Proxy Statement filed with the SEC;
•	produce an annual report on executive compensation for inclusion in the Company’s Proxy Statement;
•	review and discuss the results of the stockholder advisory vote on “say-on-pay”, if any, and general market reactions to executive compensation regard to the Company’s named executive officers;
•	review and approve any stock ownership guidelines for directors and executive officers of the Company and monitor complaiance therewith;
•	review and approve any “clawback” policy to be adopted by the Company to recoup compensation paid to employees, if and as the committee determines to be necessary or appropriate, or as required by applicable law or Nasdaq requirements, and monitor compliance therewith;
•	oversee the Company’s policies and practices with respect to managing compensation-related risks;
•	oversee and approve the management continuity process; and otherwise comply with the committee’s responsibilities and duties as set forth in its charter.

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.

Three of the four directorsEach director who serveserves on the Compensation Committee areis independent under the listing standards of the NYSENasdaq rules 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 3640 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 nominatingNominating and governance committeeCorporate 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.Nasdaq rules. 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 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 qualifying related party transactions, and approval of any material amendment to the Stockholders Agreement, as set forth in the Conflicts Committee Charter.

 

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.

 

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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 suchour quarterly Board 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 resultThe Compensation Committee has reviewed our incentive compensation programs, discussed the concept of risk as it relates to our compensation program, considered various mitigating factors and reviewed these items with its evaluation,independent consultant, Meridian Compensation Partners, LLC (“Meridian”).

In addition, our Compensation Committee asked Meridian to conduct an independent risk assessment of our executive compensation program. Based on these reviews and discussions, the Compensation Committee has concluded that the risks arising fromdoes not believe our compensation policies and practicesprogram creates risks that are not reasonably likely to have a material adverse effect on our Company.business.

 

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. The Committee also assists in carrying out the Company’s commitment to ESG principles and executive officers.diverse representation on its Board.

 

Integration Committee

The Integration Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with the integration of Amneal and Impax.

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.

 

Cybersecurity

While the Board is ultimately responsible for risk oversight, committees of the Board assist in fulfilling the oversight responsibilities of the Board in certain areas of risk. Our Audit Committee is responsible for overseeing risks from cybersecurity threats and receives cybersecurity updates from Information Technology (“IT”) leadership at least twice a year. When meeting with the Audit Committee, the IT leadership team highlights significant accomplishments and issues related to our IT infrastructure, including cybersecurity incidents, risks, industry trends, notable incidents facing other companies, incident preparedness and other developments. The Audit Committee also receives updates regarding progress on initiatives to further align with the five pillars of the NIST CSF. These briefings are designed to provide visibility to the Audit Committee about the identification, assessment, and management of critical risks, audit findings, and management’s risk mitigation strategies. Our global head of Cybersecurity, who reports to our CFO, participates in H-ISAC (Health Information Sharing and Analysis Center), a global community and member forum for coordinating, collaborating and sharing vital Physical and Cyber Threat Intelligence and best practices with each other. Our Board also receives regular quarterly updates from our Vice President of Corporate Compliance who reports to our Chief Legal Officer.

We administer multiple cybersecurity related training and awareness events annually. Our user awareness training program includes baseline cybersecurity training for all new employees and an annual mandatory interactive cybersecurity training

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for all employees and contingent workers, as well as multiple cybersecurity topic awareness broadcast emails and targeted training to specific user groups. We employ a third party to conduct periodic penetration testing to scan different parts of the Company’s IT environment to identify potential vulnerabilities. Critical or high vulnerabilities are prioritized for swift remediation. Additionally, we employ a third-party service for continuous cyber risk monitoring and make continuous adjustments to system and network configurations to improve our cyber risk rating score. For further information related to our cybersecurity risk management process and identified cybersecurity risks, please refer to Part I, Item 1C of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

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 20202025 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; and
•	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 regularly assesses the composition of the Board and 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 six out of ten of our executives identifying as diverse by race, ethnicity, or gender, and permeates through the organization of Amneal employees. In 2023, women represented 19% of our global workforce of Amneal employees. In the United States, they represented 41% of our workforce and held 32% of leadership roles at the level of Director and above for Amneal employees. Approximately 74% 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.

 

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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, ethnicity, gender, sexual orientation and areas of expertise. Consistent with this philosophy, our Board reflects a mix of ethnic, sexual orientation and gender diversity. As set forth in the matrix below, of our 11 Board members, ten have disclosed their gender and demographic backgrounds, which consists of eight male and two female Board members, with three Board members who identify as Asian, seven who identify as white and one who identifies as LGBTQ+.

Board Diversity Matrix (As of March 11, 2024)
Board Size:
Total Number of Directors:						11
		Female		Male		Non-Binary		Did not Disclose Gender
Gender:
Directors:		2		8				1
Number of Directors who Identify in Any of the Categories Below:
Asian				3
White		2		5
LGBTQ+						1

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 and makes recommendations to the Board with respect to any changes; our non-employee director compensation program was last reviewed in May 2018.2023. In connection with this update, and as recommended by the independent compensation consultant based on market practices, no changes were made to the non-employee director compensation. No changes were made to our non-employee director compensation structure during 2023 other than the use of a 12-month average stock price over 2022 in setting the grant price for all equity awards to directors. This 2022 12-month average stock price was $3.27, as compared to an actual date of grant closing price of $1.86. Consequently, grant date fair values for awards to non-employee directors were only 57% of targeted values. The Company expects to revert back to its historic methodology of using the closing market price of our common stock on the date of grant for setting the grant price with respect to future equity grants to non-employee directors. This change in setting the grant price was made in order to align with grant price methodology used for awards made to NEOs and eligible employees.

 

Our director compensation program is summarized in the table below.

 

Compensation Element		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		250,000/$90,750
Targeted value of stock options granted annually		$184,250
Targeted value of restricted stock units granted annually		$90,750350,000 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)		$15,000/25,000/$7,50015,000

 

In addition to the annual retainers described above, for each duly convened meeting of a committee that a member of such committee attends in excess of six duly convened meetings per calendar year, such member shall be entitled to receive an additional Per Meeting Stipend equal to 1/6^th of such member’s annual cash stipend for service on that committee.

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During fiscal 2018,2023, 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(10)			Total
Emily Peterson Alva(1)		$	75,000		$	142,203		$	217,203
Deborah Autor(2)		$	124,833		$	142,203		$	267,036
J. Kevin Buchi(3)		$	160,000		$	142,203		$	302,203
Jeff George(4)		$	135,000		$	142,203		$	277,203
John Kiely(5)		$	142,500		$	142,203		$	284,703
Paul Meister(6)		$	100,000		$	199,083		$	299,083
Ted Nark(7)		$	102,500		$	142,203		$	244,703
Gautam Patel(8)		$	75,000		$	142,203		$	217,203
Shlomo Yanai(9)		$	112,500		$	142,203		$	254,703

(1)	Amounts have been pro ratedAs of December 31, 2023, Ms. Alva had 76,453 RSUs outstanding and 53,021 options outstanding.
(2)	As of December 31, 2023, Ms. Autor had 76,453 RSUs outstanding.
(3)	As of December 31, 2023, Mr. Buchi had 76,453 RSUs outstanding and 81,397 options outstanding.
(4)	As of December 31, 2023, Mr. George had 76,453 RSUs outstanding and 28,506 options outstanding.
(5)	As of December 31, 2023, Mr. Kiely had 76,453 RSUs outstanding and 28,506 options outstanding.
(6)	As of December 31, 2023, Mr. Meister had 107,034 RSUs outstanding and 115,156 options outstanding.
(7)	As of December 31, 2023, Mr. Nark had 76,453 RSUs outstanding and 53,021 options outstanding.
(8)	As of December 31, 2023, Mr. Patel had 76,453 RSUs outstanding and 53,021 options outstanding.
(9)	As of December 31, 2023, Mr. Yanai had 76,453 RSUs outstanding and 28,506 options outstanding.
(10)	For equity grants made to reflect fees earned fromour non-employee directors in 2023, the completionCompany utilized the 2022 12-month stock price average in setting the grant price. This 2022 12-month average stock price was $3.27, as compared to an actual date of grant closing price of $1.86. Consequently, grant date fair values for awards to non-employee directors were only 57% of targeted values. The Company expects to revert back to its historic methodology of using the Combinationclosing market price of our common stock on the date of grant for setting the grant price with respect to the end of 2018.future equity grants to non-employee directors.

 

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 31 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, as amended in April 2022, 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 owned directly or by immediate family members residing in the same household (or through trusts for their benefit), underlying restricted stock and restricted stock units (whether or not vested) andbut exclude shares underlying “in-the-money” vested stockunexercised option awards and unearned performance awards. All of our non-employee directors have achieved the minimum ownership thresholds or are working towards compliance within five years from the date or their appointment or election.

 

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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 thirteen11 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)Board), 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 thirteen11 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 ofAll eleven nominees were previously elected by stockholders at the individuals listed below has been a director of the Company since the completion of the Combination. For further information, about how director nominees are selected, see “Corporate Governance–Director Nominations” above.2023 annual meeting.

 

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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		1620

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CHIRAG PATEL Age 52 Co-Chairman		ROBERT A. STEWART Age 51 Chief Executive Officer
ChiragPAUL MEISTER Age 71 Chairman Paul Meister is a partner in Novalis LifeSciences, a life science-focused venture firm, and is also co-founder and Chief Executive Officer of Liberty Lane Partners, LLC, a private investment company with investment holdings in healthcare, technology and distribution-related industries. From 2014 to 2018, he was President of MacAndrews & Forbes Incorporated, a private company that owns or controls a diverse set of businesses. During 2018, he also served, on an interim basis, as Executive Vice Chairman of Revlon, Inc. a leading beauty products company. He served as Chairman and Chief Executive Officer of inVentiv Health (now Syneos Health), a leading provider of commercial, consulting and clinical research services to the pharmaceutical and biotech industries, from 2010 to 2014. He 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 from 1991 to 2006. Mr. Meister has a bachelor’s degree from the University of Michigan and a master’s of business administration degree from Northwestern University. Mr. Meister’s extensive public company experience, as both an executive and a board member, provides the Board with significant expertise in management, strategy, finance and capital markets, operations and mergers and acquisitions. Other Public Company Directorships include Aptiv PLC (since 2019); Oaktree Acquisition Corp. I (2019 – 2021), Oaktree Acquisition Corp. II (2020 – 2022), Quanterix Corporation (since 2013), and Scientific Games Corporation (2012 – 2020).  Skills and Qualifications: •  CEO, General Management, Commercial •  Corporate Development, Business Development, M&A •  R&D, Scientific •  Investment, Venture Capital •  International		CHINTU PATEL Age 52 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 and Mr. Patel serves on the management boardsboard of each of these companies. Before founding Amneal, Mr. Patel alsowas a pharmacist and senior-level manager with Eckerd Pharmacy from 1994 to 2002, where he won numerous awards. Mr. Patel has 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®, the Art of Living Foundation®, New Jersey Cityand Long Island 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 asPatel and his wife, Falguni Patel, run the Irada International Foundation, which focuses on health, education, and community outreach projects in India and the United States. Mr. Patel holds a bachelor’s degree in Pharmacy from Rutgers College of Pharmacy and also holds 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, financial and operational matters relevant to the Company.honorary doctorate degree from Long Island University.    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

 

	AMNEALPHARMACEUTICALS, INC.  |  20192024Proxy Statement		1721

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ROBERT L. BURRCHIRAG PATEL   Age 6857 Lead Independent DirectorCo-Chief Executive Officer and President		EMILY PETERSON ALVA   Age 4449
Robert L. BurrChirag 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 and Mr. Patel serves on the board of directorseach of Impax from 2008 untilthese companies. 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 completionLiberty Science Center of New Jersey, and a Trustee for the Foundation for Morristown Medical Center. He is also a recipient of the Combination, having served as 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 Chase2011 Ernst & Co. and associated entities from 1995 to May 2008, at which time he resigned his position as Managing PartnerYoung National Entrepreneur of the Fleming US Discovery III Funds. From 1992Year 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 1995,bring fresh water, sanitation, nutrition and education to underprivileged children. Mr. Burr was headPatel received his bachelor’s degrees in Commerce from H.A. College of Private Equity at the investment banking firm Kidder, Peabody & Co., Inc. PriorCommerce, India, and in Business Administration from New Jersey City University. He also holds an honorary Doctorate of Humane Letters from New Jersey City University in recognition of his efforts 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 has served on our Board of Directors since the Combination.is an experienced corporate board member and an accomplished finance and strategy executive. Ms. Alva ishas distinguished herself as a financial, strategic, and business advisor to senior executives, foundersboards and leadership teams across industries. Over more than twenty five years, Ms. Alva has advised some of the world’s largest public and private companies facing complex strategic decisions, and led the resulting wide range of M&A transactions that followed. Ms. Alva served as an investment banker at Lazard, a global leader in financial advisory and M&A, where she worked from 1997 to 2013, most recently as an M&A Partner. Today, Ms. Alva is a strategic advisor to the CEO and the Board of Constellis, a defense contractor and provider of global security solutions, a role she has held since 2021. Ms. Alva is also currently on the corporate boards of directors,Alkermes plc, a public pharmaceutical company, and has focused onRobotic Research, LLC, a private autonomous vehicle technology company advisory projectsserving defense and family office investing since 2013. Prior to that time,commercial markets. Ms. Alva spentis also on the nonprofit board of the Mission Society of New York City, a foundational charity in New York history, providing economic and educational support to children and families over more than 15 years at Lazard as a senior mergers & acquisitions investment banker advising industry leading companies. Ms. Alva’s extensive advisory and transaction work covers multiple industries with a primary sector focus and expertise in healthcare. While at Lazard, Ms. Alva held leadership roles, both with clients and internally. She advised some of Lazard’s most important clients over many years, and was one of the youngest bankers promoted to Managing Director at the firm. During her Lazard tenure, 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 makers in government and academia. Prior to joining Lazard, Ms. Alva worked 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.two centuries. Ms. Alva received a BAB.A. in Economics from Barnard College, Columbia University. Ms. Alva’s financial acumen together with her advisory and transaction experience reaching deep into many sectors of healthcare, provide the Amneal Board with insight into a variety of matters, including corporate development and strategy.   Skills and Qualifications: •M&A, Complex Transactions and Corporate Development Business Development, Mergers & Acquisitions •Capital Structure, Corporate Finance and AccountingCapital Allocation •  Investment, Venture CapitalStrategy and Corporate Governance

 

www.amneal.com		AMNEALPHARMACEUTICALS, INC.  |  20192024Proxy Statement		1822

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DEB AUTOR   Age 57 J. KEVIN BUCHI   Age 63 JEAN SELDEN GREENE Age 4668       Deb Autor is CEO of Healthcare Innovation Catalysts, a provider of regulatory affairs, clinical advisory, quality, compliance, federal partnership, and strategic advisory services to global life sciences organizations; and Chair of the Board of the FDA Alumni Association. Ms. Autor has also served as a Scientific Advisory Council Member of the Centre for Innovation in Regulatory Science and as a Board Member of the Antimicrobial Resistance Industry Alliance, the United States Pharmacopoeia Quality Institute, and the Parenteral Drug Association. From 2019-2021, Ms. Autor was Global Head of Regulatory Excellence at AstraZeneca, where she led multiple regulatory functions for all AstraZeneca products globally. Before joining AstraZeneca, Ms. Autor served at Mylan N.V. from 2013-2019, where she was Head of Strategic Global Quality and Regulatory Policy and Head of Global Quality. Ms. Autor was a senior leader at FDA from 2001-2013, most recently as Deputy Commissioner for Global Regulatory Operations and Policy where she oversaw all FDA inspections, criminal investigations and international operations for human and veterinary drugs, biologics, medical devices, tobacco and food. Before that, Ms. Autor served as Director of the Office of Compliance of the Center for Drug Evaluation and Research, leading enforcement and policy making for compliance with all drug requirements, including drug approval; current good manufacturing practices (GMP); human subject protection and bioresearch monitoring (GCP); import and export; and recalls. Before joining FDA, Ms. Autor was a Trial Attorney in the Office of Consumer Litigation of the U.S. Department of Justice, where she litigated civil and criminal cases on behalf of FDA. Skills and Qualifications: •  General Management •  Biosciences, Pharmaceuticals •  Regulatory •  Compliance •  Legal J. Kevin Buchi has served on our Board of Directors since the Combination,Combination. He previously served as the CEO and a member of the board of directors of Biospecifics Technologies Corp., a biopharmaceutical company from October 2019 until April 2020. 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. From September 2020 until March 2021, Mr. Buchi 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 Greene has served on our Board of Directors since the Combination. Ms. Greene has been a Managing Director at Lazard since 2008, having been promoted to positions of increasing responsibility since joining Lazard in 1999. Throughout her tenure at Lazard, Ms. Greene has advised numerous clients on financial and strategic advisory assignments. These clients span a wide range 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 serves on the board of directors of Dress for Success, a global non-profit organization that promotes the economic independence of disadvantaged women. Ms. Greene received a BA 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. Skills and Qualifications: •  Corporate Development, Business Development, Mergers & Acquisitions •  Finance and Accounting •  Investment, Venture Capital     AMNEALPHARMACEUTICALS, INC.  |  20192024Proxy Statement      1923     Back to Contents JEFF GEORGE   Age 50 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 Managing Partner of Maytal Capital, a healthcare-focused private equity investment and advisory firm he founded in 2017, and an Operating Partner at Revival Healthcare Capital, a medical device-focused private equity firm. Between 2008 and 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. 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 Western 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 life science diagnostics, Dorian Therapeutics, a cell therapy biotech spun out of Stanford University, and MAPS PBC, late -stage CNS-focused private biopharma company where he serves as Chairman. He also serves on several non-profit boards including Education Opens Doors, where he is Chairman, the North Texas Food Bank, and YPO of Dallas. He previously served on the board of directors of AdvaMed, the medical device industry association, and Roam Analytics, an AI-driven healthcare software firm, and Wishbone Medical, a leader in pediatric orthopedic medical devices. He holds an M.B.A. from Harvard Business School, an M.A. from Johns Hopkins University’s School of Advanced International Studies (SAIS), and a B.A. degree from Carleton College.  Skills and Qualifications: •  CEO, General Management, Commercial •  Corporate Development, Business Development, M&A •  Investment, Private Equity •  International JOHN KIELY Age 65 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 www.amneal.com AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    24 Back to Contents TED NARK   Age 60 GAUTAM PATEL65   Age 46 Ted Nark has served on our Board of Directors since the Combination. Mr. Nark serves as Chairman of West Edge Partners, a lower middle market private equity firm based out of Los Angeles. 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   GAUTAM PATEL Age 51 Gautam Patel has served on our Board of Directors since the Combination. Mr. Patel has been a 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 a 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 Biosciences, Asana Biosciences LERETA, Envisics and AIONX Antimicrobial Technologies.Prolong Pharmaceuticals. 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   www.amneal.com  AMNEALPHARMACEUTICALS, INC.  |  20192024Proxy Statement      2025     Back to Contents DHARMENDRA RAMA Age 50 PETER R. TERRERI Age 61       Dharmendra RamaSHLOMO YANAI Age 71 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 Combination.pharmaceutical industry. 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.  RamaYanai 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 JHM Hotels, a predecessor company rankedAdama Industries from 2002 to 2006. Mr. Yanai currently serves 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 memberChairman of the Board of TrusteesLumenis Ltd., a Board member at Philip Morris, and a senior advisor to Moelis & Company. Mr. Yanai previously served as Vice Chairman of the Peace Center forRothschild Caesarea Foundation, Chairman of the Performing Arts.Board of Cambrex Corporation and director of Protalix Biotherapeutics, PDL BioPharma Inc., Perrigo Company, Sagent Pharmaceuticals, Elisra, Bank Leumi Lelsreal, and I.T.L. Optronics Ltd. and a Board member of W. R. Grace from 2018-2021. Mr. Rama receivedYanai also held various leadership positions in the Israel Defense Forces. Mr. Yanai is a BS from Johnson & Wales University,graduate of Harvard Business School’s AMP program. He holds a Master of Management in HospitalityPublic Administration degree from CornellGeorge Washington University and a B.A. degree from Tel Aviv University and is also 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.U.S. National Defense University – War College.   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   www.amneal.com AMNEALPHARMACEUTICALS, INC.  |  20192024Proxy Statement      2126     Back to Contents 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 Back to Contents Required Vote   Our Bylaws provide for a majority vote standard in uncontested elections of directors. Therefore, to be elected at our 20192024 annual meeting, which is an uncontested election, each nominee for director must receive the affirmative vote of athe majority of the votes cast with respect to such nominee by the holders of the shares of voting common stock voting in person, by 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.     AMNEALPHARMACEUTICALS, INC.  |  20192024Proxy Statement      2327     Back to Contents OurManagement   Executive Officers and Directors   Our executive officers and directors, their positions and their ages as of March 15, 2019,11, 2024, 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 BisaroAge 58 Executive Chairman of the Board of DirectorsPosition Chintu Patel 47 Co-Chairman of the Board of Directors52 Co-Chief Executive Officer, Director Chirag Patel 52 Co-Chairman of the Board of Directors Robert A. Stewart57 51 President, ChiefCo-Chief Executive Officer and President, Director Andrew Boyer 53 58 Executive Vice President, Chief Commercial OperationsOfficer-Generics Todd P. BranningAnastasios Konidaris 49 Senior57 Executive Vice President, Chief Financial Officer David A. BuchenJason B. Daly 54 50 Senior Vice President, Chief Legal Officer and Corporate Secretary Nikita Shah 41 Senior46 Executive Vice President, Chief Human Resources Officer Robert L. BurrPaul Meister 68 Lead Independent Director71 Chairman of the Board of Directors Emily Peterson Alva 44 49 Director Deb Autor 57 Director J. Kevin Buchi 63 68 Director Jean Selden GreeneJeff George 46 50 Director John Kiely 65 Director Ted Nark 60 65 Director Gautam Patel 46 51 Director Dharmendra RamaShlomo Yanai 50 Director Peter R. Terreri71 61 Director Janet S. Vergis 54 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.  |  20192024Proxy Statement      2428     Back to Contents   ANDREW BOYER   Executive Vice President, Chief Commercial OperationsOfficer-Generics   TODD P. BRANNINGANASTASIOS KONIDARIS   SeniorExecutive Vice President, Chief Financial Officer           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 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., 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. 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. BranningAnastasios Konidaris has served as our SeniorExecutive Vice President and Chief Financial Officer since January 22, 2019. BeforeAugust 2020. Prior to that, Mr. Branninghe was Senior Vice President and Chief Financial Officer since March, 2020. Mr. Konidaris previously served as Executive Vice President and Chief Financial Officer of the global generic medicines division at Teva Pharmaceutical Industries Ltd.,Alcresta Pharmaceuticals, a multinational generic pharmaceuticalsspecialty pharmaceutical company, from August 2016 tosince March 2018.2016. Prior to joining Teva,Alcresta, Mr. BranningKonidaris served as Senior Vice President Finance for Allergan plc,and Chief Financial Officer of Ikaria, a global pharmaceuticalbiotherapeutics company, from June 2013October 2011 to August 2016,May 2015. From 2007 to May 2011, 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 finance function supporting Allergan’s generics, brandedGlobal Finance Operations from 2005 to 2007. Earlier in his career, Mr. Konidaris held senior financial and wholesale distribution business.operational positions of increasing responsibility at Schering-Plough, Pharmacia, Rhone-Poulenc Rorer, Novartis, and Bristol-Myers Squibb. Since 2015, Mr. BranningKonidaris has also held financial leadership roles at PricewaterhouseCoopers LLP, PPG Industries,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 Merck & Co., Inc.Delcath Systems. Mr. BranningKonidaris received his BBA from the University of Miami andan MBA from Carnegie Mellon University. Mr. Branning is alsoDrexel University and a Certified Public Accountant and has completed a CFO certification program at The Wharton School at the University of Pennsylvania.B.S. from Gwynedd Mercy College.     AMNEALPHARMACEUTICALS, INC.  |  20192024Proxy Statement      2529     Back to Contents   DAVID A. BUCHENJASON B. DALY   Senior Vice President, Chief Legal Officer and Corporate Secretary       NIKITA SHAH   SeniorExecutive Vice President, Chief Human Resources Officer       David A. BuchenJason Daly is our Senior Vice President, Chief Legal Officer and Corporate Secretary, a position he has held since January 1, 2019.2022. Mr. BuchenDaly is responsible for all of ourleading Amneal’s global legal intellectual property and corporate compliance functions. From 2015 untilstrategies 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 joined Amneal,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. BuchenDaly 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 consultantkey executive, overseeing a team of commercial attorneys responsible for legal strategies related to patent settlements and authorized generics, pricing policies, REMS programs, the pharmaceutical industry, providing counsel to various globalcommercialization of the company’s brand and U.S. manufacturing, marketinggeneric medicines, and distribution companies.government affairs. Prior to establishing his consultancy,Teva, Mr. BuchenDaly served nearly a decade in various legal and commercial leadership positionsroles with the company now known as Allergan plc, including Executive Vice President Commercial, North American GenericsStraumann Group. Mr. Daly previously worked for law firms HinckleyAllen LLP 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 BauschWilmerHale LLP (f/k/a Hale & Lomb Surgical (formerly Chiron Vision Corporation) from November 1995 until November 1998Dorr LLP) and was an attorney witha law clerk to Judge Mary Lisi in the law firm of Fulbright & Jaworski, LLP.United States District Court in Providence, Rhode Island. Mr. Buchen received a BA in PhilosophyDaly holds academic degrees from the University of California, Berkeley in 1985, and a Juris Doctor with honors from George Washington UniversityPennsylvania Law School in 1989. 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 has served as our Executive Vice President, Chief Human Resources Officer since August 2020. Ms. Shah is responsible for overseeing Amneal’s Human Resources, Internal Communications and ESG (Environmental, Social and Governance) 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 since the Combination,from May 2018 to July 2020 and as Senior Vice President, Human Resources and Corporate Affairs 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.May 2018. 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.company. She also supported corporate M&A,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 Consulting.Deloitte. Ms. Shah received her master’sMaster’s degrees in accountingAccounting and auditingAuditing from Gujarat University, India. She is a certified public accountant.   www.amneal.com   AMNEALPHARMACEUTICALS, INC.  |  20192024Proxy Statement      2630     Back to Contents Executive 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 27 Executive Summary 28 Role of the Compensation Committee 29 Role of our Chief Executive Officer in Compensation Decisions 29 Peer Group Surveys and the Role of Our Compensation Consultant 29 Components of Executive Compensation 30 Base Salaries 30 Annual and Long-Term Incentive Awards 30 Annual Performance-Based Cash Incentive Compensation 31 Long-Term Incentive Compensation 32 Other Compensation and Benefits 33 Executive Severance and Change in Control Severance Benefits 34 Chief Executive Officer Compensation 34 Accounting and Tax Considerations 34 Executive Compensation Clawback Policy 34 Stock Ownership Guidelines for Executive Officers 34 Anti-Hedging Policy 35 Compensation Committee Interlocks and Insider Participation 35       Introduction In the paragraphs that follow, we will give an overview and analysis of our compensation program 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 2018 to the following executive officers: 2018 NAMED EXECUTIVE OFFICERS Name Position Robert A. Stewart(1) President and Chief Executive Officer Bryan Reasons(2) Former Senior Vice President and Chief Financial Officer Paul Bisaro(3) Executive Chairman, former Chief Executive Officer Andrew Boyer(4) Executive Vice President, Commercial Operations Sheldon Hirt(5) Former Senior Vice President, General Counsel and Corporate Secretary Nikita Shah(6) Senior 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 Executive Officer of the Company upon the completion of the Combination.   AMNEAL PHARMACEUTICALS, INC.  |  2019 Proxy Statement  27 Back to Contents (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.” 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 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. 31 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 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, we believe that the compensation program has been instrumental in helping the Company achieve financial and strategic goals, as evidenced by the following: 2018 Financial Performance (in thousands, except per share data) • Combined net revenue1of $1,861,473 • Combined adjusted net income1of $293,702 • Combined adjusted EBITDA1of $584,280 • Combined adjusted diluted EPS1of $0.98 From a strategic perspective, 2018 was a year of significant accomplishments. Business Combination and Integration • 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 goal Operational Execution • We led 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 • We achieved strong net sales growth with our Rytary® and Unithroid® products in our Specialty segment 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. www.amneal.com    AMNEALPHARMACEUTICALS, INC.  |  2019Proxy Statement  28 Back to Contents 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 to the compensation of our Executive Chairman and Chief Executive Officer, the Compensation Committee makes recommendations to the Board of Directors, which makes decisions 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	33
	Role of Our Compensation Consultant” below. Role of our ChiefCo-Chief Executive OfficerOfficers in Compensation Decisions Regarding most compensation matters, including executive compensation and our annual and long-term incentive plans, our Chief Executive Officer provides recommendations to the Compensation Committee. 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 the Executive Chairman nor Chief Executive Officer 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 Executive Chairman and Chief Executive Officer 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.		34
	Peer Group Surveys and the Role of Our Compensation Consultant Our Compensation Committee does not rely solely on surveys of compensation paid to similar executives in order to determine annual and long-term compensation for our named executive officers. However, in light of the compensation objectives described above, the AMNEAL PHARMACEUTICALS, INC.  |  2019 Proxy Statement  29 34 Back to Contents 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 than that of non-executives and non-senior managers 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.		35
	Base Salaries We have entered into employment agreements with all of our named executive officers other than Mr. Hirt and Ms. Shah. For each of the named executive officers, including our Chief Executive Officer, the executive officer’s base salary is subject to annual increase at the discretion of 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 reviews peer group surveys as an independent measure to confirm that any adjustments are 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 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		35
	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 www.amneal.com  AMNEALPHARMACEUTICALS, INC.  |  2019Proxy Statement  30 35 Back to Contents 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 compensation should be tied to the achievement of the Company’s goals and that individual’s performance goals in the form of an annual cash incentive payment. The cash incentive payment is calculated as set forth below. Annual Incentive Target Amount x Company Performance Achievement Level x Individual Performance Modifier = Incentive Payment Targets vary based on level and are expressed as a percentage of base salary 2018 Company performance is measured based on achievement against adjusted EBITDA goal, up to 150% of target Incentive payouts may be adjusted up or down (0%-150%) based on individual performance 36 The Compensation Committee has chosen combined adjusted EBITDA (which we define as net income before net interest expense, income taxes, depreciation and amortization (EBITDA), as adjusted for certain other items described in our SEC filings, including stock-based compensation expense, acquisition and site closure expenses, restructuring and asset-related charges, loss on extinguishment of debt, inventory related charges, litigation, settlements and related charges, losses or gains on sales of assets, asset impairment charges, amortization of upfront payments, royalty expenses, foreign exchange losses or gains, loss on sale of international operations, 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. The Compensation Committee has selected adjusted EBITDA as the performance measure for the annual cash incentive plan because 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 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 Adjusted 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 AMNEAL PHARMACEUTICALS, INC.  |  2019 Proxy Statement  31 Back to Contents events. No such adjustments were made for 2018. Subject to the provisions of an applicable employment agreement, executives generally must be employed on the last day of a plan year to receive an annual cash incentive award. The Compensation Committee may, however, at its discretion, pro rate 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%   The fiscal 2018 combined adjusted EBITDA threshold, target and maximum performance objectives were $312.5 million, $625 million and $937.5 million. Our Company’s fiscal 2018 combined adjusted EBITDA was $584.3 million, or 94% of the target amount. The 2018 annual performance-based cash incentive program also provides for an individual performance modifier which may adjust up or down 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.     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 based awards and dividend equivalent awards to employees, non-employee directors and consultants. For 2018, our long-term incentive compensation program was comprised of two components: restricted stock units and stock options. We grant stock options to incentivize stock price performance as they have value only to 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 us on the date the restrictions lapse. For those named executive officers with employment agreements (as discussed below), the specific ratio of stock options and restricted stock units awarded in 2018 was the result of individual negotiations. For our other named executive www.amneal.com  AMNEALPHARMACEUTICALS, INC.  |  2019Proxy Statement  32 37 Back to Contents 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. 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 to our named executive officers and certain other members of senior management. The stock options have an exercise price equal to the closing market price of the Company’s Class A common stock on the date of grant. In 2018, stock option grants were made in May, following the closing of the Combination. We expect to make future annual stock option grants in March. New hire stock option grants are made within a certain amount of time after commencement of employment. The stock options vest in four equal installments on the first, second, third and fourth anniversary of the date of grant, subject to cancellation or acceleration as provided in the individual stock option agreements. The number of stock options granted to each executive officer and senior manager is based upon the grant date fair value of the stock options. 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. Benefits offered to our named executive officers are 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. 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, matching contributions were based only on the first $275,000 of such participant’s compensation). Matching contributions become fully vested after 3 years of employment with the Company. AMNEAL PHARMACEUTICALS, INC.  |  2019 Proxy Statement  33 39 Back to Contents 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		39
	Consideration of executive severance and change in control severance benefits, our rationale for offering those benefits and the triggers for payments, see “Management Employment Agreements—Severance Benefits” below. 2023 Say-on-Pay Vote		39
	Chief Executive Officer Compensation 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.		39
	Executive Compensation Clawback Policy We do not currently have an executive compensation clawback policy. However, the Compensation Committee plans to adopt a clawback policy after the SEC issues final rules implementing the clawback provisions set forth in the Dodd-Frank Wall Street Reform and Consumer Protection Act. As of the end of 2018, the SEC had not yet issued final rules.		39
	Stock Ownership Guidelines for Executive Officers		40
	Anti-Hedging Policy		40
	Report of the Compensation Committee		40

Executive Summary

In the paragraphs that follow, we provide an overview and analysis of our compensation programs 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 2023 to the following executive officers:

2023 NAMED EXECUTIVE OFFICERS

 

In order

Name	Position
Chirag Patel	Co-Chief Executive Officer and President
Chintu Patel	Co-Chief Executive Officer
Anastasios Konidaris	Executive Vice President and Chief Financial Officer
Andrew Boyer	Executive Vice President, Chief Commercial Officer - Generics
Nikita Shah	Executive Vice President, Chief Human Resources Officer
Jason Daly	Senior Vice President, Chief Legal Officer and Corporate Secretary

Throughout this proxy statement we refer to these individuals as our “named executive 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.

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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 managementexecutive officers with the interests of our stockholders, with the ultimate objective of increasing stockholder value.

The Compensation Committee aims to provide incentives for performance in a given year and over a sustained period by paying 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-based incentive and equity-based long-term incentive awards.

We believe that the compensation program has been instrumental in helping the Company achieve financial and strategic goals, as evidenced by the following:

2023 Financial Performance and Operational Execution

We are a diversified and growing pharmaceutical company across each of our three business segments, Generic (which includes Retail, Injectables and Biosimilars), Specialty and AvKARE both in the U.S. and Internationally. Our Company’s mission centers on improving access to affordable, high-quality, and innovative medicines across these areas. 2023 was a robust year of growth, outstanding execution, and further diversification of our business as we expanded into new high growth areas. During 2023, we:

•	Launched 39 new Generics products as the portfolio continues to shift towards more complex, non-oral solid products;
•	Successfully commercialized our first three biosimilars, ALYMSYS®, RELEUKO® and FYLNETRA®, in their first year post launch, and added two biosimilars to the pipeline;
•	Received approval for a number of high-value injectable products as we requirefurther expand our injectables portfolio;
•	Delivered continued growth in key Specialty products, including RYTARY® and UNITHROID®, added ONGENTYS® to expand our portfolio, and continued to advance our Specialty pipeline, including IPX203 for the treatment of Parkinson’s Disease;
•	Drove continued, strong double-digit growth in our durable AvKARE distribution business in the U.S.; and
•	Expanded our international presence as we launched three new business areas in India: Opthalmology, Diagnostics and Oncology, received approval for our first products in China and finalized numerous global partnerships for distributing our medicines

These achievements contributed to strong 2023 performance, highlighted by revenue growth of 8.0% and Adjusted EBITDA growth of 8.6%, in both cases as compared to 2022, and reflects durable growth as both top and bottom-line metrics have grown consistently each year since 2019.

The Company’s balance sheet is strong as we successfully refinanced our debt and extended maturities to 2028. In addition, during 2023, we reorganized our corporate structure which is expected to drive significant cash savings for the Company. Furthermore, we finished 2023 with net leverage of 4.8x, which is down from 7.4x in 2019. We look to achieve our target of below 4.0x net leverage in 2025.

		Full-Year 2023 Results*				Full-Year 2022 Results*
Net Revenue		$	2,394			$	2,212
Net Loss		$	(84	)		$	(130	)
Diluted EPS		$	(0.48	)		$	(0.86	)
Adjusted Net Income		$	198			$	208
Adjusted EBITDA		$	558			$	514
Adjusted Diluted EPS		$	0.64			$	0.68

*	In millions, except per share data

Adjusted net income, adjusted EBITDA, adjusted diluted EPS and net leverage 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.

Amneal delivered positive TSR for the year on a percentage basis, exceeding the Russell 2000 Index, Nasdaq Composite Total Return Index and Dow Jones U.S. Select Pharmaceuticals Index during 2023. Set forth below is a line graph comparing the change in the cumulative total shareholder return on our Class A common stock with the cumulative total returns of the Nasdaq Composite Total Return Index, the Russell 2000 Index and the Dow Jones U.S. Select Pharmaceuticals Index for the period from December 31, 2018 to December 31, 2023, assuming the investment of $100 on December 31, 2018, and the reinvestment of dividends.

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Comparison of Cumulative Five Year Total Return

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. The Compensation Committee annually evaluates the performance of, and evaluates the compensation of, our Co-Chief Executive Officers 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 and makes recommendations to the full Board, 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 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 Co-Chief Executive Officers in Compensation Decisions

Regarding most compensation matters, including executive compensation and our annual and long-term incentive plans, Chirag Patel, our Co-Chief Executive Officer and President, and Chintu Patel, our Co-Chief Executive Officer, evaluate the performance of our other executive officers and make recommendations to the Compensation 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 exercises its judgment to make final compensation determinations.

Neither of the Co-Chief Executive Officers participates in the decision making regarding his own compensation. Our Compensation Committee reports the compensation decisions it has made with respect to our executive officers other than our Co-Chief Executive Officers to the Board of Directors.

Peer Group Surveys and the Role of Our Compensation Consultant

The Compensation Committee engages an independent compensation consultant who acts as a strategic advisor to the Compensation Committee, providing objective analysis and expertise on matters related to executive compensation programs and governance. Since 2022, the Compensation Committee has engaged Meridian as the committee’s independent compensation consultant.

Each year the Compensation Committee reviews and evaluates the independence of its compensation consultant and considers several factors in determining their independence. For 2023, the Compensation Committee evaluated the following factors in determining Meridian’s independence:

•	Meridian’s services are limited to their scope of work as the Compensation Committee’s independent compensation consultant.
•	The fees paid to Meridian represented less than 1% of Meridian’s total annual revenue.
•	Meridian maintains policies and procedures which are designed to prevent conflicts of interest including a Code of Business Conduct and Ethics Policy as well as an Insider Trading and Stock Ownership Policy.
•	There were no business or personal relationships between Meridian’s individual compensation advisor with any Compensation Committee member nor any executive officer of the Company.

Further, in assessing Meridian’s independence from management in providing executive compensation services to the Compensation Committee, the Compensation Committee considered that Meridian is only engaged by, takes direction from, and reports to, the Compensation Committee and only the Compensation Committee has the right to terminate or replace Meridian as its compensation consultant. For 2023, the Compensation Committee evaluated whether any work provided by Meridian raised any conflict of interest and, based on the foregoing, determined that it did not.

Peer Group Companies and Survey Data

Our Compensation Committee finds comparative data from our peer group to be helpful in setting and adjusting executive compensation, but it does not target our programs or any particular element of compensation to be 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 relation to our peers, and applies judgment and discretion in establishing targeted compensation levels taking into account not only competitive market data but also the experience of the executive, scope of responsibility, critical skill sets and expertise.

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 representation from appropriate industries, financial metric comparisons (such as revenue, EBITDA, market capitalization and financial growth), number of employees and location. With respect to the composition of the peer group used to evaluate 2023 executive compensation, the Compensation Committee also sought representation from companies with generic, specialty and biosimilar products as our own mix of products across these categories continues to evolve. In September of 2022, in consideration of these factors and the recommendation of its independent compensation consultant, the Compensation Committee removed OPKO Health and added ANI Pharmaceuticals, Inc., Coherus BioSciences, Inc., Eagle Pharmaceuticals, Inc., Mallinckrodt plc, Neurocrine Biosciences, Inc., Organon & Co, Pacira BioSciences, Inc., Teva Pharmaceutical Industries Limited and Viatris Inc. to the 2023 compensation peer group.

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Our 2023 peer group consisted of the following publicly traded companies:

•  Alkermes plc		•  Mallinckrodt plc*
•  Amphastar Pharmaceuticals, Inc.		•  Neurocrine Biosciences, Inc.*
•  ANI Pharmaceuticals, Inc.*		•  Organon & Co.*
•  Coherus BioSciences, Inc.*		•  Pacira BioSciences, Inc.*
•  Eagle Pharmaceuticals, Inc.*		•  Perrigo Company plc
•  Emergent BioSolutions Inc.		•  Prestige Consumer Healthcare Inc.
•  Endo International plc		•  Supernus Pharmaceuticals, Inc.
•  Horizon Therapeutics Public Limited Company		•  Teva Pharmaceutical Industries Limited*
•  Jazz Pharmaceuticals plc		•  United Therapeutics Corporation
•  Lannett Company, Inc.		•  Viatris Inc.*

*	New addition in September 2022.

At the time of the Compensation Committee’s September 2022 peer group review, Amneal approximated the 65^th, 25^th and 40^th percentiles for revenue, market capitalization and enterprise value, respectively, relative to the 2023 compensation peer group.

Components of Executive Compensation

Consistent with its pay for performance philosophy, the Compensation Committee believes that it is important to place a greater percentage of executives’ and senior managers’ compensation at risk than that of non-executives and non-senior managers. 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

The base salary component of our executive compensation program is fixed cash compensation that is based on role, scope of responsibility, experience, previous performance, and competitive pay practices. On an annual basis, the Compensation Committee reviews peer group as well as other compensation survey data as an independent measure to confirm that base salary levels remain reasonable and competitive.

The base salaries of our named executive officers as of December 31, 2022 and December 31, 2023, respectively, are reflected in the accompanying table. After two years of no change in the base salaries of the named executive officers, and taking into account factors, including market data regarding base salary changes, the Compensation Committee approved increases to the base salary of each of our named executive officers excluding our Co-CEOs and Mr. Boyer.

Name		2022 Base Salary				2023 Base Salary				% Increase				Reason for Change
Chirag Patel		$	750,000			$	750,000				—
Chintu Patel		$	750,000			$	750,000				—
Anastasios Konidaris		$	550,000			$	566,500				3.0	%		Merit
Andrew Boyer		$	600,000			$	600,000				—
Nikita Shah		$	485,000			$	499,550				3.0	%		Merit
Jason Daly		$	435,000			$	478,500				10.0	%		Merit, Market Adjustment

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 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.

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Annual Performance-Based Cash Incentive Compensation

The Compensation Committee believes that, 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% of target and the maximum performance level is 125% of target; the associated company performance multiplier ranges from 25% to 150%.

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

Annual Incentive Target Amount	x	Company Performance Multiplier	x	Individual Performance Multiplier	=	Incentive Payment
Targets vary based on level and are expressed as a percentage of base salary		Full year 2023 Company performance is measured based on achievement against adjusted EBITDA goal		Individual performance multiplier can range from 0%-150%

The Compensation Committee historically has chosen adjusted EBITDA as 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, and depreciation and amortization (“EBITDA”), as adjusted for certain other items described in our SEC filings, including stock-based compensation expense, acquisition, site closure and idle facility expenses, restructuring and other charges, net charges related to legal matters, asset impairment charges, foreign exchange losses or gains, change in fair value of contingent consideration, and insurance recoveries for property losses and associated expenses. Please see “Appendix A – Non-GAAP Measures” for more information, including reconciliations to the most directly comparable GAAP measure.

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 long-term return to stockholders. We believe that adjusted EBITDA is helpful in assessing the overall performance of our business and is helpful in highlighting trends in our overall business because the extraordinary or one-time items excluded in calculating adjusted EBITDA have little or no bearing on our day-to-day operating performance. We also believe that adjusted 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.

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 events. Subject to the provisions of an applicable employment agreement, executives generally must be employed at the time of payout to receive an annual cash incentive award. The Compensation Committee may, however, at its discretion, prorate awards in the event of certain circumstances such as the executive’s promotion, demotion, death or retirement.

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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
Chirag Patel		25%		100%		150%
Chintu Patel		25%		100%		150%
Anastasios Konidaris		13.75%		55%		82.5%
Andrew Boyer		20%		80%		120%
Nikita Shah		13.75%		55%		82.5%
Jason Daly		12.5%		50%		75%

The fiscal 2023 combined adjusted EBITDA threshold, target and maximum performance objectives were $437.75 million, $515 million and $643.75 million, respectively. Our Company’s fiscal 2023 reported adjusted EBITDA was $558 million; furthermore, for purposes of determining performance under the 2023 annual cash incentive plan, the Compensation Committee reviewed and approved, as permitted under the plan, an additional $12 million adjustment to the reported 2023 adjusted EBITDA measure for certain regulatory developments deemed to be outside of management’s control. This resulted in achievement of 110.7% of target and a 121.4% Company performance multiplier.

The 2023 annual performance-based cash incentive program also provides for an individual performance multiplier, which ranges from 0% to 150% based on an individual’s performance during the year. In assessing the performance of our NEOs, other than our co-CEOs, the Compensation Committee, with the input of our co-CEOs, considered each officer’s performance against the goals of their respective functions, as well as the executive’s contribution to achievement of our corporate goals. The individual multipliers ranged from 100% to 120%.

Name		2023 Base Salary			Annual Incentive Target %		Annual Incentive Target $			X		Company Performance Multiplier %		X		Individual Performance Multiplier %		=		Final AIP Payout $			AIP Payout % of Target
Chirag K. Patel		$	750,000		100%		$	750,000				121.4%				100%				$	910,500		121.4%
Chintu Patel		$	750,000		100%		$	750,000				121.4%				100%				$	910,500		121.4%
Anastasios Konidaris		$	566,500		55%		$	311,575				121.4%				120%				$	453,902		145.7%
Andrew Boyer		$	600,000		80%		$	480,000				121.4%				100%				$	582,720		121.4%
Nikita Shah		$	499,550		55%		$	274,753				121.4%				100%				$	333,550		121.4%
Jason Daly		$	478,500		50%		$	239,250				121.4%				100%				$	290,450		121.4%

In determining the individual performance modifier for the named executive officers other than Mr. Konidaris, the Compensation Committee considered that, for 2023, each of the executives met the goals of their respective functions and contributed to the achievement of the Company’s corporate goals. In approving the 120% individual performance modifier for Mr. Konidaris, the Compensation Committee took into consideration, among other things, (1) that Amneal exceeded all of its budgeted financial metrics for 2023, (2) the successful refinancing of a $2.35 billion term loan, the effect of which is to extend the maturity date of an equivalent principal amount of term loans under Amneal’s existing term loan credit agreement to May 4, 2028, and (3) the work performed in support of the Company’s closing of the Reorganization.

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. Amended and Restated 2018 Incentive Award Plan (the “2018 Incentive Award Plan”) authorizes the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock or cash-based awards and dividend equivalent awards to employees, non-employee directors and consultants.

Our long-term incentive compensation program for 2023 for the named executive officers was comprised of two components: performance-based restricted stock units (“PSUs”) and restricted stock units (“RSUs”).

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•	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 own ourdeliver superior long-term results.
•	Restricted stock units.We grant restricted stock unit awards as seta 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 2023, 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 of their long-term incentive compensation in the form of PSUs. The mix of different types of awards is generally intended to combine the retention and downside risk benefits inherent in restricted stock units with the incentive and stockholder value creation benefits inherent in performance-based restricted stock units.

In addition, in order to preserve share capacity under the 2018 Incentive Award Plan, for our 2023 long-term incentive program, the Company utilized the 2022 12-month stock price average in setting the grant price for all equity awards. This 2022 12-month average stock price was $3.27, as compared to an actual date of grant closing price of $1.92. Consequently, grant date fair values for awards under our 2023 long-term incentive plan were only 59% of targeted values. The Company expects to revert back to its historic methodology of using the closing market price of our common stock on the date of grant for setting the grant price with respect to awards under the 2024 long-term incentive plan.

Considerations Regarding the Co-Chief Executive Officers’ 2023 Long-Term Incentive Compensation Awards

The Compensation Committee forms its recommendation regarding the long-term incentive compensation for the Co-Chief Executive Officers following an in-depth assessment of numerous factors and developments and in consideration of its “pay for performance” philosophy. In making its determinations, the Compensation Committee has historically approached the Co-Chief Executive structure by evaluating the total compensation of the top two executives at peer companies.

With respect to the long-term incentive awards made to the Co-Chief Executive Officers in 2023, the Compensation Committee initially targeted a total long-term incentive compensation package for each of the Co-Chief Executive Officers of $2.4 million solely in the form of PSUs, representing a below-market value lower than the 25^th percentile of the Company’s peer group companies. Given the economic headwinds impacting the Company’s share price development, for fiscal year 2023, the Co-Chief Executive Officers proposed, and the Compensation Committee agreed, that the Co-Chief Executive Officers would be awarded half of the targeted long-term incentive award, or $1.2 million, an amount that resulted in total annual compensation significantly below the Company’s peer group median. This proactive proposal to reduce the value of the Co-Chief Executive Officers’ long-term incentive award for 2023 was further affected by the Company’s decision to use the 12-month average stock price for FY 2022 ($3.27) in setting the grant price for 2023 long-term incentive awards. This award pricing methodology, coupled with the use of a Monte Carlo valuation, further reduced the fair market value of the Co-Chief Executive Officers’ long-term incentive awards to approximately $664,000 each, as reflected in the Summary Compensation Table.

The following table sets forth the total grant value and components mix determined for issuance to our named executive officers in 2023:

Name		Value of 2023 Awards(1)				% PSUs		% RSUs
Chirag Patel		$	1,200,000			100%
Chintu Patel		$	1,200,000			100%
Anastasios Konidaris		$	1,500,000			50%		50%
Andrew Boyer		$	1,300,000			50%		50%
Nikita Shah		$	1,200,000			50%		50%
Jason Daly		$	1,000,000			50%		50%

(1)	Values in the table represent the determined grant value. Actual awards were based on this value using the 2022 twelve-month average closing stock price, which was $3.27.

Restricted Stock Unit Awards

In 2023, annual restricted stock unit grants were made in March for all of the named executive officers, other than our Co-Chief Executive Officers, who received no restricted stock unit grants. All of 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 named executive officer in 2023 was based upon the 2022 twelve-month average closing stock price. For additional details on this award, see “Executive Compensation—Management Employment & Separation Agreements” below.

 

Position

Minimum Ownership Guideline Performance-Based Restricted Stock Unit Awards In 2023, our named executive officers were granted PSU awards in March. These awards will be earned at a rate of 0% and 200% of the target award amounts based on the Company’s achievement of a stock price growth target relative to the 30-day average closing stock price preceding the grant date, which was $2.34, during the performance period from March 1, 2023 until February 28, 2026. A payout of 75% of the target award is earned at the achievement of 150% of the stock price growth target based on the trailing average closing stock price of our common stock over the 60 calendar days preceding February 28, 2026, and a payout of 200% of the target award if the average closing stock price is 300% or greater of the stock price growth target. Any earned awards vest in full at the end of such performance period, subject to cancellation or acceleration as provided in the individual performance-based restricted stock unit award agreements. The number of PSUs granted to each named executive officer is based upon the 2022 twelve-month average closing stock price. www.amneal.com AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    38 Chief Executive Officer Back to Contents Performance-Based Restricted Stock Unit Award Determinations for 2023 In 2021, Messrs. Chirag Patel, Chintu Patel, Boyer and Konidaris and Ms. Shah were granted Performance-Based Restricted Stock that would vest based on achievement of an absolute stock price target. Actual performance during the three-year performance period of March 1, 2021 through February 28, 2024 was below the absolute stock price threshold of $8.00, resulting in no payout. As a result, the underlying awards were cancelled. 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. Most benefits offered to our named executive officers are generally the same as those offered to the general employee population. 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 2022, matching contributions were based only on the first $305,000 of such participant’s compensation in accordance with Internal Revenue Code limitations). Matching contributions generally become fully vested after three years of employment with the Company. 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 Upon a Change in Control” below. Consideration of 2023 Say-on-Pay Vote At the 2023 Annual Meeting of Stockholders, our “say-on-pay” advisory vote received 98.4% 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. 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. Executive Compensation Clawback Policy Effective October 2, 2023, the Compensation Committee adopted our Clawback Policy to comply with applicable listing standards, which implements the final rule promulgated by the SEC for recovery of erroneously awarded compensation. The Clawback Policy requires recovery of any excess incentive-based compensation from any current or former executive officers subject to Section 16 of the Exchange Act (“Section 16”) following a restatement of financial information that affects a financial measure used to determine such incentive-based compensation. The excess amount is any such amount by which the affected incentive-based compensation exceeds the compensation that would have been received by the executive officer, without regard to any taxes paid, had the applicable financial measure not been subject to error. Under the Clawback Policy, our Compensation Committee determines the method of recovery, and recovery may be deemed impractical only in limited circumstances enumerated in the Nasdaq listing standards. AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    39 Back to Contents 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 Co-Chief Executive Officers 6x base salary Other Executive Officers 2x 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. 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. www.amneal.com  AMNEALPHARMACEUTICALS, INC.  |  2019Proxy Statement  34 Back to Contents 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 from entering into hedging transactions related to Company stock. Compensation Committee Interlocks and Insider Participation No member 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. 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 owned directly or by immediate family members residing in the same household (or through trusts for their benefit) and underlying restricted stock and restricted stock units (whether or not vested), but exclude shares underlying unexercised stock option awards and unearned performance awards. All of our named executive officers are in compliance with these requirements. AMNEAL PHARMACEUTICALS, INC.  |  2019 Proxy Statement  35 Back to Contents Reportof the Compensation Committee See “Corporate Governance—Director Compensation—Director Stock Ownership Guidelines” above for a description of stock ownership guidelines we have adopted for our non-employee directors. 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. Report of 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, 2023. This report is provided by the following directors, who comprise the committee. Compensation Committee: Ted Nark (Chair) Jeff George Paul Meister Shlomo Yanai www.amneal.com AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    40 Back to Contents Summary Compensation Table The following table shows the compensation of our named executive officers for the periods presented. The sum and/or computation of individual numerical amounts disclosed in the following table and related footnotes may not equal the total due to rounding. Name and Principal Position   Year   Salary ($)   Bonus ($)   Stock Awards(1) ($)   Option Awards ($)   Non-Equity Incentive Plan Compensation ($)   All Other Compensation(2) ($)   Total ($) Chirag Patel   2023   750,000   —   664,219   —   910,500   45,666   2,370,386 Co-Chief Executive Officer and President   2022   750,000   —   3,605,796   —   652,500   39,814   5,048,110   2021   724,038   —   3,266,406   —   757,500   37,172   4,785,116 Chintu Patel   2023   750,000   —   664,219   —   910,500   42,833   2,367,553 Co-Chief Executive Officer   2022   750,000   —   3,605,796   —   652,500   54,436   5,062,732     2021   724,038   —   3,266,406   —   757,500   50,881   4,798,825 Anastasios Konidaris   2023   563,327   —   855,505   —   453,902   18,531   1,891,266 EVP & Chief Financial Officer   2022   550,000   —   1,876,807   —   289,493   16,886   2,733,186     2021   550,000   —   1,770,757   —   326,912   16,327   2,663,996 Andrew Boyer   2023   600,000   —   741,438   —   582,720   18,531   1,942,689 EVP, Chief Commercial Officer - Generics   2022   600,000   —   1,626,572   —   438,480   16,886   2,681,937   2021   600,000   —   1,534,657   —   484,800   16,406   2,635,863 Nikita Shah   2023   496,752   —   684,403   —   333,550   18,528   1,533,232 EVP, Chief Human Resources Officer   2022   485,000   —   1,501,454   —   255,519   16,886   2,258,859     2021   483,789   —   1,416,601   —   307,136   16,169   2,223,694 Jason Daly   2023   470,135   —   570,336   —   290,450   18,476   1,349,396 Senior Vice President, Chief Legal Officer & Secretary   2022   401,538   175,000   938,409   —   189,225   16,765   1,720,937 (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 the financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. This report2023. For the PSU awards granted in 2023, the value of the awards as of the grant date, assuming that the highest level of performance achievement would be achieved (which is provided by200% of target), for Mr. Chirag Patel, Mr. Chintu Patel, Mr. Konidaris, Mr. Boyer, Ms. Shah and Mr. Daly would be $1,328,439, $1,328,439, $830,276, $719,573, $664,219 and $553,516, respectively. (2) The amounts shown in this column for 2023 consist of the following directors, who comprisecomponents:   Name   Company 401(k) Match ($)   Life and Disability Insurance Premiums Paid by Company ($)   Cost for Personal Use of Driver and Company Car(1) ($)   Total ($)   Chirag Patel   16,500   2,031   27,135   45,666   Chintu Patel   16,500   2,031   24,302   42,833   Anastasios Konidaris   16,500   2,031   —   18,531   Andrew Boyer   16,500   2,031   —   18,531   Nikita Shah   16,500   2,028   —   18,528   Jason Daly   16,500   1,976   —   18,476 (1) We own a car and employ a driver for the committee. exclusive use of each of Mr. Chirag Patel and Mr. Chintu Patel. Although the majority of the driver’s services (and, therefore, the costs associated with the car) are for business purposes, we allow for use of the car and driver for personal purposes - generally for daily commute - as we believe this accommodation enables increased productivity during this time. We calculated the incremental cost to us for the personal use of the Company car and driver based on the costs associated with the car, its operation, and a portion of the driver’s compensation equivalent in proportion to the time the car is used for personal purposes.   Compensation Committee: Ted Nark (Chair) Janet S. Vergis Robert L. Burr Gautam Patel AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    41 Back to Contents Grants of Plan Based Awards in 2023 The following tables set forth information about non-equity and equity awards granted to the named executive officers in fiscal 2023.   www.amneal.com  AMNEALPHARMACEUTICALS, INC.  |  2019Proxy Statement  36         Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)   Estimated Future Payouts Under Equity Incentive Plan Awards(2)   All Other Stock Awards: Number of Shares of   Grant Date Fair Value of Stock and Name   Grant Date   Threshold ($)   Target ($)   Maximum ($)   Threshold (#)   Target (#)   Maximum (#)   Stock or Units(3) (#)   Option Awards(4) ($) Chirag Patel                                     2023 Annual Cash Incentive       187,500   750,000   1,125,000                     PSU Grant   3/3/23               183,486   366,972   733,944       664,219 Chintu Patel                                     2023 Annual Cash Incentive       187,500   750,000   1,125,000                     PSU Grant   3/3/23               183,486   366,972   733,944       664,219 Anastasios Konidaris                                 2022 Annual Cash Incentive       77,894   311,575   467,363                     PSU Grant   3/3/23               114,679   229,358   458,716       415,138 RSU Grant   3/3/23                           229,358   440,367 Andrew Boyer                                     2023 Annual Cash Incentive       120,000   480,000   720,000                     PSU Grant   3/3/23               99,389   198,777   397,554       359,786 RSU Grant   3/3/23                           198,777   381,652 Nikita Shah                                     2023 Annual Cash Incentive       68,688   274,753   412,129                     PSU Grant   3/3/23               91,743   183,486   366,972       332,110 RSU Grant   3/3/23                           183,486   352,293 Jason Daly                                     2023 Annual Cash Incentive       59,813   239,250   358,875                     PSU Grant   3/3/23               76,453   152,905   305,810       276,758 RSU Grant   3/3/23                           152,905   293,578 (1) The amounts shown in these columns reflect the corporate performance targets under our annual performance-based cash incentive plan. “Threshold” equals 25% 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 2023 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. Back to Contents ExecutiveCompensation Summary Compensation Table (3) The following table showsnumber of shares shown reflects the compensation of our named executive officers for2023 restricted stock unit awards under the periods presented. For Messrs. Stewart, Boyer2018 Incentive Award Plan. The restricted stock unit awards made in 2023 vest in four equal installments on the first, second, third and Hirt and Ms. Shah, we report compensation from the completionfourth anniversary of the Combination to the enddate 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)grant, assuming continued employment. (4) 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   AMNEAL PHARMACEUTICALS, INC.  |  2019 Proxy Statement  37 Back to Contents (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. www.amneal.com  AMNEALPHARMACEUTICALS, INC.  |  2019Proxy Statement  38 Back to Contents 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 Back to Contents 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) aneach stock award of restricted stock units having agranted 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, 2023. As the PSUs were subject to market-based vesting conditions, the grant date fair value equal to $2.5 million (the “Additional RSUs” and with the Sign-on RSUs, the “Stewart RSUs”). www.amneal.com  AMNEALPHARMACEUTICALS, INC.  |  2019Proxy Statement  40 Back to Contents 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 followingwas determined using 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 Back to Contents 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 ofMonte-Carlo simulation model, which is payable on May 3, 2019 anda probabilistic approach for estimating 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 awardthe PSUs for purposes of restricted stock units having a grant date fair value equal to $1.5 million (the “Initial Bisaro RSUs”). accounting under FASB ASC Topic 718.   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. www.amneal.com  AMNEALPHARMACEUTICALS, INC.  |  2019 www.amneal.com AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement      42 Back to Contents 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. Andrew Boyer Andrew Boyer is party to an Employment Agreement, effective as of February 5, 2018, by and among Amneal, Amneal Holdings, LLC and Mr. Boyer (the “Boyer Employment Agreement”). The initial term of the Boyer Employment Agreement began on February 5, 2018 and expires on June 30, 2021, unless further extended or earlier terminated as provided in the Boyer Employment Agreement. The Boyer 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 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 Back to Contents 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, 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.     (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 $13.53. Back to Contents Outstanding Equity Awards at December 31, 2023     Option Awards   Stock Awards Name   Number of Securities Underlying Options that are Exercisable (#)   Number of Securities Underlying Options that are Unexercisable (#)   Option Exercise Price ($)   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                                             0(7)   —                             289,855(8)   1,759,420                             733,944(9)   4,455,040 Chintu Patel   24,977   —   15.01   5/7/28                     28,044   —   14.05   5/6/29                                             0(7)   —                             289,855(8)   1,759,420                             733,944(9)   4,455,040 Anastasios                   87,720(2)   532,460         Konidaris                   72,394(3)   439,432   0(7)   —                     135,870(4)   824,731   90,580(8)   549,821                     229,358(5)   1,392,203   458,716(9)   2,784,406 Andrew Boyer   272,480   —   2.75   5/7/28                     100,553   —   2.75   3/1/29                                     31,663(6)   192,194                             62,742(3)   380,844   0(7)   —                     117,754(4)   714,767   78,503(8)   476,513                     198,777(5)   1,206,576   397,554(9)   2,413,153 Nikita Shah   36,331   —   2.75   5/7/28                     95,525   23,882 (2)  2.75   3/1/29                                     35,620(6)   216,213                             57,915(3)   351,544   0(7)   —                     108,696(4)   659,785   72,464(8)   439,856                     183,486(5)   1,113,760   366,972(9)   2,227,520 Jason Daly                   67,935(4)   412,365   45,290(8)   274,910                     152,905(5)   928,133   305,810(9)   1,856,267 (1) Based on the closing price of our Class A common stock of $6.07 on December 29, 2023, the last trading day of the year. (2) Restricted stock units vest in one installment on March 12, 2024. (3) Restricted stock units vest in two equal installments on March 1, 2024 and March 1, 2025. (4) Restricted stock units vest in three equal installments on March 3, 2024, March, 3, 2025, and March 3, 2026. (5) Restricted stock units vest in four equal installments on March 3, 2024, March 3, 2025, March, 3, 2026, and March 3, 2027. (6) Restricted stock units vest in one installment on February 27, 2024. (7) 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 NASDAQ). Payouts for this performance period are estimated at 0% of the target level. (8) The performance-based restricted stock units vest following the conclusion of the March 1, 2022 through February 28, 2025 performance period based upon the level of attainment of stock price growth (based on the closing stock price of the Company’s stock on NASDAQ). 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. (9) The performance-based restricted stock units vest following the conclusion of the March 1, 2023 through February 28, 2026 performance period based upon the level of attainment of stock price growth (based on the closing stock price of the Company’s stock on NASDAQ). The amounts listed represent the maximum number of units under each award as the estimated payout as of the end of 2023 is above target level performance. 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. AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    43     (3) Mr. Reasons stepped down from the Company in February 2019. Back to Contents 2023 Option Exercises and Stock Vested     Option Awards   Stock Awards Name   Number of Shares Acquired on Exercise (#)   Value Realized on Exercise ($)   Number of Shares Acquired on Vesting (#)   Value Realized on Vesting(1) ($) Chirag Patel   —   —   —   — Chintu Patel   —   —   —   — Anastasios Konidaris   —   —   169,205   296,817 Andrew Boyer   —   —   137,725   306,715 Nikita Shah   —   —   112,539   231,540 Jason Daly   —   —   22,645   43,478 (1) Amounts reported are based on the closing price of our Class A common stock on the New York Stock Exchange on the vesting date. Management Employment & Separation Agreements Among our named executive officers, we have or had employment agreements with Andrew Boyer, Anastasios Konidaris and Nikita Shah. 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. On February 21, 2023, the Company entered into Modification No. 2 to the Boyer Employment Agreement, effective as of March 1, 2023 (the “Effective Date”). Pursuant to the Modification, the term of Mr. Boyer’s Employment Agreement was extended until March 31, 2025 (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. As described in further detail under “Certain Related Parties and Related Party Transactions – The Reorganization,” we entered into an administrative amendment to the Boyer Employment Agreement in light of the Reorganization, namely to clarify that (i) Mr. Boyer will remain directly employed by Amneal LLC, and (ii) all references in such employment agreement to Old Amneal (as defined herein) shall be deemed to instead refer to New Amneal. Mr. Boyer is also eligible to receive an annual bonus targeted at 80% of his base salary under the annual bonus program, and a personal performance multiplier based on his performance and as determined by the Board in its discretion of between zero and 150% of this amount. www.amneal.com AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    44     (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 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 Executive 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, with the target amount of his annual bonus being equal to 55% of his base salary and a personal performance multiplier based on his performance and as determined by the Board in its discretion of between zero and 150% of this amount. 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. On February 21, 2023, the Company entered into Modification No. 2 to the Konidaris Employment Agreement, effective as of March 1, 2023 (the “Effective Date”). Pursuant to the Modification, the term of Mr. Konidaris’ Employment Agreement was extended until March 31, 2025 (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. As described in further detail under “Certain Related Parties and Related Party Transactions—The Reorganization,” we entered into an administrative amendment to the Konidaris Employment Agreement in light of the Reorganization, namely to clarify that (i) Mr. Konidaris will be directly employed by Amneal LLC rather than Old Amneal, and (ii) all references in such employment agreement to Old Amneal shall be deemed to instead refer to New Amneal (other than references relating to Old Amneal as employer which shall be deemed to instead refer to Amneal LLC as employer as of the effective time of the Reorganization). 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 prorated portion of the annual bonus award for the year during which the termination occurs, based on actual performance for such fiscal year; (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. AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    45 Back to Contents 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. 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 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 with the target amount of her annual bonus being equal to 55% of her base salary and a personal performance multiplier based on her performance and as determined by the Board in its discretion of between zero and 150% of this amount. Ms. Shah will be eligible to participate in the Company’s long term incentive plan. On February 21, 2023, the Company entered into Modification No. 1 to the Shah Employment Agreement, effective as of March 1, 2023 (the “Effective Date”). Pursuant to the Modification, the term of Ms. Shah’s Employment Agreement was extended until March 31, 2025 (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. As described in further detail under “Certain Related Parties and Related Party Transactions—The Reorganization,” we entered into an administrative amendment to the Shah Employment Agreement in light of the Reorganization, namely to clarify that (i) Ms. Shah will be directly employed by Amneal LLC rather than Old Amneal, and (ii) all references in such employment agreement to Old Amneal shall be deemed to instead refer to New Amneal (other than references relating to Old Amneal as employer which shall be deemed to instead refer to Amneal LLC as employer as of the effective time of the Reorganization. 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, based on actual performance for such fiscal year; (3) benefits continuation for a period of 18 months following the date of termination; (4) the vesting and, if applicable, exercisability of each outstanding equity award granted to Ms. Shah will be accelerated to the extent such equity award would have vested had Ms. Shah’s employment continued until the first anniversary of her termination date (and, to the extent applicable, each outstanding equity award granted to Ms. Shah will remain exercisable until the first anniversary of her termination date); and (5) 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. 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 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 www.amneal.com AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    46 Back to Contents 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. Mr. Daly is not subject to an individual employment agreement or contract with the Company, and as such, Mr. Daly participates in the 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 29, 2023 (the last business day of fiscal 2023) 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. Mr. Chirag Patel and Mr. Chintu Patel do not participate in the Severance Plan nor do they have an applicable employment agreement with severance terms in the event of a termination of employment. Under our performance-based restricted stock unit agreements, upon an NEO’s “Qualifying Termination” prior to the end of the applicable performance period, the number of performance-based restricted stock units earned by the employee would be determined as of the employee’s termination date based on actual performance through such date. For purposes of this paragraph, a “Qualifying Termination” shall mean such employee’s termination of service prior to the end of the applicable performance period due to death, permanent disability or involuntary termination by the Company without “cause.” 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 based on actual performance through such date. Such performance-based restricted stock units that are deemed earned pursuant to the preceding sentence will vest on the date of the Change in Control, subject to the employee’s continued employment or service to the Company or its subsidiaries through the date of the Change in Control. AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    47 Back to Contents       Without Cause or for Good Reason Termination             Name       Benefit       Without Change in Control         With Change in Control         Termination for Death         Termination for Disability   Chirag Patel   Cash   $ —     $ —     $ —     $ —       Accelerated options   $ —     $ —     $ —     $ —       Accelerated RSUs(1)   $ —     $ —     $ —     $ —       PSUs(2)   $ 2,784,400     $ 2,784,400     $ 2,784,400     $ 2,784,400       Health Care & Outplacement   $ —     $ —     $ —     $ —       TOTAL   $ 2,784,400     $ 2,784,400     $ 2,784,400     $ 2,784,400   Chintu Patel   Cash   $ —     $ —     $ —     $ —       Accelerated options   $ —     $ —     $ —     $ —       Accelerated RSUs(1)   $ —     $ —     $ —     $ —       PSUs(2)   $ 2,784,400     $ 2,784,400     $ 2,784,400     $ 2,784,400       Health Care & Outplacement   $ —     $ —     $ —     $ —       TOTAL   $ 2,784,400     $ 2,784,400     $ 2,784,400     $ 2,784,400   Anastasios Konidaris   Cash   $ 1,303,652     $ 1,303,652     $ —     $ —       Accelerated options   $ —     $ —     $ —     $ —       Accelerated RSUs(1)   $ —     $ 3,188,826     $ —     $ —       PSUs(2)   $ 1,740,254     $ 1,740,254     $ 1,740,254     $ 1,740,254       Health Care & Outplacement   $ 58,413     $ 58,413     $ —     $ —       TOTAL   $ 3,102,319     $ 6,291,145     $ 1,740,254     $ 1,740,254   Andrew Boyer   Cash   $ 1,782,720     $ 2,742,720     $ —     $ —       Accelerated options   $ —     $ —     $ —     $ —       Accelerated RSUs(1)   $ 922,516     $ 2,494,382     $ —     $ —       PSUs(2)   $ 1,508,220     $ 1,508,220     $ 1,508,220     $ 1,508,220       Health Care & Outplacement   $ 122,203     $ 122,203     $ —     $ —       TOTAL   $ 4,335,660     $ 6,857,525     $ 1,508,220     $ 1,508,220   Nikita Shah   Cash   $ 1,082,875     $ 1,082,875     $ —     $ —       Accelerated options   $ —     $ —     $ —     $ —       Accelerated RSUs(1)   $ 657,785     $ 2,341,302     $ —     $ —       PSUs(2)   $ 1,392,200     $ 1,392,200     $ 1,392,200     $ 1,392,200       Health Care & Outplacement   $ 58,413     $ 58,413     $ —     $ —       TOTAL   $ 3,191,273     $ 4,874,790     $ 1,392,200     $ 1,392,200   Jason Daly   Cash   $ 768,950     $ 879,373     $ —     $ —       Accelerated options   $ —     $ —     $ —     $ —       Accelerated RSUs(1)   $ —     $ 1,340,499     $ —     $ —       PSUs(2)   $ 1,160,167     $ 1,160,167     $ 1,160,167     $ 1,160,167       Health Care & Outplacement   $ 61,105     $ 72,206     $ —     $ —       TOTAL   $ 1,990,221     $ 3,452,244     $ 1,160,167     $ 1,160,167   (1) 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 29, 2023, which was $6.07. (2) 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 29, 2023, which was $6.07. These amounts reflect probable achievement as of December 29, 2023.   Release 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.   www.amneal.com AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    48   AMNEAL PHARMACEUTICALS, INC.  |  2019 Proxy Statement    45 Back to Contents Back to ContentsProposal 2Advisory Vote on Executive Compensation Pay Ratio Disclosure The 2023 annual total compensation of the median compensated of all our employees who were employed as of December 1, 2023, other than our Co-CEOs, Mr. Chintu Patel and Mr. Chirag Patel, was $11,024. The median employee is located in India. Since the Company operated with Co-CEOs for 2023, the annual total compensation of $2,370,386, for Mr. Chirag Patel, which was moderately higher than Mr. Chintu Patel, was used. Had we used Mr. Chintu Patel, our pay ratio would not have changed significantly. The ratio of the compensation of the median employee to Mr. Chirag Patel’s compensation was 1 to 215. 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, 2023, we employed approximately 2,420 U.S.-based employees and 5,282 non-U.S. employees. For purposes of calculating our median employee compensation, in addition to excluding our Co-Chief Executive Officers, we excluded all 78 employees from Ireland, which accounted for 1% of our total employee population, using the de minimis exception. For these purposes, we identified the median compensated employee among an employee population of approximately 2,418 U.S. employees (which excludes our Co-CEOs) and 5,204 Indian employees. 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, 2023 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, 2023 was used to calculate the 2023 annual total compensation of the median employee.   AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    49 Back to ContentsIntroduction Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. The sum and/or computation of individual numerical amounts disclosed in the following tables and related footnotes may not equal the total due to rounding.                             Value of Initial Fixed $100 Investment based on(4)       Year   Summary Compensation Table Total for Chirag Patel(1) ($)   Summary Compensation Table Total for Chintu Patel(1) ($)   Compensation Actually Paid to Chirag Patel(1)(2)(3) ($)   Compensation Actually Paid to Chintu Patel(1)(2)(3) ($)   Average Summary Compensation Table Total for Non-PEO NEOs(1) ($)   Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($)   TSR ($)   Peer Group TSR ($)   Net Income (Loss) ($ Millions)   Adjusted EBITDA ($ Millions)(5) (a)   (b)   (b)   (c)   (c)   (d)   (e)   (f)   (g)   (h)   (i) 2023   2,370,386   2,367,553   9,458,710   9,455,877   1,679,146   5,801,457   125.93   124.97   (89)   558 2022   5,048,110   5,062,732   (1,835,706)   (1,821,083)   2,348,670   (121,995)   41.29   123.43   (255)   514 2021   4,785,116   4,798,825   1,383,918   1,397,627   2,420,041   1,421,310   99.38   129.31   20   538 2020   2,320,716   2,328,528   3,422,575   3,430,387   1,922,858   1,985,608   94.81   114.32   69   433 (1) Chirag Patel and Chintu Patel were our Co-PEOs for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. 2020 2021 2022 2023 Andrew Boyer Andrew Boyer Andrew Boyer Andrew Boyer Anastasios Konidaris Anastasios Konidaris Anastasios Konidaris Anastasios Konidaris Nikita Shah Nikita Shah Nikita Shah Nikita Shah Joseph Todisco Joseph Todisco Jason Daly Jason Daly Todd Branning         (2) 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 statementamounts shown for Compensation Actually Paid have been calculated in accordance with the SEC’s rules. As described in detail under the heading “Compensation DiscussionItem 402(v) of Regulation S-K and Analysis,” our executivedo not reflect compensation programs, which are guidedactually earned, realized, or received by the principal of “pay for performance,” are designed to attract, motivate, and retain our named executive officers, reinforceCompany’s NEOs. These amounts reflect the execution of our business strategy and the achievement of our business objectives; and align the interests of our executive officersSummary Compensation Table Total 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 compensationcertain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table. (4) The Peer Group TSR set forth in this proxy statement. This proposal, commonly known as a “say on pay” proposal, givestable utilizes the Dow Jones U.S. Select Pharmaceuticals Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K, included in our stockholdersAnnual Report for the opportunity to express their views on our named executive officers’ compensation. This voteyear ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019 (the last trading day of fiscal 2019), through the end of the listed year in the Company and in the Dow Jones U.S. Select Pharmaceuticals Index, respectively. Historical stock performance is not intendednecessarily indicative of future stock performance. (5) We determined adjusted EBITDA to address any specific item of compensation, but ratherbe the overall compensation ofmost important financial performance measure used to link Company performance to Compensation Actually Paid to our named executive officersPEOs and Non-PEO NEOs in 2023. We may determine a different financial performance measure to be the philosophy, policiesmost important financial performance measure in future years. Adjusted EBITDA is not a term defined under U.S. GAAP. We define adjusted EBITDA as net income before net interest expense, income taxes, and practicesdepreciation and amortization (“EBITDA”), as adjusted for certain other items described in our SEC filings, including stock-based compensation expense, acquisition, site closure and idle facility expenses, restructuring and other charges, net charges related to legal matters, asset impairment charges, foreign exchange losses or gains, change in fair value of contingent consideration, and insurance recoveries for property losses and associated expenses. Prior to January 1, 2022, research and development milestone expenses related to license and collaboration agreements were excluded from our calculation of adjusted EBITDA. The amounts shown in this proxy statement. column for the fiscal years ended December 31, 2021 and December 31, 2020 reflect this historical approach. Effective January 1, 2022, we no longer exclude research and development milestone expenses related to license and collaboration agreements from adjusted EBITDA. The sayamounts shown in this column for the fiscal year ended December 31, 2023 and December 31, 2022 reflect this modified approach; for prior periods, refer to our Form 8-K filed with the Securities and Exchange Commission on pay vote is advisory, and therefore not binding on our Company, the Compensation Committee or our BoardMay 4, 2022 for a full reconciliation 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 votepreviously reported non-GAAP results, including adjusted EBITDA, to approve executive compensation will occur at our 2020 Annual Meeting. Required Vote Approvalrevised non-GAAP results. As a result of this proposal requiresmodified approach, our reported adjusted EBITDA for the affirmative vote of a majority of the shares of voting common stock present in person or by proxy at the annual meetingfiscal years ended December 31, 2021 and entitledDecember 31, 2020 was revised to vote. Recommendation of the Board of Directors   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.$512 million and $433 million, respectively.   www.amneal.com  AMNEALPHARMACEUTICALS, INC.  |  2019Proxy Statement  46 (1) Chirag Patel and Chintu Patel were our Co-PEOs for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. 2020 2021 2022 2023 Andrew Boyer Andrew Boyer Andrew Boyer Andrew Boyer Anastasios Konidaris Anastasios Konidaris Anastasios Konidaris Anastasios Konidaris Nikita Shah Nikita Shah Nikita Shah Nikita Shah Joseph Todisco Joseph Todisco Jason Daly Jason Daly Todd Branning     Back to Contents Proposal 3Advisory Vote on the Frequency of Future “Say on Pay” Votes   Introduction (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table. Year   Summary Compensation Table Total for Chirag Patel ($)   Exclusion of Stock Awards for Chirag Patel ($)   Inclusion of Equity Values for Chirag Patel ($)   Compensation Actually Paid to Chirag Patel ($) 2023   2,370,386   (664,219)   7,752,544   9,458,710                   Year   Summary Compensation Table Total for Chintu Patel ($)   Exclusion of Stock Awards for Chintu Patel ($)   Inclusion of Equity Values for Chintu Patel ($)   Compensation Actually Paid to Chintu Patel ($) 2023   2,367,553   (664,219)   7,752,544   9,455,877   The Dodd-Frank Act also enables our stockholders www.amneal.com AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    50 Back to indicate how frequently we should seek an advisory vote on the compensation of our named executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules (such as Proposal No. 2 included on page 46 of this proxy statement). By voting on this Proposal No. 3, stockholders may indicate whether they prefer an advisory vote on named executive officer compensation to be held every one year, every two years or every three years.Contents Year   Average Summary Compensation Table Total for Non-PEO NEOs ($)   Average Exclusion of Stock Awards and Option Awards for Non- PEO NEOs ($)   Average Inclusion of Equity Values for Non- PEO NEOs ($)   Average Compensation Actually Paid to Non- PEO NEOs ($) 2023   1,679,146   (712,920)   4,835,231   5,801,457 The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables: Year   Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Chirag Patel ($)   Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Chirag Patel ($)   Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Chirag Patel ($)   Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Chirag Patel ($)   Total - Inclusion of Equity Values for Chirag Patel ($) 2023   3,526,601   4,225,943   —   —   7,752,544                       Year   Year-End Fair Value of Equity Awards Granted During Year That Remained Outstanding and Unvested as of Last Day of Year for Chintu Patel ($)   Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Chintu Patel ($)   Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Chintu Patel ($)   Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Chintu Patel ($)   Total - Inclusion of Equity Values for Chintu Patel ($) 2023   3,526,601   4,225,943   —   —   7,752,544                       Year   Average Year- End Fair Value of Equity Awards Granted During Year That Remained Outstanding and Unvested as of Last Day of Year for Non- PEO NEOs ($)   Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($)   Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non- PEO NEOs ($)   Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non- PEO NEOs ($)   Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) 2023   2,996,942   1,838,427   (137)   —   4,835,231   After careful consideration (4) The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Select Pharmaceuticals Index, which we also utilize in the stock performance graph required by Item 201(e) of this proposal,Regulation S-K, included in our BoardAnnual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019 (the last trading day of Directors has determined that an advisory vote on executive compensation that occurs everyfiscal 2019), through the end of the listed year is the most appropriate alternative forin the Company and therefore our Boardin the Dow Jones U.S. Select Pharmaceuticals Index, respectively. Historical stock performance is not necessarily indicative 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 future stock performance. (5) We determined adjusted EBITDA to be the frequency that has been selected bymost important financial performance measure used to link Company performance to Compensation Actually Paid to our stockholders. However, becausePEOs and Non-PEO NEOs in 2023. We may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted EBITDA is not a term defined under U.S. GAAP. We define adjusted EBITDA as net income before net interest expense, income taxes, and depreciation and amortization (“EBITDA”), as adjusted for certain other items described in our SEC filings, including stock-based compensation expense, acquisition, site closure and idle facility expenses, restructuring and other charges, net charges related to legal matters, asset impairment charges, foreign exchange losses or gains, change in fair value of contingent consideration, and insurance recoveries for property losses and associated expenses. Prior to January 1, 2022, research and development milestone expenses related to license and collaboration agreements were excluded from our calculation of adjusted EBITDA. The amounts shown in this vote is advisorycolumn for the fiscal years ended December 31, 2021 and not bindingDecember 31, 2020 reflect this historical approach. Effective January 1, 2022, we no longer exclude research and development milestone expenses related to license and collaboration agreements from adjusted EBITDA. The amounts shown in this column for the fiscal year ended December 31, 2023 and December 31, 2022 reflect this modified approach; for prior periods, refer to our Form 8-K filed with the Securities and Exchange Commission on May 4, 2022 for a full reconciliation of previously reported non-GAAP results, including adjusted EBITDA, to revised non-GAAP results. As a result of this modified approach, our reported adjusted EBITDA for the Board of Directors or the Company in any way, our Board may decide that it is in the best interests of our stockholdersfiscal years ended December 31, 2021 and the CompanyDecember 31, 2020 was revised 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” FOR THE FREQUENCY WITH WHICH STOCKHOLDERS ARE PROVIDED AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.$512 million and $433 million, respectively.   AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    51   AMNEAL PHARMACEUTICALS, INC.  |  2019 Proxy Statement    47 Back to Contents Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years. www.amneal.com   AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    52 Back to Contents Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the four most recently completed fiscal years. AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    53 Back to Contents Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the four most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEOs and other NEOs for 2023 to Company performance. The measures in this table are not ranked. Adjusted EBITDA Stock Price   Back to Contents #        #        # SecurityOwnership of Certain Beneficial Owners and Management and Section 16 Compliance   www.amneal.com AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    54 Beneficial Ownership The following table sets forth information as of March 15, 2019, with respectBack to the beneficial ownership of our Class A common stock, Class B common stock and Class B-1 common stock, and shows the number of and percentage owned by:Contents 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 31 for additional details about our executive compensation programs, including information about the fiscal 2023 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 2025 Annual Meeting. Required Vote Approval of this proposal requires the affirmative vote of a majority in voting power of the shares of common stock present in person, by remote communication or by proxy at the annual meeting and entitled to vote on the proposal. Recommendation of the Board of Directors 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. AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    55 Back to Contents Security Ownership of Certain Beneficial Owners and Management Beneficial Ownership The following table sets forth information as of March 11, 2024, with respect to the beneficial ownership of our Class A 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, 2024, 308,554,228 shares of Class A common stock were outstanding. Name(1)       Shares of Common Stock       Options(2)       RSUs(2)       Total       % of Class   Emily Peterson Alva   174,318   53,021   76,453   303,792   *   Deborah M Autor   54,949   —   76,453   131,402   *   Andrew Boyer   319,381   373,033   —   692,414   *   J. Kevin Buchi   185,619   81,397   76,453   343,469   *   Jason B. Daly   57,322   —   —   57,322   *   Jeff George   193,084   28,506   76,453   298,043   *   John Kiely   179,274   28,506   76,453   284,233   *   Anastasios Konidaris   470,386   —   87,719   558,105   *   Paul Meister   620,658   115,156   107,034   842,848   *   Ted Nark   224,318   53,021   76,453   353,792   *   Chintu Patel   25,265,818   53,021   —   25,318,839   8.21   Chirag Patel   21,781,986   53,021   —   21,835,007   7.08   Gautam Patel   1,972,433   53,021   76,453   2,060,860   *   Nikita Shah   391,666   131,856   —   523,522   *   Shlomo Yanai   169,274   28,506   76,453   274,233   *   Total Current Directors and Executive Officers as a Group (15 Persons)   52,060,486   1,052,065   765,330   53,877,881   17.46   www.amneal.com AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    56 Back to Contents Set forth below is a table demonstrating the ownership of the Amneal Group(8) as of March 11, 2024: Name(1)      Shares of Class A Common Stock(2)       % of Class   Akram Mahesh(3)   30,384,769   9.85 % Tushar Patel(4)   53,578,209   17.36 % Dipan Patel(5)   26,905,073   8.72 % Chintu Patel(6)   25,318,839   8.21 % Chirag Patel(7)   21,835,007   7.08 % Other Members of the Amneal Group   8,113,600   2.63 % TOTAL AMNEAL GROUP(8)   166,135,497   53.84 % Set forth below is a table demonstrating the ownership of certain other beneficial owners as of March 11, 2024:               Name   Shares of Class A Common Stock   % of Class   Funds affiliated with Fosun International Limited(9)   18,407,656   5.97 % Funds affiliated with TPG Inc.(10)   12,328,767   4.00 % * 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, 2024. (3) Akram Mahesh, c/o Tattva Fiduciary Company, 100 West Liberty Street, 10th Floor, Reno, NV 89501. As reported in the Schedule 13G filed by Akram Mahesh on January 4, 2024, Akram Mahesh has the sole power to (a) vote or direct the vote of and (b) dispose or direct the disposition of 30,384,769 shares. (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 A common stock held of record by Tushar Patel Family Trust. (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 A 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 A common stock held of record by The Chintu Patel Revocable Trust and The Falguni Patel Revocable Trust. (7) Chirag Patel may be deemed to beneficially own 21,269,420 shares of Class A 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 21,269,420 shares of Class A common stock to secure the obligations of those certain borrowers to the Promissory Note and Collateral Agreement dated December 10, 2021 (as modified from time to time). (8) See “Corporate Governance – Corporate Structure” above for a discussion of the relationship between the Amneal Group and the Company. 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. Akram Mahesh, Chintu Patel, Chirag 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 December 12, 2023 with respect to its holdings as of December 12, 2023, Fosun has the shared power to (a) vote or direct the vote of and (b) dispose or direct the disposition of 18,407,656 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 December 14, 2022 with respect to its holdings as of December 12, 2022, the reporting persons have the shared power to vote or direct the vote and the shared power to dispose or direct the disposition of 12,328,767 shares. To our knowledge, except as noted above, no person or entity is 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. 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 15, 2019, 115,527,835 shares of Class A common stock, 170,940,707 shares of Class B common stock and 12,328,767 shares of Class B-1 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, 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.   AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    57 Back to ContentsSection 16(a) Beneficial Ownership Reporting Compliance 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 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. On August 11, 2023, the Company and Fosun amended the license and supply agreement to, among other things, (i) increase the products subject to the agreement from eight to ten, (ii) eliminate the first commercial sales milestone of $0.3 million for each product and (iii) decrease the profit share percentage applicable to all products. For the year ended December 31, 2023, the Company recognized $0.1 million in revenue from this agreement. On August 12, 2021, the Company entered into an active pharmaceutical ingredient (“API”) co-development agreement with a subsidiary of Fosun. Under the terms of the agreement, the Company granted Fosun an exclusive license to manufacture and sell two pharmaceutical products 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. For the year ended December 31, 2023, the Company did not earn any revenue from this agreement.   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 www.amneal.com AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    58 Back 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.Contents TPG Operations LLC and TPG Capital BD, 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.   www.amneal.com  TPG Capital BD, LLC (“TPG Capital”), a subsidiary of TPG, provided the Company with advice and assistance with respect to the refinancing of the Company’s Term Loan. Upon closing of the refinancing in November 2023, the Company paid a success fee of $3.0 million to TPG Capital based on customary market terms. AMNEALPHARMACEUTICALS, INC.  |  2019Proxy Statement  50 Back to Contents CertainRelated Parties and Related Party 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, 2023 was approximately $2.5 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. 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. This Storage Agreement expired during 2023 and was not extended. 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. In April 2022, Amneal and Kashiv entered into a consulting agreement 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. 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. The Kashiv License Agreement provided for potential future milestone payments to Kashiv of up to $183.0 million, as follows: (i) up to $22.5 million relating to regulatory approval and execution, (ii) up to $43.0 million for successful delivery of commercial launch inventory, (iii) up to $50.0 million depending on the number of competitors at launch for one product, and (iv) between $15.0 million and $67.5 million for the achievement of cumulative net sales for both products. In July 2022, the Company and Kashiv amended the Kashiv License Agreement to, among other things, (i) eliminate milestones related to the manufacturing and delivery of the Kashiv products, (ii) revise the net sales milestones to provide for future milestone payments by the Company to Kashiv of up to $37.5 million for the achievement of cumulative combined net sales goals for both products, and (iii) adjust the supply price of product that Kashiv manufacturers and supplies to the Company, which will lower the cost per unit of both products. The remaining milestones are subject to reaching certain commercial sales volume objectives. In addition, the agreement provides for Amneal to pay a profit share equal to 50% of net profits, after considering manufacturing and marketing costs. On May 27, 2022, the FDA approved the biologic license application, associated with the amended Kashiv License Agreement, for Pegfilgrastim-pbbk. In connection with this regulatory approval and associated activity, the Company incurred a milestone of $15.0 million during the third quarter of 2022, which was paid to Kashiv at that time. The milestone was capitalized as an intangible asset and will be amortized to cost of sales over an estimated useful life of 8.3 years.   AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    59 Back to ContentsReview and Approval of Related Party Transactions On May 12, 2023, the Company and Kashiv amended the Kashiv License Agreement to provide for, among other things, (i) Kashiv to have the right to develop either or both an auto-injector delivery system or an on-body injector for the biosimilar PEG-filgrastim, and (ii) the Company to have a right of first negotiation to launch and commercialize either or both of such products. 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, total payments for milestones, services and reimbursement of expenses paid to Kashiv for the year ended December 31, 2023 was $5.1 million. As of December 31, 2023, the Company has $1.0 million of inventory on hand associated with the amended Kashiv License Agreement. In addition, as of December 31, 2023, $3.2 million was outstanding and payable to Kashiv. In December 2022, Amneal and Kashiv entered into a development supply agreement specific to four generic product candidates. Amneal will be responsible for manufacturing batch products, as well as to perform certain developmental activities on behalf of Kashiv. Kashiv, as owner of the IP, will be responsible for regulatory filings, obtaining FDA approval, marketing, selling, and pricing activities. Kashiv is also responsible to reimburse Amneal for sourcing developmental materials at cost. Pursuant to the terms of the development supply agreement, Amneal is eligible to earn up to $2.4 million related to the aforementioned services. For the year ended December 31, 2023, the Company recognized $2.8 million related to reimbursable costs associated with developmental work for this agreement, as a reduction to research and development expenses. 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. In October 2022, PharmaSophia and Amneal entered into an exclusive license and commercialization agreement (the “PharmaSophia Agreement”) to develop, manufacture, and sell one injectable product. Under the terms of the agreement, Amneal committed to spend up to $6.0 million to further develop the product, including all related expenses up to submission of the ANDA, which will be owned by Amneal. In addition, under the terms of the PharmaSophia Agreement, PharmaSophia settled a liability of $1.1 million payable to Amneal under the terms of the Nava Agreement by reducing the amount of Amneal’s committed spending under the terms of the PharmaSophia Agreement to $4.9 million. PharmaSophia will receive a 50% profit share for all sales of product made by Amneal under the PharmaSophia Agreement. 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 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. Avtar and Amneal amended the agreement in 2022 to include several inhalation products and specialty programs. For the year ended December 31, 2023, the Company recorded $0.3 million in expenses related to the consulting agreement. As of December 31, 2023, $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 and serves as an operational and strategic advisor to the Company and its Indian subsidiaries, including but not limited to Amneal Pharmaceuticals India Private Limited. During the fiscal year ended December 31, 2023, Mr. Kanubhai Patel had total cash compensation of approximately $458,428. In addition, he received a long-term incentive award in 2024 with a determined value of $195,000. 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, 2023, Ms. Bindu Patel had total compensation of approximately $159,494.   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 www.amneal.com AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    60 Back 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.Contents The Reorganization As disclosed above under “Corporate Governance—Corporate Structure, Reorganization and Transfer of Listing Exchange,” on November 7, 2023, we implemented a plan pursuant to which the Company and Amneal LLC reorganized and we simplified our corporate structure by eliminating our umbrella partnership-C-corporation structure and converting to a more traditional structure whereby all stockholders hold their voting and economic interests directly through the public company, which we refer to as the Reorganization. Effective with the Reorganization, the Company holds directly or indirectly 100% of the Amneal Common Units and the Company remains Amneal LLC’s sole managing member, having the sole voting power to make all of Amneal LLC’s business decisions and control its management. Following the implementation of the Reorganization, Amneal Intermediate, Inc., a Delaware corporation (formerly known as Amneal Pharmaceuticals, Inc.) (for purposes of the Reorganization, “Old Amneal”), became a wholly-owned subsidiary of a new holding company, Amneal Pharmaceuticals, Inc., a Delaware corporation (formerly known as Amneal NewCo Inc.) (for purposes of the Reorganization, “New Amneal”). Organizational Agreements and Documents To effectuate the Reorganization, we entered into and/or amended various organizational agreements and documents, including agreements and plans of merger, certificates of incorporation and bylaws. Assumption of Old Amneal Equity Plan and Agreements In connection with the Reorganization, on November 7, 2023, New Amneal assumed the 2018 Incentive Award Plan and all outstanding stock options and equity awards granted thereunder as well as the indemnification agreements between Old Amneal and the directors and executive officers of Old Amneal, in each case to make administrative amendments related to the Reorganization. Letter Agreement Amendments to Executive Employment Agreements In connection with the Reorganization, on November 7, 2023, each of (i) the Boyer Employment Agreement, (ii) the Konidaris Employment Agreement, and (iii) the Shah Employment Agreement was amended. For further details, please refer to “Executive Compensation—Management Employment & Separation Agreements” herein. Stock Surrender Agreement In connection with the Reorganization, the Company and each member of the Amneal Group entered into a Stock Surrender Agreement, dated as of November 7, 2023 (“Stock Surrender Agreement”) which had the effect of each member of the Amneal Group agreeing to irrevocably surrender to the Company each share of Old Amneal Class B Common Stock held by such Amneal Group member immediately prior to the Reorganization. Other Agreements In connection with the Reorganization, the Company entered into amendments to other agreements that are described more fully in this section. Expenses We incurred approximately $5.9 million in expenses related to the Reorganization during the year ended December 31, 2023, comprised of professional fees. 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. In connection with the Reorganization, on November 7, 2023, Old Amneal amended and restated the Stockholders Agreement in order to facilitate the Reorganization. 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 Third Amended and Restated LLC Agreement (dated as of May 4, 2018 and 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   The Audit Committee is responsible for reviewing and approving related party transactions except AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    61 Back 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. ContentsFiscal 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 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 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 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. In connection with the Combination and in furtherance of the PIPE  Investment, TPG, Amneal Holdings, LLC (“Amneal Holdings”) 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, in effect at the Combination, the Amneal HoldingsGroup and its permitted transferees havehad 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 receiveOld Amneal received a “step-up” in its share of the tax basis in the Amneal LLC assets, and possibly certain other tax benefits, and the Company willOld Amneal agreed to pay the Members (as defined below) for the value of such benefits. In connection with the Reorganization, on November 7, 2023, Old Amneal amended that certain Tax Receivable Agreement, dated as of May 4, 2018 (as amended, the “Tax Receivable Agreement”), among Old Amneal and the Amneal Group (such amendment, the “TRA Amendment”), in order to (i) provide that the percentage of the applicable tax savings the Amneal Group will be entitled to thereunder is decreased from 85% to 75% and (ii) facilitate the Reorganization.   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 and Amneal Holdings entered into the Tax Receivable Agreement. The Tax Receivable Agreement governscontinues to govern 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)Old Amneal) 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 and Old Amneal 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 CompanyOld Amneal for each relevant taxable year, the CompanyOld Amneal 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,through the Reorganization, 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.   Tax Benefit Schedules   Within 90 days after the filing of the U.S. federal income tax return of the CompanyOld Amneal for any taxable year in which there is a realized tax benefit or realized tax detriment, the CompanyOld Amneal 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.   AMNEAL PHARMACEUTICALS, INC.  |  2019 Proxy Statement  55 Back to Contents Tax Benefit Payments   Each Member is entitled to receive an amount equal to the sum of (1) 85%75% 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 CompanyOld Amneal for such taxable year until the date on which the CompanyOld Amneal 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 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. www.amneal.com AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    62 Back to Contents Termination   The CompanyOld Amneal 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 CompanyOld Amneal and an Early Termination Payment by the CompanyOld Amneal will be required in the event of either (a) a Change of Control (as defined below) or (b) a material breach by the CompanyOld Amneal 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 ClosingNovember 7, 2023 (“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. In connection with the Reorganization, on November 7, 2023, Amneal LLC entered into the Fourth A&R LLC Agreement, in order to (i) remove the requirement for Amneal LLC to make tax distributions, (ii) reflect the addition of New Amneal as a member and the removal as members of the former holders of Old Amneal Class B Common Stock after conversion of the Common Units paired with Old Amneal Class B Common Stock to New Amneal Class A common Stock and (iii) to facilitate the Reorganization.   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.   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.   www.amneal.com  AMNEALPHARMACEUTICALS, INC.  |  20192024Proxy Statement      5663     Back to Contents 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 are 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 or class or series of preferred stock of Amneal. Allocations and Distributions Allocations Pursuant to the LLC Agreement, items of income, gain, loss or deduction of Amneal 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 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. 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 will not be required to make distributions to the extent that such distributions would render Amneal 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 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 and the Company, each member is entitled to cause Amneal to effect 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’s election, cash in an amount equal to the product of the Share Settlement and the average of the volume-weighted closing price for a share of Class A common stock on the NYSE for 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 exchange of the redeemed Amneal Common Units for the Share Settlement or Cash Settlement, at the Company’s option, through a direct exchange of such redeemed Amneal Common Units and such consideration between the redeemed member and the Company. Transfer Restrictions No interest in Amneal 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 the Existing Amneal Members or any direct or indirect transferee of such members (including Amneal Holdings): • 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. 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. In addition to a voluntary dissolution, Amneal 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; (ii) to pay debts and liabilities owed to creditors of Amneal; and (iii) to the members pro rata in accordance with their respective percentage ownership interests in Amneal. AMNEAL PHARMACEUTICALS, INC.  |  2019 Proxy Statement  57 Back to Contents 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 that acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for Amneal or the members will have any duty to communicate or offer such opportunity to Amneal or the members, or to develop any particular investment, and such person will not be liable to Amneal 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 will indemnify any member or affiliate, the managing member or any of its affiliates, any officer, or individual serving at the request of Amneal 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. 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. Tax Classification The members intend that Amneal be treated as a partnership for U.S. federal and, if applicable, state or local income tax purposes. Each member and Amneal 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. www.amneal.com  AMNEALPHARMACEUTICALS, INC.  |  2019Proxy Statement  58 Back to Contents 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, 2018,2023, the Audit Committee met 5five 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, and2023, 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, 2018.2023. 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, 20182023 for filing with the SEC.   Audit Committee: Peter R. Terreri John Kiely (Chair) Deb Autor J. Kevin Buchi Emily Peterson Alva Jeff George   www.amneal.com AMNEALPHARMACEUTICALS, INC.  |  20192024Proxy Statement      5964     Back to Contents 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, 2019.2024.   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 20182023 and 2017.2022. The aggregate fees billed or expected to be billed for fiscal 20182023 and 20172022 for each of the following categories of services are as follows:   Type of Fees Fiscal 2018 Fiscal 2017   Fiscal 2023   Fiscal 2022 Audit Fees 4,026,260 2,643,593   $ 5,748,100   $ 4,553,300 Audit-Related Fees — 498,611     100,000     200,000 Tax Fees 698,750 859,425     352,700     423,300 All Other Fees 5,370 1,345     7,200     3,000 TOTAL 4,730,380 4,002,974   $ 6,208,000   $ 5,179,600   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 20182023 and 20172022 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 20182023 and 2017.2022.   “Audit-Related Fees” are the aggregate fees billed in each of fiscal 20182023 and 20172022 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 related fees for 2018. Audit related fees for 2017 relate to due diligence services in connection with mergers and acquisitions.   “Tax Fees” are the aggregate fees billed in each of fiscal 20182023 and 20172022 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 20182023 and 20172022 for products and services provided by Ernst & Young not included in the first three categories.   www.amneal.com  AMNEALPHARMACEUTICALS, INC.  |  20192024Proxy Statement      6065     Back to Contents 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 in voting power of the shares of voting common stock present in person, by 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, 2019.2024.   www.amneal.com AMNEALPHARMACEUTICALS, INC.  |  20192024Proxy Statement      6166     Back to Contents 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.   www.amneal.com  AMNEALPHARMACEUTICALS, INC.  |  20192024Proxy Statement      6267     Back to Contents 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, 2024 (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/AMRX2024 at 9:00 a.m., local time,Eastern Daylight Time, on Monday,Thursday, May 6, 2019,2, 2024, 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? 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/AMRX2024, 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/AMRX2024. 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. 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. www.amneal.com AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    68 Back to Contents 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 1311 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 20192024 (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 20182023 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.   AMNEAL PHARMACEUTICALS, INC.  |  2019 Proxy Statement  63 Back to Contents 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.   AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    69 Back to Contents 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 areis 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 115,527,835308,554,228 shares of Class A common stock and 170,940,707 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/AMRX2024. 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.   www.amneal.com AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    70 Back to Contents 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.   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.   www.amneal.com  AMNEALPHARMACEUTICALS, INC.  |  2019Proxy Statement  64 Back to Contents 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 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).   How will votes be counted? To 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.nominee by the holders of the shares of common stock voting in person, by remote communication or by proxy at the annual meeting. Approval of each of Proposal Nos. 2 and 4 require3 requires the affirmative vote of a majority in voting power of the shares of voting common stock present in person, by remote communication or by proxy at the annual meeting and entitled to vote. For Proposal No. 3,vote on the frequency option that receives the most votes cast will be considered to be the frequency that has been selected by our stockholders.subject matter. 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.     AMNEALPHARMACEUTICALS, INC.  |  20192024Proxy Statement      6571     Back to Contents AdditionalInformation   Stockholder Proposals for Inclusion in Our 20202025 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 20202025 proxy statement and form of proxy card for next year’s annual meeting of stockholders, expected to be held in May 2020,2025, 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, 201922, 2024 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 20202025 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 daysth day prior, nor moreearlier than close of business on the 120 daysth 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 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, 20202, 2025 but not later than close of business on February 6, 20201, 2025 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, 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 3, 2025. 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.   www.amneal.com   AMNEALPHARMACEUTICALS, INC.  |  20192024Proxy Statement      6672     Back to Contents Appendix ANon-GAAP Financial Measures   Non-GAAP Financial Measures   This Proxy Statement includes certain non-GAAP financial measures, including EBITDA, adjusted EBITDA, adjusted net income, adjusted diluted earnings per share and adjusted net income per diluted share, thatleverage, which 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, such as net leverage. 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.  |  20192024Proxy Statement      6773     Back to Contents Non-GAAP Reconciliations (Unaudited; In thousands, Except per Share Amounts) Reconciliation of Net (Loss) IncomeLoss 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 EPS)   Year Ended December 31, 2023     Year Ended December 31, 2022   Net loss   $ (48,722 )   $ (254,789 ) Adjusted to add (deduct):                 Non-cash interest     7,017       7,715   GAAP provision for income taxes     8,452       6,662   Amortization     157,219       164,997   Stock-based compensation expense     26,822       31,847   Acquisition, site closure expenses, and idle facility expenses(1)     7,017       15,682   Restructuring and other charges     1,650       1,378   Loss on refinancing     40,805       291   Charges related to legal matters, including interest, net(2)     14,784       273,226   Asset impairment charges(3)     70,015       26,843   Regulatory approval milestone     -       5,000   Change in fair value of contingent consideration     (14,497 )     731   Insurance recoveries for property losses and associated expenses     -       (1,911 ) Increase in tax receivable agreement liability     3,124       631   System implementation expense(4)     5,363       2,818   Reorganization expenses(5)     5,927       393   Other     2,466       (2,235 ) Provision for income taxes(6)     (60,014 )     (56,450 ) Net income attributable to non-controlling interests not associated with our class B common stock     (29,873 )     (15,121 ) ADJUSTED NET INCOME (NON-GAAP)   $ 197,555     $ 207,708   Weighted average diluted shares outstanding (Non-GAAP)(7)     310,234       304,598   ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP)   $ 0.64     $ 0.68     (1) Inventory related charges primarily represents the amortization of the Impax inventory step-up to fair value in purchase accounting and write-offs of pre-launch inventory quantities. (2) Acquisition, and site closure, and idle facility expenses includes costs related to (i) accelerated vesting of Amneal profit participation units, (ii) special bonuses associated withfor the combination and integration of Impax, (iii) plantyear ended December 31, 2023 primarily included site closure and redundant employee costs and (iv) third party costs associated with the combinationplanned cessation of Impaxmanufacturing at our Hauppauge, NY facility. Acquisition, site closure, and relatedidle facility expenses for the year ended December 31, 2022 primarily included (i) transaction and integration including legal, investment banking, accountingcosts associated with the acquisition of the baclofen franchise from certain entities affiliated with Saol International Limited, which closed on February 9, 2022; (ii) integration costs associated with the acquisition of Puniska Healthcare Pvt. Ltd., which closed on November 2, 2021; and information technology.(iii) site closure costs associated with the planned cessation of manufacturing at our Hauppauge, NY facility. (2) For the year ended December 31, 2023, charges related to legal matters, net were primarily comprised of (i) charges associated with civil prescription opioid litigation, (ii) a settlement of a customer claim, (iii) a settlement of commercial antitrust litigation, and (iv) a settlement of a stockholder derivative lawsuit. For the year ended December 31, 2022, charges related to legal matters, net, primarily included charges for (i) the settlements of the Opana ER® antitrust litigation and (ii) prescription opioid litigation, offset in part by insurance recoveries associated with class action shareholder lawsuits. (3) Asset impairment charges for the year ended December 31, 2018 are2023 were primarily associated with the write-offwrite-offs of leasehold improvements in connection withintangible assets. Asset impairment charges for the closing of our Hayward, CA facility. (4) Restructuring and asset related charges includes employee separation costsyear ended December 31, 2022 were associated with the consolidationwrite-offs of sites as well as the write-off of property, plantintangible assets and equipment at those sites.equipment. (5)(4) AmortizationSystem implementation expense for the years ended December 31, 2023 and 2022 was primarily for the implementation of upfront payment representsindirect procurement software, sales deduction software, and financial statement consolidation software. System implementation expenses were associated with the amortizationfurther integration of the upfront payment made to Lannett in connection with our Transition Agreement with Levothyroxine.acquired businesses. (5) On November 7, 2023, the Company implemented a plan to reorganize and simplify its corporate structure by eliminating its umbrella partnership-C-corporation structure and converting to a more traditional C-corporation structure, whereby all stockholders hold their voting and economic interests directly through the public company (“Reorganization”). For the years ended December 31, 2023 and 2022, Reorganization expenses were comprised of professional fees. (6) Utilizes weightedThe non-GAAP effective tax rates for the years ended December 31, 2023 and 2022 were 23.3% and 21.4%, respectively. (7) Weighted average diluted average shares outstanding consisted of 299,328, which consistsclass A common stock and class B common stock, as if all shares of Classclass B common stock were converted to class A Class B & Class B-1 shares.common stock as of January 1, 2022.   www.amneal.com   AMNEALPHARMACEUTICALS, INC.  |  20192024Proxy Statement      6874     Back to Contents Non-GAAP Reconciliations (Unaudited; In thousands) Reconciliation of Net (Loss) IncomeLoss 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, 2023     Year Ended December 31, 2022     Year Ended December 31, 2019(1)   Net loss   $ (48,722 )   $ (254,789 )   $ (603,573 ) Adjusted to add:                         Interest expense, net     210,629       158,377       168,205   Provision for income taxes     8,452       6,662       383,331   Depreciation and amortization     229,400       240,175       207,235   EBITDA (Non-GAAP)   $ 399,759     $ 150,425     $ 155,198   Adjusted to add (deduct):                         Stock-based compensation expense     26,822       31,847       21,679   Acquisition, site closure, and idle facility expenses(2)     7,017       15,682       73,471   Restructuring and other charges(3)     1,650       1,378       34,345   Loss on refinancing     40,805       291       -   Inventory related charges (4)     -       -       25,677   Charges related to legal matters, net(5)     11,824       269,930       12,591   Asset impairment charges(6)     70,107       26,909       175,210   Foreign exchange (gain) loss     (1,671 )     12,364       4,962   Change in fair value of contingent consideration     (14,497 )     731       -   Amortization of upfront payment(7)     -       -       36,393   Gain on sale of international businesses, net(8)     -       -       (7,258 ) Insurance recoveries for property losses and associated expenses     -       (1,911 )     -   Regulatory approval milestone     -       5,000       -   Increase (decrease) in tax receivable agreement liability(9)     3,124       631       (192,884 ) System implementation expense(10)     5,363       2,818       -   Reorganization expenses(11)     5,927       393       -   Other     1,984       (2,378 )     (446 ) ADJUSTED EBITDA (NON-GAAP)   $ 558,214     $ 514,110     $ 338,938     (1) InventoryBeginning in the first quarter of 2022, we no longer excluded research and development milestone expenses related chargesto license and collaboration agreements from our non-GAAP financial measures and our line item components, including adjusted EBITDA. Adjusted results for the year ended December 31, 2019 have been revised to reflect this change. (2) Acquisition, site closure, and idle facility expenses for the year ended December 31, 2023 primarily representsincluded site closure costs associated with the amortizationplanned cessation of manufacturing at our Hauppauge, NY facility. Acquisition, site closure, and idle facility expenses for the year ended December 31, 2022 primarily included (i) transaction and integration costs associated with the acquisition of the Impax inventory step-up to fair value in purchase accountingbaclofen franchise from certain entities affiliated with Saol International Limited, which closed on February 9, 2022; (ii) integration costs associated with the acquisition of Puniska Healthcare Pvt. Ltd., which closed on November 2, 2021; and write-offs of pre-launch inventory quantities. (2) Acquisition and(iii) site closure costs associated with the planned cessation of manufacturing at our Hauppauge, NY facility. Acquisition, site closure, and idle facility expenses includesfor the year ended December 31, 2019 primarily included costs related to (i) accelerated vesting of Amneal profit participation units, (ii) special bonuses associated with the combination and integration of Impax, (iii) plant closure and redundant employee costs and (iv)(ii) third party costs associated with the combination ofwith Impax Laboratories, Inc. ("Impax") and related integration including legal, investment banking, accounting and information technology. (3) Asset impairment charges forFor the year ended December 31, 2018 are2019, restructuring and other charges were primarily associated with the write-off of leasehold improvements in connection with the closing ofcash severance provided pursuant to our severance programs for employees at our Hauppauge, NY, Hayward, CA facility. (4) Restructuring and asset relatedother facilities as well as asset-related charges includes employee separation costs associated with the consolidation of sites as well as the write-offimpairment of property, plant and equipment at those sites.and the right of use asset associated with our Hauppauge, NY facility. (4) For the year ended December 31, 2019, inventory related charges primarily represented inventory obsolescence resulting from new initiatives and policies adopted with our restructuring efforts. (5) AmortizationFor the year ended December 31, 2023, charges related to legal matters, net were primarily comprised of upfront payment represents(i) charges associated with civil prescription opioid litigation, (ii) a settlement of a customer claim, (iii) a settlement of commercial antitrust litigation, and (iv) a settlement of a stockholder derivative lawsuit. For the amortizationyear ended December 31, 2022, charges related to legal matters, net, primarily included charges for (i) the settlements of the upfront payment madeOpana ER® antitrust litigation and (ii) prescription opioid litigation, offset in part by insurance recoveries associated with class action shareholder lawsuits. For the year ended December 31, 2019, charges related to Lannett in connectionlegal matters, net were primarily associated with our Transition Agreementa settlement agreement with Levothyroxine.Teva Pharmaceuticals, Inc. regarding a matter associated with Impax prior to the business combination.     AMNEALPHARMACEUTICALS, INC.  |  20192024Proxy Statement      6975     Back to Contents (6) Asset impairment charges for the year ended December 31, 2023 were primarily associated with the write-offs of intangible assets. Asset impairment charges for the year ended December 31, 2022 were associated with the write-offs of intangible assets and equipment. Asset impairment charges for the year ended December 31, 2019 were primarily associated with the write-off of in process research and development and intangible asset impairment charges primarily related to products acquired in the Impax business combination. (7) Amortization of upfront payment for the year ended December 31, 2019 represented the amortization of the upfront payment made to Lannett Company in connection with our transition agreement for Levothyroxine. (8) For the year ended December 31, 2019 gain on sale of international business, net represented the gain from the sale of our Creo Pharma Holding Limited subsidiary, which comprised substantially all of the Company's operations in the United Kingdom, partially offset by the loss from the sale of our Amneal Deutschland GmbH subsidiary, which comprised substantially all of the Company's operations in Germany. (9) During the year ended December 31, 2019, we recorded a valuation allowance to reduce our deferred tax assets (“DTAs”) to zero. In conjunction with the valuation allowance on our DTAs, we reversed the accrued TRA liability, which resulted in a $193 million gain to our statement of operations. (10) System implementation expense for the years ended December 31, 2023 and 2022 was primarily for the implementation of indirect procurement software, sales deduction software, and financial statement consolidation software. System implementation expenses were associated with the further integration of our acquired businesses. (11) On November 7, 2023, the Company implemented a plan to reorganize and simplify its corporate structure by eliminating its umbrella partnership-C-corporation structure and converting to a more traditional C-corporation structure, whereby all stockholders hold their voting and economic interests directly through the public company (“Reorganization”). For the years ended December 31, 2023 and 2022, Reorganization expenses were comprised of professional fees. www.amneal.com AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    76 Back to Contents Calculation of Gross Leverage and Net Leverage     Year Ended December 31, (unaudited, in thousands)   2023       2019   EBITDA   $ 399,759     $ 155,198   Adjusted EBITDA   $ 558,214     $ 338,938   (unaudited, in thousands)   As of December 31, 2023     As of December 31, 2019   Term Loan Due 2025(1)     $ 191,979     $ 2,658,876   Term Loan Due 2028(1)     2,351,647       —   Amended New Revolving Credit Facility(1)     179,000       —   Sellers Notes(1)     44,200       —   Other     —       624   Gross debt   $ 2,766,826     $ 2,659,500   Less: Cash and cash equivalents     (91,542 )     (151,197 ) NET DEBT   $ 2,675,284     $ 2,508,303       Year Ended December 31, (unaudited)   2023        2019 Gross leverage (Gross debt divided by Adjusted EBITDA)   5.0x   7.8x Net leverage (Net debt divided by Adjusted EBITDA)   4.8x   7.4x (1) As defined in Note 16 in our 2023 Annual Report on Form 10-K. AMNEAL PHARMACEUTICALS, INC.  |  2024Proxy Statement    77 Back to Contents Back to Contents Back to Contents