PERRIGO Co plc — Proxy Solicitation & Information Statement 2026

Mar 20, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Securities Exchange Act of 1934

(Amendment No. )

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PERRIGO COMPANY PLC

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2026 Proxy Statement —

2026 Proxy Statement i

Notice of 2026

Annual General Meeting

Thursday, April 30, 2026 8:30 a.m. (Irish Time)

The 2026 Annual General Meeting (“AGM”) of Shareholders of Perrigo Company plc (“Company” or “Perrigo”) will be held on Thursday, April 30, 2026, at 8:30 a.m. (Irish Time) at 25 North Wall Quay, Dublin 1, D01 H104, Ireland.

Meeting Agenda

1	To elect, by separate resolutions, nine director nominees to serve until the 2027 Annual General Meeting of Shareholders;
2	To ratify, in a non-binding advisory vote, the appointment of Ernst & Young LLP as the Company’s independent auditor, and authorize, in a binding vote, the Board of Directors, acting through the Audit Committee, to fix the remuneration of the auditor;
3	To provide advisory approval of the Company’s executive compensation;
4	To approve the Company’s 2026 Long-Term Incentive Plan;
5	To renew the Board’s authority to issue shares under Irish law;
6	To renew the Board’s authority to opt-out of statutory pre-emption rights under Irish law; and
7	To transact any other business that may properly come before the meeting.

Proposals 1 – 5 are ordinary resolutions requiring the approval of a

simple majority of the votes cast at the meeting. Proposal 6 is a special

resolution requiring the approval of not less than 75% of the votes cast.

All proposals are more fully described in this Proxy Statement.

In addition to the above proposals, the business of the AGM shall include

the consideration of the Company’s Irish Statutory Financial Statements

for the fiscal year ended December 31, 2025, along with the related

directors’ and auditor’s reports and a review of the Company’s affairs.

Thursday, April 30 th , 2026

8:30 a.m. (Irish Time)

25 North Wall Quay, Dublin 1, D01 H104, Ireland

ii Perrigo Company

Admission to the Annual General Meeting

If you wish to attend the AGM, you must be a shareholder as of the

record date, March 2, 2026. If you plan on attending the meeting, you

may obtain admission tickets at the registration desk immediately prior to

the meeting. Shareholders whose shares are registered in the name of a

broker, bank or other nominee should bring proof or a certificate of

ownership to the meeting.

Your vote is important. Please consider the issues presented in this Proxy

Statement and vote your shares as soon as possible. To do so, you

should promptly sign, date and return the enclosed proxy card or proxy

voting instruction form or vote by telephone or Internet following the

instructions on the proxy card or instruction form.

A shareholder entitled to attend and vote at the AGM is entitled, using the

form provided (or the form in section 184 of the Irish Companies Act

2014), to appoint one or more proxies to attend, speak and vote instead

of the shareholder at the AGM. A proxy need not be a shareholder of

record.

By order of the Board of Directors

Charles Atkinson

Executive Vice President, General Counsel and Company Secretary

March 20, 2026

This Proxy Statement and the Annual Report on Form 10-K are available

at www.materials.proxyvote.com/G97822. To vote, you will need to use

the 16-digit control number provided to you.

The Irish Statutory Financial Statements for the fiscal year ended

December 31, 2025 will be available on our Proxy Statement website at

www.materials.proxyvote.com/G97822 on or before April 8, 2026.

We are once again pleased to take advantage of the Securities and Exchange Commission rule allowing companies to furnish proxy materials to their shareholders over the Internet. This e-proxy process expedites shareholders’ receipt of proxy materials while reducing the costs and the environmental impact of our AGM. On or about March 20, 2026, we mailed to our beneficial owners and consenting shareholders of record, a notice of internet availability of proxy materials containing instructions on how to access our proxy statement, Annual Report and Irish Statutory Financial Statements and how to vote online. All other shareholders will receive a paper copy of the proxy statement, proxy card, and Annual Report by mail unless otherwise notified by us or our transfer agent. The notice of internet availability contains instructions on how you can (i) receive a paper copy of the proxy statement, proxy card, Annual Report and Irish Statutory Financial Statements if you only received a notice by mail or (ii) elect to receive your proxy statement, Annual Report and Irish Statutory Financial Statements over the Internet if you received them by mail this year.

2026 Proxy Statement iii

Table of Contents

	Page
Proxy Summary	2
Proposals	2
Governance	2
Board Refreshment	3
Executive Transition/Succession Planning	4
2025 Performance Update	4
Executive Compensation	6
Questions and Answers and Voting Information	8
Corporate Governance	9
General	10
Corporate Governance Guidelines	10
Code of Conduct	10
Director Independence	10
Board Oversight of Risk	11
Board Leadership	13
Chairman of the Board	13
Board of Directors and Committees	13
Audit Committee	14
Talent & Compensation Committee	14
Nominating & Governance Committee	15
Shareholder Engagement	15
Insider Trading, Anti-Hedging and Anti-Pledging Policies	15
Political Activities and Expenditures	16
Board Oversight of Global Cybersecurity and Information Security Risk	16
Cybersecurity and Information Security Risk Governance	17
Executive Sessions of Independent Directors	18
Board and Committee Self-Assessments	18
Shareholder Communications with Directors	18
Director Nominations	18
Proxy Access	19
Board Refreshment	19

	Page
Share Ownership	19
Certain Relationships and Related-Party Transactions	20
Election of Directors	21
Director Skills Matrix	23
Election of Directors	24
About the Nominated Directors	24
Our Expectations for Directors	25
Director Experience	25
Nominees for Election to the Board of Directors at the Annual General Meeting	26
Proposal 1 – Elect nine director nominees to serve until the 2027 Annual General Meeting of Shareholders	31
Sustainability & Environmental, Social & Governance	33
Our Approach to Sustainability & Environmental, Social & Governance	33
Sustainability & Environmental, Social & Governance	33
Building a Winning Culture through Belonging	35
Human Capital Management	35
Total Rewards	35
Well-being	36
Health and Safety	36
Growth and Engagement	36
Continuous Learning	37
Director Compensation	38
Ownership of Perrigo Ordinary Shares	40
Delinquent Section 16(a) Reports	43
Executive Compensation	44
Compensation Discussion and Analysis	44
Our Named Executive Officers for 202 5	46
2025 Say-on-Pay Voting Results	46
Best Compensation Governance and Practices	47

iv Perrigo Company

	Page
What Guides Our Executive Compensation Program	48
The Decision-Making Process	49
Annual Incentive Award Opportunities	52
2025 AIP Payouts	56
Long-Term Incentive Award Opportunities	57
Long-Term Incentive Plan (“ LTIP”) and Pay-for- Performance	59
Free Cash Flow Return on Net Sales PSUs	59
Currency-neutral Adjusted Operating Income used for PSUs (“PSU OI”)	60
Relative TSR PSUs (“rTSR PSUs”)	62
Other Policies, Practices and Guidelines	63
Summary Compensation Table	69
Grants of Plan-Based Awards for 202 5	71
Outstanding Equity Awards at 2025 Year End	73
Option Exercises and Stock Vested in 202 5	75
Non-Qualified Deferred Compensation in 202 5	76
Potential Payments Upon Termination or Change in Control	77
Employment Agreement with Chief Executive Officer	80
Payments Under the Annual Incentive Plan	81
Payments Under the Long-Term Incentive Plan	82
Payments Under the Non-Qualified Deferred Compensation Plan	83
Payments Under the Change-in-Control Severance Policy for U.S. Employees	83
Payments Under the U.S. Severance Policy	84
Payments Under The Perrigo Employee Severance Programme, Ireland	84

	Page
Talent & Compensation Committee Report	85
Equity Compensation Plan Information	85
CEO Pay Ratio	86
Pay Versus Performance	87
Pay Versus Performance Disclosure	87
Audit Committee Report	93
Proposals to be Voted on:	94
1 . E lect nine (9) director nominees to serve until the 2027 Annual General Meeting of Shareholders	95
2. Ratification, in a Non-Binding Advisory Vote, of the Appointment of Ernst & Young LLP as the Company’s Independent Auditor and Authorization, in a Binding Vote, of the Board of Directors, Acting Through the Audit Committee, to Fix the Remuneration of the Auditor	96
3. Advisory vote on the Company’s executive compensation	98
4. Approve the Company’s 2026 Long-Term Incentive Plan	100
5. Renew the Board’s authority to issue shares under Irish law	111
6. Renew the Board’s authority to opt-out of statutory pre-emption rights under Irish law	112
Presentation of Irish Statutory Financial Statements	114
Annual Report on Form 10-K	115
Questions and Answers and Voting Information	116
Appendix A	A-1
Appendix B	B-1

The proxy statement, form of proxy and voting instructions are being mailed to shareholders starting on or about

March 20, 2026.

Proxy Summary

2 Proposals

4 Executive Transition / Succession Planning

8 Questions and Answers and Voting Information

2 Governance

4 2025 Performance Update

3 Board Refreshment

6 Executive Compensation

1

2 Perrigo Company

Proxy Summary

Here are highlights of important information you will find in this proxy

statement. As this is only a summary, we encourage you to review the

complete proxy statement before you vote.

Proposals

Resolutions Proposed for Shareholder Vote		Board Vote Recommendation	Page Reference for Additional Details
1	Election of directors	FOR each nominee	95
2	Advisory vote on ratification of independent auditor and binding vote on authorization of Board (through Audit Committee) to fix remuneration of auditor	FOR	96
3	Advisory vote on executive compensation	FOR	98
4	Approve the 2026 Long-Term Incentive Plan	FOR	100
5	Renew the Board’s authority to issue shares under Irish law	FOR	111
6	Renew the Board’s authority to opt-out of statutory pre-emption rights under Irish law	FOR	112

Governance

Annual director elections	Robust share ownership guidelines
8 of 9 director nominees are independent	Majority voting for directors election
All committee members are independent	No shareholder rights plan
Regular Board refreshment	Board level risk oversight
Independent directors regularly meet in executive session	Anti-hedging and anti-pledging policies
Annual Board and committee assessments	Regular shareholder engagement
Separate independent Chair and Chief Executive Officer roles	Board represents a robust mix of experience and skills

April 30th th , 2026 at 8:30 a.m.

25 North Wall Quay, Dublin 1, D01 H104, Ireland

2026 Proxy Statement 3

Proxy Summary

Board Refreshment

The Nominating & Governance Committee (“ NGC ”) recommends individuals as director nominees based on

various criteria, including their business and professional background, integrity, understanding of our business,

demonstrated ability to make independent analytical inquiries and the willingness and ability to devote the

necessary time to Board and committee duties . A director’s qualifications in meeting these criteria are

considered at least each time the director is recommended for Board membership. Should a new director be

needed to satisfy specific criteria or to fill a vacancy, the NGC will initiate a search for potential director

nominees, and it will seek input from other Board members, including the Chief Executive Officer (“ CEO ”), and

Chair of the Board, as well as any outside advisers assisting in identifying and evaluating candidates.

Four of Perrigo’s eight non-employee director nominees have been appointed in the last five years, with Jonas

Samuelson appointed to the Board in January 2025 and Kevin Egan appointed in May 2025. As of the date of

the AGM, the average tenure of our non-employee director nominees will be approximately 5 years . The

following table provides summary information about our nominees for election to the Board of Directors. For

more information on our director nominees, see the ‘Election of Directors’ section beginning on page 22 .

Director Nominees — Name	Director Since	Primary Occupation 1	Independent	Number of Other Public Company Boards
Bradley A. Alford	2017	Former Executive	Yes	Two
Orlando D. Ashford	2020	Executive	Yes	One
Julia M. Brown	2023	Former Executive	Yes	One
Kevin Egan	2025	Former Executive	Yes	None
Patrick Lockwood-Taylor	2023	President & CEO	No	None
Albert A. Manzone	2022	Executive	Yes	Two
Donal O'Connor	2014	Former Executive	Yes	One
Geoffrey M. Parker	2016	Executive 2	Yes	None
Jonas Samuelson	2025	Former Executive	Yes	Two

1. Other than Patrick Lockwood-Taylor, all director nominees are independent and their Executive / Former Executive title indicates current

or former positions with other companies.

2. Mr. Parker is Chief Financial Officer of Allogene Therapeutics, and was formerly Chief Financial Officer of Tricida, Inc., a biotechnology

company that filed for bankruptcy in 2023 after its investigational drug candidate failed to reach the primary endpoint of its clinical trial.

1. See Appendix A for reconciliation of Adjusted (non-GAAP) to Reported (GAAP).

4 Perrigo Company

Proxy Summary

Executive Transition / Succession Planning

The Company is led by an Executive Leadership Team (“ ELT ”) which consists of the CEO and his direct reports.

Perrigo and its Board of Directors have long-partnered on a robust ELT Talent Review and Succession planning

process.

Since joining Perrigo in 2023, Patrick Lockwood-Taylor has continued his focus on ensuring we have the right

leadership team in place for success. Effective June 23, 2025, Matt Winterman was appointed Executive Vice

President (“ EVP ”), Product Supply, Operations Strategy and Transformation Officer replacing Ronald Janish,

who continued in an advisory capacity until his exit from the Company on September 30, 2025. On June 30,

2025, Catherine “Triona” Schmelter exited Perrigo as EVP and President, Consumer Self-Care Americas due to

the elimination of her position as part of the Company’s Stabilize, Streamline and Strengthen plan, our ‘3-S’ plan.

As part of this initiative, on July 1, 2025 Roberto Khoury was appointed EVP and Chief Commercial Officer.

2025 Performance Update 1

We made substantial progress on our ‘3-S’ plan in 2025 by advancing our Enterprise Strategy, which outlines a

tangible roadmap to drive performance and Total Shareholder Return ( “ TSR ” ) on our journey to become 'One

Perrigo’. We clearly defined our Business Model to deliver a focused portfolio of consumer health solutions that

delight consumers and, in partnership with our customers, improve access and accelerate category growth.

Now, we are laser-focused on scaling more molecules, at more price points, to more consumers, in support of

Our Purpose: Making Lives Better Through Trusted Health and Wellness Solutions, Accessible to All.

We anchored our strategic plan around three clear steps:

1. Stabilize	2. Streamline	3. Strengthen
We stabilized our store brand business evidenced by solid share and distribution gains. We also stabilized supply in Infant Formula, recovering service levels above 90%, even as demand recovery slowed and competition intensified.	We simplified our portfolio and implemented a new commercial operating model; completed and delivered meaningful benefits from our Project Energize and Supply Chain Reinvention programs, and announced the divestitures of Dermacosmetics & strategic reviews for Infant Formula and Oral Care.	We strengthened our innovation pipeline vs. prior year, prioritized our key brands, bolstered capabilities and are directing resources where they impact the most.

In addition to these advancements, the Company achieved its full-year 2025 adjusted EPS within its updated

guidance range, delivered low-single-digit adjusted operating income growth and expanded adjusted operating

margin, due in part to accretive initiatives and new products. These successes were achieved despite

challenging market conditions.

2026 Proxy Statement 5

Proxy Summary

Other strategic and operational highlights include:

●	Grew Market Share in both store brands and key brands: in the U.S., Perrigo store brand volume share gained 60 basis points 1 , and Perrigo key brands dollar share gained 10 basis points 2 .
●	Strengthened our Innovation Pipeline with a potential unadjusted dollar value 3X greater than 2024.
●	Customer service levels have strengthened and we consistently achieved greater than 90% with top customers.
●	Successfully completed 'Project Energize' streamlining efforts, which achieved gross annualized pre-tax savings gross of approximately $163 million, towards the high-end of the Company's estimated range of $140 million to $170 million.
●	Further streamlined the portfolio by announcing the agreement to divest our Dermacosmetics business for up to €327 Million; separately announced strategic reviews for the Infant Formula and Oral Care businesses.
●	Announced the scaling and optimizing of our growth model—anchored in global Category Leadership and Market Activation— across the organization to enhance agility, accelerate innovation and drive long-term sustainable growth.
●	Successfully completed our Supply Chain Reinvention program, which was initiated in 2022, and achieved gross annualized pre- tax benefits of $157 million, within the Company's estimated range of $150 million to $200 million by the end of 2025.
●	Successfully introduced our ‘3-S’ plan to Stabilize, Streamline and Strengthen the organization at our February 2025 Investor Day.
●	Grew adjusted earnings per share amid challenging market conditions.

1. Share gains according to Circana 13-weeks and/or 52-weeks ending 12/28/25 vs. prior year period in the categories where Perrigo

participates in cough cold, allergy, digestive health, pain, nicotine replacement, skin care and women’s health.

2. Consolidation of various data sources (IQVIA, IRI, Nielsen, Openhealth, Newline, HMR, reddata, Farmastat) latest data available, ending

November 2025.

6 Perrigo Company

Proxy Summary

Financial highlights of fiscal year 2025 results from continuing operations include 1 :

$4.3 B Reported net sales	$622 M Adjusted operating income	14.6 % Adjusted operating margin
Reported net sales were $4.3 billion compared to $4.4 billion in the prior year, due primarily to businesses under strategic review and divestitures and exited products.	Adjusted operating income increased $14 million , higher by 2% compared to the prior year.	Adjusted operating margin of 14.6% expanded 70 basis points compared to the prior year.

$2.75 Adjusted EPS	$239 M Operating cash flow	4.0x Adjusted EBITDA
Adjusted earnings per share of $2.75, increased $0.18 or 7.0%, compared to the prior year, including a tailwind of $0.10 from favorable currency translation and an unfavorable impact of $0.12 from divestitures and exited products.	Operating cash flow was $239 million, leading to end of year cash and cash equivalents on the balance sheet of $532 million.	Maintained a strong balance sheet as net leverage to adjusted EBITDA was 4.0x at the end of 2025, flat compared to the prior year-end.

1. See Appendix A for reconciliation of Adjusted (non-GAAP) to Reported (GAAP).

Executive Compensation

Executive Compensation Principles

As a Consumer Self-Care market leader, the Company is focused on our new corporate vision, purpose

statement and blueprint to build 'One Perrigo'. Our ability to successfully execute our business strategies will

depend in large part on continuing to have the right executive leadership team to guide Perrigo and ensure the

long-term success of the company.

For this reason, our executive compensation program is designed to attract, inspire and retain the highest level

of executive talent. Further, our programs are structured to closely align with our business objectives and

c ommitment to shareholder value creation by having the vast majority of our executives' compensation being

at risk, not guaranteed, and linked to performance in order to be realized.

2026 Proxy Statement 7

Proxy Summary

What We Do
●	Pay-for-Performance philosophy that emphasizes variable, at-risk, performance based, equitable pay
●	Directly align executive compensation with shareholder returns through long-term operational, financial and share price performance
●	Mitigate risk by conducting independent annual risk assessments
●	Incorporate plan design features that cap maximum level of payouts, use multiple performance metrics and include claw back provisions
●	Have rigorous share ownership guidelines
●	Use an independent compensation consultant
●	Regularly review annual share utilization and potential dilution from equity compensation plans

What We Don’t Do
●	Permit hedging or pledging of Perrigo stock
●	Provide significant perquisites
●	Provide “single trigger” change in control cash severance benefits
●	Provide excise tax gross-up on any change in control payments

Program Design

• The primary elements of executive compensation consist of base salary, annual incentive and long-term

equity incentive compensation.

• The vast majority ( 87% for our CEO and 76%, on average, for our other Named Executive Officers or

“ NEOs ” ) of our ongoing target executive compensation opportunity is performance-based and/or at-risk (i.e.,

not guaranteed).

• Compensation is weighted toward long-term equity awards rather than short-term cash compensation to

directly align the interests of executive leadership and our shareholders.

8 Perrigo Company

Proxy Summary

CEO Compensation

Other NEOs Compensation

n Base Salary	n FCF/NS PSU
n RSU	n AIP
n rTSR PSU

2025 Compensation Highlights

●	For 2025, base salaries for all named executive officers were increased in line with the Company’s overall salary increase budget of 3%.
●	Consistent with our pay for performance philosophy, payouts under our Annual Incentive Plans (“ AIP ”) are below target due to our performance on Net Sales, Adjusted Operating Income and Operating Cash flow.
●	The three-year cumulative payout for the 2023-2025 currency-neutral Adjusted Operating Income used for Performance Share Units (“ PSU OI ”) was 91.2% of target. Please see detailed explanation beginning on page 62. The three-year cumulative payout for the 2023-2025 Relative Total Shareholder Return Performance Share Units (“ rTSR-PSUs ”) was 0% of target.
●	In 2025, the Talent & Compensation Committee (“ TCC ”) replaced the PSU OI component of the LTIP grant mix with PSUs tied to Free Cash Flow Return as a percentage of Net Sales (“ FCF/NS PSUs ”). FCF/NS goals were established for 2025, 2026 and 2027, and at the end of the three-year period the payout will be based on the average of the payouts resulting from actual performance each year versus the pre-established goals. In 2025, NEOs were granted annual LTIP awards allocated 50% to FCF/NS PSUs, 20% to rTSR-PSUs earned based on three-year TSR performance relative to the constituents of Perrigo’s TSR comparator group, and 30% to Restricted Stock Units (“ RSUs ”) vesting over three years—meaning that 70% of our Executives’ Target Long-Term Incentive (“ LTI ”) compensation is subject to performance hurdles in order to vest.

Questions and Answers and Voting Information

Please see the Questions and Answers and Voting Information section beginning on page 116 for important

information about voting, the proxy materials and deadlines for submitting shareholder proposals and director

nominees for the 2027 Annual General Meeting of Shareholders. Additional questions may be directed to Perrigo

Company plc, Attn: General Counsel, Sharp Building, Hogan Place, Dublin 2, D02 TY74, Ireland or

GeneralMeeting@perrigo .com .

Corporate Governance

10 General

14 Audit Committee

18 Executive Sessions of Independent Directors

10 Corporate Governance Guidelines

14 Talent & Compensation Committee

18 Board and Committee Self-Assessments

10 Code of Conduct

15 Nominating & Governance Committee

18 Shareholder Communications with Directors

10 Director Independence

15 Shareholder Engagement

18 Director Nominations

11 Board Oversight of Risk

15 Insider Trading, Anti-Hedging and Anti-Pledging Policies

19 Proxy Access

13 Board Leadership

16 Political Activities and Expenditures

19 Board Refreshment

13 Chairman of the Board

16 Board Oversight of Global Cybersecurity and Information Security Risk

19 Share Ownership

13 Board of Directors and Committees

17 Cybersecurity and Information Security Risk Governance

20 Certain Relationships and Related-Party Transactions

9

10 Perrigo Company

Corporate Governance

General

We manage our business under the direction of our Board of Directors. The CEO is a member of, and reports

directly to, our Board, and members of our ELT regularly advise our Board on those business segments for

which each executive has management responsibility. Our Board is kept informed through discussions with our

CEO and other officers, by reviewing materials provided to them, by visiting our facilities and by participating in

Board and committee meetings.

Corporate Governance Guidelines

The Board of Directors has adopted Corporate Governance Guidelines that are available on our website

(www.Perrigo.com) under the heading Investors – Corporate Governance. The Board may review and amend

these guidelines from time to time. We will mail a copy of these guidelines to any shareholder upon written

request to our Company Secretary, Charles Atkinson, at Sharp Building, Hogan Place, Dublin 2, D02 TY74,

Ireland, or by email at GeneralMeeting@perrigo.com . As part of our ongoing commitment to corporate

governance, we periodically review our corporate governance policies and practices for compliance with the

provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations of both the U.S. Securities and

Exchange Commission (“ SEC ”) and the New York Stock Exchange (“ NYSE ”).

Code of Conduct

Our Code of Conduct acknowledges that a reputation for ethical, moral and legal business conduct is one of

Perrigo’s most valuable assets. In addition to acknowledging ethical and legal obligations for financial reporting,

the Code of Conduct requires that our employees, officers and directors comply with laws and other legal

requirements, adhere to our policies and procedures, avoid conflicts of interest, protect corporate opportunities

and confidential information, conduct business in an honest and ethical manner and otherwise act with integrity

and in Perrigo’s best interest. Our Code of Conduct is available on our website (www.Perrigo.com) under the

heading – Corporate Responsibility - Policies & Practices, and we will promptly post any amendments to or

waivers of the Code of Conduct on our website. We will mail a copy of our Code of Conduct to any shareholder

upon request to our Company Secretary, Charles Atkinson, at Sharp Building, Hogan Place, Dublin 2, D02 TY74,

Ireland, or at GeneralMeeting@perrigo.com .

Director Independence

Our Corporate Governance Guidelines provide that a substantial majority of our directors should meet NYSE

independence requirements. A director will not be considered independent unless the Board of Directors

determines that the director meets the NYSE independence requirements and has no relationship that, in the

opinion of the Board, would interfere with the exercise of independent judgment in carrying out the

responsibilities of a director. Based on its most recent annual review of director independence, the Board of

Directors has determined that eight of our nine director nominees are independent, including Bradley A. Alford,

Orlando D. Ashford, Julia M. Brown, Kevin Egan, Albert A. Manzone, Donal O’Connor, Geoffrey M. Parker and

Jonas Samuelson, as well as current directors Adriana Karaboutis and Jeffrey Kindler who are not standing for

re-election. Patrick Lockwood-Taylor is not independent under these standards because he is currently serving

as an officer of Perrigo.

2026 Proxy Statement 11

Corporate Governance

In making its independence determination, the Board of Directors has broadly considered all relevant facts and

circumstances and concluded that there are no material relationships that would impair these directors’

independence.

Board Oversight of Risk

While management is responsible for day-to-day risk management, the Board of Directors is responsible for

the overall risk oversight, including cybersecurity and Sustainability & Environmental, Social & Governance

(“ Sustainability & ESG ”) risks, and the Audit Committee is responsible for the overall framework for the risk

assessment and enterprise risk management (“ ERM ”) process for the Company. The Board’s committees take

the lead in discrete areas of risk oversight when appropriate. For example, the Audit Committee is primarily

responsible for risk oversight relating to financial statements; the TCC is primarily responsible for risk oversight

relating to executive compensation and the Company’s compensation policies and practices, along with

corporate culture; and the NGC is primarily responsible for risk oversight relating to corporate governance and

cybersecurity, along with Sustainability & ESG matters. These committees report to the Board of Directors on

risk management matters.

Management periodically presents to the Board of Directors its view of the major risks facing the Company,

which may include a dedicated ERM presentation. Matters such as risk appetite and management of risk are

also discussed at this meeting. In addition, risk is regularly addressed in a wide range of Board discussions,

including those related to segment or business unit activities, specific corporate functions (such as treasury,

intellectual property, capital allocation and taxation matters), acquisitions, divestitures and consideration of

other extraordinary transactions. As part of these discussions, our directors ask questions, offer insights and

challenge management to continually improve its risk assessment and management of identified risks.

Additionally, independent directors have the opportunity to meet in executive sessions with management and

compliance leaders. The Board has full access to management as well as the ability to engage advisors to

assist the Board in its risk oversight role.

12 Perrigo Company

Corporate Governance

The following chart provides a summary overview of key areas of risk oversight for the Board and management.

Board of Directors Oversees Major Risks — Strategic and Competitiveness	Financial	Brand and Reputational	Legal and Regulatory
Operational	Cybersecurity	Sustainability & Environmental, Social, & Governance	Organizational Succession Planning

Management Key Risk Responsibilities — Business units identify and manage business risks	Central functions design risk framework, including setting boundaries and monitoring risk appetite	Internal Audit provides independent assurance on design and effectiveness of internal controls and governance practices

2026 Proxy Statement 13

Corporate Governance

Board Leadership

Our governance documents provide the Board with flexibility to select the appropriate leadership structure for

the Company. In making leadership structure determinations, the Board considers many factors, including the

specific needs of the business and what is in the best interests of the Company’s shareholders.

Our current leadership structure consists of a separate Chairman of the Board and CEO, and strong, active

independent directors. The Board believes that the Company and its shareholders are well-served by this

leadership structure at this time. In addition, having three independent Board Committees chaired by

independent directors provides a formal structure for strong, independent oversight of the President and CEO

and the rest of the Company’s management team.

Chairman of the Board

We have had a separate, independent Chairman of the Board since 2016, and Mr. Ashford has held the position

since May 2022. The role of the Chairman includes:

• presiding at all Board meetings, including executive sessions of the independent directors;

• serving as a liaison between the CEO and the independent directors, including being responsible for

communicating with the CEO regarding CEO performance evaluations and providing feedback from the

independent director sessions;

• having the authority to call meetings of the independent directors; and

• approving Board meeting agendas and schedules to ensure there is sufficient time for discussion of all

agenda items.

The Chairman is selected from those Perrigo directors who are independent and who have not been a former

executive officer of Perrigo. The Chairman position is for an initial term of three years, subject to annual reviews

by our NGC, annual re-election of that director at the intervening Annual General Meetings and an annual

appointment by the independent directors.

Board of Directors and Committees

Perrigo’s Board of Directors met 6 times during 2025. The Board of Directors has standing Audit (“ AC ”), Talent &

Compensation (“ TCC ”) and Nominating & Governance Committees (“ NGC ”), and there were a total of 17 formal

committee meetings during 2025. Each director attended at least 75% of the regularly scheduled and special

meetings of the Board and Board committees on which he or she served during 2025.

We encourage all of our directors to attend our Annual General Meetings, and all continuing directors then

serving participated in the AGM in 2025.

The Board has adopted a charter for each of the AC, TCC and NGC that specifies the composition and

responsibilities of each committee. Copies of the charters are available on our website (www.Perrigo.com) under

Investors – Corporate Governance and are available in print to shareholders upon request to our Company

Secretary, Charles Atkinson, Sharp Building, Hogan Place, Dublin 2, D02 TY74, Ireland, or

GeneralMeeting@perrigo.com.

14 Perrigo Company

Corporate Governance

Audit Committee

During 2025, the AC met formally 6 times. The AC currently consists of the following independent directors:

Donal O’Connor (Chair), Kevin Egan, Adriana Karaboutis (who will not stand for re-election at the AGM) , Albert

Manzone, Geoffrey M. Parker and Jonas Samuelson. On February 18, 2026, the Board selected Kevin Egan to

be the next Audit Committee Chair, to take effect upon his re-election at the AGM.

The AC monitors our accounting and financial reporting principles, policies and internal controls. It is directly

responsible for the compensation and oversight of the work of the independent registered public accounting firm

in the preparation and issuance of audit reports and related work, including the resolution of any disagreements

between management and the independent registered public accounting firm regarding financial reporting. It is

also responsible for overseeing the work of our internal audit function. Additional information on the committee

and its activities is set forth in the Audit Committee Report on page 93 .

The Board of Directors has determined that each member of the AC (1) meets the audit committee

independence requirements of the NYSE listing standards and the rules and regulations of the SEC and (2) is

able to read and understand fundamental financial statements as required by the NYSE listing standards. The

Board has also determined that Kevin Egan, Adriana Karaboutis, Albert Manzone, Donal O’Connor, Geoffrey M.

Parker and Jonas Samuelson have the requisite attributes of an “ Audit Committee Financial Expert ” under the

SEC’s rules and that such attributes were acquired through relevant education and work experience.

Talent & Compensation Committee

During 2025, the TCC met formally 6 times. The TCC currently consists of the following independent directors:

Jeffrey B. Kindler (Chair) (who will not stand for re-election at the AGM), Bradley A. Alford, Orlando Ashford and

Julia Brown. On February 18, 2026, the Board selected Jonas Samuelson to be the next TCC Chair, to take

effect upon his re-election at the AGM.

The TCC reviews and recommends to the Board compensation arrangements for the CEO and non-employee

directors. It also reviews and approves the annual compensation for executive officers, including salaries,

annual incentives and long-term incentive compensation. The TCC administers Perrigo’s annual incentive and

long-term incentive plans. The TCC also reviews and makes recommendations to the Board regarding

succession planning and corporate culture programs and initiatives.

The TCC engaged Frederic W. Cook & Company, Inc. (“ FW Cook ”) as its independent consultant to provide

independent, outside perspective and consulting services on Perrigo’s executive compensation and non-

employee director compensation programs. Additionally, FW Cook assists the TCC in considering and analyzing

market practices, trends and management’s compensation recommendations. Perrigo did not retain FW Cook to

perform any other compensation-related or consulting services for the Company. Interactions between FW Cook

and management were generally limited to discussions on behalf of the TCC or as required to compile

information at the TCC’s direction. Based on these factors, its own evaluation of FW Cook’s independence

pursuant to the requirements approved and adopted by the SEC and the NYSE, and information provided by

FW Cook, the TCC has determined that the work performed by FW Cook did not raise any conflicts of interest.

Additional information regarding the processes and procedures of the TCC is presented in the Compensation

Discussion and Analysis, beginning on page 44 .

2026 Proxy Statement 15

Corporate Governance

Nominating & Governance Committee

During 2025, the NGC met formally 5 times. In addition, members of the NGC met together with advisors

regularly in connection with board refreshment planning. The NGC currently consists of the following

independent directors: Adriana Karaboutis (Chair) (who will not stand for re-election at the AGM), Orlando D.

Ashford, Julia Brown, and Jonas Samuelson. On February 18, 2026, the Board selected Julia Brown to be the

next NGC Chair, to take effect upon her re-election at the AGM.

The NGC identifies and recommends to the Board qualified director nominees. This committee also oversees

succession planning for the President and Chief Executive Officer and oversees the Company’s key

cybersecurity, sustainability and environmental policies, objectives, risks and related matters. The Committee

also develops and recommends to the Board the Corporate Governance Guidelines, leads the Board’s annual

performance review, and makes recommendations on director assignments to Board committees and Board

succession planning.

Shareholder Engagement

We believe that ongoing, transparent communication with our shareholders is critical to our long-term success.

We have a robust shareholder engagement program, and we maintain active, year-round communication with

our shareholders and prospective shareholders through a number of forums, including quarterly earnings

presentations, investor conferences, securities filings, phone calls, correspondence and individual meetings.

These meetings enable two-way dialogue between our shareholders and the Company and provide a forum for

our leadership to listen to our shareholders’ perspectives, answer any questions and engage in dialogue on any

feedback they may have.

We were able to conduct meaningful dialogue with many of our top shareholders, as well as numerous other

current and prospective shareholders, on topics such as our business performance and overall corporate

strategy, capital allocation, industry and market trends, corporate governance, mergers and acquisitions

(“ M&A ”) strategy, Sustainability & ESG, human capital and executive compensation. Throughout 2025, senior

management and the investor relations team met with many representatives of current and potential institutional

investors representing trillions of dollars in assets u nder management.

In addition to our regular ongoing shareholder engagement program, we have engaged the proxy solicitation

firm, Okapi Partners, to assist with outreach to discuss overall business strategy, executive compensation,

governance and sustainability and ESG matters. Between this engagement exercise in late 2025 and our

investor relations program, we reached out to our top 25 investors, representing 77.5% of shares outstanding.

Company participants included members from investor relations, legal, human resources, sustainability and ESG

and finance. We also solicited engagement with the two top proxy advisory firms to discuss their perspectives

around best practices of executive compensation programs.

Our shareholders have provided us with valuable feedback and external viewpoints that inform the way we think

about our business and strategy, and we are committed to a continuing transparent dialogue .

Insider Trading, Anti-Hedging and Anti-Pledging Policies

The Company has adopted an insider trading policy and procedures governing the purchase, sale and other

dispositions of its securities by directors, officers and employees of the Company itself. We believe this policy

and related procedures are reasonably designed to promote compliance with insider trading laws, rules and

regulations and applicable listing standards. Our Insider Trading Policy prohibits executive officers and directors

of the Company from trading in options, warrants, puts and calls or similar instruments on Company securities

and holding Company securities in margin accounts, as well as from pledging Company securities as collateral

16 Perrigo Company

Corporate Governance

for a loan. In addition, the Policy prohibits Company directors and all employees, including executive officers,

from selling Company securities “short”, engaging in “short sales against the box” and entering into hedging or

monetization transactions or similar arrangements with respect to Company securities. The Company also

follows procedures for the repurchase of its securities. A copy of our Insider Trading Policy was filed as an

Exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025.

Political Activities and Expenditures

Perrigo recognizes that investors and other stakeholders may be interested in our political activities and

expenditures. With this in mind, we provide the following information:

• We have a written policy regarding political contributions and activities. This Policy on Political Contributions

and Activities is available on our website (www.Perrigo.com) under Corporate Responsibility - Policies &

Practices. As explained in this Policy, the use of company funds, assets or resources for political parties,

candidates or campaigns is prohibited unless permitted by applicable law and approved in advance by the

General Counsel. We do not contribute corporate funds to federal candidates, federal political committees or

most Section 527 organizations.

• Perrigo’s Political Contributions and Activities Policy also requires compliance with all lobbying-related

registration and reporting laws, including the Irish Lobbying Act. As an Irish domiciled company, we are

required to report any lobbying activity in Ireland and have not reported any such activity in the last several

years.

• As explained in our Code of Conduct available on our website ( www.Perrigo.com ) under Corporate

Responsibility - Policies & Practices, we are committed to ethical behavior and accountability in all

engagements relating to governmental affairs. We comply with all local laws and regulations in our political

actions and ensure that political advocacy conducted on Perrigo’s behalf is consistent with our values.

• Perrigo engaged in political advocacy during the reporting period. This included expenditures relating to

political advocacy in connection with our infant formula and women's health businesses. We expect this

political advocacy to continue in the current reporting period.

Board Oversight of Global Cybersecurity and Information Security Risk

The NGC meets regularly to discuss cybersecurity and information security risks and will convene additionally if

a specific incident occurs . The Chair of the NGC regularly reports to the Board on key matters considered by the

Committee.

Cybersecurity is an important part of our risk management program and an area of increasing focus for our

Board and management. We use a risk-based approach to identify, assess, protect, detect, respond to and

recover from cybersecurity threats. The Company’s cybersecurity policies, standards and processes are

designed and implemented in light of the requirements of the National Institute of Standards and Technology

(“ NIST ”) frameworks for cybersecurity and privacy.

Recognizing that no single technology, process or business control can effectively prevent or mitigate all risks,

we employ multiple technologies, processes and controls all working as part of a cohesive strategy to minimize

risk including the following:

• We emphasize security and resiliency through business assurance capabilities and incident response plans

designed to identify, evaluate and remediate incidents when they occur. We regularly review and update our

2026 Proxy Statement 17

Corporate Governance

plans, policies and technologies and conduct regular training exercises and crisis management

preparedness activities to test their effectiveness.

• Perrigo leverages the NIST cybersecurity framework to measure the capability of its cybersecurity program

and we conduct third party assessments to measure the NIST ratings.

• We maintain a cybersecurity risk register which is reviewed periodically with relevant stakeholders. Risks

that are higher in impact are included within our Enterprise Risk Register which is reviewed with ELT and

Perrigo Board of Directors.

• Our process used to identify, assess, protect, detect, respond to and recover from cybersecurity threats is

regularly tested by external parties through penetration testing and other exercises designed to assess and

test our cybersecurity health, resiliency and the effectiveness of our program.

• Management invests in organization capability and technology to manage and identify cybersecurity and

information security risks. Our Company has information security employees across the globe, enabling us

to monitor and promptly respond to threats and incidents, identify and maintain oversight of cybersecurity

risks associated with third parties, evaluate and deploy cybersecurity technologies and educate associates

on cybersecurity risks.

• We maintain cyber insurance coverage to help mitigate possible costs associated with a potential incident.

• We have implemented an information and cybersecurity awareness program designed to educate and test

employee maturity at least annually, and regularly throughout the year employees receive training regarding

phishing and other threat actor schemes, the inherent risks involved in human interaction with information

and operational technology and new and emerging technologies.

We have processes in place designed to allow us to oversee and identify risks from cybersecurity threats

associated with our use of third-party service providers and suppliers through our Supplier Cyber Risk

Assessment process, which assesses third-party cybersecurity controls through a combination of risk

assessment questionnaires, commercially available risk data and security rating platforms. We also include

cybersecurity and information security language in our contracts where applicable. We require our suppliers and

partners to report cybersecurity incidents to us so that we can assess the impact of such an incident on us and

have dedicated processes to respond to cybersecurity incidents at third parties. We have established

processes to contain the impact of potential security incidents on Perrigo's third party service providers.

Cybersecurity and Information Security Risk Governance

Our overall information security efforts are led by the Chief Information Security Officer (“ CISO ”). The CISO has

substantial experience in cybersecurity, including knowledge, skills, certifications and background in the field.

The CISO holds several key certifications including Certified Information Systems Security Professional

(“ CISSP ”), Certified Secure Software Lifecycle Professional (“ CSSLP ”) and Certified Ethical Hacker (“ CeH ”).

While management is responsible for day-to-day risk management, the Board is responsible for the Company’s

overall risk oversight function, including cybersecurity risks, and includes oversight by several committees. The

NGC, comprised solely of independent directors, supports the Board by overseeing cybersecurity risks, policies

and objectives. As a part of its duties, the NGC regularly provides reports to the full Board of Directors.

The NGC routinely engages with the Chief Financial Officer (“ CFO ”), the CISO and Chief Technology Officer

(“ CTO ”) on a range of cybersecurity-related topics, including threats to the environment and vulnerability

assessments, policies and practices, technology trends and regulatory developments.

18 Perrigo Company

Corporate Governance

Perrigo has an incident response team comprised of the CISO and senior leadership from Legal, Human

Resources and Finance. We have a formalized breach management protocol and playbooks that are tested

periodically. Perrigo uses a panel of forensic and industry leading third-party service providers to assist the

Company with its response in the event of a cybersecurity incident. This collaborative approach, working with a

wide range of key stakeholders to manage risk, allows us to effectively share and respond to threat intelligence.

We employ escalation procedures designed to notify management of certain specific cybersecurity threats or

incidents. If deemed appropriate, management will notify the NGC, which may convene to discuss the

cybersecurity threat before reporting to the Board on the matter.

Executive Sessions of Independent Directors

The independent members of the Board of Directors hold regularly scheduled meetings in executive session

without management, and they also meet in executive session with the CEO on a regular basis.

Board and Committee Self-Assessments

The Board and the AC, TCC and NGC have historically conducted annual self-assessments, either through

the use of extensive internal questionnaires or third parties. Through this process, directors evaluate the

composition, effectiveness, processes and skills of the Board and individual Committees and identify areas

that may merit further focus or consideration. The results of the assessments are reviewed and discussed by

members of the NGC, which then reports to and leads a discussion with the full Board.

Shareholder Communications with Directors

Shareholders and other interested parties may communicate with any of our directors or with the independent

directors as a group by writing to them in care of our Company Secretary, Charles Atkinson, at Sharp Building,

Hogan Place, Dublin 2, D02 TY74, Ireland. Relevant communications will be distributed to the appropriate

directors depending on the facts and circumstances outlined in the communication. In accordance with the

policy adopted by our independent directors, any communications that allege or report significant or material

fiscal improprieties or complaints about internal accounting controls or other accounting or auditing matters will

be immediately sent to the Chair of the Audit Committee and, after consultation with the Chair, may be sent to

the other members of the Audit Committee. In addition, the Chairman of the Board will be advised promptly of

any communications that allege misconduct on the part of Perrigo management or that raise legal or ethical

concerns about Perrigo’s practices or compliance concerns about Perrigo’s policies. The General Counsel

maintains a log of all such communications, which is available for review by any Board member upon his or

her request.

Director Nominations

The NGC is responsible for screening and recommending candidates for service as a director and considering

recommendations offered by shareholders in accordance with our Articles of Association. The Board as a whole

is responsible for approving nominees. The NGC recommends individuals as director nominees based on

various criteria, including their business and professional background, integrity, understanding of our business,

demonstrated ability to make independent analytical inquiries and the willingness and ability to devote the

necessary time to Board and committee duties. In assessing a director’s ability to devote the necessary time to

Perrigo Board and committee duties, the NGC considers our Corporate Governance Guidelines which provide

that “directors should not serve on more than three other boards of public companies in addition to the

Company’s Board,” and a “director may exceed this limit if the Board consents after receiving the

recommendation of the [NGC], which shall have considered relevant facts and circumstances.”

2026 Proxy Statement 19

Corporate Governance

A director’s qualifications in meeting these criteria are considered at least each time the director is

recommended for Board membership. Should a new director be needed to satisfy specific criteria or to fill a

vacancy, the NGC will initiate a search for potential director nominees, and it will seek input from other Board

members, including the CEO, and Chairman of the Board, as well as any senior management or outside

advisers assisting in identifying and evaluating candidates.

Shareholders may nominate candidates for consideration at an Annual General Meeting by following the process

described in the Articles of Association and summarized in this proxy statement under “Voting Information – How

do I submit a shareholder proposal or director nomination for the next AGM?”.

Upon a material change in a director’s job responsibility, including retirement, our Corporate Governance

Guidelines require the director to tender his or her resignation from the Board. The NGC will consider the

change in circumstance and make a recommendation to the Board to accept or reject the offer of resignation.

Proxy Access

Proxy access has been a part of Perrigo since 2017 and allows eligible shareholders to include their own

director nominees in Perrigo’s proxy materials along with the candidates nominated by the Board. This right is

summarized in this proxy statement under “Voting Information – How do I use proxy access to nominate a

director candidate for the next AGM?”.

Board Refreshment

As set out within the 'Director Nominations' section, the Board is committed to thoughtful board refreshment and

ongoing board succession planning. Four of Perrigo’s eight non-employee director nominees have been

appointed in the last five years, with Jonas Samuelson appointed to the Board in January 2025 and Kevin Egan

appointed in May 2025. As of the date of the AGM, the average tenure of our non-employee director nominees

will be approximately 5 years. For more information on our director nominees, see the ‘Election of Directors’

section beginning on page 22 .

Share Ownership

Under our Share Ownership Guidelines, each director who is not a Perrigo employee is required to attain share

ownership at a level equal to six times their annual cash retainer. Non-employee directors are subject to the

same definition of share ownership and retention requirements as executive officers. The Share Ownership

Guidelines are described in the Compensation Discussion and Analysis – Other Policies, Practices and

Guidelines – Executive Share Ownership Guidelines section on page 63 and are available on our website

(www.Perrigo.com) under Investors – Corporate Governance. All of our non-employee directors and named

executive officers are in compliance with these guidelines, either by satisfying applicable ownership levels or

complying with the retention requirements.

20 Perrigo Company

Corporate Governance

Certain Relationships and Related-Party Transactions

Our Code of Conduct precludes our directors, officers and employees from engaging in any type of activity,

such as related-party transactions, that might create an actual or perceived conflict of interest. In addition,

our Board of Directors adopted a Related-Party Transaction Policy that requires all covered related-party

transactions be approved or ratified by the NGC. Under that policy, each executive officer, director or director

nominee must promptly notify the Chair of the NGC and our General Counsel of any actual or prospective

related-party transaction covered by the policy. The NGC, with input from our Legal Department, reviews the

relevant facts and approves or disapproves the transaction. In reaching its decision, the NGC considers the

factors outlined in the Policy, a copy of which is available on our website (www.Perrigo.com) under the

heading Investors – Corporate Governance – Global Policies – Related-Party Transaction Policy.

In addition, on an annual basis, each director and executive officer completes a directors’ and officers’

questionnaire that requires disclosure of any transactions with Perrigo in which he or she, or any member of his

or her immediate family, has a direct or indirect material interest in Perrigo. The NGC reviews the information

provided in response to these questionnaires.

Based on its review of applicable materials, the NGC has determined that there are no transactions that require

disclosure in this proxy statement.

Election of Directors

23 Director Skills Matrix

25 Our Expectations for Directors

31 Proposal 1 - Election of Directors

24 Election of Directors

25 Director Experience

24 About the Nominated Directors

26 Nominees for Election to the Board of Directors at the Annual General Meeting

21

22 Perrigo Company

Election of Directors

Under the Company’s Articles of Association, the Board of Directors must consist of between two and twelve

directors, with the exact number determined by the Boa rd of Directors. Eleven directors currently serve on our

Board of Directors. Adriana Karaboutis and Jeffrey Kindler, two current directors, will not stand for re-election at

the Annual General Meeting. In connection with Ms. Karaboutis and Mr. Kindler not standing for re-election, in

accordance with our Articles of Association and if all standing director nominees are re-elected, our Board of

Directors has resolved to reduce the number of directors from eleven to nine, effective as of the conclusion of

the Annual General Meeting.

All directors who are elected will serve until the 2027 Annual General Meeting.

Based upon the recommendation of the Nominating & Governance Committee, the Board of Directors has

nominated Bradley A. Alford, Orlando D. Ashford, Julia M. Brown, Kevin Egan, Patrick Lockwood-Taylor, Albert

A. Manzone, Donal O’Connor, Geoffrey M. Parker and Jonas Samuelson for election as directors to serve until

the 2027 Annual General Meeting.

Shareholders are entitled to one vote per share for each of the nine nominees. In order to be elected as a

director, each nominee must receive the affirmative vote of a majority of the votes cast in person or by proxy.

If a director nominee does not receive this majority vote, he or she is not elected.

Information about each nominee is set forth below is based on information provided to us as of March 2, 2026.

All Director nominees exhibit:

• High integrity

• A proven record of success

• An appreciation of multiple cultures

• Knowledge of corporate governance requirements and practices

Our Director nominees bring a balance of relevant skills, experiences and perspectives to our boardroom:

• Global perspective

• Consumer and pharmaceutical industry experience

• CEO experience

• Regulatory and governmental experience

• Financial expertise

• Public company board experience

Our Director nominees embody a robust mix of backgrounds 1 :

• Average age: 62 years

• Average tenure: approximately 5 years

• Active versus former executives: 4:5

• Countries of origin: Ireland, Monaco, Sweden, United Kingdom and United States of America

• Female: 11%

• Racial or Ethnic Minority: 22%

1. The demographic information included above is based on voluntary self‑identification by directors and is disclosed for informational

purposes only.

2026 Proxy Statement 23

Election of Directors

Director Skills Matrix

Skills and Expertise		Alford	Ashford	Brown	Egan	Lockwood-Taylor	Manzone	O’Connor	Parker	Samuelson
●	Senior Leadership Leadership or senior advisory position	g	g	g	g	g	g	g	g	g
●	Financial Expertise Significant experience in positions requiring financial knowledge and analysis	g	g	g	g	g	g	g	g	g
●	Industry Management level experience in a regulated healthcare, OTC or consumer selfcare company		g	g		g	g		g
●	Manufacturing / Supply Chain Experience managing manufacturing operations, facilities, and processes including supply chain logistics	g	g	g		g	g			g
●	International Business / Strategy Management of or responsibility for large, complex global operations and strategic direction and growth	g	g	g	g	g	g	g	g	g
●	Information Technology / Cyber Security Expertise and experience in cybersecurity, information technology and/or data protection				g		g
●	Governance / Regulatory Experience in regulatory compliance and policy matters, legal or regulatory affairs background				g	g		g	g
●	Marketing / Sales Experience managing or overseeing sales and marketing in a global company	g				g	g			g
●	Sustainability & Environmental, Social & Governance (Sustainability & ESG) Experience as a senior executive with responsibility for Sustainability & ESG, or membership of a board committee with Sustainability & ESG oversight	g	g	g		g	g	g		g
●	Public Company Board Experience as a board member of a publicly traded company	g	g	g	g	g	g	g	g	g
●	Merger & Acquisition / Corporate Development Experience or expertise in structuring financing and executing strategic acquisitions, partnerships, and other corporate development activities	g	g	g	g	g	g	g	g	g
●	Human Capital Experience leading large teams and human capital management initiatives.	g	g	g	g	g	g	g	g	g
BACKGROUND
Independent		g	g	g	g		g	g	g	g
Tenure		9	6	2	1	3	4	12	10	1

24 Perrigo Company

Election of Directors

Election of Directors

The following table provides summary information about our nominees for election to the Board of Directors.

Additional information for all of our director nominees may be found on pages 26 - 30 .

Name	Director Since	Primary Occupation 1	Independent	Number of Other Public Company Boards
Bradley A. Alford	2017	Former Executive	Yes	Two
Orlando D. Ashford	2020	Executive	Yes	One
Julia M. Brown	2023	Former Executive	Yes	One
Kevin Egan	2025	Former Executive	Yes	None
Patrick Lockwood-Taylor	2023	President & CEO	No	None
Albert A. Manzone	2022	Executive	Yes	Two
Donal O'Connor	2014	Former Executive	Yes	One
Geoffrey M. Parker	2016	Executive 2	Yes	None
Jonas Samuelson	2025	Former Executive	Yes	Two

1. Other than Patrick Lockwood-Taylor, all director nominees are independent and their Executive / Former Executive title indicates current

or former positions with other companies.

2. Mr. Parker is Chief Financial Officer of Allogene Therapeutics, and was formerly Chief Financial Officer of Tricida, Inc., a biotechnology

company that filed for bankruptcy in 2023 after its investigational drug candidate failed to reach the primary endpoint of its clinical trial.

Each director will serve for a term expiring at the 2027 Annual General Meeting, until a qualified successor has

been elected, or until his or her death, resignation, retirement or removal by the shareholders for cause.

About the Nominated Directors

Our goal is to assemble a Board that operates cohesively and challenges and questions management in a

constructive way. When assessing directors for the Board, we consider:

• the directors’ overall mix of skills and experience;

• the director’s understanding of our business;

• how active they are in participating in Board, committee and annual general meetings; and

• their character, integrity, judgment, record of achievement, backgrounds and independence.

We also look at a director’s ability to contribute to the Board, his or her available time and his or her participation

on other boards. We believe these are important factors that impact the quality of the Board’s decision-making

and its overall oversight of management and our business.

The NGC recognizes that some institutional investors and institutional shareholder advisory firms have policies

regarding “overboarding,” which refers to a director who sits on an excessive number of boards, due to

concerns that overboarded directors face excessive time commitments and challenges in fulfilling their duties.

P errigo’s Corporate Governance Guidelines also address this topic and provide that “directors should not serve

2026 Proxy Statement 25

Election of Directors

on more than three other boards of public companies in addition to the Company’s Board,” and a “director may

exceed this limit if the Board consents after receiving the recommendation of the [NGC], which shall have

considered relevant facts and circumstances.” In recommending that each nominee should continue to serve on

the Board, the NGC carefully considered the number of other boards on which each director serves as part of its

process, evaluating the level of e ngagement, skill set, expertise, perspective and other qualities of each director

against any overboarding concerns. All of our directors satisfy this policy.

In particular, we note that current director Albert Manzone is Deputy Chief Executive Officer of Monte‑Carlo

Société des Bains de Mer, a public company (traded on Euronext Paris), in addition to his directorships of

Perrigo, Syntec Optics Holding, Inc., and Banijay Entertainment, making him an executive officer of a public

company and sitting on three outside boards.

After consideration of shareholder feedback, the voting policies of other large Company shareholders and a

variety of other considerations, the NGC recommended to the Board that Mr. Manzone be re-nominated to the

Board for election at the Annual General Meeting. In making this recommendation, the NGC noted Mr.

Manzone’s perfect attendance record at Perrigo’s Board and Audit Committee meetings in 2025 and high levels

of participation at meetings of the Board and its committees. Mr. Manzone has demonstrated commitment to the

Company and has been fully engaged during his tenure, providing valuable guidance and oversight to the

Board and management.

Our Expectations for Directors

We expect each member of our Board of Directors to act honestly and in good faith and to exercise business

judgment with a view to the best interests of Perrigo overall. Each director is expected to:

• comply with our Code of Conduct, including conflict of interest disclosure requirements;

• develop an understanding of our strategy, our business environment and operations, the markets in which

we operate and our financial position and performance;

• diligently prepare for each Board, committee and annual general meeting by reviewing all of the materials he

or she receives in advance;

• actively and constructively participate in each Board meeting and seek clarification from management and

outside advisors when necessary to fully understand the issues being considered;

• participate in continuing education programs, as appropriate; and

• participate in the Board and committee self-assessment process.

Director Experience

Our Board represents a cross-section of business, industry and financial experience. All of our directors bring to

the Board of Directors significant leadership experience derived from their professional experience, as well as

their service as executives or board members of other corporations or businesses. The process undertaken by

the Nominating & Governance Committee in recommending qualified director candidates is described in the

‘Director Nominations’ section on page 18 . Certain individual qualifications and skills of our directors that

contribute to the effectiveness of our Board of Directors as a whole are described below.

A ll of the nominees for this year are current Perrigo directors. We will vote your shares as you specify on the

enclosed proxy card or through telephone or Internet voting. If you return a proxy card and do not specify how

you want your shares voted, we will vote them FOR the election of each of the nominees. If unforeseen

circumstances (such as death or disability) make it necessary for the Board of Directors to substitute another

26 Perrigo Company

Election of Directors

person for any of the nominees, we will vote your shares FOR that other person. The Board of Directors does not

anticipate that any nominee will be unable to serve.

Nominees for Election to the Board of Directors at the Annual General Meeting

Bradley A. Alford Independent Experience • 2016 – 2021: Operating Partner, Advent International Corporation, a global private equity firm • 2014 – 2016: Industry Advisor, Advent International Corporation • 2006 – 2013: Chairman / CEO, Nestlé USA, a multinational food and beverage company Other Public Company Directorships • July 2025 – Present: Lamb Weston Holdings Inc. (NYSE: LW) Lead Independent Director (previously Chairman from July 2025 to February 2026) • 2010 – Present: Avery Dennison Corporation (NYSE: AVY) • 2015 – 2018: Conagra Brands Inc. (NYSE: CAG) • 2006 – 2013: Nestlé USA (OTCM: NSRGY) Notable Experience and Key Skill Sets • Mr. Alford has current and previous executive leadership roles within the private and public sectors. • His experience includes serving on the board of directors of public, private and non-profit entities. • Mr. Alford has extensive industry knowledge and experience in management, operations and supply chain as well as the development and marketing of consumer products.

2026 Proxy Statement 27

Election of Directors

Orlando D. Ashford Independent Experience • February 2025 – Present: Interim CEO, National Black MBA Association • October 2025 – Present: Operating Advisor, 65 Equity Partners, a global, entrepreneur-led, investment firm • 2022 – January 2025: Chief People Officer, Fanatics Holdings Inc, a global sporting company • 2021 – 2022: Executive Chairman, Azamara Cruise Lines, a worldwide cruise line company • 2014 – 2020: President, Holland America Line, a worldwide cruise line company • 2020 – 2021: Strategic Advisor, Sycamore Partners, a private equity firm Other Public Company Directorships • 2020 – Present: Array Technologies Inc. (NASDAQ: ARRY) • 2011 – 2022: ITT, Inc. (NYSE: ITT) Notable Experience and Key Skill Sets • Mr. Ashford has extensive expertise from his various leadership roles in various private and public companies. • He has over 30 years of global experience in executive management, talent management, organizational development, change management and corporate human resources. • Mr. Ashford has vast experience planning and executing change initiatives and enabling successful strategy execution for organizations.

Julia M. Brown Independent Experience • 2020 – 2021: Chief Procurement & Sustainability Officer, Mars Wrigley, a world leading manufacturer of chocolate and confectionery • 2015 – 2020: Chief Procurement Officer, Carnival Corporation & plc, the world’s largest global cruising company with nine major brands Other Public Company Directorships • 2023 – Present: Ocado plc (LSE: OCDO) • 2021 – May 2025: Molson Coors Beverage Company (NYSE: TAP) • 2021 – January 2025: Solo Brands Inc. (NYSE: DTC) • 2022 – 2023: Honest Company Inc. (NASDAQ: HNST) Notable Experience and Key Skill Sets • Ms. Brown has extensive management experience across the consumer and hospitality sectors having led large global multinational teams across some of the most well-known and global brands including Procter & Gamble, Gillette, Diageo, Kraft, Mondelez and Carnival Corporation & plc. • She has deep expertise in the areas of organizational and business transformation, sourcing, supply chain, external manufacturing, operations optimization, enterprise risk management, sustainability and mergers and acquisitions. • Ms. Brown has extensive public company board and advisory experience to provide beneficial insight on matters of global executive management, governance, risk management and human capital.

*On February 18, 2026, the Board selected Julia Brown to be the next NGC Chair, to take effect upon her re-election at the AGM.

28 Perrigo Company

Election of Directors

Kevin Egan Independent Experience • 1998 – 2024: Partner, Audit and Assurance, PwC Ireland, a multinational provider of audit, assurance, advisory and tax services worldwide • 2007 – 2015: Head of Audit and Assurance, PwC Ireland • 2021 – Present: Member of the Audit Committee of the National University of Ireland Notable Experience and Key Skill Sets • Mr. Egan is the former Head of Audit and Assurance and a former Partner at PwC Ireland, with 37 years’ experience in public auditing and related disciplines. During this period, he served as a member of PwC Ireland’s senior leadership team. • As the former auditor of various US-listed and other regulated companies, he has extensive financial management, accounting and auditing expertise, as well as valuable experience in working with regulators and Government. • Mr. Egan also has deep experience in supporting former clients in external regulatory inspections and investigations, internal investigations into false accounting and fraud incidents and in dealing with the consequences of, and recovery from, cyber-attack.

*On February 18, 2026, the Board selected Kevin Egan to be the next AC Chair, to take effect upon his re-election at the AGM.

Patrick Lockwood-Taylor Experience • 2023 – Present: President & Chief Executive Officer, Perrigo • 2019 – Present: Non-executive board member Bush Bros, LLC • 2020 – 2023: President, Bayer USA, the US subsidiary of Bayer AG • 2018 – 2020: Regional President of Consumer Health North America, Bayer AG, a multinational pharmaceutical and biotechnology company • 2016 – 2018: President & Chief Executive Officer, The Oneida Group Inc., the largest supplier of dinnerware to the food service industry in North America • 1991 – 2016: Multiple international leadership roles within Procter & Gamble, an American multi- national consumer good corporation Notable Experience and Key Skill Sets • Mr. Lockwood-Taylor has current and previous executive leadership roles within the private and public sectors. • He has more than 25 years’ experience in global leadership roles, including positions in operations management, sales, marketing, country management, brand franchise leadership and general management. • Mr. Lockwood-Taylor has extensive experience in strategic planning and direction, brand-building and customer relationships within the public and private sectors.

2026 Proxy Statement 29

Election of Directors

Albert A. Manzone Independent Experience • 2023 – Present: Deputy Chief Executive Officer, Monte-Carlo Société des Bains de Mer, a leader in luxury hospitality • 2016 – 2023: Chief Executive Officer, Director, Whole Earth Brands, a global food company • 2012 – 2016: President Europe, Oettinger Davidoff AG, a luxury goods company • 1993 – 2012: Multiple US and international executive and leadership roles at Haleon (fka Novartis Consumer Health) (2 years), W.M. Wrigley Jr. Company (2 years), PepsiCo (11 years) and McKinsey & Company (3 years) Other Public Company Directorships • 2023 – Present: Syntec Optics (NASDAQ: OPTX) • 2023 – Present: Banijay Group (formerly FL Entertainment) (Amsterdam: FLE.AS) Notable Experience and Key Skill Sets • Mr. Manzone has over 30 years’ experience creating value in global branded CPG companies in food & beverage, consumer health, luxury sectors and service businesses in hospitality, retail and entertainment. • He has a proven track record developing private and public companies into top performers through strategic vision, operational excellence, M&A, and building teams including taking Whole Earth Brands public on the NASDAQ. • Mr. Manzone has strong executive leadership skills and has extensive global experience across all continents.

Donal O’Connor Independent Experience • 2011 – Present: Chairman, Huttonread • 2010 – Jan. 2026: Chairman, Galco Steel Ltd, Ireland's leading steel galvanizing company • 1983 – 2007: Partner, Partner in Charge, Leader, Senior Partner, PwC Ireland, Ireland’s largest assurance, advisory and tax services network of firms Other Public Company Directorships • 2015 – Present: Theravance Biopharma Inc (NASDAQ: TBPH) • 2017 – 2018: Malin Corporation plc (ISE: MLC) • 2008 – 2013: Elan Corporation plc (prior to Perrigo’s acquisition of Elan) Notable Experience and Key Skill Sets • Mr. O’Connor has extensive financial management, accounting and auditing expertise, as well as valuable experience in working with regulators and Government. • He was previously a member of the Irish Auditing and Accounting Supervisory Board and the PwC Global Board. Mr. O'Connor has chaired the PwC Eurofirms Board as well as being the named Territory Senior Partner of PwC Ireland. • Mr. O’Connor provides executive leadership experience from serving as director and Chairperson in various public and private corporations.

30 Perrigo Company

Election of Directors

Geoffrey M. Parker Independent Experience • 2023 – Present: Executive Vice President & Chief Financial Officer, Allogene Therapeutics, Inc, a biotechnology company • 2017 – 2023: Chief Operating Officer & Chief Financial Officer, Tricida, Inc, a biotechnology company • 2010 – 2015: Chief Financial Officer, Anacor Pharmaceuticals, Inc., a biotechnology company • 1997 – 2009: Managing Director and Partner, Healthcare Investment Banking, Goldman Sachs, a multinational investment bank and financial service company Other Public Company Directorships • 2021 – March 2024: Better Therapeutics (NASDAQ: BTTX) • 2009 – 2022: ChemoCentryx (NASDAQ: CCXI) • 2016 – 2019: Genomic Health (NASDAQ: GHDX) • 2016 – 2017: Sunesis Pharmaceuticals (NASDAQ: SNSS) Notable Experience and Key Skill Sets • Mr. Parker has developed expertise across the healthcare sector through his extensive experience as a senior executive at multiple biotechnology companies, as a board member at multiple healthcare companies and as an investment banker to the healthcare industry. • He brings a unique understanding of trends in the healthcare industry including experience with emerging technologies and regulatory strategies. • Mr. Parker also provides valuable perspective on areas of financial management and capital allocation. He has extensive capital markets and M&A experience as an experienced chief financial officer across three companies and over twenty years as an investment banker.

Jonas Samuelson Independent Experience • 2016 – January 2025: President & CEO, AB Electrolux (XSTO: ELUX A), one of the world’s largest home appliance manufacturers • 2011 – 2016: CEO, Major Appliances, Electrolux Europe, Middle East and Africa • 2008 – 2011: CFO, Electrolux Group • 2005 – 2008: CFO and EVP, Munters AB, a temperature, humidity and air quality technologies and systems provider Other Public Company Directorships • March 2026 – Present: Ansell Ltd. (ASX: ANN) • August 2020 – Present: AB Volvo (NASDAQ Stockholm: VOLV) • 2016 – January 2025: AB, Electrolux (XSTO: ELUX A) Notable Experience and Key Skill Sets • Mr. Samuelson has broad leadership experience in developing global branded, consumer focused and highly competitive product and service businesses both as a CEO and a CFO. • He brings extensive strategic and financial expertise relevant to international corporations. • Mr. Samuelson also provides strong insight and experience in general management, strategy, finance, capital markets, mergers & acquisitions, sales & marketing, industrial operations and sustainable consumer focused innovation.

*On February 18, 2026, the Board selected Jonas Samuelson to be the next TCC Chair, to take effect upon his re-election at the AGM.

2026 Proxy Statement 31

Election of Directors

Pro posal 1 – Elect nine director nominees to serve until the 2027 Annual General

Meeting of Shareholders

At the upcoming Annual General Meeting, shareholders will be asked to consider and approve a series of

Ordinary Resolutions related to the election of the Company’s directors. The following individuals have been

nominated for re‑appointment to the Board, each bringing valuable experience and leadership to support the

Company’s strategic direction:

• Bradley A. Alford

• Orlando D. Ashford

• Julia M. Brown

• Kevin Egan

• Patrick Lockwood-Taylor

• Albert A. Manzone

• Donal O’Connor

• Geoffrey M. Parker

• Jonas Samuelson

For more on Proposal 1, including voting recommendations, see the ‘Proposals to be Voted On’ section

beginning on page 94 .

Sustainability

& Environmental,

Social & Governance

33 Our Approach to Sustainability & ESG

35 Total Rewards

37 Continuous Learning

33 Sustainability & Environmental, Social & Governance

36 Well-being

35 Building a Winning Culture through Belonging

36 Health and Safety

35 Human Capital Management

36 Growth and Engagement

32

2026 Proxy Statement 33

Sustainability & Environmental,

Social & Governance

Our Approach to Sustainability & Environmental, Social & Governance

(“Sustainability & ESG”)

Our mission is to make self-care accessible through high-quality, affordable products. Sustainability supports

that mission by helping us address the issues that matter most to our stakeholders and to the communities

where we operate. Our approach is focused on practical actions that reduce environmental impact and

strengthen social outcomes, so we can move forward responsibly and transparently.

Sustainability & ESG

Perrigo's governance structure forms the foundation of our daily operations, promoting integrity in all our actions

and upholding the highest ethical standards for our business. As an integral part of our business strategy,

sustainability management is integrated into our global organizational structure, following uniform standards and

clearly defined responsibilities.

Board Oversight — Board of Directors	Nominating and Governance Committee	Talent and Compensation Committee
As a publicly traded company, our Board of Directors oversee our business operations. They set the strategic direction and establish corporate guidelines and policies that guide our management team’s day-to- day operations.	The Nominating and Governance Committee provides primary risk oversight of Perrigo’s sustainability and environmental, social and governance initiatives and progress, advising the Board on corporate governance, cyber security, sustainability, and environmental risks.	The Talent and Compensation Committee oversees compensation policies, practices, general human resource policies and practices and corporate culture and ensures they are competitive and effectively designed to attract, retain, and motivate highly qualified personnel.

Executive Leadership Team Effective governance requires both board-level oversight and cross-functional management. The management team at Perrigo, known as the Executive Leadership Team (“ELT”), is predominantly comprised of our President & CEO, and his direct reports, who lead various business functions and regions.

General Counsel

Corporate Management Our corporate sustainability management is led by our Vice President, Compliance, Privacy & ESG, in partnership with leaders and experts across Perrigo’s categories and corporate functions. The team manages the strategy, reporting, and implementation support of our global ESG and sustainability initiatives, including climate change and human rights. It communicates regularly with internal and external stakeholders who provide valuable perspectives on our strategies, program decisions, and focus areas.

VP Compliance, Privacy & ESG

34 Perrigo Company

Sustainability & ESG

Sustainability & ESG Highlights

Perrigo's sustainability strategy focuses on our four core sustainability business priorities: Climate, Packaging,

People and Communities and Responsible Sourcing. These focus areas reflect our dedication to mitigating our

business' impacts. Accordingly, we have established goals with complementary metrics to measure our

progress along the way. While some of these goals are aspirational in nature, such as becoming net zero by

2040, the majority are measured as annual performance indicators .

Acting on Climate Our strategy goals are ambitious and science-based. Perrigo's goal is to reach net zero greenhouse gas emissions from owned operations by 2040. Our plan involves reducing our direct and indirect emissions by minimizing our production footprint, buying renewable energy and switching to electric vehicle fleets for our international business.

People & Communities We are dedicated to promoting a culture of inclusivity and teamwork in the workplace and in the communities around us. In recent years, Perrigo has made significant progress in creating an engaging and inclusive work environment to reflect the communities where we serve our consumers.

Reduce and Redesign Waste & Packaging Better products and packaging help our consumers and our planet. By reducing packaging and transitioning to reusable, recyclable and compostable packaging, we are contributing to the circular economy. In 2025, we have removed 657 metric tons of virgin packaging from our global product portfolio. In the last 3 years, we have reduced over 3.5 million lbs. worth of virgin packaging.

Responsible Sourcing We are committed to upholding human rights, ensuring fair working conditions and protecting the environment in our supply chain. We implement our strong dedication to upholding human rights and environmental standards through rigorous monitoring programs. We intend to collaborate with suppliers with responsible practices to impact our value chain positively.

2026 Proxy Statement 35

Sustainability & ESG

Building a Winning Culture through Belonging

Where all colleagues feel welcomed, valued, respected and heard and part of a thriving global community .

In early 2023 , Perrigo announced our 3-year strategy and introduced the concept of belonging to the

organization. Higher levels of belonging lead to significant increases in engagement, satisfaction, performance,

how we handle adversity, well-being and more. We believe that building a winning culture through belonging

helps us do our best work for ourselves, each other and the consumers we serve.

2025 Strategy Focused Action Examples:

Strategy Focus	Build Inclusive Mindsets	Manage Talent Equitably	Enable Leaders & Embed Accountability
Intended Outcome (long-term)	All colleagues clearly understand what a culture of belonging looks like and can recognize characteristics within their own team.	All colleagues can thrive because our talent systems & processes drive decisions and achieve results that are equitable.	All leaders clearly understand how to make strategic decisions that influence belonging.
Action Examples	Education • Quarterly ELT presentations on strategic importance of Belonging & Inclusion	Talent Systems & Processes • Behavior-based interviewing to ensure consistency and fairness of hiring practices	Embed Accountability • Board level review of success measures, risk profile and ELT accountability

Human Capital Management

Our vision is clear, "To Provide the Best Self-Care for Everyone" and its purpose to "Make Lives Better Through

Trusted Health and Wellness Solutions, Accessible to All". We are passionate about making lives better. At

Perrigo, we believe that the support and development of our global colleagues is an important component

enabling us to attract, retain and engage the talent needed to deliver on our self-care strategy. Our global

workforce consists of more than 8,199 full time and part time employees spread across 32 countries, of which

approximately 20% were covered by collective agreements as of December 31, 2025. And at Perrigo, our

success is not just about reaching these goals; it is about how we get there. The way we work together is

foundational. Our Core Values ensure that every decision we each make supports our vision and strengthen our

collective impact as One Perrigo. Each global colleague is responsible for upholding Perrigo’s three Core Values

of: We Care Deeply, We Do the Right Thing and We Play to Win as well as live our Core Behaviors.

Total Rewards

Our Total Rewards philosophy is to continuously attract, retain, and engage our people by designing Total

Rewards that reinforce ‘belonging’ at Perrigo and align with our values and winning culture, helping to drive top

tier performance and fulfill Perrigo's Vision. Our Total Rewards package delivers competitive pay, cash-based

incentives, broad-based stock grants, retirement benefits, leading healthcare, paid time off and on-site services,

amongst other benefits.

36 Perrigo Company

Sustainability & ESG

Well-being

Perrigo is pleased to offer all colleagues and their household members well-being programs including

mindfulness training, life coaching, free counseling services, legal & financial guidance and referrals, education

resources and more.

We continue to enhance our global well-being offering to include a global Employee Assistance Program

(“ EAP ”) to further empower the emotional self-care and well-being of our people and their families at no cost to

them. The EAP focuses on providing resources and professional support in the areas of physical, emotional,

financial, work-life, community and educational well-being.

Additionally, we are proud to continue our 'HEALTHYyou' well-being program that supports our colleagues and

their families in maintaining and improving their health as they navigate their own self-care and well-being

journeys. This program is highly valued by our colleagues.

Health and Safety

Perrigo’s commitment to self-care starts with our own team. We are dedicated to maintaining a safe and secure

workplace for our team members. As a multi-national company, we are subject to a broad range of local and

international laws and regulations relating to occupational safety and health, and our safety program is designed

to meet these compliance requirements at a minimum. We also set specific safety standards to proactively

identify and manage critical risks to eliminate significant injury and fatality potential in our operations. We

continuously evaluate all applicable opportunities to reduce risk and provide a safe and secure environment

and our goal is to create a 100% safe workplace for our team members.

Growth and Engagement

One Perrigo culture is our ambition to unlock the potential of our organization and our people. It will improve our

ability to anticipate and create globally consistent and competitive organizational capabilities, attractive career

opportunities, challenging work and personal growth. As Perrigo grows, we want to ensure our people grow

with it.

Our One Perrigo culture is a strategic enabler of business performance. By strengthening organizational

capability and accelerating talent development, we are building the workforce needed to deliver sustainable

growth. This year, we advanced our global framework of core behaviors defining “Perrigo at Our Best” and

embedded them across the organization. These behaviors, supported by five developmental levels, provide

clear progression pathways and enable data-driven decisions in hiring, onboarding, and development. This

approach ensures equity and transparency while aligning talent growth with business priorities.

Employee engagement remains central to our strategy. We have implemented more structured communications

and feedback mechanisms and tools to support leaders to connect individuals to our strategy. We enhanced our

development philosophy by deepening the partnership between colleagues and managers supported by annual

career conversations to match individual aspirations to organizational needs. Our robust talent identification

process now better matches high-potential colleagues with critical roles, allowing us to have the right

capabilities in place to execute our strategy. These initiatives are designed to strengthen our culture, improve

engagement and retention, and create a pipeline of leaders who will drive long-term value for shareholders.

We also empower colleagues to take control of their own development by providing access to our 'GROWyou'

personal development curriculum. This curriculum is supplemented by offering colleagues 24/7 access to on-

demand self-study content. Personal development and learning are guided by ongoing conversations and

feedback as part of our performance management philosophy.

2026 Proxy Statement 37

Sustainability & ESG

We continue to invest in our leadership capability at all levels in the organization so they can provide the right

environment within our culture to engage, grow and develop our colleagues.

We also want to ensure that colleagues can connect their daily work to our vision, purpose and strategy. We do

this through regular global, functional and local townhalls and regular round table discussions with senior

leaders. This gives colleagues an opportunity to stay up to date, share their views and to get their questions

answered. We also run regular engagement surveys to take feedback from the organization and convert that

feedback into meaningful action to build a winning culture.

Continuous Learning

One of our core behaviors is "Becoming our Best" by pursuing continuous growth. We start this process with our

new colleagues who are all given a structured orientation and onboarding for faster integration. We also

empower colleagues to take control of their own development by providing access to our GROWyou personal

development curriculum. We expanded access to personal and professional skill development by continuing to

partner with LinkedIn Learning. This platform supplements our curriculum by offering colleagues 24/7 access to

over 18,000 on-demand self-study courses. Growing our colleagues through ongoing challenging work

opportunities and feedback relies on continually improving the quality of our leadership. We offer a portfolio of

leadership development programs for front line, mid-level and senior leaders. We have a robust talent review

process that helps us to identify our future leaders and provide development for them through our Leadership in

Action development program. Last year, 260 leaders completed development programming. These efforts

support succession readiness and future ready capabilities to drive our business strategy.

Director and Executive

Compensation

Director Compensation

48 What Guides Our Executive Compensation Program

62 Relative TSR PSUs

40 Ownership of Perrigo Ordinary Shares

49 The Decision-Making Process

63 LTI Program Changes for 2025

43 Delinquent Section 16(a) Reports

52 Annual Incentive Award Opportunities

63 Other Policies, Practices and Guidelines

Executive Compensation

56 2025 AIP Payouts

69 Summary Compensation Table

44 Compensation Discussion and Analysis

57 Long-Term Incentive Award Opportunities

71 Grants of Plan-Based Awards for 2024

46 Our Named Executive Officers for 2025

59 LTIP and Pay-for-Performance

73 Outstanding Equity Awards at 2025 Year End

46 2025 Say-on-Pay Voting Results

59 Free Cash Flow Return on Net Sales PSUs

75 Option Exercises and Stock Vested in 2024

47 Best Compensation Governance and Practices

60 Currency-Neutral Adjusted Operating Income PSUs

76 Non-Qualified Deferred Compensation in 2025

38

2026 Proxy Statement 39

Director Compensation

The TCC reviews and makes recommendations to the Board regarding non-employee director compensation.

In determining the level and mix of compensation for non-employee directors, the TCC considers the practices

of our executive compensation peer group and other market data and trends as well as information and

analyses provided by FW Cook, its independent consultant.

In 2025, all of our non-employee directors were paid an annual cash retainer and a supplemental annual cash

retainer was also paid to committee chairs, the Chairman, and non-chair committee members all as described

below. In 2025, we also introduced the option for non-employee directors to receive restricted stock units in lieu

of cash retainers.

	2025 ($)
Chairman Annual Cash Retainer: (in lieu of director retainer)	187,500
Director Annual Cash Retainer	100,000
Committee Member Retainer:
Audit	12,500
Talent & Compensation	12,500
Nominating & Governance	8,000
Committee Chair Retainer: (in lieu of member retainer)
Audit	37,500
Talent & Compensation	32,500
Nominating & Governance	23,000

For 2025, our Independent Directors of the Board approved reducing the annual equity retainer from $300,000

to $190,000 to better align with market median. The Chairman of the Board and other non-employee directors

received annual equity awards in the form of RSUs having a value of approximately $277,500 and $190,000,

respectively. These awards vest one year from the grant date and are intended to directly link the majority of

director compensation to shareholders’ interests. For directors who are appointed mid-year, we routinely provide

a pro-rated grant.

Directors who are Perrigo employees receive no compensation for their service as directors.

40 Perrigo Company

Director Compensation

The following table summarizes the 2025 compensation of our non-employee directors who served during

the year .

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($) (1)	Total ($)
Bradley Alford (2)	104,127	190,003	294,130
Orlando Ashford	194,892	277,501	472,393
Julia Brown	112,127	190,003	302,130
Katherine Doyle (3)	31,724	—	31,724
Kevin Egan	75,051	190,003	265,054
Adriana Karaboutis	124,786	190,003	314,789
Jeffrey Kindler	121,613	190,003	311,616
Albert Manzone	104,127	190,003	294,130
Donal O'Connor	124,949	190,003	314,952
Geoffrey Parker (2)	104,127	190,003	294,130
Jonas Samuelson	108,137	190,003	298,140

1. Represents the grant date fair value of 7,305 service-based RSUs granted to each non-employee director on May 14, 2025, calculated in

accordance with U.S. GAAP. As Chair of the Board, Mr. Ashford received 10,669 service-based RSUs. The shares vest one year after the

grant date. The grant date fair value is based on the closing price of Perrigo Company plc ordinary shares on the NYSE on the grant date

which was $26.01 per share. The directors hold the following unvested equity shares: Mr. Alford, 11,684; Mr. Ashford, 10,669; Ms. Brown,

7,305; Mr. Egan, 7,305; Ms. Karaboutis, 7,305; Mr. Kindler, 7,305; Mr. Manzone, 7,305; Mr. O'Connor, 7,305; Mr. Parker, 11,684; Mr.

Samuelson, 10,371.

2. The value of Messrs. Alford and Parker’s Stock Awards excludes 4,379 RSUs issued in lieu of cash retainers, which are reported as fees

earned in cash.

3. Ms. Doyle, a former director, did not stand for reelection at the 2025 AGM and ceased to be a director on May 1, 2025. She did not

receive an annual equity retainer.

Ownership of Perrigo Ordinary Shares

Directors, Nominees and Executive Officers

The following table shows how many Perrigo ordinary shares the directors, nominees and named executive

officers, individually and collectively, beneficially owned as of March 2, 2026. The percent of class owned is

based on Perrigo ordinary shares outstanding as of that date. The named executive officers are the individuals

listed on page 46 .

Beneficial ownership is a technical term broadly defined by the SEC to mean more than ownership in the usual

sense. In general, beneficial ownership includes any shares a shareholder can vote or transfer and stock options

and restricted stock units that are vested currently or become vested within 60 days. Except as otherwise noted,

the shareholders named in this table have sole voting and investment power for all shares shown as beneficially

owned by them.

2026 Proxy Statement 41

Director Compensation

	Ordinary Shares Beneficially Owned (#)	Shares Acquirable Within 60 Days of Record Date (#) (1)	Total (#)	Percent of Class (%)
Director
Bradley Alford	41,160	—	41,160	*
Orlando Ashford	22,170	—	22,170	*
Julia Brown	8,034	—	8,034	*
Kevin Egan	—	—	—	*
Adriana Karaboutis (2)	27,629	—	27,629	*
Jeffrey Kindler	10,559	—	10,559	*
Patrick Lockwood-Taylor	85,812	43,407	129,219	*
Albert Manzone	12,555	—	12,555	*
Donal O’Connor (3)	31,835	—	31,835	*
Geoffrey Parker (4)	72,166	—	72,166	*
Jonas Samuelson	—	3,066	3,066	*
Named Executive Officers Other Than Directors
Eduardo Bezerra	48,949	38,439	87,388	*
Roberto Khoury	5,205	—	5,205	*
Abbie Lennox	2,780	3,185	5,965	*
Charles Atkinson	1,000	—	1,000	*
Ronald Janish	35,558	33,316	68,874	*
Triona Schmelter	6,670	17,990	24,660
Directors and Executive Officers as a Group (18 Persons) (5)	416,710	110,395	527,105	0.40 %

** Less than 1%.*

1. Includes stock options that are exercisable within 60 days of the record date as well as restricted stock units and performance shares

that may vest within 60 days of the record date.

2. Shares owned by Ms. Karaboutis are held in a revocable trust, of which Ms. Karaboutis is the trustee.

3. Shares owned include 1,198 shares in a retirement fund.

4. Shares owned include 25,879 shares in a revocable trust, of which Mr. Parker and his spouse are the trustees, and 22,875 shares in the

Geoffrey Parker Roth IRA.

5. See footnotes 1 through 4. Includes directors and executive officers as of March 2, 2026.

42 Perrigo Company

Director Compensation

Other Principal Shareholders

The following table shows all shareholders other than directors, nominees and named executive officers that we

know to be beneficial owners of more than 5% of Perrigo’s ordinary shares. The percent of class owned is based

on 137,649,352 Perrigo ordinary shares outstanding as of March 2, 2026.

Name and Address of Beneficial Owner	Ordinary Shares Beneficially Owned (#)	Percent of Class (%)
The Vanguard Group (1) 100 Vanguard Blvd., Malvern, PA 19355	14,994,309	10.9
BlackRock, Inc. (2) 50 Hudson Yards, New York, NY 10001	15,941,915	11.6
T. Rowe Price Associates, Inc. (3) 1307 Point Street, Baltimore, MD 21231	16,920,302	12.3
Fuller & Thaler Asset Management, Inc. (4) 411 Borel Avenue, Suite 300, San Mateo, CA 94402	7,824,759	5.7
Neuberger Berman Group LLC (5) 1290 Avenue of the Americas, New York, NY 10104	7,535,309	5.5
Dimensional Fund Advisors LP (6) 6300 Bee Cave Road, Building One, Austin, TX 78746	6,961,695	5.1
State Street Corporation (7) One Congress Street, Suite 1, Boston MA 02114	7,340,323	5.3

1. The Vanguard Group, Inc. has shared voting power with respect to 51,873 of the shares, sole dispositive power with respect to

14,798,290 of the shares and shared dispositive power with respect to 196,019 of the shares. This information is based on a Schedule

13G/A filed with the SEC on February 13, 2024.

2. BlackRock, Inc. has sole voting power with respect to 15,479,279 of the shares and sole dispositive power with respect to 15,941,915

shares. This information is based on a Schedule 13G/A filed with the SEC on January 8, 2026.

3. T. Rowe Price Associates, Inc. has sole voting power with respect to 16,856,660 of the shares and sole dispositive power with respect to

16,920,302 shares. This information is based on a Schedule 13G/A filed with the SEC on November 14, 2025.

4. Fuller & Thaler Asset Management, Inc. has sole voting power with respect to 7,708,574 of the shares and sole dispositive power with

respect to 7,824,759 shares. This information is based on a Schedule 13G filed with the SEC on February 17, 2026.

5. Neuberger Berman Group LLC (“NBG”) has shared voting power with respect to 5,462,738 of the shares and shared dispositive power

with respect to 7,535,309 shares. This information is based on a Schedule 13G filed jointly on February 5, 2026 by NBG and Neuberger

Berman Investment Advisers LLC.

6. Dimensional Fund Advisors LP has sole voting power with respect to all of the 6,784,553 shares. This information is based on a Schedule

13G filed with the SEC on October 31, 2024.

7. State Street Corporation has shared voting power with respect to 6,531,899 shares and shared dispositive power with respect to

7,340,323 shares. This information is based on a Schedule 13G/A filed with the SEC on August 8, 2025.

2026 Proxy Statement 43

Director Compensation

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires that Perrigo’s executive officers, directors and

10% shareholders file reports of ownership and changes of ownership of Perrigo ordinary shares with the SEC.

Based on a review of copies of these reports filed with the SEC and written representations from executive

officers and directors, all filing requirements were met during 2025, such that there were no delinquent reports

in 2025 with the exception of the following, which were due to administrative error or technology issues:

• a Form 3 and Form 4 was filed late to report a RSU grant for Jonas Samuelson on April 11, 2025;

• a Form 3 and Form 4 was filed late to report a RSU grant for Abbie Lennox on February 11, 2025 and April 8,

2025 respectively;

• a Form 3 and Form 4 was filed late to report a RSU grant for Kevin Egan on June 10, 2025; and

• a Form 3 and Form 4 was filed late to report a RSU grant for Matthew Winterman on August 22, 2025 and

September 16, 2025 respectivel y.

1. See Appendix A for reconciliation of Adjusted (non-GAAP) to Reported (GAAP).

44 Perrigo Company

Executive Compensation

Compensation Discussion and Analysis

2025 Performance Update 1

We made substantial progress on our ‘3-S’ plan in 2025 by advancing our Enterprise Strategy, which outlines a

tangible roadmap to drive performance and Total Shareholder Return (“ TSR ”) on our journey to become 'One

Perrigo’. We clearly defined our Business Model to deliver a focused portfolio of consumer health solutions that

delight consumers and, in partnership with our customers, improve access and accelerate category growth.

Now, we are laser-focused on scaling more molecules, at more price points, to more consumers, in support of

Our Purpose: Making Lives Better Through Trusted Health and Wellness Solutions, Accessible to All.

We anchored our strategic plan around three clear steps:

1. Stabilize	2. Streamline	3. Strengthen
We stabilized our store brand business evidenced by solid share and distribution gains. We also stabilized supply in Infant Formula, recovering service levels above 90%, even as demand recovery slowed and competition intensified.	We simplified our portfolio and implemented a new commercial operating model, completed and delivered meaningful benefits from our Project Energize and Supply Chain Reinvention programs and announced the divestitures of Dermacosmetics & strategic reviews for Infant Formula and Oral Care.	We strengthened our innovation pipeline vs. prior year, prioritized our key brands, bolstered capabilities and are directing resources where they impact the most.

In addition to these advancements, the Company achieved its full-year 2025 adjusted EPS within its updated

guidance range, delivered low-single-digit adjusted operating income growth and expanded adjusted operating

margin, due in part to accretive initiatives and new products. These successes were achieved despite

challenging market conditions.

Other strategic and operational highlights include:

●	Grew Market Share in both Store Brands and Key Brands: in the U.S., Perrigo store brand volume share gained 60 basis points 1 , and Perrigo key brands dollar share gained 10 basis points 2 .
●	Strengthened our Innovation Pipeline with a potential unadjusted dollar value 3X greater than 2024.
●	Customer service levels have strengthened and we consistently achieved greater than 90% with top customers.

2026 Proxy Statement 45

Executive Compensation

●	Successfully completed 'Project Energize' streamlining efforts, which achieved gross annualized pre-tax savings of approximately $163 million, towards the high-end of the Company's estimated range of $140 million to $170 million.
●	Further streamlined the portfolio by announcing the agreement to divest our Dermacosmetics business for up to €327 Million; separately announced strategic reviews for the Infant Formula and Oral Care businesses.
●	Announced the scaling and optimizing of our growth model—anchored in global Category Leadership and Market Activation— across the organization to enhance agility, accelerate innovation and drive long-term sustainable growth.
●	Successfully completed our Supply Chain Reinvention program, which was initiated in 2022, and achieved gross annualized pre- tax benefits of $157 million, within the Company's estimated range of $150 million to $200 million by the end of 2025.
●	Successfully introduced its ‘3-S’ plan to Stabilize, Streamline and Strengthen the organization at our February 2025 Investor Day.
●	Grew adjusted earnings per share amid challenging market conditions.

1. Share gains according to Circana 13-weeks and/or 52-weeks ending 12/28/25 vs. prior year period in the categories where Perrigo

participates in cough cold, allergy, digestive health, pain, nicotine replacement, skin care and women’s health.

2. Consolidation of latest data available from various data sources (IQVIA, IRI, Nielsen, Openhealth, Newline, HMR, reddata, Farmastat)

ending November 2025.

Financial highlights of fiscal year 2025 results from continuing operations include 1 :

$4.3 B Reported net sales	$622 M Adjusted operating income	14.6 % Adjusted operating margin
Reported net sales were $4.3 billion compared to $4.4 billion in the prior year, due primarily to businesses under strategic review and divestitures and exited products.	Adjusted operating income increased $14 million , higher by 2% compared to the prior year.	Adjusted operating margin of 14.6% expanded 70 basis points compared to the prior year.

$2.75 Adjusted EPS	$239 M Operating cash flow	4.0x Adjusted EBITDA
Adjusted earnings per share of $2.75, increased $0.18 or 7.0%, compared to the prior year, including a tailwind of $0.10 from favorable currency translation and an unfavorable impact of $0.12 from divestitures and exited products.	Operating cash flow was $239 million, leading to end of year cash and cash equivalents on the balance sheet of $532 million.	Maintained a strong net leverage as adjusted EBITDA was 4.0x at the end of 2025, flat from 4.0x at the prior year end.

1. See Appendix A for reconciliation of Adjusted (non-GAAP) to Reported (GAAP).

46 Perrigo Company

Executive Compensation

Our Named Executive Officers for 2025

Perrigo’s named executive officers (“ NEOs ”) for 2025 were:

Named Executive Officer	Position
Patrick Lockwood-Taylor	President and Chief Executive Officer
Eduardo Bezerra	Executive Vice President and Chief Financial Officer
Roberto Khoury	Executive Vice President and Chief Commercial Officer
Abbie Lennox	Executive Vice President and Chief Scientific Officer
Charles Atkinson	Executive Vice President, General Counsel and Secretary
Ronald Janish (1)	Former Executive Vice President, Global Operations & Supply Chain Chief Transformation Officer
Triona Schmelter (2)	Former Executive Vice President and President, Consumer Self-Care Americas

1. Mr. Janish’s last day with the Company was September 30, 2025.

2. Ms. Schmelter’s last day with the Company was October 31, 2025.

This Compensation Discussion and Analysis provides information about our executive compensation program,

factors that were considered in making compensation decisions for our NEOs, and details on our programs

designed to drive Perrigo’s performance into the future.

2025 Say-on-Pay Voting Results

At our 2025 AGM, our shareholders approved our executive compensation, with over 98% of the votes cast

voting in favor of the say-on-pay proposal. We believe this favorable result indicates strong support for our

executive compensation programs that reflect evolving best practices and linkage of pay-for-performance.

The TCC and our management are committed to continued engagement with shareholders to ensure that

compensation programs remain aligned with shareholders' interests.

Consistent with prior years, in 2025, we reached out to our top 25 investors representing 77.5% of shares

outstanding. Company participants for these meetings included members from Investor Relations, Legal, HR,

Sustainability & ESG and Finance. We also reached out to two top proxy advisors to discuss their perspectives

on best practices for executive compensation programs.

During these calls we took the opportunity to discuss our executive compensation program. Additional topics

were discussed including, but not limited to, our consumer self-care strategy, business operations and long-term

outlook, corporate governance and sustainability initiatives.

2026 Proxy Statement 47

Executive Compensation

Best Compensation Governance and Practices

Our executive compensation program continues to be grounded in the following policies and practices,

promoting sound compensation governance, enhancing alignment of our pay-for-performance philosophy and

furthering our NEOs’ interests with those of our shareholders:

What We Do
●	Pay-for-Performance philosophy that emphasizes variable, at-risk, performance based, equitable pay
●	Directly align executive compensation with shareholder returns through long-term operational, financial and share price performance
●	Mitigate risk by conducting independent annual risk assessments
●	Incorporate plan design features that cap maximum level of payouts, use multiple performance metrics and include claw back provisions
●	Have rigorous share ownership guidelines
●	Use an independent compensation consultant
●	Regularly review annual share utilization and potential dilution from equity compensation plans

What We Don’t Do
●	Permit hedging or pledging of Perrigo stock
●	Provide significant perquisites
●	Provide “single trigger” change in control cash severance benefits
●	Provide excise tax gross-up on any change in control payments

48 Perrigo Company

Executive Compensation

2025 Compensation Decisions

The TCC’s key compensation decisions, based on the Company’s results in 2025, were aligned with actual

performance in the year:

Program Element	Talent & Compensation Committee Decisions
Annual Base Salary	Based on the TCC's review of the compensation market data and assessment of individual performance in the prior year, as well as Perrigo’s business priorities and strategy, Annual base salaries for all named executive officers were increased in line with the Company’s overall salary increase budget of 3%.
AIP	The AIP eligible NEOs received annual incentive awards based on corporate and individual performance against financial and strategic objectives, which ranged from 30.1% to 52.5% of target for NEOs.
LTIP	In 2025, all of the then-serving NEOs were granted annual LTIP awards, which were allocated 50% to FCF/NS PSU that may be earned based on achievement of three-year average results versus pre- established FCF/NS goals, 20% to rTSR PSUs that may be earned based on our three-year TSR performance relative to versus the companies in Perrigo’s TSR comparator group, and 30% to Service- Based RSUs ratably vesting over three years.

What Guides Our Executive Compensation Program

Our Executive Compensation Principles

Perrigo’s executive compensation program is designed to attract, engage and inspire our entire executive team,

including our named executive officers, who are critical to the execution of Perrigo’s Self-Care strategy and the

long-term success of the Company. Perrigo’s executive compensation program reflects our core principles:

Pay is linked to performance: A significant portion of total compensation should be performance-based (at-

risk) and linked to the attainment of specific, measurable objectives, including the delivery of our strategic plan.

Pay opportunities are market-competitive: Compensation opportunities and program design should attract,

engage and inspire the highest level of executive talent who can effectively deliver our strategies and are

focused on the long-term interests of our shareholders.

Pay is shareholder-aligned: Compensation should be provided through multiple pay elements (base salaries,

annual and long-term incentives) designed to drive sustainable business performance, build a strong internal

culture of company ownership and create long-term value for all our shareholders.

The core elements of our executive compensation program are summarized in the table below.

Element	Form	What It Does
Base Salary	Cash (Fixed)	Provides a competitive rate of fixed compensation relative to similar positions at relevant peer companies that enables us to attract and retain critical executive talent.
AIP	Cash (Variable)	Focuses executives on achieving measurable, annual financial, operational and strategic goals that, in the aggregate, create long-term, sustainable shareholder value.
LTIP	Equity (Variable)	Provides incentives for executives to execute on long-term financial/strategic growth goals that drive shareholder value creation and support our long-range talent development and retention strategy.

2026 Proxy Statement 49

Executive Compensation

The charts below show the target compensation of our CEO and NEOs for fiscal year 2025. These charts

illustrate that a majority of NEO compensation is performance-based and/or variable (87 % for our CEO and an

average of 76% for our other NEOs ) . The weighting of these pay elements is consistent with the market and best

practices and puts a substantial majority of the NEOs’ total direct compensation at risk if performance goals are

not achieved or if Perrigo performance declines.

CEO Compensation

Other NEOs Compensation

n Base Salary	n FCF/NS PSU
n RSU	n AIP
n rTSR PSU

The Decision-Making Process

The Role of the Talent & Compensation Committee

The TCC, composed entirely of independent directors, oversees our executive compensation program. The TCC

works very closely with FW Cook, its independent executive compensation consultant, and management to

examine the efficacy of Perrigo’s executive compensation program. Details of the TCC’s authority and

responsibilities are specified in the TCC’s charter, which may be accessed on our website (www.Perrigo.com)

under the heading Investors - Corporate Governance - Committees.

Each year, the TCC reviews and approves the elements of compensation for all executive officers, including the

NEOs. The TCC submits its recommendations regarding the CEO’s compensation to the independent directors

of the Board for approval.

To assist it in making compensation decisions, the TCC annually reviews comprehensive historical, current and

projected data on the total compensation and benefits package for each of our NEOs. As needed, additional

analyses for various termination events are provided (including terminations with and without cause and for

death, disability, retirement or following a change in control) so that the TCC can consider and understand the

nature and magnitude of potential payouts and obligations under the various circumstances. The information is

prepared by management and reviewed by FW Cook, generally containing data that are substantially similar to

that contained in the tables presented below.

50 Perrigo Company

Executive Compensation

The Role of Management

The CEO makes recommendations to the TCC regarding the compensation of all other executive officers for the

TCC’s approval. The CEO does not participate in the deliberations of the TCC regarding his own compensation.

Management is responsible for implementing the executive compensation program as approved by the TCC

and the Board.

The Role of the Independent Consultant

For 2025, the TCC continued to engage FW Cook as its independent compensation consultant to provide advice

on various aspects of our executive and non-employee director compensation programs. Other than the support

that it provided to the TCC, FW Cook provided no other services to the Company or Perrigo management.

The Role of Market Comparison Data

The TCC uses information provided by FW Cook regarding the compensation practices of select companies (the

“ Peer Group ”), in addition to applicable broader market data, as an element in evaluating both the structure of

our executive compensation program and target levels of compensation. Management also periodically reviews

survey and industry data from Mercer Human Resource Consulting, Willis Towers Watson, Aon and others

regarding the market positioning for base salary, annual and long-term incentive target levels for all employees,

including executives. The TCC considers this information, together with the factors described above under

“Executive Compensation Principles” on page 6 , in determining executive compensation.

Each year, with assistance from FW Cook, the TCC reviews the composition of our Peer Group with the goal to

ensure its alignment with our consumer self-care strategy and core business focus. As part of such reviews, the TCC

considers specific criteria and recommendations regarding companies to add or remove from the Peer Group. The

primary criteria used in determining peer companies are similarity in strategic focus, business operations and/or

regulatory environment, company size (revenue and/or market cap) and industry, as well as evaluating companies

that consider Perrigo to be a peer, and/or peer networks as determined by other external parties .

The Peer Group used to inform the TCC’s evaluation and determination of executive compensation opportunities

for 2025 was established in the second quarter of 2024. The table below shows the full list of 18 publicly traded

companies that were included in the Peer Group used to inform the TCC’s decisions for fiscal year 2025

executive compensation.

Bausch Health Companies Inc	Hain Celestial Group, Inc.	Nu Skin Enterprises, Inc.
Campbell Soup Company	Haleon plc	Post Holdings, Inc.
Church & Dwight Co., Inc.	Helen of Troy Ltd.	Prestige Consumer Healthcare, Inc.
Clorox Company	Herbalife Nutrition Ltd.	Reckitt Benckiser Group plc
Coty Inc.	Kenvue Inc.	Spectrum Brands Holdings, Inc
Edgewell Personal Care Company	McCormick & Co. Inc	TreeHouse Foods, Inc.

We routinely evaluate our peers based on business "fit" and similarly situated revenues and market cap. The

decision was made in Q2 2024 that our Peer Group continued to be appropriate for 2025 executive

compensation decisions. Having completed a thorough review of the Peer Group in late 2023 and making

appropriate changes at that time, which aligned Perrigo with several Self Care Companies (e.g. Haleon, Kenvue)

and consumer products companies of similar scale to Perrigo, we decided not to change the Peer Group for

2025 executive compensation decisions.

2026 Proxy Statement 51

Executive Compensation

The TCC considers the 50 th percentile of market data to be a salient indication of what is competitive in the

market. However, the TCC does not focus exclusively on market benchmarking data when making

compensation decisions for the NEOs. Instead, market data is one of many contributing factors and reference

points that the TCC uses when determining appropriate compensation levels for each element of our program

(salary, annual and long-term incentives) and for the combined sum of these elements (total direct

compensation).

In addition to market comparison data, the TCC also considers an individual’s competencies, experience and

overall performance against measurable objectives; Company, segment and divisional financial and strategic

performance; and the aggregate return on investment of executive rewards to Perrigo. Consideration of market

comparison data in setting compensation levels is ultimately intended to ensure that our compensation practices

are competitive in terms of attracting, motivating, rewarding and retaining executive leaders who can, and do,

drive Perrigo’s long-term performance.

2025 Executive Compensation Program in Detail

Base Salaries

Name	FY2024 Base Salary ($)	FY2025 Base Salary ($)
Patrick Lockwood-Taylor	1,200,000	1,240,000
Eduardo Bezerra	764,400	787,332
Roberto Khoury (2)	557,258	683,654
Abbie Lennox (1)(2)	N/A	652,220
Charles Atkinson (1)	N/A	760,000
Ronald Janish (2)	595,361	688,865
Triona Schmelter	750,000	765,000

1. Executive was not an NEO in 2024.

2. Amounts paid in Euros were converted to U.S. dollars based on foreign exchange rates on the last day of the respective fiscal year.

The TCC approves base salaries for the NEOs other than the CEO. For the CEO's base salary, the TCC submits

its recommendation to the independent directors of the Board for approval. In approving an NEOs base salary,

the TCC may consider comparisons among positions internally and externally, proxy and survey data,

performance against measurable financial and strategic objectives, hire date/time in role, job experience and

unique role responsibilities (in addition to any other data points determined to be relevant). To assist the TCC in

this process, each year the CEO provides the TCC with base salary recommendations for each of the other

NEOs, as well as summaries of such NEOs individual performance.

For 2025, base salary increases varied between 2-3% for all NEOs, in line with the Company’s overall salary

increase budget of 3%.

52 Perrigo Company

Executive Compensation

Annual Incentive Award Opportunities

The Perrigo AIP is designed to motivate and reward employees for achieving and exceeding specific,

measurable, strategic and financial goals that support our objective of sustainably creating and increasing long-

term shareholder value. Most colleagues participate in the discretionary AIP, including executives, management

and individual contributors. AIP awards are paid in cash following completion of the performance year.

Near the beginning of each annual performance period, and in connection with the Board’s approval of the

financial plan for the year, the TCC determines and approves the performance goals and payout schedules of

the AIP. The payout schedules for the corporate goals reflect a range of potential award opportunities around

the target performance goals, which align with the Board-approved financial plan for the year. Additionally, the

Board determines and approves the individual annual incentive targets of executives, which are stated as a

percentage of base salary. Finally, the Board reviews and approves the individual strategic objectives of

executive officers to ensure strong alignment of their AIP with Perrigo’s business priorities. These individual

strategic objectives are articulated with clearly measurable success criteria focused on the execution of our

3-S strategy in addition to other critical objectives. However, to ensure that awards reflect a named executive

officer’s contribution to our results, the TCC has, or in the case of the CEO, the independent directors have, the

discretion to adjust any executive officer’s actual award down to as low as 0% payout based on overall

individual performance. The maximum incentive award payout for any individual executive is capped at 200%

of the target award opportunity.

2025 AIP Performance Measures

The TCC determined the core financial measures of Total Perrigo Adjusted Operating Income (“ AIP OI ”), Total

Perrigo Net Sales (“ AIP Net Sales ”) and Total Perrigo Operating Cash Flow (“ AIP Operating Cash Flow ”) were

still the critical metrics aligned with Perrigo’s business strategy and key metrics in the 2025 AIP. In order to put

more focus on these metrics, they chose not to include Total Perrigo Gross Margin, included in the 2024 AIP, in

the 2025 plan. The weighting of AIP OI increased to 50% and AIP Net Sales to 30%, and the weighting on AIP

Operating Cash Flow remained at 20%. AIP Net Sales and AIP OI exclude the impact of currency fluctuations as

well as acquisitions and divestitures that were not included in our annual plan.

2026 Proxy Statement 53

Executive Compensation

2025 AIP Financial Targets and Actual Results

In $Millions	Metric	Target	Actual (1)	Payout (% of Target)
Corporate	AIP Net Sales	$4,458.8	$4,170.9	67.7%
	AIP OI	$670.5	$562.2	59.6%
	AIP Operating Cash Flow	$412.0	$238.5	0%

AIP Net Sales Threshold/Max is 90% / 110% of target performance for 50% / 200% of target payout; AIP OI Threshold/Max is 80% / 120% of

target performance for 50% / 200% of target payout; AIP Operating Cash Flow Threshold/Max is 90% / 120% of target performance for 50% /

200% of target payout. Payout for performance between levels is interpolated on a straight line basis ; payout for performance below the

threshold level on any metric would result in no payout for that metric.

1. Adjusted Net sales and Adjusted Operating Income are non-GAAP measures. Pursuant to pre-approved guidelines, items such as

currency and the impact of acquisitions or divestitures not in the plan are excluded from our calculation of these metrics. For 2025, the

TCC approved additional exclusions related to portions of the Adjusted Operating Income and Adjusted Net Sales contingencies

benefiting AIP OI and AIP NS results as well as the removal of the benefit of paying bonuses below target from Adjusted Operating

Income. The TCC feels that the lower incentive plan result after the removal of these items is more reflective of overall company

performance. See Appendix A for reconciliation of AIP Adjustments.

Perrigo’s AIP Net Sales performance for 2025 of $4,171 million consisted of:

• $4,253 million of sales as reported in our financial statements; and

• $(82) mil lion of adjustments were made, $(41) million related to currency fluctuations and $(41) million of Net

Sales contingencies .

Perrigo’s AIP OI performance for 2025 of $562 million consisted of :

• $(1,122) million of operating loss as reported in our financial statements; and

• $1,745 million of non-GAAP adjustments reviewed and approved by the Audit Committee of the Board.

These adjustments primarily consisted of $1,363 million of impairment charges, $224 million of amortization

expense and $72 million of restructuring charges.

• $(23) million in contingency and $(24) million related to the benefit of paying incentives at a lower level were

also removed.

54 Perrigo Company

Executive Compensation

In the 2025 plan each NEO’s AIP payout funded by the financial measures above may be modified by performance

against pre-established, measurable individual strategic objectives. The independent directors in the case of the

CEO, and the TCC in the case of the other NEOs, assessed each NEO against their individual goals.

NEO	2025 Performance Goals	2025 Evaluation
Patrick Lockwood - Taylor	• Stabilize Core portions of the Organization • Strengthen Growth Strategy • Streamline Organization and Operating Model • Deliver the 2025 Financial Plan • Focus on Quality Culture and ESG strategy	In determining Mr. Lockwood-Taylor’s individual strategic objectives performance multiplier, the TCC along with the Board’s Chairman considered Mr. Lockwood-Taylor’s performance in relation to his pre-established goals, noting the following accomplishments: • Delivered Supply Chain Reinvention targets to ensure consistency and reliability • Achieved volume share for the first time in years across all categories • Delivered on portfolio and Advertising and Promotions investment strategy driving growth of contribution margin • Finalized a clear list of priority categories, brands and geographies where we have the right to win and accelerate growth • Aligned teams around strategy and One Perrigo best behaviors to drive success • Despite falling short of some financial targets, grew EPS and Improved Operating Margin • Continued to engage with over 70% of shareholders • Demonstrated a strong commitment to quality at all levels and fostered a culture where quality is integrated into everyday activities within all functions • Reduced virgin packaging material by 658 Metric Tons • Advanced strategy with inclusion and belonging
Eduardo Bezerra	• Stabilize Core Portions of the Organization • Streamline Organization and Operating Model • Strengthen Growth Strategy • Deliver the 2025 Financial Plan • Build a Highly Capable Finance and BTS Organization	In determining Mr. Bezerra’s individual strategic objectives performance multiplier, the TCC considered Mr. Bezerra’s performance in relation to his pre-established goals, noting the following accomplishments: • Delivered Supply Chain Reinvention targets to ensure consistency and reliability • Delivered on portfolio and Advertising and Promotions investment strategy driving growth of contribution margin • Re-aligned Finance Org to support strengthened category led model • Strengthened Cybersecurity Environment • Despite falling short of some financial targets, grew EPS and Improved Operating Margin • Continued to engage with over 70% of shareholders • Significant progress made with organizational changes, however more work to be completed

2026 Proxy Statement 55

Executive Compensation

NEO	2025 Performance Goals	2025 Evaluation
Roberto Khoury	• Stabilize Organization • Streamline Operating Model • Strengthen Strategic direction • Deliver the 2025 financial plan	In determining Mr. Khoury’s individual strategic objectives performance multiplier, the TCC considered Mr. Khoury’s performance in relation to his pre-established goals, noting the following accomplishments: • Created a Long-term operating model and ways of working across the organization • Advanced Category Led Business Strategy • Won Market Share while maintaining OTC Store Brand volume • Delivered incremental sales from innovation across international business • Exceeded organizational optimization targets • Delivered and operationalized Strategy for the next 3 years, aligned with One Perrigo • Despite falling short of segment financial targets, met and exceeded on forecast accuracy improvements
Charles Atkinson	• Deliver cost avoidance and risk mitigation to support organizational improvements • Establish new capabilities to support key areas of the organization • Streamline support of innovation and competitive excellence • Strengthen legal & governance structure and operations in support of One Perrigo model	In determining Mr. Atkinson’s individual strategic objectives performance multiplier, the TCC considered Mr. Atkinson’s performance in relation to his pre-established goals, noting the following accomplishments: • Delivered litigation resolution, data management and security strategies • Delivered new capabilities in Government affairs, M&A and contracts • Supported strategy for Drive and Explode Brands • Established global copy, advertising and claims substantiation and development framework • Re-configured support of One Perrigo Category model driving value • Co led the strategic review of organizational Belonging and Inclusion programs and policies • Completed transition of Board Partnership
Abbie Lennox	• Strengthen value accretive growth through innovation pipeline • Stabilize Core areas of the business • Transform Scientific Office Culture • Evolve Operating model and capabilities	In determining Ms. Lennox’s individual strategic objectives performance multiplier, the TCC considered Ms. Lennox’s performance in relation to her pre-established goals, noting the following accomplishments: • Enabled new and refreshed product launches and ensured continued pipeline health and improvement for 2025 and beyond • Assessed product stewardship needs and established a short-term and long-term programs • Strengthened culture of quality & Compliance in partnership with supply chain across the operating network • Rolled out One Perrigo Operating model and drove enterprise mindset • Revised Scientific Office Leadership team structure • Proposed and implemented organizational design and strategic plan ensuring buy-in and effective execution

In order to ensure that awards reflect a named executive officer's contribution to our results, the TCC has, or in

the case of the CEO, the independent directors have, the discretion to adjust any executive officer's actual

award down to as low as 0%. For AIP eligible NEOs where Individual Performance acted as a modifier, 2025 AIP

payouts ranged from 30.1%-50.4% of an nual targets.

56 Perrigo Company

Executive Compensation

2025 AIP Target Award Opportunities and Actual Payouts

The 2025 target AIP award opportunities (as a percentage of base salary) and actual payouts (as a percentage

of target) for the NEOs are shown in the table below. The range of award opportunities is listed in the Grants of

Plan-Based Awards for 2025 table on page 71 .

2025 AIP Payouts

Named Executive Officer	2025 Target AIP (as % of Salary)	2025 Actual AIP Payout (as % of Target)
Patrick Lockwood-Taylor	125%	44.3%
Eduardo Bezerra	80%	42.1%
Roberto Khoury	85%	43.7%
Abbie Lennox	65%	47.8%
Charles Atkinson	70%	50.4%
Ronald Janish (1)	65%	0.0%
Triona Schmelter (2)	85%	30.1%

1. Mr. Janish's separation arrangements i ncluded an ex gratia payment based on annual base salary and annual AIP at 100% target

consistent with the terms of the Employee Severance Programme, Ireland. He was therefore not eligible for an additional discretionary AIP

payment.

2. Consistent with the terms of the Perrigo Company plc U.S. Severance Policy Amended and Restated Effective February 13, 2019 and her

Waiver and Release Agreement, Ms. Schmelter receives a 2025 AIP bonus prorated for the portion of the year she worked.

2026 AIP Design

As it does each year, the TCC reviewed the design of the AIP to ensure it continued to best align with the

strategic direction of the organization. For the 2026 AIP, all NEOs will continue to be measured on AIP OI, AIP

Net Sales and AIP Operating Cash Flow. The TCC chose to increase the weighting on AIP Net Sales to 40% to

put greater focus on top-line growth, decrease the weighting on AIP OI to 40% and maintain the weighting on

AIP Operating Cash Flow at 20%. Individual strategic performance will continue to modify up or down the funded

amounts from the financial measures.

2026 Proxy Statement 57

Executive Compensation

Long-Term Incentive Award Opportunities

Long-term stock-based compensation, awarded under our shareholder-approved LTIP, is intended to motivate

and reward Perrigo employees, including the NEOs, for creating sustainable, long-term value, as reflected in the

total shareholder return of Perrigo stock. Awards under the LTIP may be in the form of incentive stock options,

non-statutory stock options, stock appreciation rights or stock awards, including restricted shares or RSUs, or

performance stock or PSUs. We provide long-term incentive opportunities to all eligible employees solely

through stock-based awards.

As a variable component of compensation, the amount realized from stock-based compensation will vary based

on the long-term performance of Perrigo’s shares. In addition to share price performance, PSUs are only earned

if specific, measurable financial and/or market-based performance-conditioned goals are achieved over the

applicable performance periods.

The TCC sets stock-based award levels after consideration of an NEO’s position, review of market competitive

reward and grant practices and the aggregate expense to Perrigo.

Equity Award Practices

During our regularly scheduled meetings in the first quarter of the calendar year, the independent directors

approve all regular annual stock-based awards for the CEO, and the TCC approves all stock-based awards for

the other NEOs, as well as the maximum potential total grants for other participating employees. All regular

annual stock-based awards are granted on, and priced upon, the closing price of Perrigo stock on the fifth

trading day after Perrigo publicly releases its year-end earnings or if delayed for business needs, the fifth trading

day of the next appropriate month.

Off-cycle stock-based awards may be granted at various times during the year to new hires or to existing non-

executive employees under special circumstances (e.g., promotions, retention, performance, etc.) through the

shareholder-approved LTIP. Though they rarely occur, off-cycle stock-based awards may also be granted

during the year to the executive officers other than the CEO with the approval of the TCC and to the CEO with

the approval of the independent directors as permitted under the LTIP. Such awards are priced at the closing

price of Perrigo’s shares on the day the awards are granted. No such off-cycle awards were granted to the CEO

or NEOs in 2025 other than a sign-on grant to Ms. Lennox and a promotional grant to Mr. Khoury. Ms. Lennox’s

grant consisted of $235,000 RSUs expressly intended to offset compensation forfeited from her prior employer.

Mr. Khoury’s grant consisted of $140,000 in PSUs and $60,000 in RSUs. The TCC determined this additional

award was appropriate to recognize the increased scope of his role upon his appointment as EVP and Chief

Commercial Officer in July 2025.

58 Perrigo Company

Executive Compensation

2025 – 2027 Annual LTIP Awards

All of the NEOs received their annual LTIP award for 2025, which consisted of 50% PSUs that may be earned

based on achievement of 2025-2027 FCF/NS goals, 20% rTSR-PSUs that may be earned based on our

2025-2027 rTSR performance versus the companies in Perrigo’s TSR comparator group, and 30% RSUs vesting

ratably over 3 years. The table and chart below show the LTIP award values granted in fiscal 2024 for each of

the NEOs.

Named Executive Officer	2025 – 2027 Awards ($) — FCF/NS-PSUs 50%	rTSR-PSUs 20%	RSUs (1) 30%	Total Grant Value (2) 100%
Patrick Lockwood-Taylor	3,300,006	1,710,560	1,979,998	6,990,564
Eduardo Bezerra	1,200,012	622,031	720,002	2,542,044
Roberto Khoury	1,020,006	526,840	612,009	2,158,854
Abbie Lennox (3)	499,996	259,166	535,007	1,294,168
Charles Atkinson	875,000	453,548	525,005	1,853,553
Ronald Janish	424,995	220,282	255,008	900,285
Triona Schmelter	950,000	492,431	570,000	2,012,432

1. The grants awarded on March 6, 2025 have been excluded from these totals since they were awarded as a portion of AIP for 2024.

2. Award amounts were calculated in accordance with ASC 718. The rTSR PSUs are valued using a Monte Carlo simulation; the value

shown in the table above may not be exactly equal to 20% of each executive target LTI due to differences between the per-target-share

Monte Carlo value and the closing stock price on the grant date.

3. Ms. Lennox’s RSU amount includes a one-time sign-on equity grant with grant-date fair value of $235,000.

2026 Proxy Statement 59

Executive Compensation

LTIP and Pay-for-Performance

The LTIP is designed to align executive rewards with Perrigo performance and investor expectations, and we

believe it is working. When Perrigo’s performance did not meet our targets, LTIP awards paid below target. As

outlined in the chart below, taking into account the change in market value of our ordinary shares, only 31% of

the 2023 – 2025 regular LTIP award value to our NEOs was realized.

** Target amounts were valued using the closing market price of our ordinary shares on the date of grant ($36.96 on March 6, 2023). For*

RSUs, realized amounts were valued using the closing market price of our ordinary shares on the dates of vest ($28.09 on March 6, 2024;

$28.68 on March 6, 2025; $10.72 on March 6, 2026). For PSUs, realized amounts were valued using the closing market price of our

ordinary shares on the date of vest ($10.72 on March 6, 2026 and the payout percentage of target shares based on our actual

performance (91.2% for OI PSUs and 0% for rTSR PSUs). Analysis reflects awards under our ongoing annual LTI program for 2023 and

exclude off-cycle and new-hire awards.

Free Cash Flow Return on Net Sales PSUs

Fifty percent of each executive’s 2025 target annual grant value was in the form of PSUs that may be earned

based on Free Cash Flow Return on Net Sales (“ FCF/NS ”) over a 3-year performance period. The TCC

determined that FCF/NS optimally supported our business strategy by holding management accountable for the

conversion of net sales into free cash flow, which should ultimately drive shareholder value creation. This metric

underscores the importance of driving profitable sales growth while focusing on cash flow.

FCF/NS goals at threshold, target and maximum for each of fiscal years 2025, 2026, and 2027 were established

at the start of the performance period, reflecting our objective of continuous improvement in this return metric

over time. At the end of the 3-year period, and subject to the participants’ continued service through the 3-year

performance period, the payout will be based on the average of the payouts resulting from actual performance

each year versus the pre-established goals.

The following tables summarize the 3-year FCF/NS goals for the 2025-2027 performance period:

60 Perrigo Company

Executive Compensation

2025-2027 FCF/NS PSU

CY2025 FCF/NS PSU	Year 1 (CY25)	Year 2 (CY26)	Year 3 (CY27)
Maximum (>=100 bps above target performance pays 200% of Target PSUs)	6.9 %	7.5 %	8.7 %
Target (100% of metric target performance pays 100% of Target PSUs)	5.9 %	6.5 %	7.7 %
Threshold (50 bps below target performance pays 50% of Target PSUs)	5.4 %	6.0 %	7.2 %
Adjusted FCF/Net Sales Attainment	3.2 %	TBD	TBD
Performance of Metric Target	(270)bps	TBD	TBD
Payout as % of Target	—%	TBD	TBD
Projected Payout (3 year average of Payout as % of Target)			TBD

1. FCF/NS PSU attainment for FY2025 reflects actual FY2025 operating cash flow attainment adjusted for items not included in Perrigo's

original financial plan, including a currency impact of $3M versus plan, $40M litigation costs and $32M in restructuring costs, FY2025

actual net sales attainment was adjusted for a currency impact of $41M versus plan.

Currency-Neutral Adjusted Operating Income PSUs

2023-2025 PSU OI Award

For the 2023 PSU OI awards, goals for the 3-year period were set up front as follows: the target goal for the 1 st

year of the 3-year performance period is based on the Board-approved annual financial plan, and the target

goals for the 2 nd and 3 rd years of the 3-year performance period are determined by applying a pre-determined

5% growth rate to the prior year’s actual PSU OI. Earned PSUs are based on the average of the vesting credit for

each year in the 3-year performance period.

The following table summarizes the 2023-2025 PSU OI goals and actual results for the year, the corresponding

payout for each year, and the resulting 3-year average payout for the full performance period.

CY2023 PSU OI	Year 1 (CY23)	Year 2 (CY24)	Year 3 (CY25)
Maximum (>=120% of metric target performance pays 200% of Target PSUs)	$756.0	$723.6	$766.7
Target (100% of metric target performance pays 100% of Target PSUs)	$630.0	$603.0	$638.9
Threshold (80% of metric target performance pays 50% of Target PSUs)	$504.0	$482.4	$511.1
Actual Attainment Baseline for 5% Growth Goal	$574.3	$608.5	622.3
PSU OI Attainment	$573.8	$612.6	608.5
Performance as % Metric Target	91%	102%	95 %
Payout as % of Target	78%	108%	88 %
Projected Payout (3 year average of Payout as % of Target)			91 %

1. PSU OI attainment for FY2023 reflects actual FY2023 Adjusted Operating Income attainment adjusted for a currency impact of $.5M

versus plan. FY2023 target goal was set at 5% growth over FY2022 Actual Attainment Baseline.

2026 Proxy Statement 61

Executive Compensation

2. PSU OI Attainment for FY2024 reflects actual FY 2024 Adjusted Operating Income attainment adjusted for a currency impact of $4.1M

versus 2023 actuals.

3. PSU OI Attainment for FY2025 reflects actual FY 2025 Adjusted Operating Income attainment adjusted for a currency impact of $13.8M

versus 2024 actuals.

2024-2026 PSU OI Award

For the 2024 grant cycle, the TCC changed the PSU OI program design to further align with investor preference

to measure 3-year cumulative PSU OI. Instead of measuring year-over-year growth separately for each year of

the 3-year performance period, the 2024-2026 PSU OI awards will be earned based on cumulative PSU OI

dollars generated over the 3 fiscal years 2024, 2025 and 2026.

Target PSU OI will be the sum of:

• Adjusted Operating Income included in the 2024 Annual Financial Plan (“ 2024 Plan OI ”); and

• 2024 Plan OI x 1.05; and

• 2024 Plan OI x 1.05 x 1.05.

The threshold goal was then set at 80% of this target PSI OI value, which would result in 50% of the target PSUs

being earned. No PSUs will be earned if performance is below the threshold goal. The maximum goal was set at

120% of the target PSU OI value, which would result in 200% of the target PSUs being earned. Payout is linearly

interpolated for performance between levels.

The following tables summarize the 3-year cumulative PSU OI goals for the 2024-2026 performance period:

CY2024 PSU OI	Target Cumulative for CY24-CY26
Maximum (>=120% of metric target performance pays 200% of Target PSUs)	$2,370.8
Target (100% of metric target performance pays 100% of Target PSUs)	$1,975.7
Threshold (80% of metric target performance pays 50% of Target PSUs)	$1,580.5
PSU OI Attainment	TBD
Performance as % Metric Target	TBD
Payout (Cumulative three- year performance as % of Target)	TBD

1. PSU OI attainment for 2024-2026 PSU OI to be available with 2026 year-end financial results and definitive proxy statement.

62 Perrigo Company

Executive Compensation

Relative TSR PSUs

20% of each executive’s target annual grant value is in the form of Relative TSR PSUs (" rTSR PSUs "). The TCC

selected rTSR as the applicable long-term performance measure for these PSUs to directly align the interests of

the executive team with the long-term market performance of Perrigo’s shares. The inclusion of rTSR-PSUs in the

overall LTIP mix also provides a relative external performance metric to balance the internal performance metric

of FCF/NS and for prior PSU cycles, PSU OI growth.

The number of rTSR PSUs earned can be 0 if the threshold goal is not achieved, or can range from 50% to 200%

of the target number of rTSR PSUs based on Perrigo’s TSR performance relative to the companies in TSR

comparator group over the three-year performance period, according to the following table:

Relative TSR Percentile Rank	Payout (% of Target Shares)
≥ 80 th Percentile	200
55 th Percentile	100
30 th Percentile	50
<30 th Percentile	—

Total shareholder return for Perrigo and the peer companies is calculated using an average of adjusted closing

prices for the 20-trading day periods starting on the first and ending on the last day of the performance period.

Payout for performance between levels is linearly interpolated. If our absolute TSR is negative, the maximum

number of shares that may be earned is 100% of target, regardless of our relative performance. In addition, the

overall earned value is capped at 500% of the target value.

2023-2025 rTSR PSUs

The performance period for the 2023-2025 rTSR PSUs ended December 31, 2025. The Company’s relative TSR

was below the 30 th percentile versus the constituents of the S&P 500 (the rTSR comparison group for the

2023-2025 rTSR PSUs), and therefore no shares were earned under this award.

2026 Proxy Statement 63

Executive Compensation

2025-2027 rTSR PSUs

During the review of the rTSR PSU program, the TCC reviewed our comparison group for rTSR performance to

ensure it included companies in similar or related industries that would be subject to similar macroeconomic

factors as Perrigo. Previously, Perrigo used the full constituents of the S&P 500. For the 2025-2027 rTSR PSUs,

the Committee determined that the comparator group would consist of Perrigo's current executive compensation

peer companies plus any other members of the S&P 1500 Consumer Staples Index that are categorized in the

Personal Care, Packaged Food & Meat or Household Products sub-industries and that have annual revenues

between $1 Billion - $20 Billion. For the 2025-2027 performance period, these companies are:

B&G Foods, Inc.	General Mills, Inc.	Pilgrim's Pride Corporation
Bausch Health Companies Inc.	Haleon plc	Post Holdings, Inc.
BellRing Brands, Inc.	Helen of Troy Limited	Prestige Consumer Healthcare Inc.
Cal-Maine Foods, Inc.	Herbalife Ltd.	Reckitt Benckiser Group plc
Campbell Soup Company	Hormel Foods Corporation	Spectrum Brands Holdings, Inc.
Central Garden & Pet Company	Inter Parfums, Inc.	The Clorox Company
Church & Dwight Co., Inc.	J&J Snack Foods Corp.	The Estée Lauder Companies Inc.
Colgate-Palmolive Company	John B. Sanfilippo & Son, Inc.	The Hain Celestial Group, Inc.
Conagra Brands, Inc.	Kellanova	The Hershey Company
Coty Inc.	Kenvue Inc.	The J. M. Smucker Company
e.l.f. Beauty, Inc.	Lamb Weston Holdings, Inc.	The Simply Good Foods Company
Edgewell Personal Care Company	Lancaster Colony Corporation	TreeHouse Foods, Inc.
Energizer Holdings, Inc.	McCormick & Company, Inc.	WK Kellogg Co
Flowers Foods, Inc.	Nu Skin Enterprises, Inc.

Other Policies, Practices and Guidelines

Executive Share Ownership Guidelines

Consistent with our compensation philosophy of tying a significant portion of total compensation to performance,

our executive compensation program facilitates and encourages long-term ownership of Perrigo stock. Our

Share Ownership Guidelines reinforce that philosophy by requiring executive officers to maintain specific levels

of share ownership.

Each executive officer is required to attain certain target levels of stock ownership. These ownership guidelines

are expressed in terms of a multiple of base salary. The current ownership guidelines are as follows:

Chief Executive Officer: 6 times base salary

Executive Vice President: 3 times base salary

Senior Vice President (only if designated as Section 16 Officer): 2 times base salary

64 Perrigo Company

Executive Compensation

For purposes of determining an executive officer’s share ownership, at least fifty percent (50%) must consist of

(i) shares purchased on the open market, (ii) shares owned jointly with a spouse and/or children, (iii) shares

acquired through the exercise of stock options or vesting of restricted shares or RSUs, or (iv) shares held

through the Perrigo Company Profit-Sharing and Investment Plan. The balance of an executive officer’s share

ownership may be satisfied through (a) unvested but earned PSUs or RSUs that have not been forfeited, and (b)

unvested service-based restricted shares or RSUs that have not been forfeited. Unearned PSUs and

unexercised stock options do not count toward an executive’s ownership when measured against the

requirement.

Until each executive officer attains the applicable target stock ownership level, he or she is required to retain

a stated percentage of shares received through our incentive plans, including shares obtained through the

exercise of stock options, vesting of restricted shares or RSUs, payout of PSUs and any other vehicle through

which the individual acquires shares. At any time that an executive’s direct stock ownership is below the

required levels set forth above, such executive may not sell any shares they already hold, and (i) with respect

to restricted shares and units, he or she is restricted from selling more than 50% of the net shares received

following the vesting of any PSUs or RSUs under any of the Company’s compensation plans, and (ii) with

respect to stock options, he or she is restricted from selling more than 50% of the net value received upon the

exercise of any stock option (i.e. after the cost of the option and taxes are remitted), such that at least 50% of

the net value received upon the exercise of any stock option must be converted to directly owned shares.

As of the end of 2025 , all of our executive officers, including our NEOs, were in compliance with these

guidelines, either by satisfying applicable ownership levels or complying with the retention requirements.

Clawback Policy

Our Compensation Recovery Policy provides that in the event Perrigo is required to restate its results due to

material noncompliance with financial reporting requirements, the Board will recover certain Incentive-Based

Compensation paid to any current or former executive officer. Under the Policy, “Incentive-Based

Compensation” includes both cash and equity awards, including both time-based and performance based

equity awards. Furthermore, our AIP and Current Plan (including in the LTIP grant documents), and Non-

Qualified Deferred Compensation policies include clawback provisions that require Perrigo to recover certain

incentive compensation paid to an executive if Perrigo’s financial results are later restated due to the individual’s

misconduct, including, without limitation, fraud or knowing illegal conduct. Incentive compensation under these

plans and award agreements includes both cash and equity awards, including both time-based and

performance based equity awards.

Insider Trading, Anti-Hedging and Anti-Pledging Policy

The Company has adopted an Insider Trading Policy and procedures governing the purchase, sale and other

dispositions of its securities by directors, officers and employees of the Company. We believe this policy and

related procedures are reasonably designed to promote compliance with insider trading laws, rules and

regulations and applicable listing standards. Our Insider Trading Policy prohibits executive officers and directors

from trading in options, warrants, puts and calls or similar instruments on Perrigo securities and holding Perrigo

securities in margin accounts, as well as from pledging Perrigo securities as collateral for a loan. In addition, the

Insider Trading Policy prohibits our directors and all employees, including executive officers, from selling Perrigo

securities “short,” engaging in “short sales against the box,” and entering into hedging or monetization

transactions or similar arrangements with respect to Perrigo securities. A copy of our Insider Trading Policy was

filed as an Exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025.

2026 Proxy Statement 65

Executive Compensation

Compensation Risk Assessment

At the TCC's request, FW Cook conducted an assessment of Perrigo’s compensation policies and practices for

2025 to determine whether any practices might encourage excessive risk taking on the part of executives. This

assessment included a review of Perrigo’s pay philosophy, competitive position, annual incentive arrangements

(including broad-based incentive plans, based on an inventory of such plans that management provided to FW

Cook) and long-term incentive arrangements (including RSU and PSU design, as well as potential mitigating

factors such as share ownership requirements, caps on incentive plan payouts and recoupment policies).

After considering FW Cook’s assessment, the TCC concluded that our compensation programs are designed

and administered with the appropriate balance of risk and reward in relation to our overall business strategy and

are not designed in such a way to encourage executives and employees to take unnecessary risks that would

be reasonably likely to have a material adverse effect on Perrigo.

Benefits and Perquisites

Retirement Benefits for US Employees: We offer retirement benefit plans to provide financial security and to

facilitate employees’ saving for their retirement. We make annual contributions under our Perrigo Profit-Sharing

and Investment Plan for employees, including the executive officers. We also make matching contributions up to

the limits as defined in the applicable regulations under our 401(k) Plan to certain of our employees, including

the NEOs.

Executive Benefits: We provide a limited number of perquisites to our NEOs. Benefits may include executive

physical exams, relocation benefits, retirement benefits and financial counseling/tax advice.

Non-Qualified Deferred Compensation Plan for US Employees: We maintain a Non-Qualified Deferred

Compensation Plan ( “ Deferred Compensation Plan ” ) that allows certain executives, including the NEOs, and

other management level personnel to voluntarily elect to defer base salary and earned annual incentive awards.

Under that plan, we provide annual profit-sharing contributions and matching contributions that cannot be

provided under Perrigo’s Profit-Sharing and Investment Plan ( “ Tax-Qualified Plan ” ) because of the limitations of

Sections 415 and 401(a)(17) of the Code. Code Section 415 limits the total annual additions to a participant’s

account under the Tax-Qualified Plan to a specified dollar amount, which was $70,000 for 2025. Code Section

401(a)(17) limits total compensation that can be considered under the Tax-Qualified Plan. This limit was

$350,000 for 2025. Due to these limits, certain Perrigo employees would not receive profit-sharing contributions

and matching contributions under the Tax-Qualified Plan on their full compensation. Therefore, we provide

affected employees who contribute to the Deferred Compensation Plan, including the NEOs, a company match

and a profit-sharing contribution under the Deferred Compensation Plan that they would have been eligible for

under the Tax-Qualified Plan but for the limitations under the Code.

Employment Agreements (Severance Benefits): We typically do not enter into employment agreements with

our executives other than our CEO and non-U.S. executives, such as Mr. Khoury, Ms. Lennox, and former

employee Mr. Janish, where local laws require it. We entered into an employment agreement with Mr. Lockwood-

Taylor when he was appointed as President and CEO in June 2023. In March 2023, based on Mr. Janish's move

to Ireland and based on Irish law, we entered into an Irish Employment Agreement with Mr. Janish. When Ms.

Lennox joined the Company in 2024, and based on Irish law, we entered into an Irish Employment Agreement,

which was amended in December 2024. In May 2024, Mr. Khoury joined the Company, and based on Irish law,

we entered into an Irish Employment Agreement with him, which was amended in June 2025. The key

compensation terms of these agreements are summarized below.

Post-employment payments under employment agreements, as applicable, and the U.S. Severance Policy, and

our Change in Control Severance Policy for U.S. Employees and the Perrigo Employee Severance Programme,

66 Perrigo Company

Executive Compensation

Ireland are presented in the section entitled “Potential Payments Upon Termination or Change in Control”

beginning on page 77 .

All other NEOs, except Mr. Lockwood-Taylor, Ms. Lennox, Mr. Khoury and Mr. Janish , are not party to individual

employment agreements and instead are subject to our general severance policy.

Mr. Lockwood-Taylor

Mr. Lockwood-Taylor's employment agreement became effective on June 30, 2023. Consistent with our

emphasis on performance-based pay, the majority of Mr. Lockwood-Taylor's annual compensation is stock-

based with the ultimate value realized based on Perrigo’s stock price performance. In accordance with his

employment agreement, Mr. Lockwood-Taylor's compensation includes: a base salary; participation in the AIP;

annual grants of equity under the LTIP; and participation in Perrigo’s other employee benefit plans.

Mr. Lockwood-Taylor did not receive a 2023 annual grant under the LTIP. The agreement outlines one-time Buy-

Out Compensation offered in the form of $2,800,000 RSUs and $1,500,000 in Equity Performance Stock Units

expressly intended to offset the approximately $4,300,000 in unvested equity which was forfeited upon exiting

his previous organization. The Independent Directors were intentional to ensure that a significant portion of this

was performance based, subject to performance of PSU OI and aligned with the interest of shareholders.

In addition, the employment agreement offered initial benefits related to relocation to Grand Rapids, Michigan

and payment of legal fees related to negotiation of his employment agreement.

The employment agreement provides for an initial term of 2 years, subject to automatic renewal thereafter for

2-year periods unless either party provides 90 days’ prior notice of non-renewal. The agreement contains

customary confidentiality obligations, non-competition restrictions for 2 years from the date of termination of

employment and non-solicitation restrictions for 2 years from the date of termination of employment.

If Mr. Lockwood-Taylor were involuntarily terminated by us without cause or voluntarily terminated for good

reason (as defined in the agreement), he would receive cash severance benefits and continued vesting of

certain stock-based awards. The circumstances under which severance benefits are triggered and the resulting

payouts are generally consistent with market practices and are described in the section entitled “Potential

Payments Upon Termination or Change in Control” beginning on page 77 .

In September of 2023, an amendment to Mr. Lockwood-Taylor's agreement was issued changing his place of

employment from Grand Rapids, Michigan to Morristown, New Jersey negating the need for additional standard

relocation support.

On February 21, 2024, the Company and Patrick Lockwood-Taylor entered into Amendment No. 2 to his

Employment Agreement, which modified Mr. Lockwood-Taylor’s AIP target bonus opportunity for 2024 only

from 120% of annual base salary to 40% of annual base salary. In consideration thereof, Mr. Lockwood-Taylor

received an RSU grant under the LTIP in 2025 equal to 2 times the actual AIP bonus awarded for 2024

performance, plus 10% (the “ RSU Grant ”). The RSU Grant was granted in addition to any annual award under

the LTIP and will vest in 2 equal installments on the 1 st and 2 nd anniversary of the grant date.

On February 26, 2025, Perrigo Company (a subsidiary of the Company) signed an Amended and Restated

Employment Agreement with Mr. Lockwood-Taylor to extend his term as President and CEO, and member of the

Board of Directors for an additional 3-year period through June 30, 2028, with automatic 1-year extension unless

either party provides 90-days prior notice of non-renewal. The Amended Agreement provides a salary of

$1,240,000, an Annual Incentive Plan target bonus opportunity of 125% of base salary or $1,550,000 and a

Long-Term Incentive Plan award grant date fair value of $6,600,000.

2026 Proxy Statement 67

Executive Compensation

Mr. Khoury

Mr. Khoury's Irish Employment Agreement became effective in May 2024. In accordance with this employment

agreement, Mr. Khoury's compensation includes a base salary; participation in the AIP; annual grants of equity

under the LTIP; and participation in Perrigo's other employee benefit plans.

The employment agreement also provides one-time buy-out compensation to replace compensation forfeited from

his previous employer in the form of $425,000 of RSUs subject to 2-year ratable vesting. He also received a 2024

pro-rata LTI grant in the amount of $758,333 which was a mix of RSUs and PSUs subject to 3-year ratable vesting.

The employment agreement is indefinite and provides for 3 months prior notice of termination by both parties.

If Mr. Khoury were involuntarily terminated by us without cause or voluntarily terminated for good reason (as

defined in the Perrigo Employee Severance Programme, Ireland), he would receive cash severance benefits

and continued vesting of stock-based awards for 24 months. The agreement contains confidentiality provisions.

The agreement also contains relocation support consistent with what is required to enable a standard

international relocation.

On June 25, 2025 his Employment Agreement was amended when he became EVP and Chief Commercial

Officer. The Agreement provides for a 6 month probationary period, and a 10% salary increase with a 5%

increase on July 1, 2025 to €582,063, and an additional 5% increase on January 1, 2026 to €609,780.60. It

provides for an increase in AIP target to 85% and an increase in his LTI annual target award to $1,800,000. It

also provided a one-time promotional LTI award equal to $200,000 on the 5 th trading day in July 2025.

Mr. Janish

Mr. Janish's Irish Employment Agreement became effective in March 2023. In accordance with this employment

agreement, Mr. Janish's compensation includes a base salary; participation in the AIP; annual grants of equity

under the LTIP; and participation in Perrigo's other employee benefit plans.

The Employment Agreement had a fixed term ending on December 31, 2025 and required 3 months' prior notice

of termination by both parties. If Mr. Janish were involuntarily terminated by us without cause or voluntarily

terminated for good reason (as defined in the Perrigo Employee Severance Programme, Ireland), he would

receive cash severance benefits and continued vesting of stock-based awards for 36 months. The agreement

contains confidentiality provisions.

The agreement also contains relocation support consistent with what is required to enable a standard

international relocation on a fixed term basis.

Under the Compromise Waiver Agreement, dated June 2, 2025, we and Mr. Janish reached mutual agreement

regarding his exit from the organization as a result of ending of his fixed term agreement. As agreed, Mr. Janish

stepped down from his current position as EVP, Global Operations and Supply Chain of the Company, effective

June 23, 2025. Following such date, Mr. Janish continued in an advisory capacity until September 30, 2025.

Under the Compromise Waiver Agreement, Mr. Janish’s employment agreement terminated on August 31, 2025

and Mr. Janish received cash severance pay consistent with the Employee Severance Programme, Ireland and

immediate and continued vesting of stock-based awards as he was eligible for retirement treatment per the

terms of the LTIP.

Ms. Lennox

Ms. Lennox’s Irish Employment Agreement became effective in November 2024 and was amended in December

1. In accordance with this employment agreement, Ms. Lennox’s compensation includes a base salary;

68 Perrigo Company

Executive Compensation

participation in the AIP; annual grants of equity under the LTIP; and participation in Perrigo's other employee

benefits plans.

The Employment Agreement also provides one-time, make-whole compensation to offset compensation forfeited

at her previous company in the form of $235,000 of RSUs subject to three ratable vesting. She also received a

one-time cash make-whole payment in March 2025 in the amount of €288,756 ($312,490) which offsets the 2024

bonus she forfeited with her previous employer. She also received a one-time special cash hiring bonus in the

amount of €156,618 ($169,500) to offset the repayment of funds to her former employer as well as a one-time

special cash hiring bonus in the gross amount of €208,000 ($224,000) to help offset commuting costs to

Dublin, Ireland.

The term of the Employment Agreement is indefinite and requires 3 months' prior notice of termination by both

parties. If Ms. Lennox were involuntarily terminated by us without cause or voluntarily terminated for good reason

(as defined in the Perrigo Employee Severance Programme, Ireland) she would receive cash severance benefits

and continued vesting of stock-based awards for 24 months. The Agreement contains confidentiality provisions .

Ms. Schmelter

In connection with her separation due to the elimination of her role, the Company entered into a Waiver and

Release Agreement with Ms. Schmelter on June 30, 2025, pursuant to which Ms. Schmelter stepped down from

her position as EVP & President, Consumer Self-Care Americas on June 30, 2025, and transitioned to an

advisory role until October 31, 2025. The agreement provides that, subject to her execution of a supplemental

release of claims, Ms. Schmelter will receive the severance benefits pursuant to the Perrigo Company plc U.S.

Severance Policy, as described in more detail below.

2026 Proxy Statement 69

Executive Compensation

Summary Compensation Table

The following table summarizes the compensation of our named executive officers for 2025, 2024 and 2023.

Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($) (1)	Stock Awards ($) (2)		Non-Equity Incentive Plan Compensation ($) (3)	All Other Compensation ($) (4)	Total ($)
Patrick Lockwood-Taylor CEO, President	2025	1,223,333	—	6,990,564		687,250	141,456	9,042,603
	2024	1,200,000	—	6,252,342	(6)	305,760	36,727	7,794,829
	2023	604,615	—	4,300,008		1,080,000	83,346	6,067,969
Eduardo Bezerra EVP, CFO	2025	777,777	—	2,542,044		265,000	84,794	3,669,615
	2024	755,300	—	2,278,391	(6)	129,846	76,259	3,239,796
	2023	721,000	—	1,854,825		436,800	38,767	3,051,392
Roberto Khoury (5) EVP, Chief Commercial Officer	2025	659,475	—	2,158,854		254,000	75,058	3,147,388
	2024	325,067	—	1,193,413		285,695	91,939	1,896,114
Abbie Lennox (5) EVP, Chief Scientific Officer	2025	648,039	767,411	1,294,168		200,000	79,463	2,989,082
Charles Atkinson EVP, General Counsel and Secretary	2025	760,000	—	1,853,553		268,000	20,300	2,901,853
Ronald Janish (5) Former EVP, Global Operations & Supply Chain & CTO	2025	507,866	—	900,285		—	3,228,823	4,636,974
	2024	595,361	—	1,040,632	(6)	88,055	768,863	2,492,912
	2023	622,913	—	875,904		294,824	439,078	2,232,720
Triona Schmelter Former EVP, President CSCA	2025	631,250	—	2,012,432		163,000	815,582	3,622,264
	2024	750,000	—	1,981,051	(6)	85,278	22,857	2,839,185

1. Excludes the Annual Bonus (captured in the column “Non-Equity Incentive Plan Compensation”). For Ms. Lennox, represents her sign-on

bonuses of $767,411, in 2025.

2. Represents the full grant date fair value of stock awards granted in the years shown, calculated in accordance with U.S. GAAP. Stock

awards include RSUs and PSUs. For the PSUs, the amounts reported for FCF/NS PSUs in 2025 and PSU OI in 2024 and 2023 were

valued assuming payout at target performance of 100% (the probable outcome of the relevant performance conditions as of the grant

date), and the amounts reported for rTSR PSUs was based on the Monte Carlo value of the awards as of the grant date. RSUs granted in

March 2025 as part of the AIP bonus earned for 2024 are reported here for 2024. See the Grants of Plan-Based Awards for 2025 table for

additional information regarding the full grant date fair value for all stock awards. The value of the PSU awards for 2025 assuming the

highest level of performance conditions will be achieved for each NEO is as follows: Mr. Lockwood-Taylor, $10,021,131; Mr. Bezerra,

$3,644,085; Mr. Khoury, $3,093,691; Ms. Lennox, $1,518,323; Mr. Atkinson, $2,657,096; Mr. Janish, $1,290,555; Ms. Schmelter,

$2,884,864. Additional weighted average valuation assumptions related to stock awards are included in the stockholders' equity note of

the audited financial statements included in our Annual Report on Form 10-K for the fiscal years ended December 31, 2025, December

31, 2024 and December 31, 2023. Award amounts were calculated in accordance with ASC 718.

3. The compensation amounts set forth in the “Non-Equity Incentive Plan Compensation” column represent the AIP bonus earned for the

relevant fiscal year period as described in the Compensation Discussion and Analysis section entitled 2025 Executive Compensation

Program in Detail – Annual Incentive Award Opportunities. For 2024, one-third of these amounts was paid in cash and the remaining

70 Perrigo Company

Executive Compensation

two- thirds, plus a 10% premium, was paid in AIP Bonus RSU Award. The amount shown in the table above for 2024 reflects the cash

equivalent value.

4. The 'All Other Compensation Detail' table below discloses the compensation amounts set forth in the “All Other Compensation” column of

the Summary Compensation Table.

5. Amounts paid to Mr. Janish, Mr. Khoury and Ms. Lennox were converted to U.S. dollars based on foreign currency exchange rates on

December 31, 2025 of 0.8514.

6. For 2024, this amount includes the grant fair date value, calculated in accordance with ASC 718, of the AIP Bonus RSU Award issued to

such executive in March 2025, which represented 2/3 of the earned AIP bonus amount for each executive, plus a 10% premium. The f air

values of such awards were as follows: Mr. Lockwood-Taylor, $672,672; Mr. Bezerra, $285,661; Mr. Janish, $193,720; Ms. Schmelter,

$187,612.

All Other Compensation Detail

Name	Perquisites and Other Personal Benefits ($) (1)	Registrant Contributions to Defined Contribution Plans ($) (2)	Registrant Contributions to Non-Qualified Plans ($)	Tax Equalization ($) (3)	Severance Payment ($) (4)	Total ($)
Patrick Lockwood-Taylor	4,506	20,850	116,100	—	—	141,456
Eduardo Bezerra	13,118	20,850	50,826	—	—	84,794
Roberto Khoury (6)	22,300	52,758	—	—	—	75,058
Abbie Lennox (6)	28,189	51,275	—	—	—	79,463
Charles Atkinson	4,100	16,200	—	—	—	20,300
Ronald Janish (6)	237,275	1,628	—	109,172	2,880,748	3,228,823
Triona Schmelter	4,100	20,691	16,219	—	774,572 (5)	815,582

1. For Mr. Lockwood-Taylor represents: $4,506 for financial services. For Mr. Bezerra represents: $9,018 for financial services, and $4,100

for an executive physical. For Mr. Atkinson represents: $4,100 for an executive physical. For Mr. Janish represents: $18,793 for car

allowance per Irish policy, $196,166 for housing allowance, and $22,316 for relocation. For Mr. Khoury represents: $16,443 for car

allowance per Irish policy, $5,437 for financial services, and $420 for nutritionist services. For Ms. Lennox represents: $28,189 for car

allowance per Irish policy. For Ms. Schmelter represents: $4,100 for an executive physical.

2. Represents the Company's contributions to 401(k) and Profit-Sharing Plans, and Irish pension contributions.

3. For Mr. Janish, represents tax benefits used to equalize him to the relevant US tax rate while on an expatriate assignment in Dublin.

4. Represents a payment as outlined in their severance agreement depicting the portion received in 2025.

5. For Ms. Schmelter, represents severance payments of $95,625 in 2025 and $669,375 in 2026.

6. Amounts paid to Mr. Janish, Mr. Khoury and Ms. Lennox were converted to U.S. dollars based on foreign currency exchange rates on

December 31, 2025.

2026 Proxy Statement 71

Executive Compensation

Grants of Plan-Based Awards for 2025

The following table provides information regarding equity and non-equity awards granted to the named

executive officers during 2025.

Name	Grant Date (1)		Award Date (2)	Estimated Future Payouts Under Non-Equity Incentive Plan Awards (3) — Threshold ($)	Target ($)	Maximum ($)	Estimated Future Payouts Under Equity Incentive Plans (4) — Threshold (#)	Target (#)	Maximum (#)	All Other Stock Awards # of units (5)	Grant Date Fair Value of Stock Awards ($) (6)
Patrick Lockwood- Taylor	—	—	—	775,000	1,550,000	3,100,000	—	—	—	—	—
	6/6/2025 (7)		2/17/2025	—	—	—	25,230	50,459	100,918	—	1,710,560
	6/6/2025 (8)		2/17/2025	—	—	—	63,074	126,147	252,294	—	3,300,006
	3/6/2025 (9)		2/17/2025	—	—	—	—	—	—	23,454	672,661
	6/6/2025 (10)		2/17/2025	—	—	—	—	—	—	75,688	1,979,998
Eduardo Bezerra	—	—	—	314,933	629,866	1,259,731	—	—	—	—	—
	6/6/2025 (7)		2/17/2025	—	—	—	9,175	18,349	36,698	—	622,031
	6/6/2025 (8)		2/17/2025	—	—	—	22,936	45,872	91,744	—	1,200,012
	3/6/2025 (9)		2/17/2025	—	—	—	—	—	—	9,960	285,653
	6/6/2025 (10)		2/17/2025	—	—	—	—	—	—	27,523	720,002
Roberto Khoury	—	—	—	290,553	581,106	1,162,212	—	—	—	—	—
	6/6/2025 (7)		2/17/2025	—	—	—	7,034	14,067	28,134	—	476,871
	7/8/2025 (7)		6/19/2025	—	—	—	737	1,474	2,948	—	49,969
	6/6/2025 (8)		2/17/2025	—	—	—	17,584	35,168	70,336	—	919,995
	7/8/2025 (8)		6/19/2025	—	—	—	1,843	3,685	7,370	—	100,011
	6/6/2025 (10)		2/17/2025	—	—	—	—	—	—	21,101	552,002
	7/8/2025 (10)		6/19/2025	—	—	—	—	—	—	2,211	60,007

72 Perrigo Company

Executive Compensation

Name	Grant Date (1)		Award Date (2)	Estimated Future Payouts Under Non-Equity Incentive Plan Awards (3) — Threshold ($)	Target ($)	Maximum ($)	Estimated Future Payouts Under Equity Incentive Plans (4) — Threshold (#)	Target (#)	Maximum (#)	All Other Stock Awards # of units (5)	Grant Date Fair Value of Stock Awards ($) (6)
Abbie Lennox	—	—	—	211,971	423,943	847,886	—	—	—	—	—
	6/6/2025 (7)		2/17/2025	—	—	—	3,823	7,645	15,290	—	259,166
	6/6/2025 (8)		2/17/2025	—	—	—	9,557	19,113	38,226	—	499,996
	2/7/2025 (11)		8/06/2024	—	—	—	—	—	—	9,553	235,004
	6/6/2025 (10)		2/17/2025	—	—	—	—	—	—	11,468	300,003
Charles Atkinson	—	—	—	266,000	532,000	1,064,000	—	—	—	—	—
	6/6/2025 (7)		2/17/2025	—	—	—	6,690	13,379	26,758	—	453,548
	6/6/2025 (8)		2/17/2025	—	—	—	16,724	33,448	66,896	—	875,000
	6/6/2025 (10)		2/17/2025	—	—	—	—	—	—	20,069	525,005
Ronald Janish	—	—	—	223,881	447,763	895,525	—	—	—	—	—
	6/6/2025 (7)		2/17/2025	—	—	—	3,249	6,498	12,996	—	220,282
	6/6/2025 (8)		2/17/2025	—	—	—	8,123	16,246	32,492	—	424,995
	3/6/2025 (9)		2/17/2025	—	—	—	—	—	—	6,755	193,733
	6/6/2025 (10)		2/17/2025	—	—	—	—	—	—	9,748	255,008
Triona Schmelter	—	—	—	325,125	650,250	1,300,500	—	—	—	—	—
	6/6/2025 (7)		2/17/2025	—	—	—	7,263	14,526	29,052	—	492,431
	6/6/2025 (8)		2/17/2025	—	—	—	18,158	36,315	72,630	—	950,000
	3/6/2025 (9)		2/17/2025	—	—	—	—	—	—	6,542	187,625
	6/6/2025 (10)		2/17/2025	—	—	—	—	—	—	21,789	570,000

1. Actual date of grant.

2. Date on which the TCC approved the award.

3. These columns show the dollar range of potential payout for fiscal 2025 performance under the Annual Incentive Bonus Plan as

described in the section titled 2025 Executive Compensation Program in Detail - Annual Incentive Award Opportunities in the

Compensation Discussion and Analysis. The target values are based on a percentage of each executive's salary. The maximum incentive

award opportunity for any individual participant was 200% of the target award. In addition, the TCC, or the Board in the case of the CEO,

had the discretion to adjust any named executive officer's award up by as much as 50% or down by as much as 100% based on

2026 Proxy Statement 73

Executive Compensation

individual performance. The actual payments for fiscal 2025 non-equity incentive awards are shown in the Summary Compensation Table

in the column titled "Non-Equity Incentive Plan Compensation."

4. These columns show the range of performance-based restricted stock units that were granted in fiscal 2025 and that could be earned in

fiscal 2028 under the LTIP, depending on whether specific performance goals are achieved over a three-year applicable performance

period, as described in the section titled 2025 Executive Compensation Program in Detail - Long-term Incentive Award Opportunities in

the Compensation Discussion and Analysis. Earned awards, if any, can range from 0% to 200% of the target number of shares.

5. This column shows the service-based RSUs granted during 2025.

6. Amounts are computed in accordance with U.S. GAAP and are included in the Summary Compensation Table in the applicable columns

titled "Stock Awards". For the FCF/NS PSU awards, the amounts disclosed are computed based on a target performance of 100%, which

is the probable outcome of the relevant performance conditions as of the June 6, 2025 grant date. The grant-date fair value of the FCF/NS

PSU awards was $26.16 per target share. For the rTSR PSUs, the amounts disclosed reflect the Monte Carlo value of the award as of the

June 6, 2025 grant date. The grant-date fair value of the rTSR PSU awards was $33.90 per target share.

7. Grant of rTSR PSU.

8. Grant of FCF/NS PSU.

9. Grant of RSUs as part of 2024 AIP payments, which were issued in March 2025 but were reported in the Summary Compensation Table

for 2024. These awards vest in two equal installments on each grant anniversary.

10. Grant of RSUs as part of annual LTIP awards. These awards vest in three equal installments on each grant anniversary.

11. Grant of RSUs as part of one-time, make whole compensation to offset what was forfeited at her previous company. These awards vest in

three equal installments on each grant anniversary.

Outstanding Equity Awards at 2025 Year End

The following table sets forth information detailing the outstanding equity awards held on December 31, 2025,

by each of our NEOs.

Name	Option / Stock Award Grant Date (1)	Option Awards — Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Stock Awards — Number of Units of Stock That Have Not Vested (#) (2)(4)(5)	Market Value of Units of Stock That Have Not Vested ($) (3)	Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#) (4)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Units That Have Not Vested ($) (3)
Patrick Lockwood- Taylor	7/10/2023	—	—	—	—	42,171	587,020	—	—
	4/5/2024	—	—	—	—	35,668	496,499	116,224	1,617,838
	3/6/2025 (6)	—	—	—	—	23,454	326,480	—	—
	6/6/2025	—	—	—	—	75,688	1,053,577	134,557	1,873,033

74 Perrigo Company

Executive Compensation

Name	Option / Stock Award Grant Date (1)	Option Awards — Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Stock Awards — Number of Units of Stock That Have Not Vested (#) (2)(4)(5)	Market Value of Units of Stock That Have Not Vested ($) (3)	Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#) (4)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Units That Have Not Vested ($) (3)
Eduardo Bezerra	3/6/2023	—	—	—	—	36,830	512,674	—	—
	4/5/2024	—	—	—	—	12,738	177,313	41,508	577,791
	3/6/2025 (6)	—	—	—	—	9,960	138,643	—	—
	6/6/2025	—	—	—	—	27,523	383,120	48,930	681,106
Roberto Khoury	6/7/2024	—	—	—	—	13,847	192,750	19,418	270,299
	6/6/2025	—	—	—	—	21,101	293,726	37,512	522,167
	7/8/2025	—	—	—	—	2,211	30,777	3,931	54,720
Abbie Lennox	2/7/2025	—	—	—	—	9,553	132,978	—	—
	6/6/2025	—	—	—	—	11,468	159,635	20,387	283,787
Charles Atkinson	6/6/2025	—	—	—	—	20,069	279,360	35,678	496,638
Ronald Janish	2/26/2016	4,558	—	129.23	46,079	—	—	—	—
	6/6/2017	9,586	—	70.34	46,544	—	—	—	—
	3/8/2018	8,679	—	85.06	46,820	—	—	—	—
	3/6/2023	—	—	—	—	15,093	210,095	—	—
	4/5/2024	—	—	—	—	—	—	17,641	245,563
	6/6/2025	—	—	—	—	—	—	17,329	241,220
Triona Schmelter	10/6/2023	—	—	—	—	14,896	207,352	—	—
	4/5/2024	—	—	—	—	11,464	159,579	37,357	520,009
	3/6/2025 (6)	—	—	—	—	6,542	91,065	—	—
	6/6/2025	—	—	—	—	21,789	303,303	38,736	539,205

2026 Proxy Statement 75

Executive Compensation

1. For better understanding of this table, this column has been added to show the grant date of all stock options and equity awards

outstanding at fiscal year-end.

2. Includes performance shares issued in 2023 which have completed the performance-based portion of the vesting requirement but have

not yet completed the time-based requirement.

3. The market value of these unvested awards was calculated using the closing price of our ordinary shares as of December 31, 2025,

which was $13.92.

4. Service-based restricted stock units are earned and vest at each service vesting date. Performance-based restricted stock units are

earned and vest, if at all, three years from the grant date, depending on our performance over three full years for the fiscal 2023, 2024,

and 2025 grants, as more fully described in the section entitled 2025 Executive Compensation Program in Detail - Long-Term Incentive

Award Opportunities in the Compensation Discussion and Analysis. As of December 31, 2025, the number of unearned units for the 2023

award was calculated using vesting credits of 78%, 108%, and 88% for 2023, 2024, and 2025, respectively; the number of unearned

units for the 2024 award was calculated using vesting credits 90% and 81% for 2024 and 2025, respectively, and assuming 100% for

2026; the number of unearned units for the 2025 award was calculated using a vesting credit of 0% for 2025, and assuming 100% for

2026 and 2027.

5. Unless otherwise indicated, all RSUs vest in three equal installments on each grant anniversary.

6. These RSU awards vest in two equal installments on each grant anniversary.

Option Exercises and Stock Vested in 2025

The following table provides information for each NEO concerning the vesting of restricted stock during 2025.

No NEO exercised options in 2025.

Name	Stock Awards — Number of Shares Acquired on Vesting (#) (1)	Value Realized on Vesting ($) (2)
Patrick Lockwood-Taylor	62,550	1,696,648
Eduardo Bezerra	42,509	1,168,044
Roberto Khoury	10,868	284,307
Abbie Lennox	—	—
Charles Atkinson	—	—
Ronald Janish	49,519	1,239,892
Triona Schmelter	7,703	194,274

1. Represents service-based RSUs and PSUs issued under the LTIP.

2. The value realized on vesting was calculated using the closing price of Perrigo shares on the day the awards vested.

76 Perrigo Company

Executive Compensation

Non-Qualified Deferred Compensation in 2025

The Deferred Compensation Plan allows participants to defer as much as 80% of base salary and 100% of

incentive compensation with no dollar amount cap. Participation in the plan is limited to the executive officers

(including the NEOs) and other management level personnel. Amounts deferred under the Deferred

Compensation Plan earn a return based on measurement funds made available to participants, which are

determined by the retirement plan committee. These measurement funds mirror several of the investment

choices available in our 401(k) Plan, with the exception of Company stock and Target Date Funds, which are

not an investment option in the Deferred Compensation Plan. There are also model portfolios in the Deferred

Compensation Plan that are not in the 401(k) Plan. Participants elect the form and timing of distributions of their

Deferred Compensation Plan deferrals prior to the year in which it is deferred. Participants may change their

distribution elections, however, changes must be made 12 months in advance and are subject to a 5-year

delay. Participants may elect in-service distributions to be paid in a lump sum up to 5 annual installments; in-

service deferrals must remain in the Deferred Compensation Plan for at least 3 years prior to distribution.

Participants may elect to receive their retirement/termination distributions in a lump sum or annual installments

(up to 15 years) upon separation from service. If a participant’s in-service distribution was not paid prior to a

separation from service, the in-service distribution will be paid according to their retirement/termination

distribution election. All participants with an account balance subject to Section 409A of the Internal Revenue

Code may not begin receiving retirement/termination distributions earlier than the first day of the 7 th month

following a separation from service.

The following table sets forth information relating to the Deferred Compensation Plan.

Name	Executive Contributions in Last FY ($) (1)	Perrigo Contributions in Last FY ($) (2)	Aggregate Earnings (Losses) in Last FY ($)*	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FY ($) (3)
Patrick Lockwood-Taylor	343,839	116,100	1,438,260	—	1,919,482
Eduardo Bezerra	57,080	50,826	279,071	—	579,730
Roberto Khoury	—	—	—	—	—
Abbie Lennox	—	—	—	—	—
Charles Atkinson	—	—	—	—	—
Ronald Janish	—	—	536,343	—	1,658,426
Triona Schmelter	—	16,219	2,419	—	18,638

1. Of the total amounts shown in this column, the following amounts are included in the Summary Compensation Table as 2025 salary: Mr.

Lockwood-Taylor, $48,933; Mr. Bezerra, $31,111; and the following additional amounts are included for 2025 in the Summary

Compensation Table in the column titled Non-Equity Incentive Plan Compensation: Mr. Lockwood-Taylor, $294,906; Mr. Bezerra, $25,969.

2. These amounts are included in the Summary Compensation Table as All Other Compensation in the column “Registrant Contributions to

Non-Qualified Plans.”

3. In addition to the amounts in footnote 1, this column includes the following amounts included in the Summary Compensation Table in the

columns titled (i) Salary (for fiscal year 2024): Mr. Lockwood-Taylor, $48,000; Mr. Bezerra, $30,212; (ii) Non-Equity Incentive Plan

Compensation (for fiscal year 2024): Mr. Lockwood-Taylor, $1,041,662; Mr. Bezerra, $87,360; (i) Salary (for fiscal year 2023): Mr.

Lockwood-Taylor, $20,000; Mr. Bezerra, $28,840; Mr. Janish, $8,671; (ii) Non-Equity Incentive Plan Compensation (for fiscal year 2023):

Mr. Bezerra, $109,995; Mr. Janish, $11,008.

** We do not pay above-market or preferential interest or earnings on amounts deferred under the Deferred Compensation Plan.*

2026 Proxy Statement 77

Potential Payments Upon

Termination or Change-in-Control

All of our current NEOs participate in our AIP and LTIP and all but Messrs. Janish and Khoury and Ms. Lennox

have the ability to participate in our Deferred Compensation Plan. In addition, all of our current NEOs, other than

Messrs. Lockwood-Taylor, Janish and Khoury and Ms. Lennox, are covered by our U.S. Severance Policy, and

our Change in Control Severance Policy for U.S. Employees. These plans and policies may require us to provide

compensation to these officers in the event of a termination of employment or a change-in-control of Perrigo. Mr.

Lockwood-Taylor's agreement provides that he would receive compensation under his respective employment

agreement in the event of a termination of employment or a change-in-control of Perrigo; however, any

severance benefits payable under his agreement will only occur in the event of a termination of employment that,

when following a change-in-control of Perrigo, results in a “double trigger” for severance benefits. The TCC

retains discretion to provide additional benefits to executive officers upon termination or resignation if it

determines the circumstances so warrant.

The following table sets forth the expected benefits to be received by each current NEO, in addition to the

amounts shown in the Non-Qualified Deferred Compensation 2025 table on page 76 in the event of termination

resulting from various scenarios and assuming a termination date of December 31, 2025, the last business day

of 2025, and a stock price of $13.92 , our closing stock price on that date. For Mr. Janish and Ms. Schmelter, this

table shows actual benefits received upon the termination of their employment on September 30, 2025, and

October 31, 2025, respectively. Assumptions and explanations of the numbers included in the table below are

set forth in the footnotes to, and in additional text following, the table. Assumptions and explanations of the

numbers included in the table below are set forth in the footnotes of, and in additional text following, the table .

Name and Benefits	Change in Control (1) ($)	Death, Disability, Retirement (2) ($)	Termination for Cause or Without Good Reason ($)	Termination Without Cause or for Good Reason (3) ($)	Involuntary Termination for Economic Reasons (4) ($)
Patrick Lockwood-Taylor
Cash	5,580,000	1,550,000	—	4,185,000	4,185,000
Equity Awards
Service-Based Restricted Stock	2,270,839	2,270,839	—	2,270,839	2,270,839
Performance-Based Restricted Stock	4,407,364	3,683,608	—	4,407,364	4,407,364
Stock Options	—	—	—	—	—
Other Benefits (5)	28,800	—	—	28,800	28,800
Total Estimated Incremental Value	12,287,004	7,504,447	—	10,892,004	10,892,004

78 Perrigo Company

Potential Payments Upon Termination or Change-in-Control

Name and Benefits	Change in Control (1) ($)	Death, Disability, Retirement (2) ($)	Termination for Cause or Without Good Reason ($)	Termination Without Cause or for Good Reason (3) ($)	Involuntary Termination for Economic Reasons (4) ($)
Eduardo Bezerra
Cash	2,834,395	629,866	—	787,332	787,332
Equity Awards
Service-Based Restricted Stock	766,867	766,867	—	766,867	639,165
Performance-Based Restricted Stock	1,989,140	1,703,780	—	1,989,140	564,906
Stock Options	—	—	—	—	—
Other Benefits (5)	34,200	—	—	34,200	34,200
Total Estimated Incremental Value	5,624,602	3,100,512	—	3,577,539	2,025,603
Roberto Khoury
Cash	3,161,900	581,106	—	3,161,900	3,161,900
Equity Awards
Service-Based Restricted Stock	517,253	517,253	—	517,253	409,095
Performance-Based Restricted Stock	1,047,508	847,185	—	1,047,508	118,982
Stock Options	—	—	—	—	—
Other Benefits (5)	15,000	—	—	15,000	15,000
Total Estimated Incremental Value	4,741,661	1,945,544	—	4,741,661	3,704,977
Abbie Lennox
Cash	2,690,407	423,943	—	2,690,407	2,690,407
Equity Awards
Service-Based Restricted Stock	292,612	292,612	—	292,612	195,089
Performance-Based Restricted Stock	372,471	283,787	—	372,471	—
Stock Options	—	—	—	—	—
Other Benefits (5)	15,000	15,000	—	15,000	15,000
Total Estimated Incremental Value	3,370,491	1,015,342	—	3,370,491	2,900,496

2026 Proxy Statement 79

Potential Payments Upon Termination or Change-in-Control

Name and Benefits	Change in Control (1) ($)		Death, Disability, Retirement (2) ($)	Termination for Cause or Without Good Reason ($)	Termination Without Cause or for Good Reason (3) ($)	Involuntary Termination for Economic Reasons (4) ($)
Charles Atkinson
Cash	2,584,000		532,000	—	760,000	760,000
Equity Awards
Service-Based Restricted Stock	279,360		279,360	—	279,360	186,250
Performance-Based Restricted Stock	651,832		496,638	—	651,832	—
Stock Options	—		—	—	—	—
Other Benefits (5)	34,200		34,200	—	34,200	34,200
Total Estimated Incremental Value	3,549,392		1,342,198	—	1,725,392	980,450
Ronald Janish
Cash	—	—	—	—	2,880,748	—
Equity Awards
Service-Based Restricted Stock	—	—	—	—	—	—
Performance-Based Restricted Stock	—	—	—	—	804,465	—
Stock Options	—	—	—	—	—	—
Other Benefits	—	—	—	—	237,275	—
Total Estimated Incremental Value	—	—	—	—	3,922,488	—
Triona Schmelter
Cash	—		—	—	774,572	—
Equity Awards
Service-Based Restricted Stock	—		—	—	581,355	—
Performance-Based Restricted Stock	—		—	—	1,458,217	—
Stock Options	—		—	—	—	—
Other Benefits	—		—	—	4,100	—
Total Estimated Incremental Value	—		—	—	2,818,244	—

1. In the event of termination in connection with a change in control, all currently serving NEOs will receive immediate vesting on all equity

vehicles (value at target for PSUs). Additionally, Mr. Lockwood-Taylor, Mr. Bezerra and Mr. Atkinson will receive two times the sum of

80 Perrigo Company

Potential Payments Upon Termination or Change-in-Control

salary and annual bonus, plus a pro-rated bonus, if applicable; Mr. Khoury, and Ms. Lennox will receive the same amount as in the event

of termination without cause or involuntary termination for economic reasons. PSUs vest immediately at 100% of target.

2. In the event of death, disability or retirement, all NEOs will receive immediate vesting on RSUs and NQSOs. PSUs will vest based on

actual performance at the end of the original performance periods. PSU amounts calculated at 100% of target for incomplete future years.

3. In the event of termination without cause or for good reason, Mr. Lockwood-Taylor's severance treatment is determined by his respective

agreement; Mr. Bezerra's, Mr. Atkinson’s and Ms. Schmelter's by the Perrigo Company plc U.S. Severance Policy Amended and

Restated Effective February 13, 2019; Ms. Lennox’s, Mr. Khoury's and Mr. Janish’s by the Perrigo Employee Severance Programme,

Ireland. RSUs and NQSOs will receive immediate vesting. PSUs vest immediately at 100% of target.

4. In the event of involuntary termination for economic reasons, Mr. Lockwood-Taylor's severance treatment is determined by his respective

agreement; Mr. Bezerra's, Mr. Atkinson’s and Ms. Schmelter's by the Perrigo Company plc U.S. Severance Policy Amended and

Restated Effective February 13, 2019; Ms. Lennox’s, Mr. Khoury's and Mr. Janish’s by the Perrigo Employee Severance Programme,

Ireland. RSUs, PSUs and NQSOs will continue to vest for 24 months under their original vesting schedule. PSUs will vest based on actual

performance at the end of the original performance periods. PSU amounts calculated at 100% of target for incomplete future years.

5. Other benefits include: continued COBRA coverage for Mr. Lockwood-Taylor, Mr. Atkinson and Mr. Bezerra; and career transition

services for Mr. Lockwood-Taylor, Mr. Atkinson, Mr. Bezerra, Mr. Khoury and Ms. Lennox.

Employment Agreement with Chief Executive Officer

Mr. Lockwood-Taylor, President and CEO joined Perrigo in June 2023. We initially set Mr. Lockwood-Taylor's

annual target Total Direct Compensation at a competitive rate of $8,240,000 situated between the 25th and the

50th percentile of our executive compensation peer companies.

	Patrick Lockwood-Taylor 2025 Target Compensation ($)
Base	1,240,000
Annual Incentive Award	1,550,000
Long-Term Incentive Award	6,600,000
Total Direct Compensation	9,390,000

We amended and restated Mr. Lockwood-Taylor’s employment agreement on February 26, 2025 to extend his

term as President, CEO and member of the Board of Directors for an additional three-year period through June

30, 2028, and amend certain compensation and other terms set forth therein. Mr. Lockwood-Taylor's amended

and restated employment agreement provides that his employment may be terminated during the term of the

agreement under the following circumstances:

• upon Mr. Lockwood-Taylor's death or disability;

• by Perrigo with or without cause (as defined in the agreement);

• by mutual agreement; or

• by Mr. Lockwood-Taylor with good reason (as defined in the agreement).

If during the term of this agreement Mr. Lockwood-Taylor's employment were terminated by us without cause or

by him for good reason and he agrees to a release of claims against Perrigo, he would also be entitled to

compensation and benefits earned to that date, as well as:

2026 Proxy Statement 81

Potential Payments Upon Termination or Change-in-Control

• a prorated annual bonus for the year of termination (determined based on actual performance);

• payment of an amount equal to 18 months of his then-current salary and target bonus, payable in a lump

sum;

• a payment of health insurance premiums for 18 months, but only if Mr. Lockwood-Taylor is not entitled to

health insurance coverage from another employer-provided plan; and

• For his 2023 one-time sign on LTI RSU and PSU grants only, continued vesting of any unvested RSUs and

PSUs related to those grants; and

• 36 months continued vesting of all other unvested RSUs and PSUs and, in the case of PSUs, PSUs will vest

or be forfeited based on the actual attainment of performance goals.

If any such termination without cause or for good reason were to occur within 24 months following a change

in control, Mr. Lockwood-Taylor would be entitled to the same benefits as listed above, except he would be

entitled to:

• a cash payment of an amount equal to 24 months of his then-current salary and target bonus rather than

18 months;

• a cash payment equal to the cost of health insurance premiums for 6 months; and

• immediate vesting of all equity incentive awards granted to him and, in the case of PSUs, based on “target”

levels of achievement.

If Mr. Lockwood-Taylor were terminated for cause, he would receive compensation and benefits earned to date.

If Mr. Lockwood-Taylor's employment were terminated for death or disability, he would receive compensation

and benefits earned to date, including payment for unused vacation days, as well as a prorated annual bonus

for the year of termination (determined based on actual performance).

Payments Under the Annual Incentive Plan

Generally, no portion of the payments under the AIP is considered earned or payable for a particular year unless

the NEO is employed by us and in good standing on the incentive bonus payment date. The AIP, however, may

require us to make payments to NEOs who are no longer employed by us on the incentive bonus payment date

under the following circumstances:

• retirement at age 65 or older;

• retirement at age 60 or older with at least 10 years of service;

• early retirement of a named executive officer under an early retirement plan approved by the TCC;

• permanent disability as determined by the TCC; or

• death.

Under all circumstances listed above, the NEO, or the executive officer’s estate in the case of death, will be

entitled to a pro rata portion of any payment based on actual performance under the AIP for that fiscal year,

computed to the date of the termination.

An NEO eligible to receive a post-termination payment under the AIP will be paid in a lump sum within a

reasonable time after the close of the fiscal year in which termination occurred.

82 Perrigo Company

Potential Payments Upon Termination or Change-in-Control

Payments Under the Long-Term Incentive Plan

If an NEO terminates employment with us due to death, disability or retirement, the executive officer’s (i)

outstanding options will immediately vest in full; (ii) RSUs will be free of any restriction period; and (iii) PSUs will

vest or be forfeited based on the attainment of performance goals. The outstanding options may be exercised in

whole or in part by the participant or his/her fiduciary, beneficiary or conservator, as applicable, at any time prior

to their respective expiration dates. For LTIP awards granted prior to November 1, 2023, "Retirement" is defined

as a termination occurring (i) pursuant to a voluntary early retirement program approved by the Board or TCC;

(ii) after attaining age 65; or (iii) after attaining age 60 with 10 or more years of service with the Company. For

LTIP awards after November 1, 2023, "Retirement" is defined as a termination occurring (i) pursuant to a

voluntary early retirement program approved by the Board or TCC; (ii) after attaining age 65; or (iii) after

attaining age 60 with 5 or more years of service with the Company.

If an NEO is involuntarily terminated for economic reasons, the executive officer may exercise the executive

officer’s options, to the extent vested, at any time prior to the earlier of (i) the date that is 30 days after the date

that is 24 months after the termination date; or (ii) their respective expiration dates. Any options, RSUs and PSUs

that are not vested on the termination date but are scheduled to vest during the 24-month period following the

termination date, according to the vesting schedule in effect before termination, will vest as if the participant had

continued to provide services to us during the 24-month period. Any unvested options, RSUs and PSUs that are

not scheduled to vest during that 24-month period will be forfeited on the termination date. If an NEO who is

involuntarily terminated for economic reasons should die while the executive officer’s options remain

exercisable, the fiduciary of the NEO’s estate or the executive officer’s beneficiary may exercise the options

(to the extent that those options were vested and exercisable prior to the named executive officer’s death) at

any time prior to the later of the date that is (i) 30 days after the date that is 24 months after the NEO’s

termination date, or (ii) 12 months after the date of death, but in no event later than the respective expiration

dates of the options.

Upon an event of termination during the restriction period, restricted shares and restricted stock units still

subject to restriction generally will be forfeited by the NEO and reacquired by Perrigo. Subject to the one-year

minimum vesting requirements of the LTIP, we may in our sole discretion waive in whole or in part any or all

remaining restrictions with regard to an NEO’s shares.

If an NEO is terminated for cause, any restricted shares or RSUs subject to a restriction period will be forfeited

and the executive officer’s right to exercise the executive officer’s options will immediately terminate. If within 60

days after an NEO is terminated for any reason, we discover circumstances that would have permitted us to

terminate an NEO for cause, any shares, cash or other property paid or delivered to the NEO within 60 days of

such termination date will be forfeited and the NEO must repay those amounts to Perrigo.

If the NEO is terminated for any reason other than those described above, the NEO will have the right to exercise

the executive officer’s options at any time prior to the earlier of (i) the date that is 3 months after the termination

date, or (ii) their respective expiration dates, but only to the extent that those options were vested prior to the

termination date. Any options or RSUs and PSUs that are not vested at the termination date will be forfeited on

the termination date. If an NEO dies after the termination date while the executive officer’s options remain

exercisable and the termination was not due to death, disability, retirement or an involuntary termination for

cause or due to economic reasons, the fiduciary of the NEO’s estate or the executive officer’s beneficiary may

exercise the options (to the extent that those options were vested and exercisable prior to the executive officer’s

death) at any time prior to the earlier of (i) 12 months after the date of death, or (ii) their respective expiration

dates.

2026 Proxy Statement 83

Potential Payments Upon Termination or Change-in-Control

Regardless of the vesting requirements that otherwise apply to an award under the LTIP as described above,

if the NEO is terminated by reason of a termination without “cause” (as is defined in the applicable Award

Agreement) or a separation for “good reason” (as defined in the applicable Award Agreement) on or after a

Change in Control and prior to the two year anniversary of the Change in Control (as defined in the LTIP, which

is a double trigger), options and RSUs outstanding under the LTIP as of the date of the change in control that

have not vested will become vested and the options will become fully exercisable. The restrictions and deferral

limitations applicable to any restricted shares and units will lapse and such restricted shares and service vesting

RSUs will become free of all restrictions and limitations and will become fully vested and transferable. In

addition, upon a change in control, all performance awards will be considered to be earned and payable in full,

and any deferral or other restriction will lapse, and the performance awards will be immediately settled and

distributed. The restrictions and deferral limitations and other conditions applicable to any other stock unit

awards or any other awards will lapse, and those other stock unit awards and other awards will become free of

all restrictions, limitations or conditions and will become fully vested and transferable to the full extent of the

original grant.

The above discussion described the default rules applicable to awards. The TCC has the discretion to establish

different terms and conditions relating to the effect of the NEO’s termination date on awards under the LTIP.

Payments Under the Non-Qualified Deferred Compensation Plan

If an NEO is terminated for any reason other than death, the executive officer will receive a termination benefit

under the Deferred Compensation Plan equal to the executive officer’s account balance. The Non-Qualified

Deferred Compensation in 2025 table on page 76 reflects account balances as of the end of 2025.

This termination benefit will be paid to the NEO in a lump sum or under an annual installment method of up to 15

years, based on the NEO’s choice when the executive officer began participation in the plan or as the executive

officer subsequently changed the election. If the NEO did not make an election with respect to method of

payment for a termination benefit, the executive officer will be deemed to have elected to be paid in a lump sum.

A lump sum payment of the termination benefit will be made, or annual installments will commence, as of the 1 st

day of the seventh month following the date the NEO terminates the executive officer’s employment with us.

An NEO’s beneficiary will receive a survivor benefit equal to the NEO’s account balance if the NEO dies before

the executive officer commences payment under the Deferred Compensation Plan. The survivor benefit will be

paid to the NEO’s beneficiary in a lump sum payment as soon as administratively practicable, but in no event

later than the last day of the calendar year in which the NEO’s death occurs or, if later, by the 15 th day of the

third month following the NEO’s death.

Payments Under the Change-in-Control Severance Policy for U.S. Employees

Our board-based Change-in-Control Severance Policy for U.S. Employees provides that upon a qualifying

termination of employment within 2 years following a change-in-control, a named executive officer (other than the

CEO and non-U.S. NEO), would receive a lump sum severance payment equal to 2 times the sum of the

executive officer’s base salary and target bonus opportunity, and a prorated annual bonus for the year of

termination, based on actual performance.

In addition, the NEO would receive payment of health insurance premiums for 18 months, followed by a cash

payment equal to the cost of such premiums for another 6 months, but only if the executive officer is not

otherwise entitled to health insurance coverage under another employer-provided plan and is enrolled in the

Perrigo health insurance coverage at the time of the termination.

84 Perrigo Company

Potential Payments Upon Termination or Change-in-Control

Payments Under the U.S. Severance Policy

Our broad-based severance policy provides that, upon a qualifying termination of employment not within 2 years

following a change in control, an eligible named executive officer, other than the CEO and non-U.S. NEO, would

receive a severance payment equal to 52 weeks of the executive officer’s base salary, payable in installments or

a lump sum, and a pro rata bonus payment for the year in which the termination occurs, based on actual

performance.

In addition, the NEO would receive payment of health insurance premiums for 12 months, but only if the

executive officer is not entitled to health insurance coverage under another employer-provided plan and is

enrolled in the Perrigo health insurance coverage at the time of the termination.

Payments Under The Perrigo Employee Severance Programme, Ireland

On November 1, 2022 The Perrigo Employee Severance Programme, Ireland (“ The Severance Programme ”)

was amended and approved for a further period of 3 years. The broad-based severance programme provides

that, upon a qualifying termination of employment, both within or not within 2 years following a change in control

as defined in the U.S. severance policies, an eligible NEO, would receive a discretionary ex-gratia payment in

the amount of 2.5 times the sum of the executive officer's base compensation and target annual bonus for the

year in which the severance date occurs.

In addition, the NEO would receive statutory entitlements, notice or payment in lieu of notice, accrued holiday

pay, individual pension advice from Mercer, our outplacement service provider and the ability to continue health

insurance on an individual membership at the NEO's own cost. All employment payments are subject to

deductions, as necessary.

2026 Proxy Statement 85

Talent & Compensation

Committee Report

The TCC of our Board of Directors consists of four directors, each of whom is independent, as defined under

SEC rules and the NYSE standards.

The TCC has reviewed and discussed the Compensation Discussion and Analysis with management. Based on

the review and discussions, the TCC recommended to the Board of Directors that the “Compensation Discussion

and Analysis” be included in this proxy statement and incorporated by reference into Perrigo’s Annual Report on

Form 10-K for the fiscal year ended December 31, 2025.

The Talent & Compensation Committee

• Jeffrey B. Kindler, Chair

• Bradley A. Alford

• Julia M. Brown

• Orlando D. Ashford

Equity Compensation Plan Information

The table below provides information about Perrigo’s ordinary shares that may be issued upon the exercise of

options and rights under all of our equity compensation plans as of December 31, 2025. Shareholder-approved

plans include our LTIP, as well as our Employee Stock Option Plan and Non-Qualified Stock Option Plan for

Directors, which were replaced by our LTIP.

Plan Category	(a) — Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)		(b) — Weighted-average exercise price of outstanding options, warrants and rights ($)	(c) — Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (#)
Equity compensation plans approved by shareholders	5,824,796	(1)	85.93	1,720,140	(2)
Equity compensation plans not approved by shareholders	—		—	—
Total	5,824,796		85.93	1,720,140

1. Of these shares, 821,289 were subject to non-qualified stock options, 3,074,536 were subject to unvested restricted stock units and

1,928,971 were subject to unvested performance-based stock units at target.

2. All of these shares were available for issuance under our LTIP. Includes 311,660 recycled shares, which will be available once registered.

86 Perrigo Company

CEO Pay Ratio

The CEO pay ratio was calculated in accordance with SEC rules and requirements. We identified our median

employee in 2025 using target total cash compensation (base salary plus target bonus) for all individuals,

excluding the CEO, who were employed by us on December 31, 2025. We believe target total cash

compensation is an appropriate, consistently applied, compensation measure by which to identify our median

paid employee. We excluded 405 individuals in the following jurisdictions because they represent less than 5%

of our total employee population: Czech Republic, Greece, Hong Kong, Hungary, Latvia, and Poland. We

included all other employees, whether employed on a full-time or part-time basis, or seasonally. We did not

make any assumptions, and we did not make any adjustments.

We calculated total compensation for our median employee using the same methodology we use for our named

executive officers as set forth in the 2025 Summary Compensation Table in this proxy statement. The total

compensation of the median-paid employee, excluding the CEO, was $99,190 for 2025. The total compensation

for our current CEO was $9,042,603 for 2025. Therefore, the ratio of CEO pay to median employee pay was 91:1.

This information involves reasonable estimates based on employee payroll records and other relevant company

information. In addition, SEC rules for identifying the median employee and determining the CEO pay ratio

permit companies to employ a wide range of methodologies, estimates and assumptions. As a result, the CEO

pay ratios reported by other companies, which may have employed other permitted methodologies or

assumptions, and which may have a significantly different work force structure from ours, are likely not

comparable to our CEO pay ratio.

2026 Proxy Statement 87

Pay Versus Performance

Pay Versus Performance Disclosure

Provided below is the Company’s “pay versus performance” disclosure as required pursuant to Item 402(v) of

Regulation S-K promulgated under the Exchange Act. As required by Item 402(v), we have included:

• A list of the most important measures that our TCC used in 2025 to link a measure of pay calculated in

accordance with Item 402(v) (referred to as “ Compensation Actually Paid ” or “ CAP ”) to Company

performance;

• A table that compares the total compensation of our NEOs as presented in the Summary Compensation

Table (“ SCT ”) to CAP and that compares CAP to specified performance measures; and

• Graphs that describe:

◦ the relationship between our total shareholder return (“ TSR ”) and the TSR of the S&P 1500 Consumer

Staples Index (“ Peer Group TSR ”); and

◦ the relationships between CAP and our cumulative TSR, GAAP Net Income, and our Company selected

measure, PSU OI.

This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value

actually realized by the executives or how our TCC evaluates compensation decisions in light of Company or

individual performance. In particular, our TCC has not used CAP as a basis for making compensation decisions,

nor does it use GAAP Net Income as a performance metric in any of our incentive plans. Relative TSR is a

performance metric in our long-term incentive plan, but it is measured on a percentile rank basis versus the

companies in the S&P 500, while Peer Group TSR in this disclosure is based on the S&P 1500 Consumer Staples

Index, which is a market-cap weighted index. Please refer to our ‘Compensation Discussion and Analysis’

section beginning on page 44 for a discussion of our executive compensation program objectives and the ways

in which we align executive compensation pay with performance.

Metrics Used for Linking Pay and Performance

The following is a list of performance measures, which in our assessment represent the most important

performance measures used by the Company to link Compensation Actually Paid to the NEOs for 2025 to

performance. Each metric below is used for purposes of determining payouts under either our annual incentive

program or vesting of our PSUs. Please see the ‘Compensation Discussion & Analysis’ section beginning on

page 44 for a further description of these metrics and how they are used in the Company’s executive

compensation program.

• PSU OI

• Net Sales

• Free Cash Flow / Net Sales

• Absolute TSR

• Relative TSR

88 Perrigo Company

Pay Versus Performance

PSU OI was the most heavily weighted financial performance metric under our 2025 AIP and we believe is a

profitability measure that, when combined with the other measures in the AIP and PSU awards, supports long-

term shareholder value creation. As such, PSU OI is the Company-selected measure included in the table and

graphs that follow.

Pay Versus Performance Table

In accordance with Item 402(v), below is the tabular disclosure for the Company’s CEOs and the average of our

NEOs other than the CEO for the past four fiscal years.

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)
							Value of Initial Fixed $100 Investment Based on:
Year	Summary Comp. Table Total for Current CEO ($) (1)	Summary Comp. Table Total for Former CEO ($)	Comp. Actually Paid to Current CEO ($) (2)	Comp. Actually Paid to Former CEO ($)	Average Summary Comp. Table Total for Other NEOs ($) (1)	Average Comp. Actually Paid to Other NEOs ($) (2)	Total Shareholder Return ($) (3)	Peer Group Total Shareholder Return ($) (4)	GAAP Net Income ($mil.) (5)	PSU OI ($mil.) (5)(6)
2025	9,042,603	—	2,858,316	—	3,494,529	1,909,108	37	141	( 1,426 )	609
2024	7,142,541	—	4,949,771	—	2,629,204	1,932,465	65	137	( 172 )	613
2023	6,067,969	10,897,739	5,906,451	8,784,009	2,509,460	2,108,923	78	119	( 13 )	574
2022	—	12,810,155	—	11,219,259	2,823,990	2,582,913	80	118	( 141 )	533
2021	—	10,529,261	—	5,240,661	2,816,541	1,954,970	89	118	( 69 )	472

1. 2025 CEO is P. Lockwood-Taylor (current); other NEOs are E. Bezerra, C. Atkinson, R. Janish (former), R. Khoury, A. Lennox, and T.

Schmelter (former); 2024 CEO is P. Lockwood-Taylor; other NEOs are E. Bezerra, K. Hanson (former), R. Janish (former), R. Khoury, G.

Quinn (former) and T. Schmelter (former); 2023 CEOs are P. Lockwood-Taylor and M. Kessler (former); other NEOs are E. Bezerra, J.

Dillard (former), S. Andersen (former), K. Hanson (former) and R. Janish (former); 2022 CEO is M. Kessler (former); other NEOs are E.

Bezerra, S. Andersen (former), J. Dillard (former), K. Hanson (former), T. Kingma (former), and R. Silcock (former); 2021 CEO is M.

Kessler (former); other NEOs are R. Silcock (former), J. Dillard (former), S. Andersen (former), T. Kingma (former) and S. Kochan (former).

2. The dollar amounts reported represent CAP, as computed in accordance with SEC rules. For all amounts shown in columns (c), the

following methods were used to calculate fair value of awards: option awards fair value was determined using a Black-Scholes option-

pricing model; restricted stock units (RSUs) fair value was based on PRGO’s closing stock price on each valuation date, including

accrued dividend equivalent units; performance stock units (PSUs) fair value assumes estimated performance results as of the end of

each reporting year for financial metrics (adjusted operating income was the performance measure for our 2019, 2020, 2021, 2022, 2023,

and 2024 PSUs, free cash flow / net sales for our 2025 PSUs) and a Monte Carlo simulation valuation model for market metrics (which

were relative TSR vs. the S&P 500 constituents for 2019, 2020, 2021, 2022, 2023, and 2024 PSUs, and vs. custom comparator group for

our 2025 PSUs), in accordance with FASB ASC 718. The dollar amounts do not reflect the actual amount of compensation earned by or

paid during the applicable year. In accordance with SEC rules, the following adjustments were made to the SCT total compensation to

determine the CAP values:

2026 Proxy Statement 89

Pay Versus Performance

Reconciliation of Summary Compensation Table to Compensation Actually Paid for CEO

Fiscal Year	Reported Summary Compensation Table Total Compensation for CEO ($)	(Minus) Summary Compensation Table Reported Total Value of Equity Granted to CEO (a) ($)	Plus Year-End Fair Value of Equity Granted During Fiscal Year that is Outstanding and Unvested at Year-End ($)	Plus (Minus) Year-over-Year Change in Fair Value of Awards Granted in Prior Fiscal Years that are Outstanding and Unvested at Year-End ($)	Plus Fair Value at Vesting Date of Awards Granted and Vested During Year ($)	Plus (Minus) Change in Fair Value from Beginning of the Year to Vesting Date of Awards Granted in Any Prior Fiscal Year That Vested During the Year ($)	(Minus) Fair Value of Any Awards Granted in any Prior Fiscal Year that Fail to Meet Vesting Conditions During the Fiscal Year ($)	Equals CEO Cap ($)
2025	9,042,603	( 6,990,564 )	3,132,956	( 2,436,767 )	—	110,087	—	2,858,316
2024	7,142,541	( 5,579,670 )	4,133,037	( 488,549 )	—	( 257,588 )	—	4,949,771
2023 (current)	6,067,969	( 4,300,008 )	4,138,489	—	—	—	—	5,906,451
2023 (former)	10,897,739	( 10,047,050 )	5,372,539	( 230,666 )	2,730,013	665,344	( 603,910 )	8,784,009
2022	12,810,155	( 9,750,016 )	9,282,667	( 758,252 )	—	( 219,914 )	( 145,380 )	11,219,259
2021	10,529,261	( 7,749,994 )	6,504,216	( 1,836,722 )	—	( 1,135,832 )	( 1,070,268 )	5,240,661

Reconciliation of Summary Compensation Table to Compensation Actually Paid for Average

Other NEOs

Fiscal Year	Reported Summary Compensation Table Total for Average Other NEOs ($)	(Minus) Summary Compensation Table Reported Total Value of Equity Granted to Average Other NEOs ($) (1)	Plus Year-End Fair Value of Equity Granted During Fiscal Year that is Outstanding and Unvested at Year-End ($)	Plus (Minus) Year-over-Year Change in Fair Value of Awards Granted in Prior Fiscal Years that are Outstanding and Unvested at Year-End ($)	Plus Fair Value at Vesting Date of Awards Granted and Vested During Year ($)	Plus (Minus) Change in Fair Value from Beginning of the Year to Vesting Date of Awards Granted in Any Prior Fiscal Year That Vested During the Year ($)	(Minus) Fair Value of Any Awards Granted in any Prior Fiscal Year that Fail to Meet Vesting Conditions During the Fiscal Year ($)	Equals Average Other NEOs CAP ($)
2025	3,494,529	( 1,793,556 )	589,255	( 342,235 )	63,647	( 78,798 )	( 23,734 )	1,909,108
2024	2,629,204	( 1,294,898 )	995,568	( 203,582 )	—	( 100,128 )	( 93,699 )	1,932,465
2023	2,509,460	( 1,411,742 )	1,053,612	( 44,700 )	—	54,504	( 52,211 )	2,108,923
2022	2,823,990	( 1,862,495 )	1,530,044	( 81,925 )	217,254	( 25,508 )	( 18,447 )	2,582,913
2021	2,816,541	( 1,400,030 )	1,110,898	( 329,578 )	76,203	( 159,566 )	( 159,498 )	1,954,970

(a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards”

columns in the SCT for the applicable year.

90 Perrigo Company

Pay Versus Performance

3. TSR assumes an investment of $100 on December 31, 2020 and the reinvestment of any div idends.

4. Reflects total shareholder return indexed to $100 for the S&P 1500 Consumer Staples Index, which is an industry line index reported in

the performance graph included in the Company’s 2025 Annual Report on Form 10-K.

5. The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the

applicable year .

6. Please see page 60 for a definition of PSU OI , which is a non-GAAP financial measure. Values shown reflect PSU OI as calculated for

purposes of our executive compensation program for the applicable reporting year. The value reported for PSU OI for 2024 has been

updated here to correct an oversight in the number previously reported. See Appendix A for reconciliation of Adjusted (non-GAAP) to

Reported (GAAP) .

Relationship between CAP and TSR of Company and Peer Group

The graphs below illustrate the relationship between CAP for our CEO and other NEOs with the TSR of the

Company and the Peer Group. For reference, SCT total compensation values for each year are also shown.

While the CAP amounts for our CEO and other NEOs were generally aligned with our TSR, other factors influence

CAP, such as our stock price at the time of vesting during the year, the timing of new equity grants, as well as

our performance versus the other measures in our annual and long-term incentive plans. The graph below also

illustrates the relationship between our TSR and the Peer Group TSR.

2026 Proxy Statement 91

Pay Versus Performance

Relationship between CAP and GAAP Net Income

The graph below reflects the relationship between the CEO and Average other NEO CAP and our GAAP Net

Income. As discussed in more detail in our Compensation Discussion & Analysis, GAAP net income is not used

as a metric in our annual or long-term incentive plans due to the variance in non-cash and other charges

recorded against Net income. As such, we believe that its relationship to CAP and our performance is less

illustrative than other metrics that factor more directly into our executive compensation program, including PSU

OI.

92 Perrigo Company

Pay Versus Performance

Relationship between CAP and PSU OI (our Company-Selected Measure)

The graph below reflects the relationship between CEO and Average Other NEO CAP and PSU OI. PSU OI

determined 40% of the 2025 AIP for Corporate and Segment Leader OC members. We believe that PSU OI is an

important profitability measure because it directly aligns with our stated strategic long-term growth objectives,

and, when combined with the other measures utilized the AIP and PSU awards, supports long-term shareholder

value creation. While the CAP amounts for our CEO and other NEOs were somewhat correlated with changes in

our PSU OI, other factors influence CAP, such as our stock price at the time of vesting during the year, the timing

of new equity grants, as well as our performance versus the other measures in our annual and long-term

incentive plans .

2026 Proxy Statement 93

Audit Committee Report

The Audit Committee of the Board is responsible for monitoring the following, including their related risks:

(1) Perrigo’s accounting and financial reporting principles and policies; (2) the integrity of Perrigo’s financial

statements and the independent audit thereof; (3) Perrigo’s compliance with legal and regulatory requirements;

(4) the qualifications, independence and performance of Perrigo’s independent registered public accounting

firm; (5) the qualifications and performance of Perrigo’s internal audit function including where the service is

outsourced; and (6) Perrigo’s internal control over financial reporting. In particular, these responsibilities include,

among other things, the appointment and compensation of Perrigo’s independent registered public accounting

firm, reviewing with the independent registered public accounting firm the plan and scope of the audit of the

financial statements and internal control over financial reporting and audit fees, monitoring the adequacy of

reporting and internal controls and meeting periodically with internal auditors and the independent registered

public accounting firm. All members of the Audit Committee are independent directors, as such term is defined

in Section 303A.02 of the NYSE Listed Company Manual. The Board has adopted an Audit Committee Charter,

which it reviews annually based upon input from the Audit Committee.

In connection with the December 31, 2025 financial statements, the Audit Committee: (1) reviewed and

discussed the audited financial statements with management; (2) discussed with the independent registered

public accounting firm the matters required to be discussed under current auditing standards; and (3) received

and discussed with the independent registered public accounting firm the written disclosures and letter from the

independent registered public accounting firm required under PCAOB Ethics and Independence Rule 3526 and

has discussed with the independent registered public accounting firm their independence. Based upon these

reviews and discussions, the Audit Committee has recommended to the Board of Directors, and the Board of

Directors has approved, that Perrigo’s audited financial statements be included in Perrigo’s Annual Report on

Form 10-K filed with the SEC for the fiscal year ended December 31, 2025.

The Audit Committee

• Donal O’Connor, Chair

• Kevin Egan

• Adriana Karaboutis

• Albert Manzone

• Geoffrey M. Parker

• Jonas Samuelson

Proposals to be Voted On

95 Proposal 1 Election of Directors

98 Proposal 3 Advisory Vote on Executive Compensation

111 Proposal 5 Renew the Board’s Authority to Issue Shares

96 Proposal 2 Advisory Vote on Ratification of Independent Auditor and Binding Vote on Authorization of Board (through AC) to Fix Remuneration of Auditor

100 Proposal 4 Approval to Amend Long-Term Incentive Plan and Increase Number of Shares

112 Proposal 6 Renew the Board’s Authority to Opt-out

94

2026 Proxy Statement 95

Proposal 1

Elect nine dire ctor nominees to serve until the 2027 Annual

General Meeting of Shareholders

For more information on Proposal 1, see the ‘Election of Directors’ section beginning on page 22 .

We are asking shareholders to approve the following resolutions as Ordinary Resolutions of the Company at

the AGM:

RESOLVED that the shareholders elect, by separate resolutions, the following individuals as directors, to serve until the 2027 Annual General Meeting:

• Bradley A. Alford

• Orlando D. Ashford

• Julia M. Brown

• Kevin Egan

• Patrick Lockwood-Taylor

• Albert A. Manzone

• Donal O’Connor

• Geoffrey M. Parker

• Jonas Samuelson

●
The Board of Directors unanimously recommends a vote FOR each of the director nominees.

96 Perrigo Company

Proposal 2

Ratification, in a Non-Binding Advisory Vote, of the

Appointment of Ernst & Young LLP as the Company’s

Independent Auditor and Authorization, in a Binding Vote,

of the Board of Directors, Acting Through the Audit Committee,

to Fix the Remuneration of the Auditor

The firm of Ernst & Young LLP (“EY”) began auditing the consolidated financial statements of Perrigo Company,

our predecessor, in fiscal 2009. The Audit Committee has appointed EY to serve as our independent auditor for

fiscal year 2026, and the Board of Directors recommends that the shareholders ratify the appointment of EY to

audit our consolidated financial statements for our 2026 fiscal year. While under Irish law, EY is deemed to be

reappointed without the necessity of a shareholder vote, we are submitting the appointment to our shareholders

as a matter of good corporate practice to obtain their views. In addition, the shareholders are being asked to

authorize the Board of Directors, acting through the Audit Committee, to determine EY’s remuneration. This

authorization is required by Irish law. The affirmative vote of a majority of the votes cast at the AGM is required

for this proposal.

We expect representatives of EY to be present at the AGM with the opportunity to make a statement if they

desire to do so and to respond to appropriate questions.

EY has advised us that neither the firm nor any of its members or associates has any direct financial interest or

any material indirect financial interest in Perrigo or any of its affiliates other than as accountants.

During fiscal years 2024 and 2025, we retained EY to perform auditing and other services for us and paid them

the following amounts for these services:

	Fiscal Year 2024 ($)	Fiscal Year 2025 ($)
Audit Fees	10,910,000	8,700,000
Audit-Related Fees (1)	1,500,000	1,460,000
Tax Compliance	1,840,000	1,500,000
Tax Consulting & Advisory	1,310,000	910,000
All Other Fees	-0-	-0-
Total Fees	13,580,000	12,570,000

1. Audit-Related Fees - Audit-related services consist primarily of audit services not required by statute or regulation, ESG assurance

related procedures, agreed-upon procedures required to comply with financial accounting or regulatory reporting matters, due diligence

in connection with acquisition and divestitures, and other attest services.

2026 Proxy Statement 97

Proposal 2

The Audit Committee maintains a policy pursuant to which it reviews and pre-approves audit and permitted non-

audit services (including the fees and terms thereof) to be provided by our auditor, except for the de minimis

exceptions for non-audit services described in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934 that

are approved by the Audit Committee prior to the completion of our audit. The Chair of the Audit Committee, or

any other member or members designated by the Audit Committee, is authorized to pre-approve non-audit

services, provided that any pre-approval shall be reported to the full Audit Committee at its next scheduled

meeting. All audit and other services performed by our auditor in fiscal year 2025 were approved in accordance

with the Audit Committee’s policy.

Accordingly, we are asking shareholders to approve the following resolution as an Ordinary Resolution of the

Company at the AGM:

RESOLVED that the shareholders of Perrigo Company plc (“Company”) ratify, in a non-binding advisory vote, the appointment of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending December 31, 2026, and authorize, in a binding vote, the Board of Directors acting through the Audit Committee to fix the remuneration of the auditor.

●
The Board of Directors unanimously recommends that shareholders vote FOR the ratification, in a non-binding advisory vote, of the appointment of Ernst & Young LLP as our Company’s independent auditor for the fiscal year ending December 31, 2026 and authorize, in a binding vote, the Board of Directors, acting through the Audit Committee, to fix the remuneration of the auditor.

98 Perrigo Company

Proposal 3

Advisory Vote on Executive Compensation

Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”)

requires us to provide our shareholders with an opportunity to cast an advisory vote regarding the compensation

of our named executive officers. This is commonly known as a “Say-on-Pay” proposal, as it gives our

shareholders the opportunity to communicate to the TCC and the Board of Directors their view on our

compensation of the named executive officers. It has been our practice to hold a Say-on-Pay vote annually, and

at our 2023 AGM, our shareholders expressed their preference that we continue to do so each year. For that

reason, we are asking our shareholders to approve, on a non-binding basis, the compensation of the Company’s

named executive officers disclosed in this proxy statement. As described in detail in the Compensation

Discussion and Analysis, beginning on page 44 , our philosophy in setting executive compensation is to provide

a total compensation package that provides the compensation and incentives needed to attract, retain and

motivate talented executives who are crucial to our long-term success while aligning our executives’

compensation with our short-term and long-term performance.

Consistent with that philosophy, a significant percentage of the total compensation opportunities for each of our

named executive officers is directly related to our stock price performance and to other performance factors that

measure progress against operating plans and the creation of shareholder value. Through stock ownership

requirements and equity incentives, we also align the interests of our executives with the long-term interests of

the Company and our shareholders. For these reasons, we believe that our executive compensation program is

reasonable, competitive and strongly focused on pay-for-performance principles.

At the 2025 AGM, our shareholders approved the Say-on-Pay proposal, with more than 99% of the votes cast

voting in favor of the proposal.

We took the opportunity to engage with many of our top shareholders to have a dialog about our executive

compensation program and based on their feedback believe that our 2025 pay-for-performance compensation

program demonstrated that it is working as intended and is aligned with our shareholders expectations.

The TCC and Board of Directors believe that the information provided in the "Compensation Discussion and

Analysis” demonstrates that our executive compensation program aligns our executives’ compensation with

Perrigo’s short-term and long-term performance and provides compensation and incentives needed to attract,

motivate and retain key executives that are crucial to Perrigo’s long-term success. Although this Say-on-Pay

advisory vote is non-binding, the TCC and the Board will review the results of this vote and take them into

account for future determinations concerning our executive compensation program.

Accordingly, we are asking shareholders to approve the following resolution as an Ordinary Resolution of the

Company at the AGM:

2026 Proxy Statement 99

Proposal 3

RESOLVED that the shareholders of Perrigo Company plc (“Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement for the 2026 Annual General Meeting of Shareholders, including the Compensation Discussion and Analysis and the compensation tables and narrative disclosures under the “Executive Compensation” section of this proxy statement.

●
The Independent Directors unanimously recommend that shareholders vote FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers.

100 Perrigo Company

Proposal 4

Approval of the 2026 Long-Term Incentive Plan

We are asking our shareholders to approve the Perrigo Company plc 2026 Long-Term Incentive Plan (including

the appendices thereto, the “ 2026 LTIP ”), which is intended to replace the Perrigo Company plc 2019 Long-

Term Incentive Plan (as amended from time to time, the “ Current Plan ”) and will include a share reserve of

7,265,000 (in addition to the remaining share reserve under the Current Plan).

We believe that equity-based compensation is a critical part of our compensation program. Shareholder

approval of the 2026 LTIP and the associated share reserve would enhance our ability to attract and retain

talented employees, consultants and directors upon whom, in large measure, Perrigo’s sustained progress,

growth and profitability depends. For more information on how the 2026 LTIP will fit within our existing

compensation program and our past and current grant practices, see the “Director Compensation”,

“Executive Compensation”, and “Equity Compensation Plan Information” sections of this Proxy Statement.

Compensation & Governance Best Practices

The 2026 LTIP contains a number of provisions that our Board believes are consistent with the interests of

shareholders and sound corporate governance practices. These include:

• Minimum Vesting: Awards under the 2026 LTIP generally have a minimum vesting period of one-year,

except with respect to a maximum of 5% of the shares authorized for issuance under the A&R 2021 LTIP,

and subject to the Committee’s discretion to accelerate the vesting of an award in certain events, like a

termination of employment.

• No Evergreen Share Replenishment Feature: The 2026 LTIP does not provide for automatic increases in

the share reserve, outside of certain adjustments in the event of any merger, reorganization or other change

in corporate structure affecting Perrigo shares.

• No In-the-Money Stock Options or SARs: The exercise price of stock options and stock appreciation

rights may not be less than the fair market value of a Perrigo ordinary share on the date the stock option or

SAR is granted.

• Repricing / Cancellation Limitations: Amending the terms of outstanding awards to reduce the exercise

price of stock options or stock appreciation rights or cancel stock options or stock appreciation rights that

are underwater is not permitted without shareholder approval, except to adjust the exercise price due to a

stock dividend, stock split, recapitalization, reorganization or similar event

• Dividend Equivalents Only Payable upon Vesting of Underlying Award: Any dividend equivalents

granted in connection with unvested Awards shall be payable only if and to the extent the underlying Awards

become vested.

• Clawback: Equity-based compensation paid to participants under the 2026 LTIP is subject to clawback in

accordance with any clawback or recoupment policy adopted by Perrigo, as in effect from time to time.

2026 Proxy Statement 101

Proposal 4

Burn Rate and Overhang

The number of shares requested was determined on the advice of our compensation consultants based on our

expected use of equity-based compensation in the future and the potential dilution of our shareholders. The

Company’s historical annual share usage under our Current Plan (sometimes referred to as “burn rate” or “run

rate”) and the potential dilution of the Company’s shareholders that could occur with respect to the Company’s

equity plans (sometimes referred to as “overhang”) are summarized below. The last time we requested shares

was 2022.

Burn rate or run rate is a calculation of shares granted during the year divided by weighted average shares

outstanding.

	2025 (#)	2024 (#)	2023 (#)	Three-Year Average (#)
Stock Options Granted	—	—	—	—
Restricted Stock Units Granted	1,958,000	1,609,000	1,452,000	1,673,000
Performance Stock Units Granted	547,000	795,000	487,000	609,667
Performance Stock Units Vested	552,000	377,000	252,000	393,667
Market-Based Stock Units Granted	9,000	19,000	39,000	22,333
Market-Based Stock Units Vested	—	—	—	—
Stock Options and Restricted Stock Units Granted Plus Performance and Market-Based Units Vested	2,510,000	1,986,000	1,704,000	2,066,667
Weighted Average Basic Number of Shares of Common Stock Outstanding	138,500,000	137,400,000	135,300,000	137,066,667
Burn Rate (Stock Options and Restricted Stock Units Granted Plus Performance and Market-Based Units Vested / Common Stock Outstanding) (1)	1.81 %	1.45 %	1.26 %	1.51 %

1. Not adjusted for forfeitures, withholding and expirations, which would reduce the burn rate if taken into account.

Overhang is a calculation of the total potential dilution attributable to equity-based compensation and reflects

the shares reserved for all outstanding (unvested) grants plus shares available for future grants as a percentage

of common shares outstanding. The overhang as of March 9, 2026 is calculated as follows:

(a) Proposed share reserve under the 2026 Plan	7,265,000
(b) Shares underlying outstanding awards*	4,779,816
(c) Shares remaining available under the Current Plan**	2,155,560
(d) Total shares authorized for, or outstanding under, employee awards (a + b + c)	14,200,376
(e) Total shares outstanding	137,649,352
(f) Fully diluted overhang (d/(d+e))	9.35 %

*** Of such shares, 4,131,149 are underlying full value awards (i.e., RSUs and PSUs) and 648,667 are underlying appreciation awards (i.e.,

stock options). Appreciation awards have weighted average exercise price of $75.77 and weighted average remaining term of 1.74 years.

PSUs are shown assuming that target performance is achieved.

102 Perrigo Company

Proposal 4

*** In 2026, we have granted awards under our Current Plan covering approximately 6,810 shares, which are included in “shares underlying*

outstanding awards” above. Awards granted after March 9, 2026 and prior to the Annual General Meeting will be subtracted from the

number of shares available under the 2026 Plan. All remaining shares will roll-over into the 2026 Plan.

The number of shares remaining available for grant as described above differs from information reported in our

10-K, which reports the information as of December 31, 2025.

If this proposal is not approved by our shareholders, our ability to continue to issue equity-based incentive

compensation to our directors, employees, and consultants will be limited to the shares available under the

Current Plan, which we believe will be insufficient to remain competitive with our peers or to recruit, motivate and

retain our employees, directors, and consultants.

Material Terms of the 2026 LTIP

The summary of the 2026 LTIP provided below describes the material features of the 2026 LTIP; however, it is

not complete and, therefore, you should not rely solely on it for a detailed description of every aspect of the 2026

LTIP. A copy of the entire 2026 LTIP has been filed with this proxy statement and is attached for your review as

Appendix B.

Effective Date and Duration

The 2026 LTIP was approved by the Board on February 18, 2 026 and will be effective on the date that it is

approved by our shareholders. No awards may be granted under the 2026 LTIP on a date that is more than ten

years after the effective date of the 2026 LTIP (or for Incentive Stock Options, the date the 2026 LTIP is

approved by the Board, if earlier), but awards theretofore granted may extend beyond that date.

Eligibility

Under the 2026 LTIP, the Talent & Compensation Committee may grant share-based incentives to employees,

directors and consultants to Perrigo and its affiliates. The 2026 LTIP also permits our CEO to grant share-based

incentives to employees and consultants to Perrigo and its affiliates; however, our CEO may not grant awards to

participants who are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “ Exchange

Act ”). Approximately 1,769 employees and 10 non-employee directors would have been eligible to participate in

the 2026 LTIP as of March 9, 2026.

Shares Available under the LTIP

The maximum number of shares that may be granted under the plan, subject to adjustment as provided in the

2026 LTIP, is 7,265,000 , plus (ii) the number of shares that remain available for issuance under the Current Plan

as of the effective date of the 2026 LTIP, plus (iii) the number of shares underlying outstanding awards under the

Current Plan that are forfeited, terminated, expire unexercised or are otherwise settled without delivery of shares.

As of March 9, 2026, there were 2,155,560 shares available for issuance under the Current Plan. As of that date,

the number of shares underlying outstanding awards under the Current Plan was 4,779,816 shares. If any shares

are issued between that date and the date of our AGM, the number of shares available under the new plan will

be reduced accordingly,

If any award under the 2026 LTIP that was not delivered, expires unexercised, is terminated or forfeited, or is

settled in cash or exchanged for other awards without the issuance of shares, then the shares subject to the

award will again be available for issuance under the 2026 LTIP. In addition, any shares which are used as full or

partial payment of the purchase price of shares or the tax withholding requirement with respect to any awards

2026 Proxy Statement 103

Proposal 4

other than Options or Stock Appreciation Rights shall again be available for awards under the 2026 LTIP. Any

Shares which are used as full or partial payment to Perrigo by a Participant of the purchase price of Shares or

the tax withholding requirement with respect to Options or Stock Appreciation Rights granted under the Plan

shall not again be available for Awards under the Plan.

The value of shares that may be issued with respect to awards under the 2026 LTIP to any one consultant in a

calendar year may not exceed $1,000,000. No individual non-employee director may be granted awards in any

one calendar year with a value in excess of $1,000,000, with the value of any equity-based awards based on the

accounting grant date value of such award.

Plan Administration

The Talent & Compensation Committee will administer the 2026 LTIP. Subject to the terms of the 2026 LTIP, the

Talent & Compensation Committee determines award eligibility, timing and the type, amount and terms of the

awards. The Talent & Compensation Committee also interprets the 2026 LTIP, establishes rules and regulations

under the 2026 LTIP and makes all other determinations necessary or advisable for the 2026 LTIP’s

administration. With respect to participants who are not subject to Section 16 of the Exchange Act, our CEO also

has authority to determine award eligibility and the timing, type, amount and terms of the awards, subject to the

terms of the 2026 LTIP.

Types of Awards

Awards under the 2026 LTIP may be in the form of incentive stock options, nonstatutory stock options, stock

appreciation rights, restricted shares, performance shares, performance units and restricted share units. The

terms of each award will be set forth in a written agreement.

Stock Options

A stock option provides the option holder with the right to purchase Perrigo ordinary shares at a future date and

at a specified price per share called the exercise price. Options under the 2026 LTIP may be either “incentive

stock options,” as defined under the tax laws, or nonstatutory stock options; however, only employees may be

granted incentive stock options. The per share exercise price may not be less than the fair market value of a

Perrigo ordinary share on the date the option is granted. The Talent & Compensation Committee (or our CEO, in

the case of an option granted to a participant who is not subject to Section 16 of the Exchange Act) may specify

any period of time following the date of grant during which options are exercisable, but the period cannot be

longer than 10 years. Incentive stock options are subject to additional limitations relating to such things as

employment status, minimum exercise price, length of exercise period, maximum value of the share underlying

the options and a required holding period for shares received upon exercise of the option. No more than

7,100,000 shares, as adjusted, that can be delivered under the 2026 LTIP may be issued as incentive stock

options.

Upon exercise, the option holder may pay the exercise price in several ways. He or she may pay in cash, in

previously acquired shares or, if permitted by terms of his or her award agreement, other consideration having a

fair market value equal to the exercise price, or through a combination of the foregoing.

Except to prevent the enlargement or dilution of rights, as a result of any increase or decrease in the number

of issued shares resulting from mergers, reorganizations, consolidations, share splits, share dividends,

recapitalizations or similar events in no event shall the purchase price of an option be decreased after the

grant date or surrendered in consideration of a new option grant with a lower exercise price or be cancelled

or exchanged for cash without shareholder approval.

104 Perrigo Company

Proposal 4

Stock Appreciation Rights

A stock appreciation right or “right” allows its holder to, upon exercise, receive payment from us equal to the

amount by which the fair market value of an ordinary share of Perrigo exceeds the grant price of the right on the

exercise date. The grant price may not be less than the fair market value of an ordinary share of Perrigo on the

grant date of the right and the term may not be greater than 10 years.

Under the 2026 LTIP, the Talent & Compensation Committee may grant rights in conjunction with the grant of

stock options or on a stand-alone basis. If the Talent & Compensation Committee grants a right with an option

award, then the holder can exercise the rights at any time during the life of the related option, but the exercise

will proportionately reduce the number of his or her related stock options. The holder can exercise stand-alone

stock appreciation rights during the period determined by the Talent & Compensation Committee (or the CEO,

as applicable). Upon the exercise of a stock appreciation right, the holder receives cash, ordinary shares of

Perrigo or other property, or a combination thereof, in the Talent & Compensation Committee’s or the CEO’s

discretion, as applicable. Except to prevent the enlargement or dilution of rights, as a result of any increase or

decrease in the number of issued shares resulting from mergers, reorganizations, consolidations, share splits,

share dividends, recapitalizations or similar events (made in accordance with Section 409A), in no event shall

the grant price of a stock appreciation right be decreased after the grant date or surrendered in consideration

of a new stock appreciation right grant with a lower grant price or be cancelled in exchange for cash without

shareholder approval.

Restricted Shares and Restricted Share Units

Restricted shares refers to ordinary shares of Perrigo subject to a risk of forfeiture or other restrictions on

ownership for a certain period of time. During the restricted period, the holder of restricted shares may not sell or

otherwise transfer the shares, but he or she may vote the shares and may be entitled to any dividend or other

distributions if determined by the Talent & Compensation Committee or the CEO, as applicable, provided,

however, that any such dividend would become payable only if and to the extent such restricted shares become

vested. The restricted shares become freely transferable when the restriction period expires.

A restricted share unit award is an award valued by reference to Perrigo ordinary shares that entitles the holder

to receive one ordinary share of Perrigo or cash equal to the value of one ordinary share of Perrigo on the date of

vesting of the award. The participant will have only the rights of a general unsecured creditor of the Company

until delivery of shares, cash or other securities or property is made as specified in the applicable award

agreement. Restricted share units are subject to a risk of forfeiture or other restrictions on ownership for a certain

period of time.

The Talent & Compensation Committee (or the CEO, as applicable) sets the terms and conditions of restricted

share and restricted share unit awards, including the restrictions applicable to such awards. The Talent &

Compensation Committee (or the CEO, as applicable) also determines whether the restrictions have been

satisfied and the form of payment of restricted stock units, which may be in cash or Perrigo ordinary shares.

Performance Shares and Performance Units

A performance share is a right to receive ordinary shares of Perrigo or equivalent value in the future, contingent

on the achievement of performance goals or other objectives during a specified period. A performance unit

represents an award valued by reference to property other than ordinary shares of Perrigo, as designated by the

Talent & Compensation Committee (or the CEO, as applicable), contingent on the achievement of performance

goals or other objectives during a specified period.

2026 Proxy Statement 105

Proposal 4

The Talent & Compensation Committee (or the CEO, as applicable), sets the terms and conditions of each

award, including the performance goals that must be attained and the various percentages of performance unit

value to be paid out upon full or partial attainment of those goals. The Talent & Compensation Committee (or the

CEO, as applicable), also determines whether the goals have been satisfied and the form of payment, which

may be in cash, ordinary shares of Perrigo, other property or a combination thereof.

Dividend Equivalents

A dividend equivalent provides a participant with the right to receive an amount equal to the amount of

dividends paid on one ordinary share of Perrigo for each share represented by the dividend equivalent award.

The Talent & Compensation Committee or the CEO, as applicable, determines whether a participant will receive

dividend equivalents in connection with an award. Such dividend equivalents shall be subject to the same terms

and conditions as the award to which the dividend equivalents relate and shall be payable only if and to the

extent the underlying awards become vested. The participant will have only the rights of a general unsecured

creditor of the Company until delivery of shares, cash or other securities or property is made pursuant to such

dividend equivalents as specified in the applicable award agreement.

Minimum Vesting Requirements

The 2026 LTIP allows for the grant of awards subject to time-based vesting or performance-based vesting or

both. Awards have a minimum vesting period of one-year, except that this one-year minimum vesting

requirement does not apply if the participant’s termination from service occurs due to his or her death, disability,

or retirement, upon a change in control, or upon his or her termination without cause or separation for good

reason within a specified period following a change in control. In addition, up to 5% of the shares available for

awards under the 2026 LTIP may be granted with a minimum vesting schedule that is less than one year. The

one-year minimum vesting requirement also does not apply to any award granted in substitution for another

award that does not reduce the vesting period of the award being substituted.

Termination of Employment

The 2026 LTIP provides that, unless otherwise set forth in an award agreement or determined by the Talent &

Compensation Committee, upon a participant’s death, disability or retirement, (i) all outstanding service-vesting

awards immediately vest, (ii) performance-vesting awards will vest or be forfeited depending on the attainment

of performance goals, and (iii) stock options and stock appreciation rights may be exercised by the participant,

or by his or her estate, beneficiary or conservator in the case of death or disability, at any time prior to their

stated expiration dates. If the participant’s employment is terminated involuntarily for economic reasons, for

example, restructurings, dispositions or layoffs, as determined in the discretion of the Talent & Compensation

Committee (or the CEO, as applicable), the participant may exercise any vested options or vested stock

appreciation rights until the earlier of 30 days following the date that is 24 months after the termination date and

the expiration date of the options or stock appreciation rights. Unvested options, stock appreciation rights and

restricted shares and service-vesting restricted share units that are scheduled to vest during the 24-month

period following the termination date will continue to vest as if the participant had continued to perform services

during the 24-month period. Those not scheduled to vest during the 24-month period are forfeited on the

termination date. Unvested performance units for which the performance period is scheduled to end during the

24-month period following the participant’s termination date will vest or be forfeited depending on the attainment

of performance goals. Any shares subject to a performance unit for which the performance period is not

scheduled to end during such 24-month period shall be forfeited on the participant’s termination date.

If a participant’s termination is for cause, all outstanding awards are forfeited. Except as otherwise provided

above, in all other terminations, unvested awards are forfeited on the termination date and the participant may

106 Perrigo Company

Proposal 4

exercise his or her vested options and stock appreciation rights during the three-month period after the

termination date, but not later than the expiration date of the option or stock appreciation right. In certain

circumstances, the 2026 LTIP provides for the extended ability to exercise when a participant dies following

termination. The payment of certain awards to officers or other key employees following termination from

employment will be delayed by at least six months if earlier payment of the awards would result in the imposition

of excise taxes on him or her.

This section describes the default rules applicable to awards. The Talent & Compensation Committee (or the

CEO, as applicable) has discretion to establish different terms and conditions relating to the effect of a

participant’s termination date on awards under the 2026 LTIP.

Change in Control

Regardless of the vesting requirements that otherwise apply to an award under the 2026 LTIP, unless the Talent &

Compensation Committee (or the CEO, as applicable) determines otherwise in an individual award agreement, if

the participant’s termination date occurs by reason of a termination without cause or a separation for good reason

on or after a change in control and prior to the two-year anniversary of the change in control, all outstanding

awards will vest as of such termination date. In the case of performance units, all performance goals or other

vesting criteria will be deemed achieved at (i) the greater of target and actual performance levels, if the

performance period for such performance unit has not ended prior to the change in control, or (ii) actual

performance levels, if the performance period for such performance unit has ended prior to the change in control.

On a change in control, the Talent & Compensation Committee has the discretion to take any of the following

actions with respect to awards granted under the 2026 LTIP, without the consent of any participant: (i) require

that any outstanding awards be surrendered for cash or Perrigo shares, (ii) terminate any outstanding option or

stock appreciation right after participants have been given an opportunity to exercise such awards, or (iii)

convert the award to an award of the surviving corporation; provided that the Talent & Compensation Committee

may deem any performance condition applicable to performance units earned as if (a) for performance awards

for which the applicable performance period is complete, actual achievement of performance and (b) for

performance awards for which the applicable performance period is incomplete, the greater of target and actual

achievement of performance.

Generally, a change in control is defined in the 2026 LTIP to mean (i) a change in ownership of 50% or more of

Perrigo ordinary shares, (ii) the consummation of a merger, consolidation or similar transaction following which

our shareholders cease to own shares representing more than 50% of the voting power of the surviving entity (or

the parent of such entity) or (iii) a change in Board composition so that a majority of the Board is comprised of

individuals who are neither incumbent members nor their nominees.

Adjustments

The number of shares that may be issued under the 2026 LTIP and the number of shares subject to outstanding

awards may be adjusted in the event of a merger, reorganization, consolidation, share split, share dividend,

recapitalization or other similar event affecting the number of outstanding ordinary shares of Perrigo. In that

event, the Talent & Compensation Committee also may make appropriate adjustments to any options, stock

appreciation rights, restricted shares, restricted share units, performance shares, performance units or other

awards outstanding under the 2026 LTIP; provided that no such adjustment may be made if and to the extent

that it would cause an outstanding award to cease to be exempt from, or fail to comply with, Section 409A.

2026 Proxy Statement 107

Proposal 4

Transferability

The recipient of an award under the 2026 LTIP generally may not pledge, assign, sell, transfer or otherwise

encumber or hedge his or her stock options, stock appreciation rights, restricted shares, restricted share units,

performance shares, or performance units other than by will or by the laws of descent and distribution or

pursuant to a domestic relations order. The Talent & Compensation Committee, however, may establish rules

and procedures to allow participants in the 2026 LTIP to transfer nonstatutory stock options to immediate family

members or to certain trusts or partnerships.

Subplans

The 2026 LTIP includes two subplans that reflect the requirements of applicable foreign laws with respect to

certain types of awards.

The first subplan is for employees and directors who are residents of the Republic of Ireland for tax

purposes or who are subject to Irish taxation. These participants may be granted fully vested shares that

are subject to restrictions (the shares are “clogged”) that meet the requirements of a clog scheme under

Section 128D of the Taxes Consolidation Act 1997 (as amended).

The second subplan is for granting awards to non-employee directors and to consultants, with the intent

that the portion of the 2026 LTIP covering employees meet the requirements of an “employee share

scheme” under Irish company law.

Plan Amendment and Termination

Generally, the Board may amend or terminate the 2026 LTIP at any time without shareholder approval. Without

shareholder approval, however, the Board may not: (1) increase the number of Perrigo ordinary shares available

for issuance under the 2026 LTIP (other than as described in “Adjustments” above); (2) change the employees

or the class of employees eligible to participate in the 2026 LTIP; (3) change the minimum exercise price for any

option or stock appreciation right below the grant date fair market value of the award; or (4) materially change

the terms of the 2026 LTIP. In addition, if any action that the Board proposes to take will have a material and

adverse effect on the rights of any participant or beneficiary under an outstanding award, then the affected

participant or beneficiary must consent to the action.

Amendment of Awards

The Talent & Compensation Committee or the CEO may amend the terms of any award previously granted,

provided that no such amendment will materially and adversely impair the rights of any participant without his or

her consent. In addition, the CEO may only amend the terms of awards granted to participants who are not

subject to Section 16 of the Exchange Act; provided that no such amendment will materially and adversely

impair the rights of any participant without his or her consent.

Clawback

The 2026 LTIP includes a claw-back provision that allows Perrigo to recover any kind of equity-based

compensation, including time based, paid to participants under the 2026 LTIP (and associated gains) if

Perrigo’s financial results are later restated due to the individual’s misconduct, including, without limitation,

fraud or knowing illegal conduct. Any Perrigo shares acquired under the 2026 LTIP (including shares acquired

through the exercise of options and/or stock appreciation rights) by any current and former executive who is or

was designated a Section 16 officer, and any gains or profits on the sale of such shares, will be subject to any

clawback or recoupment policy adopted by Perrigo, as in effect from time to time.

108 Perrigo Company

Proposal 4

Deferral of Awards

At the discretion of the Talent & Compensation Committee (or the CEO, in the case of a participant who is not

subject to Section 16 of the Exchange Act), a participant may elect to defer the payment or settlement of awards

upon such terms and conditions as the Talent & Compensation Committee (or the CEO) may prescribe.

Tax Consequences

The holder of an award granted under the 2026 LTIP may be affected by certain U.S. federal income tax

consequences. Special rules may apply to individuals who may be subject to Section 16(b) of the Exchange Act.

The following discussion of U.S. federal income tax consequences is based on U.S. federal income tax laws in

effect on the date of this Proxy Statement and is not a complete description of the U.S. federal income tax

consequences that apply to participants in the 2026 LTIP. This summary is not intended to be exhaustive and

does not constitute legal or tax advice. This summary does not address municipal, state or foreign income tax

consequences of awards, or employment taxes.

Incentive Stock Options. There are no federal income tax consequences associated with the grant or exercise

of an incentive stock option, so long as the holder of the option was our employee at all times during the period

beginning on the grant date and ending on the date three months before the exercise date. The “spread”

between the exercise price and the fair market value of Perrigo ordinary shares on the exercise date, however, is

an adjustment for purposes of the alternative minimum tax. A holder of incentive stock options defers income tax

on the share’s appreciation until he or she sells the shares.

Upon the sale of the shares, the holder realizes a long-term capital gain (or loss) if he or she sells the shares at

least two years after the option grant date and has held the shares for at least one year. The capital gain (or loss)

equals the difference between the sales price and the exercise price of the shares. If the holder disposes of the

shares before the expiration of these periods, then he or she recognizes ordinary income at the time of sale (or

other disqualifying disposition) equal to the lesser of (1) the gain he or she realized on the sale and (2) the

difference between the exercise price and the fair market value of the shares on the exercise date. This ordinary

income is treated as compensation for tax purposes. The holder will treat any additional gain as short-term or

long-term capital gain, depending on whether he or she has held the shares for at least one year from the

exercise date. If the holder does not satisfy the employment requirement described above, then he or she

recognizes ordinary income (treated as compensation) at the time he or she exercises the option under the tax

rules applicable to the exercise of a nonstatutory stock option. We are entitled to an income tax deduction to the

extent that an option holder realizes ordinary income.

Nonstatutory Stock Options. There are no federal income tax consequences to us or to the recipient of a

nonstatutory stock option upon grant. Upon exercise, the option holder recognizes ordinary income equal to the

spread between the exercise price and the fair market value of Perrigo ordinary shares on the exercise date.

This ordinary income is treated as compensation for tax purposes. The basis in shares acquired by an option

holder on exercise equals the fair market value of the shares at that time. The capital gain holding period begins

on the exercise date. Perrigo receives an income tax deduction upon the exercise of a nonstatutory stock option

in an amount equal to the spread.

Stock Appreciation Rights. There are no tax consequences associated with the grant of stock appreciation

rights. Upon exercise, the holder of stock appreciation rights recognizes ordinary income in the amount of the

appreciation paid to him or her. This ordinary income is treated as compensation for tax purposes. Perrigo

receives a corresponding deduction in the same amount that the holder recognizes as income.

Restricted Shares. Unless the holder makes an election to accelerate the recognition of income to the grant

date (as described below), the holder of restricted shares does not recognize any taxable income on the shares

2026 Proxy Statement 109

Proposal 4

while they are restricted. When the restrictions lapse, the holder’s taxable income (treated as compensation)

equals the fair market value of the shares (less the amount paid for the shares, if any). If within 30 days of

receiving a restricted share award the holder files with the Internal Revenue Service an election under Section

83(b) of the Code, the holder will recognize ordinary income equal to the fair market value of the shares on the

grant date (less the amount paid for the shares, if any) and any future appreciation will be taxed at capital gain

rates. Generally, at the time the holder recognizes taxable income with respect to restricted shares, Perrigo will

receive a deduction in the same amount.

Performance Shares, Performance Units and Restricted Share Units. There are no tax consequences

associated with the grant of performance shares, performance units or restricted share units. The holder

recognizes ordinary income (treated as compensation) upon a payment on the performance shares,

performance units or restricted share unit awards in amount equal to the payment received, and Perrigo

receives a corresponding tax deduction.

Section 280G. Under certain circumstances, the accelerated vesting of an award in connection with a change in

control of Perrigo might be deemed an “excess parachute payment” for purposes of the golden parachute tax

provisions of Section 280G of the Code. To the extent they are considered excess parachute payments, a

participant in the 2026 LTIP may be subject to a 20% excise tax and Perrigo may be unable to receive a tax

deduction.

Section 409A. Section 409A of the Code imposes complex rules on nonqualified deferred compensation

arrangements, including requirements with respect to elections to defer compensation and the timing of

payment of deferred amounts. Depending on how they are structured, certain equity-based awards may be

subject to Section 409A of the Code, while others are exempt. If an award is subject to Section 409A of the Code

and a violation occurs, the affected participant may be subject to a 20% penalty tax and, in some cases, interest

penalties. The 2026 LTIP and awards granted under the 2026 LTIP are intended to be exempt from or conform to

the requirements of Section 409A of the Code.

Section 162(m). Generally, whenever an award holder recognizes ordinary income under the 2026 LTIP, a

corresponding deduction is available to Perrigo. However, Section 162(m) of the Code places a $1 million limit

on the amount of compensation that Perrigo can deduct in any one taxable year for certain covered employees.

New Plan Benefits

The Talent & Compensation Committee has not granted any awards under the 2026 LTIP subject to shareholder

approval of the 2026 LTIP. Participation and the types of awards under the 2026 LTIP are subject to the

discretion of the Talent & Compensation Committee, and as a result, the benefits or amounts that will be

received by any participant or groups of participants under the 2026 LTIP, including from any additional shares

authorized under the 2026 LTIP, are not currently determinable. As of December 31, 2025, the closing price of a

Perrigo ordinary share was $13.92.

The following table shows the grant date fair value and number of shares subject to awards that were received

by our NEOs, other executive officers, non-employee directors, and employees who are not executive officers of

Perrigo Company plc in 2025. The awards granted for the 2025 fiscal year would not have changed if the 2026

LTIP had been in place instead of the Current Plan and are set forth in the following table.

110 Perrigo Company

Proposal 4

Name and Position	Grant Date Fair Value ($) (1)	Number of Shares (#)
Patrick Lockwood-Taylor, CEO, President	7,272,672	275,748
Eduardo Bezerra, EVP, CFO	2,685,676	101,704
Roberto Khoury, EVP, Chief Commercial Officer	2,040,012	77,706
Abbie Lennox, EVP, Chief Scientific Officer	1,234,996	47,779
Charles Atkinson, EVP, General Counsel and Secretary	1,749,999	66,896
Ronald Janish, Former EVP, Global Operations & Supply Chain & CTO	1,043,724	39,247
Triona Schmelter, Former EVP, President CSCA	2,087,625	79,172
Executive Officers as a group (10 individuals)	21,272,027	806,553
Non-employee Directors as a group (10 individuals)	2,239,975	88,238
Non-Executive Officer employees as a group (i.e. all employees other than the Executive Officers and Directors listed in this table)	49,967,630	1,907,383

1. The amounts in the column under “Grant Date Fair Value” represent the grant date fair value of awards as computed in accordance with

ASC 718.

Accordingly, we are asking shareholders to approve the following resolution as an Ordinary Resolution of the

Company at the AGM:

RESOLVED that, the shareholders of Perrigo Company plc (the “Company”) approve the Perrigo Company plc 2026 Long-Term Incentive Plan.

●
The Board of Directors unanimously recommends that shareholders vote FOR the approval of the Perrigo Company plc 2026 Long-Term Incentive Plan.

2026 Proxy Statement 111

Proposal 5

Renew the Board’s Authority to Issue Shares under Irish Law

Under Irish law, directors of an Irish public limited company must have authority from its shareholders to issue any

shares, including shares which are part of the company’s authorized but unissued share capital. On May 1, 2025,

shareholders granted the Board authority to issue shares, with such authority to expire on November 1, 2026. The

proposed resolution seeks to renew the Board’s authority to issue shares.

It has been customary practice in Ireland to seek shareholder authority to issue shares with an aggregate nominal

value of up to 20% of the aggregate nominal value of the company’s issued share capital and for such authority to

be renewed each year.

Consistent with that practice, we are seeking approval to issue up to a maximum of 20% of our issued ordinary

share capital for a period expiring 18 months from the passing of this resolution, unless otherwise varied, revoked or

renewed. We expect to propose renewal of this authorization on a regular basis at our annual general meetings in

subsequent years.

Granting the Board this authorit y is a routine matter for public companies incorporated in Ireland and is consistent

with Irish market practice. This authority is fundamental to our business and enables us to issue shares, including, if

applicable, in connection with funding acquisitions and raising capital. We are not asking you to approve an

increase in our authorized share capital or to approve a specific issuance of shares. Instead, approval of this

proposal will only grant the Board the authority to issue shares that are already authorized under our Articles of

Association upon the terms below. In addition, because we are a NYSE-listed company, our shareholders continue

to benefit from the protections afforded to them under the rules and regulations of the NYSE and the U.S. Securities

and Exchange Commission, including those rules that limit our ability to issue shares in specified circumstances.

This authorization is required as a matter of Irish law and is not otherwise required for other companies listed on the

NYSE with whom we compete. Approval of this resolution would merely place us on par with other NYSE-listed

companies.

Accordingly, we are asking shareholders to approve the following resolution as an Ordinary Resolution of the

Company at the AGM:

RESOLVED that the directors are generally and unconditionally authorized to exercise all powers to allot and issue relevant securities (within the meaning of section 1021 of the Companies Act 2014) up to an aggregate nominal value of €27,529 (27,529,870 shares) (being equivalent to approximately 20% of the aggregate nominal value of the issued share capital of the Company as of March 2, 2026) the last practicable date before this Proxy Statement) and that the authority conferred by this resolution shall expire 18 months from the passing of this resolution, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred had not expired.

●
The Board of Directors unanimously recommends that shareholders vote FOR the renewal of the Board’s authority to issue shares under Irish law.

112 Perrigo Company

Proposal 6

Renew the Board’s Authority to Opt-out

of Statutory Preemption Rights under Irish Law

Under Irish law, unless otherwise authorized, when an Irish public limited company issues shares for cash

to new shareholders, it is required first to offer those shares on the same or more favorable terms to existing

shareholders of the company on a pro-rata basis (commonly referred to as the pre-emption right ). On May 1,

2025, shareholders granted the Board this authorization, with such authority to expire on November 1, 2026.

The proposed resolution seeks to renew the Board’s authority to opt-out of statutory pre-emption rights on the

terms set out below.

It has been customary practice in Ireland to seek shareholder authority to opt-out of the pre-emption rights

provision in the event of (1) the issuance of shares for cash in connection with any rights issue and (2) any other

issuance of shares for cash, if the issuance is limited to up to 20% of our issued share capital for a period

expiring 18 months from the passing of this resolution, unless otherwise varied, renewed, varied or revoked.

We expect to propose renewal of this authorization on a regular basis at our annual general meetings in

subsequent years.

Granting the Board this authority is a routine matter for public companies incorporated in Ireland and is

consistent with Irish customary practice. Similar to the authorization requested in Proposal 5, this authority is

fundamental to our business and, if applicable, will facilitate our ability to fund acquisitions and otherwise raise

capital. We are not asking you to approve an increase in our authorized share capital. Instead, approval of this

proposal will only grant the Board the authority to issue shares in the manner already permitted under our

Articles of Association upon the terms below. Without this authorization, in each case where we issue shares for

cash, we would first have to offer those shares on the same or more favorable terms to all of our existing

shareholders. This requirement could cause delays in the completion of acquisitions and capital raising for our

business. This authorization is required as a matter of Irish law and is not otherwise required for other companies

listed on the NYSE with whom we compete. Approval of this resolution would merely place us on par with other

NYSE-listed companies. Renewal of the Board's authorization to opt out of the pre-emption rights as described

above is fully consistent with NYSE rules and listing standards and with U.S. capital markets practice and

governance standards.

Accordingly, we are asking shareholders to approve the following resolution as a Special Resolution of the

Company at the AGM:

2026 Proxy Statement 113

Proposal 6

RESOLVED that, subject to and conditional on the passing of the resolution in respect of Proposal No. 5 as set out above, the directors are empowered pursuant to section 1023 of the Companies Act 2014 to allot and issue equity securities (within the meaning of section 1023 of the Companies Act 2014) for cash, pursuant to the authority conferred by Proposal No. 5 as if section 1022 of that Act did not apply to any such allotment, provided that this power shall be limited to: a. the allotment of equity securities in connection with a rights issue in favor of the holders of ordinary shares (including rights to subscribe for, or convert into, ordinary shares) where the equity securities respectively attributable to the interests of such holders are proportional (as nearly as may be) to the respective numbers of ordinary shares held by them (but subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with fractional entitlements that would otherwise arise, or with legal or practical problems under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory, or otherwise); and b. the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal value of €27,529 (27,529,870 shares) (being equivalent to approximately 20% of the aggregate nominal value of the issued ordinary share capital of the Company as of March 2, 2026) (the latest practicable date before this Proxy Statement). and, in each case, the authority conferred by this resolution shall expire 18 months from the passing of this resolution, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the directors may allot equity securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.

●
The Board of Directors unanimously recommends that shareholders vote FOR the renewal of the Board’s authority to opt-out of statutory pre-emption rights under Irish law.

114 Perrigo Company

Presentation of Irish Statutory

Financial Statements

The Company’s Irish Statutory Financial Statements for the fiscal year ended December 31, 2025, including the

reports of the directors and auditor thereon, will be considered at the AGM. Since we are an Irish company, we

are required to prepare Irish statutory financial statements under applicable Irish company law and to deliver

those accounts to shareholders of record in connection with our AGM. There is no requirement under Irish law

that such statements be approved by shareholders, and no such approval will be sought at the AGM. We will

mail without charge, upon written request, a copy of the Irish Statutory Financial Statements to beneficial owners

of our shares and shareholders of record. Requests should be sent to: Perrigo Company plc, Attention: Charles

Atkinson, Company Secretary, Sharp Building, Hogan Place, Dublin 2, D02 TY74, Ireland, or at

GeneralMeeting@perrigo.com. The Company’s Irish Statutory Financial Statements will be available on our Proxy

Statement website at www.materials.proxyvote.com/G97822 on or before April 8, 2026.

2026 Proxy Statement 115

Annual Report on Form 10-K

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, including financial

statement schedules, is on file with the Securities and Exchange Commission and delivered with this proxy

statement. If you would like a copy of the exhibits to the Form 10-K, please contact Charles Atkinson, Company

Secretary, Perrigo Company plc, Sharp Building, Hogan Place, Dublin 2, D02 TY74, Ireland, or at

GeneralMeeting@perrigo.com.

116 Perrigo Company

Questions and Answers and

Voting Information

Who may vote and how many votes do I have?

Shareholders owning Perrigo’s ordinary shares at the close of business on March 2, 2026, the record date, or

their proxy holders, may vote their shares at the AGM. On that date, there were 137,649,352 Perrigo ordinary

shares outstanding. Each ordinary share held as of the record date is entitled to one vote on each matter

properly brought before the AGM.

What is the difference between holding shares as a shareholder of record and as a

beneficial owner?

Shareholder of Record: If your ordinary shares are registered directly in your name with Perrigo’s Transfer

Agent, Computershare, you are considered, with respect to those shares, the “shareholder of record.”

Beneficial Owner: If your shares are held in a brokerage account or by another nominee, you are considered to

be the beneficial owner of shares held in “street name.” If you are a beneficial shareholder, these proxy

materials, together with a voting instruction card, are being forwarded to you by your broker, bank or other

nominee. As the beneficial owner of the shares, you have the right to direct your broker, bank or other nominee

how to vote.

How do I vote?

While you should follow the specific voting instructions given by your bank, broker or other nominee; here is a

summary of the common voting methods:

If you own ordinary shares as a shareholder of record, you may vote your shares in any of the following ways:

• mailing your completed and signed proxy card in the enclosed return envelope by following the instructions

set forth in the enclosed proxy card;

• voting over the Internet as instructed on the enclosed proxy card or by telephone by following the recorded

instructions; or

• attending the AGM and voting in person.

If you vote by Internet or by telephone, your electronic vote authorizes the named proxies in the same manner as

if you signed, dated and returned a proxy card by mail.

If you hold your shares in street name, you will need to obtain a legal proxy from your bank, broker or nominee in

order for you to vote in person at the AGM and submit the legal proxy along with your ballot at the AGM. In

addition, you may request paper copies of the Proxy Statement from your broker, bank or nominee by following

the instructions on the Internet Notice of Availability provided by your broker, bank or nominee.

2026 Proxy Statement 117

Questions and Answers and Voting Information

Other than as set out in this Proxy Statement, the Board knows of no other matter to be presented at the AGM.

If any other business properly comes before the AGM, such business will be decided on a poll conducted at

the AGM.

If I voted by proxy, can I still attend and vote at the AGM?

Yes. Even if you have voted by proxy, you may still attend and vote at the AGM. Please note, however, that if you

are a beneficial owner whose shares are held in street name, you are not the shareholder of record. In that

event, if you wish to attend and vote at the AGM, you must obtain a proxy issued in your name from that holder

of record giving you the right to vote your shares at the AGM.

May I change my vote after I have mailed my signed proxy card or voted by telephone or

over the Internet?

Yes. If you own ordinary shares as a shareholder of record, you may change your vote at any time before your

proxy is voted at the AGM in one of four ways:

• timely deliver a valid later-dated proxy by mail by following the instructions set forth in the enclosed proxy

card;

• timely deliver written notice that you have revoked your proxy to the Company Secretary at the following

address:

Perrigo Company plc,

Sharp Building,

Hogan Place,

Dublin 2, D02 TY74, Ireland

Attn: Company Secretary

• timely submit revised voting instructions by telephone or over the Internet by following the instructions set

forth on the proxy card; or

• attend the AGM and vote in person. Simply attending the AGM, however, will not revoke your proxy or

change your voting instructions; you must vote by ballot at the AGM to change your vote.

If you are a beneficial owner of shares held in street name and you have instructed your bank, broker or other

nominee to vote your shares, you may revoke your proxy at any time, before it is exercised, by:

• following the requirements of your bank, broker or nominee through which your shares are registered; or

• voting in person at the AGM by obtaining a legal proxy from your bank, broker or nominee and submitting

the legal proxy with your ballot.

How does discretionary voting authority apply?

If you sign, date and return your proxy card or vote by telephone or Internet, your vote will be cast as you direct.

If you do not indicate how you want to vote, you give authority to Charles Atkinson and Eduardo Bezerra to vote

on the items discussed in these proxy materials and on any other matter that is properly raised at the AGM. In

that event, your proxy will be voted consistent with the Board’s voting recommendations and FOR or AGAINST

any other properly raised matters at the discretion of Charles Atkinson and Eduardo Bezerra.

118 Perrigo Company

Questions and Answers and Voting Information

What constitutes a quorum?

According to our Memorandum and Articles of Association, one or more persons present at the meeting in

person and holding or representing by proxy more than 50% of the total issued shares constitutes a quorum.

You will be considered part of the quorum if you return a signed and dated proxy card, vote by telephone or

Internet, or attend the AGM in person. Abstentions and broker non-votes are counted as “shares present” at the

AGM for purposes of determining whether a quorum is present at the meeting.

What are broker non-votes?

A broker non-vote occurs when the broker, bank or other holder of record that holds your shares in street name

is not entitled to vote on a matter without instruction from you and you do not give any instruction. Unless

instructed otherwise by you, brokers, banks and other street name holders will not have discretionary authority to

vote on any matter at the AGM other than Proposals 2, 5 and 6 and will be considered “broker non-votes” having

no effect on the relevant resolution.

What is the required vote?

To pass an ordinary resolution, a simple majority of the votes cast in person or by proxy must be in favor of the

resolution, while 75% of the votes cast is required for a special resolution to pass.

Proposals 1-5 are ordinary resolutions requiring a simple majority of votes cast. Proposal 6 is a special resolution

requiring 75% of votes cast to pass. Abstentions and broker non-votes will have no impact on the outcome of

any proposal.

How do I submit a shareholder proposal or director nomination for the next AGM?

If you want to submit a proposal for inclusion in our proxy statement for the 2027 AGM or nominate an individual

for election as a director at the 2027 AGM, you shou ld carefully review the relevant provisions of the Company’s

Memorandum and Articles of Association. To submit a proposal for inclusion in our proxy statement, you must

submit your proposal no later than November 20, 2026. Your nomination or proposal must be in writing and must

comply with the proxy rules of the Securities and Exchange Commission (“ SEC ”) and the Memorandum and

Articles of Association of the Company. If you want to submit a nomination or proposal to be raised at the 2027

AGM but not included in the proxy statement, we must receive your written proposal on or after January 30,

2027, but on or before February 19, 2027 . If you submit your proposal after the deadline, then SEC rules permit

the individuals named in the proxies solicited by Perrigo’s B oard of Directors for that meeting to vote on that

proposal at their discretion, but they are not required to do so.

To properly bring a proposal (other than the nomination of a director) before an annual general meeting, the

advance notice provisions of our Articles of Association require that your notice of the proposal must include in

(2) the number of Perrigo ordinary shares owned beneficially and of record by you and any beneficial owner as

of the date of the notice (which information must be supplemented as of the record date); (3) a description of

certain agreements, arrangements or understandings that you or any beneficial owner have entered into with

respect to the shares (which information must be supplemented as of the record date) or the business proposed

to be brought before the meeting; (4) a representation that you or any beneficial owner are the holder of shares

entitled to vote at the meeting and intend to appear at the meeting to propose such business; (5) a

representation whether you or any beneficial owner are a part of a group that intends to deliver a proxy

statement or otherwise solicit proxies on the proposal; (6) any other information regarding you or any beneficial

owner that would be required under the SEC’s proxy rules and regulations; and (7) a brief description of the

business you propose to be brought before the meeting, the reasons for conducting that business at the

2026 Proxy Statement 119

Questions and Answers and Voting Information

meeting, and any material interest that you or any beneficial owner has in that business. You should send any

proposal to our Company Secretary at Perrigo Company plc, Sharp Building, Hogan Place, Dublin 2, D02 TY74,

Ireland.

With respect to director nominations, the advance notice provisions of our Articles of Association require that

your notice of nomination must include: (1) your name and address and the name and address of the beneficial

owner of the shares, if any; (2) the number of Perrigo ordinary shares owned beneficially and of record by you

and any beneficial owner as of the date of the notice (which information must be supplemented as of the record

date); (3) a description of certain agreements, arrangements or understandings that you or any beneficial owner

have entered into with respect to the shares (which information must be supplemented as of the record date); (4)

a representation that you or any beneficial owner are the holder of shares entitled to vote at the meeting and

intend to appear at the meeting to propose such business; (5) a representation whether you or any beneficial

owner are a part of a group that intends to deliver a proxy statement or otherwise solicit proxies on the proposal;

(6) the name, age and home and business addresses of the nominee; (7) the principal occupation or

employment of the nominee; (8) the number of Perrigo ordinary shares that the nominee beneficially owns; (9) a

statement that the nominee is willing to be nominated and serve as a director; (10) an undertaking to provide any

other information required to determine the eligibility of the nominee to serve as an independent director or that

could be material to shareholders’ understanding of his or her independence; and (11) any other information

regarding you, any beneficial owner or the nominee that would be required under the SEC’s proxy rules and

regulations had our Board of Directors nominated the individual. You should send your proposed nomination to

our Company Secretary at Sharp Building, Hogan Place, Dublin 2, D02 TY74, Ireland.

In addition to satisfying the foregoing requirements under our Articles of Association, to comply with the

universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the

Company’s nominees must provide notice that sets forth the information and representations required by Rule

14a-19 under the Exchange Act.

How do I use proxy access to nominate a director candidate for the next AGM?

Any shareholder or group of up to 20 shareholders meeting our continuous ownership requirement of 3% or

more of our ordinary shares for at least 3 years who wishes to nominate a candidate or candidates for election in

connection with our 2027 AGM and require us to include such nominees in our proxy statement and form of

proxy must submit their nomination and request so it is received by us on or afte r October 21, 2026, but on or

before November 20, 2026. The number of candidates that may be so nominated is limi ted to the greater of two

or the largest whole number that does not exceed 20% of the Board. Loaned shares recallable on five U.S.

business days’ notice count as owned for purposes of meeting the continuous ownership requirement, but each

shareholder in the requesting group must have full voting and investment rights as well as economic interest in

their shares at the time of nomination, record date and meeting date. Two or more investment funds that are

under common management and investment control will count as one shareholder for purposes of determining

the size of the group. All proxy access nominations must meet the requirements of the Company’s Memorandum

and Articles of Association. You should send your nomination and request to our Company Secretary at Perrigo

Company plc, Sharp Building, Hogan Place, Dublin 2, D02 TY74, Ireland.

What are the Irish Statutory Financial Statements?

The Irish Statutory Financial Statements are the financial statements required to be prepared in accordance with

the Irish Companies Act 2014 and cover the results of operations and financial position of the Company for the

fiscal year ended December 31, 2025. Our Irish Statutory Financial Statements, including the reports of the

auditor and the directors thereon, will be considered at the AGM and will be available on our Proxy Statement

website at www.materials.proxyvote.com/G97822 on or before April 8, 2026. Since we are an Irish company, we

are required to prepare Irish statutory financial statements under applicable Irish company law and deliver those

120 Perrigo Company

Questions and Answers and Voting Information

accounts to shareholders of record in connection with our AGM. However, as shareholder approval of those

financial statements is not required, it will not be sought at the AGM. We will mail without charge, upon written

request, a copy of our Irish Statutory Financial Statements to beneficial owners and shareholders of record of our

shares. Requests should be sent to: Perrigo Company plc, Attention: Company Secretary, Sharp Building,

Hogan Place, Dublin 2, D02 TY74, Ireland or by email at GeneralMeeting@perrigo.com.

What does it mean if I receive more than one proxy card?

Your shares are likely registered differently or are in more than one account. You should complete and return

each proxy card you receive to guarantee that all of your shares are voted.

Who pays to prepare, mail and solicit the proxies?

Perrigo pays all of the costs of preparing and mailing the proxy statement and soliciting the proxies. We do not

compensate our directors, officers and employees for mailing proxy materials or soliciting proxies in person, by

telephone or otherwise.

Can I access these proxy materials on the Internet?

Yes. Our Proxy Statement, Annual Report on Form 10-K, Irish Statutory Financial Statements and a link to the

means to vote by Internet are available at www.materials.proxyvote.com/G97822. The Irish Statutory Financial

Statements for the fiscal year ended December 31, 2025 will be available on our Proxy Statement website at

www.materials.proxyvote.com/G97822 on or before April 8, 2026.

Appendices

122

2026 Proxy Statement A-1

Appendix A

The Company provides non-GAAP financial measures as additional information that it believes is useful to investors and

analysts in evaluating the performance of the Company’s ongoing operating trends, facilitating comparability between

periods and companies in similar industries and assessing the Company’s prospects for future performance. These non-

GAAP financial measures exclude items, such as impairment charges, restructuring charges, and acquisition and

integration-related charges, that by their nature affect comparability of operational performance or that we believe obscure

underlying business operational trends. The non-GAAP measures the Company provides are consistent with how

management analyzes and assesses the operating performance of the Company and disclosing them provides investor

insight into management’s view of the business. Management uses these adjusted financial measures for planning and

forecasting in future periods and evaluating segment and overall operating performance. In addition, management uses

certain of the profit measures as factors in determining compensation. Pursuant to pre-approved guidelines, items such as

currency and the impact of acquisitions or divestitures not in the plan are excluded from our calculation of these metrics. For

2025, the TCC approved additional exclusions related to portions of the Adjusted Operating Income and Adjusted Net Sales

contingencies benefiting AIP OI and AIP NS results as well as the removal of the benefit of paying bonuses below target from

Adjusted Operating Income. The TCC feels that the lower incentive plan result after the removal of these items is more

reflective of overall company performance.

Table I

PERRIGO COMPANY PLC RECONCILIATION OF NON-GAAP MEASURES SELECTED

CONSOLIDATED INFORMATION

(in millions, except per share amounts) (unaudited)

Consolidated Continuing Operations	Twelve Months Ended December 31, 2025 — Net Sales	Gross Profit	Operating Income (Loss)	Income (Loss) from Continuing Operations (1)	Diluted Earnings (Loss) per Share (1)
Reported	$4,253.1	$1,494.5	$(1,122.2)	$(1,402.3)	$(10.12)
As a % of reported net sales		35.1%	(26.4)%	(33.0)%
Pre-tax adjustments:
Amortization expense related primarily to acquired intangible assets		141.1	223.5	225.0	1.62
Impairment charges (2)		—	1,363.1	1,363.1	9.84
Restructuring charges and other termination benefits		—	71.9	71.9	0.52
(Gain) loss on divestitures and brand sales		—	—	2.7	0.02
Unusual litigation		—	59.0	59.0	0.43
Infant formula remediation		0.9	0.9	0.9	0.01
Other (3)		11.5	26.1	34.9	0.25
Non-GAAP tax adjustments (4)		—	—	26.2	0.19
Adjusted		$1,648.0	$622.3	$381.6	$2.75
As a % of reported net sales		38.7%	14.6%	9.0%
PSU adjustments: Currency (5)			(13.6)

A-2 Perrigo Company

Appendix A

Consolidated Continuing Operations	Twelve Months Ended December 31, 2025 — Net Sales	Operating Income (Loss)	Income (Loss) from Continuing Operations (1)
PSU Operating Income		$608.7
AIP adjustments: Currency, Contingency and AIP reduction (5)	(82.2)	(46.5)
AIP Net Sales and Operating Income	$4,170.9	$575.8
Diluted weighted average shares outstanding (in millions)
Reported			138.5
Effect of dilution as reported amount was a loss, while adjusted amount was income (6)			0.4
Adjusted			138.9
Note: Amounts may not add or recalculate due to rounding. Percentages are based on actuals.
1. Individual pre-tax line item adjustments have not been tax effected, as tax expense on these items are aggregated in the “Non-GAAP tax adjustments” line item.
2. During the twelve months ended December 31, 2025, impairment charges were due primarily to (1) we determined the carrying value of our CSCA and CSCI reporting units exceeded their estimated fair value, resulting in a total goodwill impairment of $1.3 billion and (2) we concluded the existence of an other-than-temporary impairment of our equity method investment in Kazmira LLC and recorded an impairment charge of $33.6 million within our CSCA segment.
3. Other pre-tax adjustments for the twelve months ended December 31, 2025 are due primarily to $12.2 million of professional consulting fees for potential divestiture activity, $9.2 million of foreign currency hedging related to divestiture activity, $11.9 million of accelerated depreciation and a $1.6 million asset abandonment related to our Nutrition Network Optimization Project
4. Non-GAAP tax adjustments for the twelve months ended December 31, 2025 are primarily due to (1) removal of $57.2 million of tax expense related to uncertain tax positions from changes in tax structure, (2) removal of $34.3 million of tax benefit on pre-tax non-GAAP adjustments (3) removal of $26.7 million of tax expense related to recording the U.S. valuation allowance, and (4) removal of $24.2 million of tax benefit related to changes in tax laws enacted in 2025.
5. Adjustments to remove the impact of currency fluctuations, contingency benefits, and reduction in Adjusted Operating Income related to the benefit of paying bonuses below target that were not included in Perrigo’s original compensation plans.
6. In the period of a net loss, reported diluted shares outstanding equal basic shares outstanding.

2026 Proxy Statement A-3

Appendix A

Table I (Continued)

PERRIGO COMPANY PLC RECONCILIATION OF NON-GAAP MEASURES SELECTED

CONSOLIDATED INFORMATION

(in millions, except per share amounts) (unaudited)

Consolidated Continuing Operations	Twelve Months Ended December 31, 2024 — Net Sales	Gross Profit	Operating Income	Income (Loss) from Continuing Operations (1)	Diluted Earnings (Loss) per Share (1)
Reported	$ 4,373.4	$ 1,542.7	$ 112.9	$ (160.7)	$ (1.17)
As a % of reported net sales		35.3 %	2.6 %	(3.7) %
Pre-tax adjustments:
Amortization expense related primarily to acquired intangible assets		135.0	229.5	231.7	1.69
Infant formula remediation		17.5	21.7	21.7	0.16
Restructuring charges and other termination benefits		2.7	113.4	113.4	0.82
Loss on early debt extinguishment		—	—	6.7	0.05
Unusual litigation		—	54.2	54.2	0.39
Impairment charges (3)		—	88.9	88.9	0.65
Gain on divestitures and investment securities		—	(28.1)	(34.5)	(0.26)
Other (4)		—	16.0	31.9	0.23
Non-GAAP tax adjustments (2)		—	—	0.9	0.01
Adjusted		$ 1,697.9	$ 608.5	$ 354.0	$ 2.57
As a % of reported net sales		38.8 %	13.9 %	8.1 %
Diluted weighted average shares outstanding (in millions)
Reported				137.4
Effect of dilution as reported amount was a loss, while adjusted amount was income (5)				0.6
Adjusted				138.0

Note: Amounts may not add or recalculate due to rounding. Percentages are based on actuals.

1. Individual pre-tax line item adjustments have not been tax effected, as tax expense on these items are aggregated in the “Non-GAAP tax

adjustments” line item.

2. Non-GAAP tax adjustments for the twelve months ended December 31, 2024 are primarily due to $62.6 million of tax expense on pre-tax

non-GAAP adjustments, plus the removal of (1) $65.9 million of tax impact related to an inter-company sale of intellectual property, (2)

$3.5 million of tax benefit related to a partial valuation allowance release in Belgium and (3) $1.0 million of tax expense related to audit

adjustments.

3. During the twelve months ended December 31, 2024, we determined the carrying value of the Rare Diseases reporting unit net assets

exceeded their fair value less costs to sell, resulting in a total impairment charge of $34.1 million, inclusive of a goodwill impairment

charge of $22.1 million, we also determined the carrying value of the Hospital & Specialty Business net assets exceeded their fair value

less costs to sell, resulting in a total impairment charge of 16.2 million, inclusive of a goodwill impairment charge of $5.4 million and we

determined the carrying value of our Prevacid ® branded product was impaired by $38.6 million and recorded the charge within our CSCA

segment.

A-4 Perrigo Company

Appendix A

4. Other pre-tax adjustments for the twelve months ended December 31, 2024, included expenses of $14.4 million related to de-designation

of interest rate swap agreements, amounts related to professional consulting fees for divestiture activity and amounts related to a foreign

jurisdiction transfer tax payment.

5. In the period of a net loss, reported diluted shares outstanding equal basic shares outstanding.

Table I (Continued)

PERRIGO COMPANY PLC RECONCILIATION OF NON-GAAP MEASURES SELECTED

CONSOLIDATED INFORMATION

(in millions, except per share amounts) (unaudited)

Consolidated Continuing Operations	Twelve Months Ended December 31, 2023 — Net Sales	Gross Profit	Operating Income	Income (Loss) from Continuing Operations (1)	Diluted Earnings (Loss) per Share (1)
Reported	$4,655.6	$1,680.4	$151.9	$(4.4)	$(0.03)
As a % of reported net sales		36.1%	3.3%	(0.1)%
Pre-tax adjustments:
Amortization expense related primarily to acquired intangible assets		127.9	269.9	272.0	2.00
Impairment charges (2)		—	90.0	90.0	0.66
Restructuring charges and other termination benefits		0.4	40.2	40.2	0.29
Unusual litigation		—	11.9	11.9	0.09
Acquisition and integration-related charges and contingent consideration adjustments		—	8.8	8.8	0.06
Infant formula remediation		—	1.2	1.2	0.01
Gain on early debt extinguishment		—	—	(3.1)	(0.02)
Gain on divestitures and investment securities		—	(4.6)	(4.4)	(0.03)
Milestone payments received related to royalty rights		—	—	(10.0)	(0.07)
Other adjustments		—	5.1	5.1	0.04
Non-GAAP tax adjustments (3)		—	—	(55.3)	(0.41)
Adjusted		$1,808.5	$574.3	$352.0	$2.58
As a % of reported net sales		38.8%	12.3%	7.6%
Diluted weighted average shares outstanding (in millions)
Reported				135.3
Effect of dilution as reported amount was a loss, while adjusted amount was income (4)				1.4
Adjusted				136.7

Note: Amounts may not add or recalculate due to rounding. Percentages are based on actuals.

1. Individual pre-tax line item adjustments have not been tax effected, as tax expense on these items are aggregated in the “Non-GAAP tax

adjustments” line item.

2. During the twelve months ended December, 31, 2023, we determined goodwill related to our Rare Diseases reporting unit was impaired

by $90.0 million and recorded the charge within our CSCI segment.

2026 Proxy Statement A-5

Appendix A

3. Non-GAAP tax adjustments for the twelve months ended December 31, 2023 are primarily due to $61.6 million of tax expense related to

pre-tax non-GAAP adjustments, plus the removal of (1) $11.4 million of tax expense related to audit settlements (2) $2.1 million of tax

expense related to valuation allowance and (3) $7.2 million of tax benefit related to tax law changes.

4. In the period of a net loss, diluted shares outstanding equal basic shares outstanding.

Table II

PERRIGO COMPANY PLC RECONCILIATION OF NON-GAAP MEASURES SELECTED

CONSOLIDATED INFORMATION

(in millions, except per share amounts) (unaudited)

Consolidated Continuing Operations	December 31, 2025
Reported income (loss) from continuing operations	$(1,402.3)
Income tax benefit	104.4
Interest expense, net	162.5
Depreciation and amortization	337.5
EBITDA	(797.9)
Non-cash stock-based compensation expense	54.6
Restructuring charges and other termination benefits	71.9
Loss on early debt extinguishment	—
Unusual litigation	59.0
Gain on divestitures and investment securities	2.7
Infant formula remediation	0.9
Impairment charges	1,363.1
Other, net (1)	21.3
Adjusted EBITDA	$775.6
Reported Debt	$3,640.2
Less: Cash and cash equivalents	(531.6)
Net Debt	$3,108.6

Note: Amounts may not add or recalculate due to rounding. Percentages are based on actuals.

1. Other, net includes expenses due primarily to professional consulting fees for divestiture activity, amortization adjustments from equity

method investments and expenses associated with debt refinancing activities during the year.

A-6 Perrigo Company

Appendix A

Table III

PERRIGO COMPANY PLC RECONCILIATION OF NON-GAAP MEASURES SELECTED

CONSOLIDATED INFORMATION

(in millions, except per share amounts) (unaudited)

	Twelve Months Ended — December 31, 2025	December 31, 2024	Total Change
Consolidated Continuing Operations
Adjusted operating income	$622.3	$608.5	$13.8	2.3%
Adjusted operating margin	14.6%	13.9%		70 bps
Adjusted EPS	$2.75	$2.57	$0.18	7.0%

Note: Amounts may not add or recalculate due to rounding. Percentages are based on actuals.

2026 Proxy Statement B-1

Appendix B

Perrigo Company PLC 2026 Long-Term Incentive Plan

SECTION 1. PURPOSE. Perrigo Company plc, a public limited company headquartered in Ireland, has adopted the Perrigo

Company plc 2026 Long-Term Incentive Plan (including the appendices hereto, the “2026 Plan” or the “Plan”) to encourage

employees, directors and other persons providing significant services to Perrigo Company and its subsidiaries and/or

Affiliates to acquire a proprietary interest in the growth and performance of Perrigo Company, to generate an increased

incentive to contribute to its future success and prosperity, thus enhancing the value of Perrigo Company for the benefit of

share owners, and to enhance the ability of Perrigo Company to attract and retain individuals of exceptional talent upon

whom, in large measure, the sustained progress, growth and profitability of Perrigo Company depends.

SECTION 2. DEFINITIONS. As used in the Plan, the following terms shall have the meanings set forth below:

1. “Affiliate” has the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the

Exchange Act.

1. “Award” means any Option, Stock Appreciation Right, Restricted Share Award, Performance Share, Performance Unit,

Restricted Share Unit, or any other right, interest, or option relating to Shares or other securities of Perrigo granted

pursuant to the provisions of the Plan.

1. “Award Agreement” means any written agreement, contract, or other instrument or document evidencing any Award

granted hereunder and signed by both Perrigo and the Participant.

1. “Beneficiary” means the person or persons to whom an Award is transferred by his or her will or by the laws of descent

and distribution of the state in which the Participant resided at the time of his or her death.

1. “Board” means the Board of Directors of Perrigo Company plc.

2. “Cause” means any of the following events, as determined by the Committee:

a. The commission of an act which, if proven in a court of law, would constitute a felony violation under applicable

criminal laws;

b. A breach of any material duty or obligation imposed upon the Participant by the Company;

c. Divulging the Company’s confidential information, or breaching or causing the breach of any confidentiality

agreement to which the Participant or the Company is a party;

d. Engaging or assisting others to engage in business in competition with the Company;

e. Refusal to follow a lawful order of the Participant’s superior or other conduct which the Board or the Committee

determines to represent insubordination on the part of the Participant; or

f. Other conduct by the Participant which the Board or the Committee, in its discretion, deems to be sufficiently

injurious to the interests of the Company to constitute cause.

1. “CEO” means the Chief Executive Officer of Perrigo.

2. A “Change in Control” means the occurrence of any of the following:

a. Any person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act or any comparable

successor provisions) (other than (A) Perrigo, (B) any employee benefit plan of the Company or any Trustee of or

fiduciary with respect to any such plan when acting in such capacity, or (C) any person who, on the Effective Date of

the Plan, is an Affiliate of Perrigo and owning in excess of ten percent (10%) of the outstanding Shares of Perrigo

B-2 Perrigo Company

Appendix B

and the respective successors, executors, legal representatives, heirs and legal assigns of such person), alone or

together with its Affiliates and associates, and other than in a merger or consolidation of the type referred to in

subsection (h)(2) below, has acquired or obtained the right to acquire the beneficial ownership of fifty percent (50%)

or more of the Shares then outstanding;

b. The consummation of a merger, consolidation or similar transaction involving Perrigo and, immediately after the

consummation of such merger, consolidation or similar transaction, the shareholders of Perrigo immediately prior to

such consummation do not beneficially own (within the meaning of Rule 13d-3 of the Exchange Act or comparable

successor rules), directly or indirectly, either (A) outstanding voting securities representing more than fifty percent

(50%) of the combined voting power of the surviving entity in such merger, consolidation or similar transaction, or

(B) outstanding voting securities representing more than fifty percent (50%) of the combined voting power of the

parent of the surviving entity in such merger, consolidation or similar transaction; or

c. The Continuing Directors no longer constitute a majority of the Board.

1. “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, and the

applicable rulings and regulations thereunder.

1. “Committee” means the Talent & Compensation Committee of the Board, which shall consist of not fewer than three

directors, taking into consideration for each such director (i) the rules under Section 16(b) of the Exchange Act regarding

“non-employee directors,” and (ii) the rules regarding “independent directors” of the securities exchange on which the

Shares are listed, or any successor definition to any of the foregoing. For purposes of the Plan, reference to the

Committee shall be deemed to refer to any subcommittee, subcommittees, or other persons or groups of persons to

whom the Committee’s authority has been delegated pursuant to Section 3(a) or Section 3(b) of the Plan.

1. “Company” means Perrigo Company plc, its subsidiaries and/or Affiliates.

2. “Continuing Director” means any person who was a member of the Board on the Effective Date of the Plan, and any new

director thereafter elected by the shareholders or appointed by the Board, provided such new director’s election or

nomination for election by the Perrigo shareholders was approved by a majority of directors who were either directors on

the Effective Date or whose election or nomination for election was previously so approved.

1. “Disability” means (i) with respect to an Employee, disability as defined under the Company’s long term disability

insurance plan under which such Employee is then covered; (ii) with respect to any Participant who is not covered under

a Company long-term disability plan, the Participant is unable to engage in any substantial gainful activity by reason of

any medically determinable physical or mental impairment which can be expected to result in death or which has lasted

or can be expected to last for a continuous period of not less than 12 months, as determined by the Committee in its sole

discretion.

1. “Dividend Equivalent” means a credit made to the bookkeeping account maintained by the Committee on behalf of a

Participant, in an amount equal to the dividends paid on one Share for each Share represented by an Award held by

such Participant, as described in Section 11 hereof.

1. “Effective Date” has the meaning set forth in Section 17 hereof.

2. “Employee” means a regular, active employee of the Company.

3. “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto,

and the applicable rules and regulations thereunder.

1. “Fair Market Value” means (i) with respect to a Share, the last reported sale price of a Share on the date of

determination, or on the most recent date on which the Share is traded prior to that date, as reported on the securities

exchange on which the Shares are listed, and (ii) with respect to any other property, the fair market value of such

property determined by such methods or procedures as shall be established from time to time by the Committee.

1. “Incentive Stock Option” means an Option that, at the time such Option is granted under Section 6 hereof, qualifies as an

incentive stock option within the meaning of Sections 421 and 422 of the Code or any successor provision thereto, and

which is designated as an Incentive Stock Option in the applicable Award Agreement. No Incentive Stock Options may

2026 Proxy Statement B-3

Appendix B

be granted to a person who is not eligible to receive an Incentive Stock Option under the Code, including as described

under §1.424-1(d).

1. “Involuntary Termination for Economic Reasons” means that the Participant’s Termination Date occurs due to involuntary

termination of employment by the Company by reason of a corporate restructuring, a disposition or acquisition of a

business or facility, or a downsizing or layoff, as determined by the CEO, in his or her sole discretion, or by the

Committee in the case of a Participant subject to Section 16 of the Exchange Act.

1. “Nonstatutory Stock Option” means an Option granted under Section 6 hereof that is not intended to be an Incentive

Stock Option.

1. “Option” means an Award of an Incentive Stock Option or a Nonstatutory Stock Option.

2. “Participant” means an Employee who has been granted an Award under the Plan.

3. “Performance Award” means any Award of Performance Shares or Performance Units pursuant to Section 9 hereof.

4. “Performance Period” means the period established by the Committee at the time any Performance Award is granted or

at any time thereafter during which the performance goals specified by the Committee with respect to such Award are to

be measured.

1. “Performance Share” means any grant pursuant to Section 9 hereof of a unit valued by reference to a designated

number of Shares, which value may be paid to the Participant by delivery of such property as the Committee shall

determine, including, without limitation, cash, Shares, or any combination thereof, upon achievement of such

performance goals during the Performance Period as the Committee shall establish at the time of such grant or

thereafter.

1. “Performance Unit” means any grant pursuant to Section 9 hereof of a unit valued by reference to a designated amount

of property other than Shares, which value may be paid to the Participant by delivery of such property as the Committee

shall determine, including, without limitation, cash, Shares, or any combination thereof, upon achievement of such

performance goals during the Performance Period as the Committee shall establish at the time of such grant or

thereafter.

1. “Perrigo” means Perrigo Company plc and any successor thereto.

2. “Person” means any individual, corporation, partnership, association, joint-stock company, Company, unincorporated

organization, limited liability company, other entity or government or political subdivision thereof.

1. “Prior Plan” means, collectively, the 2008 Plan, the 2013 Plan and the 2019 Plan (each as defined herein). The Perrigo

Company 2008 Long-Term Incentive Plan (the “2008 Plan”) sponsored by Perrigo Company, a Michigan corporation,

was amended and restated and renamed the Perrigo Company 2013 Long-Term Incentive Plan (the “2013 Plan”) which

was approved by the Perrigo Company shareholders on November 18, 2013. Effective December 18, 2013, Perrigo

Company became a wholly-owned subsidiary of Perrigo Company plc, a public limited company headquartered in

Ireland, and Perrigo Company plc assumed sponsorship of the 2013 Plan. Perrigo Company plc amended and restated

the 2013 Plan and renamed the 2013 Plan the Perrigo Company plc 2019 Long-Term Incentive Plan (the “2019 Plan”)

which was approved by the Perrigo Company plc shareholders on April 26, 2019 and amended on each of February 16,

2022, August 2, 2023 and November 1, 2023.

1. “Restricted Share” means any Share issued with the restriction that the holder may not sell, transfer, pledge, or assign

such Share and with such other restrictions as the Committee, in its sole discretion, may impose (including, without

limitation, any restriction on the right to vote such Share, and the right to receive any cash dividends), which restrictions

may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem

appropriate. For the avoidance of doubt, any dividends with respect to Restricted Shares shall be payable only if and to

the extent the underlying Restricted Shares become vested.

1. “Restricted Share Award” means an award of Restricted Shares under Section 8 hereof.

2. “Restricted Share Unit” or “RSU” means restricted share units which entitle the Participant to receive Shares or the value

thereof which is determined in whole or in part, or is otherwise based, on Shares pursuant to Section 10 hereof.

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Appendix B

1. “Retirement” means a Participant’s Termination Date which occurs (i) pursuant to a voluntary early retirement program

approved by the Board or the Committee, (ii) after attaining age 65, or (iii) after attaining age 60 with five or more years

of service with the Company. For this purpose, a year of service shall be a completed 12-month period of service

beginning on the first day of the Participant’s service with the Company as an Employee or an anniversary of such date.

1. “Shares” means ordinary shares, nominal value €0.001 per share, of Perrigo and such other securities of Perrigo as the

Committee may from time to time determine.

1. “Short-Term Deferral Period” means, with respect to an amount payable pursuant to an Award, the period ending no later

than the 15th day of the third month following the later of (i) the end of the Participant’s taxable year in which the amount

is no longer subject to a substantial risk of forfeiture, or (ii) the end of Perrigo’s fiscal year in which the amount is no

longer subject to a substantial risk of forfeiture. A Participant shall have no discretion over the payment date and shall

have no right to interest as a result of payment on a date other than the first day of the Short-Term Deferral Period.

1. “Stock Appreciation Right” means any right granted to a Participant pursuant to Section 7 hereof to receive, upon

exercise by the Participant, the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the grant

price of the right on the date of grant, or if granted in connection with an outstanding Option on the date of grant of the

related Option, as specified by the Committee in its sole discretion, which shall not be less than the Fair Market Value of

one Share on such date of grant of the right or the related Option, as the case may be. Any payment by the Company in

respect of such right may be made in cash, Shares, other property, or any combination thereof, as the Committee, in its

sole discretion, shall determine.

1. “Ten Percent Shareholder” means a person who owns (after taking into account the attribution rules of Section 424(b) of

the Code or any successor provision thereto) more than 10% of the combined voting power of all classes of shares

beneficial interest of the Company and of any subsidiary or parent corporation of the Company.

1. “Termination Date” means the date that a Participant ceases to be an Employee and ceases to perform any material

services for the Company, including, but not limited to, advisory or consulting services or services as a member of the

Board. Unless otherwise determined by the Committee in its sole discretion, for purposes of the Plan, an Employee shall

be considered to have a Termination Date if his or her employer ceases to be an Affiliate, even if he or she continues to

be employed by such employer.

1. “Treasury Regulation” means the regulations promulgated under the Code by the United States Treasury Department, as

amended.

SECTION 3. ADMINISTRATION.

1. AUTHORITY OF COMMITTEE. The Plan shall be administered by the Committee. The Committee shall have full power

and authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to

time be adopted by the Board, to: (i) select the Participants to whom Awards may be granted; (ii) determine the type or

types of Awards to be granted to Participants; (iii) determine the number of Shares to be covered by each Award

granted hereunder and the term of each such Award; (iv) determine the terms and conditions, not inconsistent with the

provisions of the Plan, of any Award granted hereunder (including approval of any form of Award Agreement), which

terms and conditions may provide for the forfeiture of Awards, the repayment of cash or Shares or other amounts

received with respect to an Award and/or the repayment of any gains or profits on a Participant’s sale of Shares acquired

under an Award under specified circumstances; (v) determine whether, to what extent and under what circumstances

Awards may be settled in cash, Shares or other property or canceled or suspended; (vi) determine whether, to what

extent and under what circumstances cash, Shares and other property and other amounts payable with respect to an

Award under this Plan shall be deferred either automatically or at the election of the Participant; (vii) determine whether,

to what extent and under what circumstances, any Award shall be canceled or suspended; (viii) construe, interpret and

implement and correct any defect, supply any omission and reconcile any inconsistency in the Plan and all Award

Agreements and determine disputed facts related thereto; provided that, with respect to all claims or disputes arising out

of any determination of the Committee that materially adversely affects a Participant’s Award, (a) the affected Participant

shall file a written claim with the Committee for review, explaining the reasons for such claim, and (b) the Committee’s

decision must be written and must explain the decision; (ix) establish, amend and rescind rules and regulations relating

to the Plan, including rules governing the Committee’s own operations, (x) establish, amend and rescind rules and

regulations relating to the Plan (including the adoption of any sub-plan under the Plan) for the purpose of satisfying

applicable foreign laws and/or qualifying for preferred tax treatment under applicable foreign laws; (xi) appoint such

2026 Proxy Statement B-5

Appendix B

agents as it shall deem appropriate for the proper administration of the Plan; and (xii) make any other determination and

take any other action that the Committee deems necessary or desirable for administration of the Plan. The determination

of the Committee on all matters relating to the Plan or any Award Agreement will be entitled to the maximum deference

permitted by law and will be final, binding and conclusive and non-reviewable and non-appealable and may be entered

as a final judgment in any court having jurisdiction. Perrigo has adopted a sub-plan governing awards taxable in the

Republic of Ireland, which sub-plan forms part of this Plan and is attached hereto as Appendix 1. Perrigo has also

adopted a sub-plan governing Awards to non-employee directors and consultants, which sub-plan forms part of this

Plan and is attached hereto as Appendix 2.

1. DELEGATION. The CEO has the authority to grant Awards to Participants, other than Participants who are subject to

Section 16 of the Exchange Act, and to determine the terms and conditions of such Awards (including approval of any

form of Award Agreement), subject to the limitations of the Plan and such other limitations and guidelines as the

Committee may deem appropriate. Such delegation of authority includes, but is not limited to, the authority to determine

(i) the type or types of Awards to be granted, (ii) the number of Shares to be covered by each such Award, (iii) the

expiration date of each such Award, (iv) the period during which an Option shall be exercisable which may be

determined at or subsequent to grant, (v) the restriction period applicable to Restricted Share Awards and to RSUs, (vi)

the performance criteria and performance period applicable to Performance Awards, (vii) the terms and conditions

relating to the effect of a Participant’s Termination Date, and (viii) the effect of a Change in Control on such Awards.

1. AWARD AGREEMENTS

a. MINIMUM VESTING. No Award granted under the Plan may vest, in whole or in part, prior to the one-year

anniversary of the date of grant of the Award. Notwithstanding the foregoing: (i) a Participant’s Award Agreement

may provide for accelerated vesting if the Participant’s Termination Date occurs due to the Participant’s death,

Disability or Retirement, upon a Change in Control, or upon the Participant’s termination without “cause” (as defined

in the applicable Award Agreement) or separation for “good reason” (as defined in the applicable Award

Agreement) within a specified period following a Change in Control; and, (ii) up to 5% of the Shares available for

grant under the Plan may be granted with a minimum vesting schedule that is shorter than that mandated in this

Section 3(c)(1). The foregoing one-year minimum vesting period shall not apply to any Award granted in substitution

for an Award pursuant to Section 4(f) that does not reduce the vesting period of the Award being substituted.

b. VESTING DURING DISABILITY. Unless the Committee determines otherwise, the vesting of Awards granted

hereunder shall continue during any period of short-term disability. A Participant who is absent from work due to a

long-term disability shall continue to vest until the earlier of (i) the six-month anniversary of the commencement of

the Participant’s long-term disability, or (ii) the Participant’s Termination Date.

c. PAYMENT FOR AWARDS. Except as otherwise required in any Award Agreement or by the terms of the Plan,

recipients of Awards under the Plan shall not be required to make any payment or provide consideration to receive

an Award other than the rendering of services.

d. ACCEPTANCE OF AWARD. The prospective recipient of any Award under the Plan shall not, with respect to such

Award, be deemed to have become a Participant, or to have any rights with respect to such Award, until and unless

such recipient shall have executed an agreement or other instrument evidencing the Award and delivered a fully

executed copy thereof to Perrigo, and otherwise complied with the then applicable terms and conditions.

SECTION 4. DURATION OF, AND SHARES AVAILABLE UNDER THE PLAN.

1. TERM. The Plan shall remain in effect until terminated by the Board, provided, however, that no Award may be granted

under the Plan more than 10 years after the Effective Date (or for Incentive Stock Options, the date the Plan is approved

by the Board, if earlier), but any Award theretofore granted may extend beyond that date.

1. SHARES AVAILABLE UNDER THE PLAN. The maximum number of Shares in respect for which Awards may be granted

under the Plan, subject to adjustment as provided in Section 4(f) of the Plan, is (i) 7,265,000, plus (ii) the number of

Shares that remained available for issuance under the Prior Plan as of the Effective Date (including Shares underlying

outstanding awards under the Prior Plan that are forfeited, terminated, expire unexercised or are otherwise settled

without the delivery of Shares on and after the Effective Date). No further awards shall be made under the Prior Plan after

the Effective Date.

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Appendix B

1. COMPUTATION OF SHARES. For the purpose of computing the total number of Shares available for Awards under the

Plan, there shall be counted against the above limits the number of Shares subject to issuance upon the exercise or

settlement of Awards as of the dates on which such Awards are granted. The Shares which were previously subject to

Awards but were not delivered shall again be available for Awards under the Plan if any such Awards are forfeited,

terminated, expire unexercised, settled in cash or exchanged for other Awards (to the extent of such forfeiture or

expiration of such Awards), or if the Shares subject thereto can otherwise no longer be issued. Any Shares which are

used as full or partial payment to Perrigo by a Participant of the purchase price of Shares or the tax withholding

requirement with respect to any Awards other than Options or Stock Appreciation Rights granted under the Plan shall

again be available for Awards under the Plan. Any Shares which are used as full or partial payment to Perrigo by a

Participant of the purchase price of Shares or the tax withholding requirement with respect to Options or Stock

Appreciation Rights granted under the Plan shall not again be available for Awards under the Plan.

1. SOURCE OF SHARES. Shares which may be issued under the Plan may be either authorized and unissued shares or

issued shares which have been reacquired by Perrigo. No fractional shares shall be issued under the Plan. The

Committee shall determine whether cash, Awards, or other property shall be issued or paid in lieu of fractional Shares or

whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated. In all cases the Committee

shall require that the nominal value of each newly issued Share issued in satisfaction of an Award under the Plan

(including any sub-plan) shall be paid up.

1. CHANGES IN SHARES. In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock

split, reverse stock split, spin off or similar transaction or other change in corporate structure affecting the Shares, the

Committee shall make equitable adjustments and substitutions with respect to (i) the aggregate number, class and kind

of Shares which may be delivered under the Plan, in the aggregate or to any one Participant, (ii) the number, class, kind

and option or exercise price of Shares subject to outstanding Options, Stock Appreciation Rights or other Awards

granted under the Plan, and (iii) the number, class and kind of Shares subject to, Awards granted under the Plan

(including, if the Committee deems appropriate, the substitution of similar options to purchase the shares of, or other

awards denominated in the shares of, another company). The Committee shall have the sole discretion to determine the

manner of such equitable adjustment or substitution, provided that the number of Shares or other securities subject to

any Award shall always be a whole number.

SECTION 5. ELIGIBILITY. Any Employee shall be eligible to be selected as a Participant. Awards may be granted to

Employees who are foreign nationals or employed outside the United States, or both, on such terms and conditions different

from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable in order to recognize

differences in local law or tax policy. The Committee also may impose conditions on the exercise or vesting of Awards in

order to minimize the Company’s obligation with respect to tax equalization for Participants on assignments outside their

home country.

SECTION 6. STOCK OPTIONS. Options may be granted hereunder to Participants either alone or in addition to other

Awards granted under the Plan. Any Option granted under the Plan shall be evidenced by an Award Agreement in such form

as the Committee may from time to time approve. Any such Option shall be subject to the following terms and conditions and

to such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall deem

desirable:

1. OPTION PRICE. The purchase price per Share purchasable under an Option shall be determined by the Committee in its

sole discretion; provided that (i) such purchase price shall not be less than the Fair Market Value of the Share on the

date of the grant of the Option, and (ii) such purchase price for an Incentive Stock Option granted to a Ten Percent

Shareholder shall be not less than 110% of the Fair Market Value of the Share on the date of grant of the Option.

1. OPTION PERIOD. The term of each Option shall be fixed by the Committee in its sole discretion; provided that (i) no

Option shall be exercisable after the expiration of 10 years from the date the Option is granted, and (ii) no Incentive

Stock Option granted to a Ten Percent Shareholder shall be exercisable after the expiration of five years from the date

the Option is granted.

1. EXERCISABILITY. Options shall be exercisable at such time or times as determined by the Committee at or subsequent

to grant. Unless otherwise determined by the Committee at or subsequent to grant, no Incentive Stock Option shall be

exercisable during the year ending on the day before the first anniversary date of the granting of the Incentive Stock

Option.

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Appendix B

1. METHOD OF EXERCISE. Subject to the other provisions of the Plan and any applicable Award Agreement, any Option

may be exercised by the Participant in whole or in part at such time or times, and the Participant may make payment of

the option price in such form or forms, including, without limitation, payment by delivery of cash, Shares or other

consideration (including, where permitted by law and the Committee, Awards) having a Fair Market Value on the

exercise date equal to the total option price, or by any combination of cash, Shares and other consideration as the

Committee may specify in the applicable Award Agreement.

1. INCENTIVE STOCK OPTIONS. In accordance with rules and procedures established by the Committee, the aggregate

Fair Market Value (determined as of the time of grant) of the Shares with respect to which Incentive Stock Options held

by any Participant which are exercisable for the first time by such Participant during any calendar year under the Plan

(and under any other benefit plans of Perrigo or of any parent or subsidiary corporation of Perrigo) shall not exceed

$100,000 or, if different, the maximum limitation in effect at the time of grant under Section 422 of the Code, or any

successor provision, and any regulations promulgated thereunder. The terms of any Incentive Stock Option granted

hereunder shall comply in all respects with the provisions of Section 422 of the Code, or any successor provision, and

any regulations promulgated thereunder. An Incentive Stock Option must be exercised by the Participant within three

months following the Participant’s Termination Date, or within 12 months if such termination is by reason of death or

Disability. If an Option intended to be an Incentive Stock Option fails to satisfy the requirements of Section 422 of the

Code, such Option will automatically convert to a Nonstatutory Stock Option. No more than 7,100,000 Shares (as

adjusted pursuant to the provisions of Section 4(f)) that can be delivered under the Plan may be issued through Incentive

Stock Options.

1. REPRICING. Except to prevent the enlargement or dilution of rights, as a result of any increase or decrease in the

number of issued Shares (or issuance of shares of stock or other property or securities other than Shares) resulting from

a stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-

up, spin-off, combination, or exchange of shares) (provided that no such adjustment may be made if and to the extent

that it would cause an outstanding Award to cease to be exempt from, or fail to comply with, Section 409A), the terms of

outstanding Awards may not be amended to reduce the exercise price of outstanding Options or Stock Appreciation

Rights or cancel outstanding Options or Stock Appreciation Rights in exchange for cash, other Awards or Options or

Stock Appreciation Rights with an exercise price that is less than the exercise price of the original Options or Stock

Appreciation Rights, without the approval of Perrigo’s shareholders.

SECTION 7. STOCK APPRECIATION RIGHTS.

1. GRANT OF AWARDS. Stock Appreciation Rights may be granted hereunder to Participants either alone or in addition to

other Awards granted under the Plan and may, but need not, relate to a specific Option granted under Section 6. Each

Share subject to a Stock Appreciation Right shall have an exercise price of not less than Fair Market Value of a Share on

the date of grant of the Stock Appreciation Right. The term of the Stock Appreciation Right shall be fixed by the

Committee in its sole discretion, provided that no Stock Appreciation Right shall be exercisable after the expiration of 10

years from the date the Stock Appreciation Right is granted. The Committee, in its sole discretion, shall establish or

impose such other terms and conditions with respect to Stock Appreciation Rights as it shall deem appropriate, which

need not be the same with respect to each recipient.

1. OPTIONS. Any Stock Appreciation Right related to a Nonstatutory Stock Option may be granted at the same time such

Option is granted or at any time thereafter before exercise or expiration of such Option. Any Stock Appreciation Right

related to an Incentive Stock Option must be granted at the same time such Option is granted, and may be exercised

only if and when the Fair Market Value of the Shares subject to the Incentive Stock Option exceeds the aggregate

purchase price for the Option. In the case of any Stock Appreciation Right related to any Option, the Stock Appreciation

Right or applicable portion thereof shall terminate and no longer be exercisable upon the termination or exercise of the

related Option, except that a Stock Appreciation Right granted with respect to less than the full number of Shares

covered by a related Option shall not be reduced until the exercise or termination of the related Option exceeds the

number of shares not covered by the Stock Appreciation Right. Any Option related to any Stock Appreciation Right shall

no longer be exercisable to the extent the related Stock Appreciation Right has been exercised.

SECTION 8. RESTRICTED SHARES.

1. GRANT OF AWARDS. Restricted Share Awards may be issued hereunder to Participants, for no cash consideration or

for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards

granted under the Plan. The provisions of Restricted Share Awards need not be the same with respect to each recipient.

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Appendix B

1. REGISTRATION. Any Restricted Shares issued hereunder may be evidenced in such manner as the Committee in its

sole discretion shall deem appropriate, including, without limitation, book-entry registration or issuance of a stock

certificate or certificates. In the event any stock certificate is issued in respect of Restricted Shares awarded under the

Plan, such certificate shall be registered in the name of the Participant, and shall bear an appropriate legend referring to

the terms, conditions, and restrictions applicable to such Award.

1. FORFEITURE. Except as set forth in Section 12 or otherwise determined by the Committee at the time of grant, upon a

Participant’s Termination Date for any reason during the restriction period, all Restricted Shares still subject to restriction

shall be forfeited by the Participant and reacquired by Perrigo; provided that the Committee may, in its sole discretion,

when it finds that a waiver would be in the best interests of Perrigo, waive in whole or in part any or all remaining

restrictions with respect to such Participant's Restricted Shares, except for Restricted Share Awards that are intended to

comply with the performance-based compensation requirements of Section 14. Unrestricted Shares, evidenced in such

manner as the Committee shall deem appropriate, shall be issued to the grantee promptly after the period of forfeiture,

as determined or modified by the Committee, shall expire.

SECTION 9. PERFORMANCE AWARDS.

1. GRANT OF AWARDS. Performance Awards may be issued hereunder to Participants, for no cash consideration or for

such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted

under the Plan. The performance criteria to be achieved during any Performance Period, the length of the Performance

Period, and the amount of the Award to be distributed shall be determined by the Committee upon the grant of each

Performance Award. Subject to the provisions of the Plan, the Committee, in its sole discretion, shall determine the

Participants to whom and the time or times at which such Awards shall be made and all conditions of the Awards. The

provisions of Performance Awards need not be the same with respect to each recipient.

1. PAYMENT OF AWARDS. Except as otherwise provided in an Award Agreement, following the end of each Performance

Period, the Committee shall certify the extent to which the performance criteria and other conditions of the Award are

achieved. Except as otherwise provided in the Plan or an Award Agreement, Performance Awards shall be settled

following the Committee’s certification after the end of the relevant Performance Period, and settlement shall not occur

later than the last day of the Short-Term Deferral Period applicable to the Award. Performance Awards may be paid in

cash, Shares, other property or any combination of the foregoing, as determined in the sole discretion of the Committee

at the time of payment.

SECTION 10. RESTRICTED SHARE UNIT AWARDS.

1. GRANT OF AWARDS. Restricted Share Unit (“RSU”) Awards may be granted hereunder to Participants either alone or in

addition to other Awards granted under the Plan. At the time of grant of an RSU Award, the Committee shall determine

the number of RSUs subject to the Award, when such RSUs shall vest, any conditions (such as continued employment)

that must be met in order for the RSUs to vest at the end of the applicable restriction period, and any purchase price

applicable to the Award. The Committee shall establish a bookkeeping account in the Participant’s name that reflects the

number and type of RSUs standing to the credit of the Participant. The Participant will have only the rights of a general

unsecured creditor of the Company until delivery of Shares, cash or other securities or property is made as specified in

the applicable Award Agreement.

1. PAYMENT OF AWARDS. Each RSU that vests entitles the Participant to one Share, cash equal to the Fair Market Value of

a Share on the date of vesting, or a combination thereof as determined by the Committee and set forth in the Award

Agreement. Except as otherwise provided in the Plan or in an Award Agreement, payment in Shares or cash (as

applicable) shall be made upon the vesting of an RSU and shall not occur later than the last day of the Short-Term

Deferral Period; provided, however, that a Change in Control (as defined in Section 2) shall not accelerate the payment

date of an RSU that is subject to Section 409A of the Code unless such Change in Control is also a “change in control

event” as defined in the regulations under Section 409A of the Code.

SECTION 11. DIVIDEND EQUIVALENTS

If the Committee so determines at the time of grant of an Award, Perrigo shall credit to a bookkeeping account maintained on

behalf of such Participant an amount equal to the amount of the dividends the Participant would have received, if such Award

held by the Participant on the record date for such dividend payment had been a Share. No interest or other earnings shall

accrue on such bookkeeping account. Amounts attributable to such dividend equivalents shall be subject to the same terms

and conditions as the Awards to which such dividend equivalents relate. Notwithstanding the foregoing, any dividend

2026 Proxy Statement B-9

Appendix B

equivalents granted in connection with unvested Awards shall be payable only if and to the extent the underlying Awards

become vested. The Participant will have only the rights of a general unsecured creditor of the Company until delivery of

Shares, cash or other securities or property is made pursuant to such dividend equivalents as specified in the applicable

Award Agreement.

SECTION 12. EFFECT OF TERMINATION DATE

1. AWARDS, GENERALLY. The Committee shall have the discretion to establish terms and conditions relating to the effect

of the Participant’s Termination Date on Awards under the Plan.

1. OPTIONS, STOCK APPRECIATION RIGHTS, AND RESTRICTED SHARES. Unless otherwise set forth in an Award

Agreement or determined by the Committee with respect to an Award of Options, Stock Appreciation Rights or

Restricted Shares as provided in the applicable Award Agreement, and subject to the terms of the Plan, the following

provisions shall apply to Options, Stock Appreciation Rights and Restricted Shares on a Participant’s Termination Date.

1. DEATH, DISABILITY, RETIREMENT. If the Participant’s Termination Date occurs due to the Participant’s death, Disability

or Retirement, (i) the restriction period with respect to any Restricted Shares shall lapse, and (ii) the Participant’s

outstanding Options and Stock Appreciation Rights shall immediately vest in full and may thereafter be exercised in

whole or in part by the Participant (or the duly appointed fiduciary of the Participant’s estate or Beneficiary in the case of

death, or conservator of the Participant’s estate in the case of Disability) at any time prior to the expiration of the

respective terms of the Options or Stock Appreciation Rights, as applicable.

1. INVOLUNTARY TERMINATION FOR ECONOMIC REASONS. If the Participant’s Termination Date occurs by reason of

Involuntary Termination for Economic Reasons, the Participant may exercise his or her Options and Stock Appreciation

Rights, to the extent vested, at any time prior to the earlier of (i) the date which is 30 days after the date which is 24

months after such Termination Date, or (ii) the expiration of the respective terms of the Options or Stock Appreciation

Rights. Any Options, Stock Appreciation Rights or Restricted Shares that are not vested at such Termination Date, but

are scheduled to vest during the 24-month period following the Termination Date, shall continue to vest during such 24-

month period according to the vesting schedule in effect prior to such Termination Date. Any Options, Stock

Appreciation Rights and Restricted Shares that are not scheduled to vest during such 24-month period will be forfeited

on the Termination Date. Notwithstanding the foregoing, if the Participant’s Termination Date occurs for a reason that is

both described in this Section 12(b)(2) and in Section 13(a), the special vesting rules described in Section 13(a) shall

apply in lieu of the vesting rules described in this Section 12(b)(2).

1. If the Participant dies after the Termination Date while his or her Options or Stock Appreciation Rights remain exercisable

under this paragraph (2), the duly appointed fiduciary of the Participant’s estate or his or her Beneficiary may exercise

the Options and Stock Appreciation Rights (to the extent that such Options and Stock Appreciation Rights were vested

and exercisable prior to death), at any time prior to the later of the date which is (i) 30 days after the date which is 24

months after the Participant’s Termination Date, or (ii) 12 months after the date of death, but in no event later than the

expiration of the respective terms of the Options and Stock Appreciation Rights.

1. TERMINATION FOR CAUSE. If the Participant’s Termination Date is for Cause, at the time such notice of termination is

given by the Company (i) any Restricted Shares subject to a restriction period shall be forfeited, and (ii) the Participant’s

right to exercise his or her Options and Stock Appreciation Rights shall terminate. If within 60 days of a Participant’s

Termination Date the Company discovers circumstances which would have permitted it to terminate the Participant’s

employment or service for Cause, such Termination Date shall be deemed to have occurred for reasons of Cause. Any

Shares, cash or other property paid or delivered to the Participant under the Plan within 60 days of such Termination

Date shall be forfeited and the Participant shall be required to repay such amount to the Company.

1. OTHER TERMINATION OF EMPLOYMENT OR SERVICE. If the Participant’s Termination Date occurs for reasons other

than as described in this Section 12(b), the Participant shall have the right to exercise his or her Options and Stock

Appreciation Rights at any time prior to the earlier of (i) the date which is three months after such Termination Date, or (ii)

the expiration date of the respective terms of the Options or Stock Appreciation Rights, as applicable, but only to the

extent such Option or Stock Appreciation Right, as applicable, was vested prior to such Termination Date. Any Options

or Stock Appreciation Rights which are not vested at such Termination Date shall be forfeited on the Termination Date.

1. If the Participant dies after the Termination Date while his or her Options or Stock Appreciation Rights remain exercisable

under this paragraph (4), the duly appointed fiduciary of the Participant’s estate or his or her Beneficiary may exercise

the Options or Stock Appreciation Rights (to the extent that such Options or Stock Appreciation Rights were vested and

B-10 Perrigo Company

Appendix B

exercisable prior to death), at any time prior to the earlier of (i) 12 months after the date of death, or (ii) the expiration of

the respective terms of the Options or Stock Appreciation Rights, as applicable.

1. SERVICE-VESTING RSU AWARDS. Unless determined otherwise by the Committee with respect to a service-based

vesting RSU Award, the following provisions shall apply.

a. DEATH, DISABILITY, RETIREMENT. If the Participant’s Termination Date occurs due to the Participant’s death,

Disability or Retirement, a service-based vesting RSU shall immediately vest in full, provided that any such Disability

is a disability as defined in Section 409A of the Code and the regulations thereunder. Payment of the Award due to

death or Disability shall be made within the Short-Term Deferral Period. Subject to Section 16(f) regarding specified

employees, payment of the Award due to Retirement shall be made within the 75-day period following the

Participant’s separation from service (as defined in Section 409A); provided, however, that the Participant shall not

have the right to designate the year of payment if such period spans two calendar years.

b. INVOLUNTARY TERMINATION FOR ECONOMIC REASONS. If the Participant’s Termination Date occurs by reason

of an Involuntary Termination for Economic Reasons that constitutes a separation from service (as defined in Section

409A), (x) any Shares subject to a service-based vesting RSU Award that are scheduled to vest during the 24-month

period following such Termination Date shall continue to vest during such 24-month period according to the vesting

schedule in effect prior to such Termination Date, and (y) any Shares that are not scheduled to vest during such

period shall be forfeited on the Termination Date. Subject to Section 16(f) regarding specified employees, the

Participant shall receive payment with respect to such Award when the scheduled vesting date or dates occur.

Notwithstanding the foregoing, if the Participant’s Termination Date occurs for a reason that is both described in this

Section 12(c)(2) and in Section 13(a), the special vesting rules described in Section 13(a) shall apply in lieu of the

vesting rules described in this Section 12(c)(2).

c. TERMINATION FOR CAUSE. If the Participant’s Termination Date is for Cause, at the time such notice of termination

is given by the Company, the portion of any service-based vesting RSU Award that is not vested shall be forfeited at

the time of such notice of termination. If within 60 days of a Participant’s Termination Date the Company discovers

circumstances which would have permitted it to terminate the Participant’s employment or service for Cause, such

Termination Date shall be deemed to have occurred for reasons of Cause. Any Shares, cash or other property paid

or delivered to the Participant under the Plan within 60 days of such Termination Date shall be forfeited and the

Participant shall be required to repay such amount to the Company.

d. OTHER TERMINATION OF EMPLOYMENT OR SERVICE. If the Participant’s Termination Date occurs for reasons

other than as described in this Section 12(c), the portion of any service-based vesting RSU Award that is not vested

at such Termination Date shall be forfeited on the Termination Date.

1. PERFORMANCE-VESTING RSU AWARDS (“PSUs”). Unless otherwise determined by the Committee with respect to an

RSU Award, the following provisions shall apply.

a. DEATH, DISABILITY, RETIREMENT. If the Participant’s Termination Date occurs due to the Participant’s death,

Disability or Retirement, any Shares subject to the PSU Award shall vest or be forfeited depending on the

attainment of performance goals. Subject to Section 16(f) regarding specified employees, the Participant shall

receive payment with respect to such PSU Award in accordance with Section 9(b).

b. INVOLUNTARY TERMINATION FOR ECONOMIC REASONS. If the Participant’s Termination Date occurs by

reason of an Involuntary Termination for Economic Reasons that constitutes a separation from service (as

defined in Section 409A), (i) any Shares subject to the PSU Award for which the Performance Period is

scheduled to end during the 24-month period following such Termination Date shall vest or be forfeited

depending on the attainment of performance goals, and (ii) any Shares subject to the PSU Award for which the

Performance Period is not scheduled to end during such 24-month period shall be forfeited on the Termination

Date. Subject to Section 16(f) regarding specified employees, the Participant shall receive payment with

respect to such PSU Award in accordance with Section 9(b). Notwithstanding the foregoing, if the Participant’s

Termination Date occurs for a reason that is both described in this Section 12(d)(2) and in Section 13(a), the

special vesting rules described in Section 13(a) shall apply in lieu of the vesting rules described in this Section

12(d)(2).

c. TERMINATION FOR CAUSE. If the Participant’s Termination Date is for Cause, at the time such notice of

termination is given by the Company, the portion of any PSU Award that is not vested shall be forfeited at the

2026 Proxy Statement B-11

Appendix B

time of such notice of termination. If within 60 days of a Participant’s Termination Date the Company discovers

circumstances which would have permitted it to terminate the Participant’s employment or service for Cause,

such Termination Date shall be deemed to have occurred for reasons of Cause. Any Shares, cash or other

property paid or delivered to the Participant under the Plan within 60 days of such Termination Date shall be

forfeited and the Participant shall be required to repay such amount to the Company.

d. OTHER TERMINATION OF EMPLOYMENT OR SERVICE. If the Participant’s Termination Date occurs for

reasons other than as described in this Section 12(d), the portion of any PSU Award that is not vested at such

Termination Date shall be forfeited on the Termination Date.

SECTION 13. CHANGE IN CONTROL PROVISIONS

Notwithstanding any other provision of the Plan to the contrary, unless otherwise determined by the Committee with respect

to an Award or as stipulated in the applicable Award Agreement, in the event of a Change in Control:

1. If the Participant’s Termination Date occurs by reason of a termination without “cause” (as is defined in the applicable

Award Agreement) or a separation for “good reason” (as defined in the applicable Award Agreement) on or after a

Change in Control and prior to the two year anniversary of the Change in Control, the following shall apply to Awards

held by Participants:

a. Any Options and Stock Appreciation Rights outstanding as of such Termination Date, and which are not then

exercisable and vested, shall become fully exercisable and vested.

b. The restrictions and deferral limitations and other conditions applicable to any Restricted Shares shall lapse, and

such Restricted Shares shall become free of all restrictions and limitations and become fully vested and

transferable.

c. All Performance Awards shall be considered to be earned and payable as if the greater of target and actual

achievement of performance had been obtained for the performance period; provided that, for those Performance

Awards for which the performance period has ended, the Performance Awards shall be payable based on actual

performance. In addition, any deferral or other restriction applicable to the Performance Awards shall lapse and

such Performance Awards shall be settled as soon as practicable after the Participant’s Termination Date.

d. The restrictions and deferral limitations and other conditions applicable to any service-based vesting RSU Award

shall lapse, and such RSU Awards shall become fully vested and shall be settled as soon as practicable after the

Participant’s Termination Date.

1. In addition to the foregoing, the Committee may take any one or more of the following actions with respect to any or all

Awards, without the consent of any Participant:

a. The Committee may require that Participants surrender outstanding Awards in exchange for one or more payments

by the Company, in cash or Shares as determined by the Committee, equal to the Fair Market Value of the Shares

subject to the Award or, in the case of unexercised Options and Stock Appreciation Rights, the amount, if any, by

which the then Fair Market Value of the Shares subject to the Participant’s unexercised Options and Stock

Appreciation Rights exceeds the purchase price. Payment shall be made on such terms as the Committee

determines.

b. After giving Participants an opportunity to exercise their outstanding Options and Stock Appreciation Rights, the

Committee may terminate any or all unexercised Options and Stock Appreciation Rights at such time as the

Committee deems appropriate.

c. The Committee may determine that any Awards that remain outstanding after the Change in Control shall be

converted to similar grants of the surviving corporation (or a parent or subsidiary of the surviving corporation);

provided, that the Committee may deem any performance conditions applicable to Performance Awards earned

as if (a) for Performance Awards for which the applicable performance period is complete, actual achievement of

performance, and (b) for Performance Awards for which the applicable performance period is incomplete, the

greater of target and actual achievement of performance.

d. Any such surrender, termination or conversion shall take place as of the date of the Change in Control or such other

date as the Committee may specify.

B-12 Perrigo Company

Appendix B

SECTION 14. [RESERVED]

SECTION 15. AMENDMENT AND TERMINATION.

1. The Board may amend, alter or discontinue the Plan at any time; provided, however, that no amendment, alteration, or

discontinuation shall be made that would materially and adversely impair the rights of an optionee or Participant under

an Award theretofore granted, without the optionee’s or Participant’s consent; provided, further that, any amendment that

would (i) except as is provided in Section 4(f) of the Plan, increase the total number of shares reserved for the purpose of

the Plan, (ii) change the employees or class of employees eligible to participate in the Plan, (iii) change the minimum

exercise price for any Option or Stock Appreciation Right below the minimum price set forth in Section 6(a) and Section

7 of the Plan, as applicable, or (iv) materially (within the meaning of rules of the securities exchange on which the Shares

are then listed) change the terms of the Plan, shall not be effective without the approval of Perrigo’s shareholders.

1. The Committee may amend the terms of any Award theretofore granted; provided, that no such amendment shall

materially and adversely impair the rights of any Participant without his or her consent. In addition, the CEO may amend

the terms of any Award theretofore granted to a Participant who is not subject to Section 16 of the Exchange Act;

provided, that no such amendment shall materially and adversely impair the rights of any Participant without his or her

consent.

1. The Committee shall be authorized to make adjustments in Performance Award criteria or in the terms and conditions of

non-Performance Awards in recognition of unusual or nonrecurring events affecting the Company or its financial

statements or changes in applicable laws, regulations or accounting principles. The Committee may correct any defect,

supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall

deem desirable to carry it into effect. In the event the Company shall assume outstanding employee benefit awards or

the right or obligation to make future such awards in connection with the acquisition of another corporation or business

entity, the Committee may, in its discretion, make such adjustments in the terms of Awards under the Plan as it shall

deem appropriate.

SECTION 16. GENERAL PROVISIONS.

1. TRANSFERS OF AWARDS. Unless otherwise determined by the Committee (or the CEO, as applicable) with respect to

an Award other than an Incentive Stock Option, no Award, and no Shares subject to Awards granted under the Plan

which have not been issued or as to which any applicable restriction, performance or deferral period has not lapsed,

may be sold, assigned, transferred, pledged or otherwise encumbered or hedged, except by will or by the laws of

descent and distribution or pursuant to a domestic relations order; provided that, if so determined by the Committee (or

the CEO, as applicable), a Participant may, in the manner established by the Committee (or the CEO), designate a

beneficiary to exercise the rights of the Participant with respect to any Award upon the death of the Participant. Unless

otherwise determined by the Committee (or the CEO, as applicable), each Award shall be exercisable, during the

Participant’s lifetime, only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal

representative. Notwithstanding the foregoing, subject to such rules as the Committee may establish, a Nonstatutory

Stock Option may be transferred by a Participant during his or her lifetime to a trust, partnership or other entity

established for the benefit of the Participant and his or her immediate family which, for purposes of the Plan, shall mean

those persons who, at the time of such transfer, would be entitled to inherit part or all of the estate of the Participant

under the laws of intestate succession then in effect in the state in which the Participant resides if the Participant had

died on such transfer date without a will.

1. NO RIGHT TO BE GRANTED AWARDS. No Employee or Participant shall have any claim to be granted any Award under

the Plan nor to remain in the employment or service of the Company and there is no obligation for uniformity of treatment

of Employees or Participants under the Plan. The Committee may, in its sole discretion, condition eligibility for an Award

on the execution of a noncompete or similar-type agreement.

1. SHARE CERTIFICATES. All certificates for Shares delivered under the Plan pursuant to any Award shall be subject to

such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and

other requirements of the Securities and Exchange Commission, any securities exchange upon which the Shares are

then listed, and any applicable Federal or state securities law, and the Committee may cause a legend or legends to be

put on any such certificates to make appropriate reference to such restrictions.

1. DEFERRAL OF AWARDS. The Committee shall be authorized to establish procedures pursuant to which the payment of

any Award may be deferred. Subject to the provisions of this Plan and any Award Agreement, the recipient of an Award

2026 Proxy Statement B-13

Appendix B

(including, without limitation, any deferred Award) may, if so determined by the Committee, be entitled to receive,

currently or on a deferred basis, interest or dividends, or interest or dividend equivalents, with respect to the number of

shares covered by the Award, as determined by the Committee, in its sole discretion, and the Committee may provide

that such amounts (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested.

Notwithstanding the foregoing, any dividends or dividend equivalents shall be payable only if and to the extent the

underlying Awards become vested.

1. DELIVERY AND EXECUTION OF ELECTRONIC DOCUMENTS. To the extent permitted by applicable law, Perrigo may (i)

deliver by email or other electronic means (including posting on a web site maintained by the Company or by a third

party under contract with the Company) all documents relating to the Plan or any Award thereunder (including, but not

limited to, prospectuses required by the U.S. Securities and Exchange Commission) and all other documents that

Perrigo is required to deliver to its shareholders (including, but not limited to, annual reports and proxy statements), and

(ii) permit Participants to electronically execute applicable Plan documents (including, but not limited to, Award

Agreements) in the manner prescribed by the Committee.

1. SECTION 409A SPECIFIED EMPLOYEES AND SEPARATE PAYMENTS. All Awards made under the Plan that are

intended to be “deferred compensation” subject to Section 409A will be interpreted, administered and construed to

comply with Section 409A, and all Awards made under the Plan that are intended to be exempt from Section 409A will

be interpreted, administered and construed to comply with and preserve such exemption. The Board and the Committee

will have full authority to give effect to the intent of the foregoing sentence. To the extent necessary to give effect to this

intent, in the case of any conflict or potential inconsistency between the Plan and a provision of any Award or Award

Agreement with respect to an Award, the Plan will govern. Without limiting the generality of the preceding sentence, with

respect to any Award made under the Plan that is intended to be “deferred compensation” subject to Section 409A:

a. any payment due upon a Participant’s termination of employment will be paid only upon such Participant’s

“separation from service” from the Company within the meaning of Section 409A;

b. any payment due upon a Change in Control of the Company will be paid only if such Change in Control constitutes a

“change in ownership” or “change in effective control” within the meaning of Section 409A, and in the event that

such Change in Control does not constitute a “change in the ownership” or “change in the effective control” within

the meaning of Section 409A, such Award will vest upon the Change in Control and any payment will be delayed

until the first compliant date under Section 409A;

c. any payment to be made with respect to such Award in connection with the Participant’s separation from service

from the Company within the meaning of Section 409A (and any other payment that would be subject to the

limitations in Section 409A(a)(2)(B) of the Code) will be delayed until six months after the Participant’s separation

from service (or earlier death) to the extent required to comply with the requirements of Section 409A;

d. if the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the

Treasury Regulations), the Participant’s right to the series of installment payments will be treated as a right to a

series of separate payments and not as a right to a single payment;

e. if the Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury

Regulations), the Participant’s right to the dividend equivalents will be treated separately from the right to other

amounts under the Award; and

f. for purposes of determining whether the Participant has experienced a separation from service from the Company

within the meaning of Section 409A, “subsidiary” will mean a corporation or other entity in a chain of corporations or

other entities in which each corporation or other entity, starting with Perrigo Company plc, has a controlling interest

in another corporation or other entity in the chain, ending with such corporation or other entity. For purposes of the

preceding sentence, the term “controlling interest” has the same meaning as provided in Section 1.414(c)-2(b)(2)(i)

of the Treasury Regulations, provided that the language “at least 20 percent” is used instead of “at least 80 percent”

each place it appears in Section 1.414(c)-2(b)(2)(i) of the Treasury Regulations.

1. WITHHOLDING TAXES. The Company shall be authorized to withhold from any Award granted or payment due under

the Plan the amount of any withholding taxes due in respect of an Award or payment hereunder, including withholding

from other compensation payable to the Participant by the Company, and shall take all actions as it determines are

necessary to satisfy all obligations for the payment of applicable withholding taxes, including, without limitation, any

Federal Insurance Contributions Act (“FICA”) taxes due on the vesting of an Award. The Committee shall be authorized

B-14 Perrigo Company

Appendix B

to establish procedures for Participants to elect to satisfy such withholding tax obligations by (i) the delivery of, or

directing the Company to retain, Shares, or (ii) tendering payment to the Company in the form of a personal check, a

bank order, a money order, or such other form of cash payment as may be approved by the Committee. In no event may

the number of Shares withheld exceed the number necessary to satisfy the maximum Federal, state and local income

and employment tax withholding requirements.

1. NO IMPACT ON ADOPTION OF OTHER COMPENSATION PROGRAMS. Nothing contained in this Plan shall prevent the

Board from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is

otherwise required; and such arrangements may be either generally applicable or applicable only in specific cases.

1. GOVERNING LAW. The Plan and Awards granted under the Plan shall be governed by the applicable Code provisions

to the maximum extent possible. Otherwise, the laws of the State of Michigan (without reference to principles of conflicts

of laws) shall govern the operation of, and the rights of Participants under, the Plan and Awards granted hereunder. With

respect to Awards granted to Participants who are foreign nationals or who are employed outside the United States, the

Plan and any rules and regulations relating to the Plan shall be governed by the applicable Code provisions to the

maximum extent possible and otherwise by the laws of the State of Michigan (without reference to principles of conflicts

of laws) and, to the extent that applicable foreign law differs from the Code and Michigan law, in accordance with

applicable foreign law.

1. If any provision of this Plan is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, or would

disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed

or deemed amended to conform to applicable laws or if it cannot be construed or deemed amended without, in the

determination of the Committee, materially altering the intent of the Plan, it shall be stricken and the remainder of the Plan

shall remain in full force and effect.

1. FORFEITURE OF AWARDS.

a. For Section 16 Officers: With respect to each of Perrigo’s current and former executive officers who is or was

designated as an officer of Perrigo in accordance with Rule 16a-1(f) of the Exchange Act (“Section 16 Officer”), any

RSUs, PSUs, Restricted Shares, Performance Shares, Shares, any time-vesting equity award, or other Award

granted, earned, accrued, settled or acquired under the Plan (including Shares acquired through the exercise of

Options and/or Stock Appreciation Rights), and any gains or profits on the sale of such Shares shall be subject to

the Compensation Recovery Policy of Perrigo or any other “clawback” or recoupment policy later adopted by

Perrigo.

b. For all other employees: With respect to each Participant who is not a Section 16 Officer, if Perrigo, as a result of

misconduct, is required to prepare an accounting restatement due to material noncompliance with any financial

reporting requirement under the securities laws, and the Committee determines the Participant either knowingly

engaged in or failed to prevent the misconduct, or the Participant’s actions or inactions with respect to the

misconduct and restatement constituted gross negligence, the Participant shall (i) be required to reimburse Perrigo

for any gain associated with any Option or Stock Appreciation Right exercised during the 12-month period following

the first public issuance or filing with the SEC (whichever first occurred) of the financial document embodying such

financial reporting requirement (the “12-Month Window”), (ii) be required to reimburse Perrigo the amount of any

payment (whether payment is made in cash, Shares or other property, and including any payment with respect to

dividends and/or dividend equivalents) relating to any RSUs, PSUs, Restricted Shares and/or Performance Shares

earned, accrued or settled during the 12-Month Window, and (iii) all outstanding Awards that have not yet been

settled or exercised shall be immediately forfeited. In addition, Shares acquired under the Plan (including Shares

acquired through the exercise of Options and/or Stock Appreciation Rights), and any gains or profits on the sale of

such Shares, shall be subject to any “clawback” or recoupment policy later adopted by Perrigo.

1. RIGHT OF OFFSET. The Company will have the right to offset against its obligation to deliver Shares (or other property or

cash) under the Plan or any Award Agreement any outstanding amounts (including, without limitation, travel and

entertainment or advance account balances, loans, repayment obligations under any Awards, or amounts repayable to

the Company pursuant to tax equalization, housing, automobile or other employee programs) that the Participant then

owes to the Company and any amounts the Committee otherwise deems appropriate pursuant to any tax equalization

policy or agreement. Notwithstanding the foregoing, if an Award provides for the deferral of compensation within the

meaning of Section 409A of the Code, the Committee will have no right to offset against its obligation to deliver Shares

2026 Proxy Statement B-15

Appendix B

(or other property or cash) under the Plan or any Award Agreement if such offset could subject the Participant to the

additional tax imposed under Section 409A of the Code in respect of an outstanding Award.

1. LIMITATION OF LIABILITY. No member of the Committee or any person to whom the Committee delegates its powers,

responsibilities or duties in writing, including by resolution (each such person, a “Covered Person”), will have any liability

to any person (including any Participant) for any action taken or omitted to be taken or any determination made with

respect to the Plan or any Award, except as expressly provided by statute. Each Covered Person will be indemnified and

held harmless by the Company against and from:

a. any loss, cost, liability or expense (including attorneys’ fees) that may be imposed upon or incurred by such

Covered Person in connection with or resulting from any action, suit or proceeding to which such Covered Person

may be a party or in which such Covered Person may be involved by reason of any action taken or omitted to be

taken under the Plan or any Award Agreement, in each case, in good faith and

b. any and all amounts paid by such Covered Person, with the Company’s approval, in settlement thereof, or paid by

such Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered

Person, provided that the Company will have the right, at its own expense, to assume and defend any such action,

suit or proceeding and, once the Company gives notice of its intent to assume the defense, the Company will have

sole control over such defense with counsel of the Company’s choice.

SECTION 17. EFFECTIVE DATE OF PLAN. This amendment and restatement of the Plan shall be effective on the date that it

is approved by Perrigo’s shareholders (the “Effective Date”).

B-16 Perrigo Company

Appendix B

APPENDIX 1

2026 LONG-TERM INCENTIVE PLAN

SUB-PLAN GOVERNING AWARDS TAXABLE IN THE REPUBLIC OF IRELAND

1. GENERAL

1.1 This Appendix 1 establishes a sub-plan (the “Irish Sub-Plan”) to the 2026 Long-Term Incentive Plan (the “Plan”) for

purposes of employees and directors who are either resident in the Republic of Ireland for tax purposes or who are

subject to Irish taxation in relation to their Awards under the Plan and who are granted Restricted Shares that are

intended to meet the requirements of a Clog Scheme under Irish tax law.

All terms that are not otherwise defined herein shall have the same meaning as set forth in the Plan.

2. TERMS OF IRISH SUB-PLAN

2.1. The following definitions shall be inserted into Section 2:

a. “Restricted Share Trust” means the trust established by Perrigo;

b. “Retention Period” in connection with any of a Participant’s Restricted Shares means the period beginning on the

date an award of Restricted Shares is made and ending on the 30 th day after the fifth anniversary of that date, or

such other period (between one year and five years plus 30 days) as the Committee may from time to time

determine with respect to an allocation of Restricted Shares provided always that such period shall be set out in the

Award Agreement relating to such Restricted Shares;

2.2. The definition of Award Agreement in Section 2 shall be deleted and replaced with the following:

a. “Award Agreement” means a written agreement, contract or other instrument in such form as may from time to time

be settled by the Committee which is entered into by Perrigo and a Participant setting out specific contractual terms

restricting the Participant’s ability to deal with or realise value in the Restricted Shares during the designated

Retention Period and signed by both Perrigo and the Participant;

2.3. The definition of Restricted Share in Section 2 shall be deleted and replaced with the following:

a. “Restricted Share” means an Award of Restricted Shares under this Irish Sub-Plan, or (where the context so

requires) any other Award under the Plan (including any sub-plan) whereby the Shares subject to that Award to

which a Participant becomes entitled at grant, vesting, exercise or settlement (as the case may be) are designated

as Restricted Shares for a Retention Period under this Irish Sub-Plan within the meaning of Section 128D(3)(a) of the

Irish Taxes Consolidation Act 1997, such shares also being forfeitable shares in accordance with Section 8(c) as

amended under this Irish Sub-Plan.

2.4. Section 5 shall be deleted and replaced with the following:

SECTION 5. ELIGIBILITY. Any Employee or director of the Company shall be eligible to be selected as a Participant

under the Irish Sub-Plan.

2.5. Section 8 shall be deleted and replaced with the following:

SECTION 8. RESTRICTED SHARES.

a. GRANT OF AWARDS. Restricted Share Awards may be issued hereunder to Participants, for no cash consideration

or for such minimum consideration as may be required by applicable law, either alone or in connection with the

vesting, exercise or settlement (as the case may be) of other Awards granted under the Plan. The provisions of

Restricted Share Awards need not be the same with respect to each recipient. Restricted Share Awards may be

subject to performance criteria in relation to any performance period as the Committee may determine when the

Restricted Share Award is granted.

2026 Proxy Statement B-17

Appendix B

a. REGISTRATION. Any Restricted Shares issued or awarded hereunder shall be held in the Restricted Share Trust for

the duration of the Retention Period and subject to the provisions of the trust deed and Section 128D of the Taxes

Consolidation Act 1997.

b. FORFEITURE. Except as set forth in Section 12 (as amended by the Irish Sub-Plan) or otherwise determined by the

Committee at the time of grant, upon a Participant’s Termination Date for any reason during the Retention Period, all

Restricted Shares still subject to restriction shall be forfeited by the Participant and reacquired by Perrigo

whereupon as a result of the forfeiture the Participant will cease to have any beneficial interest in the Restricted

Shares so forfeited and will not be entitled to receive, directly or indirectly, consideration in money or money's worth

in respect of the forfeited shares in excess if the consideration given by the Participant for the acquisition of the

Restricted Shares. If as a result of any forfeiture of Shares under this Section 8(c) the Participant obtains a refund of

any taxes paid in respect of the award of Restricted Shares, the Participant shall be obliged to return such refund to

Perrigo immediately upon receipt, unless the Committee determines otherwise in its absolute discretion.

c. PERFORMANCE CRITERIA. The Committee shall specify in the Award Agreement the extent to which forfeiture

applies to a Restricted Share Award at the end of the applicable Retention Period as a result of performance criteria

not being achieved, or partially being achieved, in relation to the applicable performance period.

2.6. Section 12(b) shall be deleted and replaced with the following:

a. OPTIONS AND STOCK APPRECIATION RIGHTS. Unless otherwise determined by the Committee with respect to an

Award of Options and Stock Appreciation Rights as provided in the applicable Award Agreement, and subject to the

terms of the Plan, the following provisions shall apply to Options and Stock Appreciation Rights on a Participant’s

Termination Date.

b. DEATH, DISABILITY, RETIREMENT. If the Participant’s Termination Date occurs due to the Participant’s death,

Disability or Retirement the Participant’s outstanding Options and Stock Appreciation Rights shall immediately vest

in full and may thereafter be exercised in whole or in part by the Participant (or the duly appointed fiduciary of the

Participant’s estate or Beneficiary in the case of death, or conservator of the Participant’s estate in the case of

Disability) at any time prior to the expiration of the respective terms of the Options or Stock Appreciation Rights, as

applicable.

c. INVOLUNTARY TERMINATION FOR ECONOMIC REASONS. If the Participant’s Termination Date occurs by reason

of Involuntary Termination for Economic Reasons, the Participant may exercise his or her Options and Stock

Appreciation Rights, to the extent vested, at any time prior to the earlier of (i) the date which is 30 days after the date

which is 24 months after such Termination Date, or (ii) the expiration of the respective terms of the Options or Stock

Appreciation Rights. Any Options or Stock Appreciation Rights that are not vested at such Termination Date, but are

scheduled to vest during the 24-month period following the Termination Date, shall continue to vest during such 24-

month period according to the vesting schedule in effect prior to such Termination Date. Any Options or Stock

Appreciation Rights that are not scheduled to vest during such 24-month period will be forfeited on the Termination

Date. Notwithstanding the foregoing, if the Participant’s Termination Date occurs for a reason that is both described

in this Section 12(b)(2) and in Section 13(a), the special vesting rules described in Section 13(a) shall apply in lieu of

the vesting rules described in this Section 12(b)(2).

d. If the Participant dies after the Termination Date while his or her Options or Stock Appreciation Rights remain

exercisable under this paragraph (2), the duly appointed fiduciary of the Participant’s estate or his or her Beneficiary

may exercise the Options and Stock Appreciation Rights (to the extent that such Options and Stock Appreciation

Rights were vested and exercisable prior to death), at any time prior to the later of the date which is (i) 30 days after

the date which is 24 months after the Participant’s Termination Date, or (ii) 12 months after the date of death, but in

no event later than the expiration of the respective terms of the Options and Stock Appreciation Rights.

e. TERMINATION FOR CAUSE. If the Participant’s Termination Date is for Cause, at the time such notice of termination

is given by the Company the Participant’s right to exercise his or her Options and Stock Appreciation Rights shall

terminate. If within 60 days of a Participant’s Termination Date the Company discovers circumstances which would

have permitted it to terminate the Participant’s employment or service for Cause, such Termination Date shall be

deemed to have occurred for reasons of Cause. Any Shares, cash or other property paid or delivered to the

Participant under the Plan within 60 days of such Termination Date shall be forfeited and the Participant shall be

required to repay such amount to the Company.

B-18 Perrigo Company

Appendix B

f. OTHER TERMINATION OF EMPLOYMENT OR SERVICE. If the Participant’s Termination Date occurs for reasons

other than as described in this Section 12(b), the Participant shall have the right to exercise his or her Options and

Stock Appreciation Rights at any time prior to the earlier of (i) the date which is three months after such Termination

Date, or (ii) the expiration date of the respective terms of the Options or Stock Appreciation Rights, as applicable,

but only to the extent such Option or Stock Appreciation Right, as applicable, was vested prior to such Termination

Date. Any Options or Stock Appreciation Rights which are not vested at such Termination Date shall be forfeited on

the Termination Date.

g. If the Participant dies after the Termination Date while his or her Options or Stock Appreciation Rights remain

exercisable under this paragraph (4), the duly appointed fiduciary of the Participant’s estate or his or her Beneficiary

may exercise the Options or Stock Appreciation Rights (to the extent that such Options or Stock Appreciation Rights

were vested and exercisable prior to death), at any time prior to the earlier of (i) 12 months after the date of death, or

(ii) the expiration of the respective terms of the Options or Stock Appreciation Rights, as applicable.

2.7. A new Section 12(e) shall be inserted as follows:

a. RESTRICTED SHARES. Unless otherwise determined by the Committee with respect to an Award of service-based

vesting Restricted Shares as provided in the applicable Award Agreement, and subject to the terms of the Plan, the

following provisions shall apply to service-based vesting Restricted Shares on a Participant’s Termination Date.

b. DEATH. If the Participant’s Termination Date occurs due to the Participant’s death prior to the end of the Retention

Period applicable to his or her Restricted Shares, the Retention Period with respect to those Restricted Shares shall

lapse.

c. DISABILITY; RETIREMENT. If the Participant’s Termination Date occurs by reason of Disability or Retirement the

Participant may continue to hold those Restricted Shares for the remainder of the Retention Period.

d. INVOLUNTARY TERMINATION FOR ECONOMIC REASONS. If the Participant’s Termination Date occurs by reason

of Involuntary Termination for Economic Reasons within 24 months of the end of the Retention Period applicable to

his or her Restricted Shares, the Participant may continue to hold those Restricted Shares for the remainder of the

Retention Period. If the Participant’s Termination Date occurs by reason of Involuntary Termination for Economic

Reasons more than 24 months before the end of the Retention Period applicable to his or her Restricted Shares

those Restricted Shares will be forfeited on the Termination Date. Notwithstanding the foregoing, if the Participant’s

Termination Date occurs for a reason that is both described in this Section 12(e)(3) and in Section 13(a), the special

vesting rules described in Section 13(a) shall apply in lieu of the vesting rules described in this Section 12(e)(3).

e. TERMINATION FOR CAUSE. If the Participant’s Termination Date is for Cause, at the time such notice of termination

is given by the Company the Participant’s Restricted Shares will be forfeited. If within 60 days of a Participant’s

Termination Date the Company discovers circumstances which would have permitted it to terminate the Participant’s

employment or service for Cause, such Termination Date shall be deemed to have occurred for reasons of Cause.

Any Shares, cash or other property paid or delivered to the Participant under the Plan within 60 days of such

Termination Date shall be forfeited and the Participant shall be required to repay such amount to the Company.

f. OTHER TERMINATION OF EMPLOYMENT OR SERVICE. If the Participant’s Termination Date occurs for reasons

other than as described in this Section 12(d), the Participant's Restricted Shares will be forfeited on the Termination

Date unless the Committee determines that the Participant may continue to hold his or her Restricted Shares for the

remainder of the Retention Period applicable to those Restricted Shares.

2026 Proxy Statement B-19

Appendix B

APPENDIX 2

2026 LONG-TERM INCENTIVE PLAN

CONSULTANT AND NON-EMPLOYEE DIRECTOR SUB-PLAN

1. GENERAL

1.1. This Appendix 2 establishes a sub-plan (the “Consultant and NED Sub-Plan”) to the 2026 Long-Term Incentive Plan (the

“Plan”) for awards granted to non-employee directors and consultants. In order to reflect that Awards granted under the

Plan are granted under an “employees’ share scheme” as defined under Irish tax law, (a) references to directors and

consultants have been removed from the Plan, and (b) this Appendix 2 establishes a sub-plan for the purpose of

granting Awards to Consultants and Non-Employee Directors (as defined below) of Perrigo Company plc and its

Affiliates.

1.2. All terms that are not otherwise defined herein shall have the same meaning as set forth in the Plan.

2. TERMS OF CONSULTANT AND NED SUB-PLAN

2.1. This Consultant and NED Sub-Plan is hereby established as a sub-plan to the Plan. The provisions of the Plan shall apply

in their entirety to awards made under this Consultant and NED Sub-Plan save and except only as set out in Rules 2.2 to

2.6 below.

2.2. Definitions

a. The following definitions shall be inserted for the purposes of the Consultant and NED Sub-Plan:

“Consultant” means a consultant, adviser or other natural person retained by the Company to render significant

services to the Company.

“Non-Employee Director” means a director of the Company who is not an active employee of the Company.

b. The following terms as defined in the Plan shall be deleted and replaced with the following for the purposes of the

Consultant and NED Sub-Plan:

“Participant” means any person who is a Consultant or Non-Employee Director.

“Retirement” means a Participant’s Termination Date which occurs (i) pursuant to a voluntary early retirement

program approved by the Board or the Committee, (ii) after attaining age 65, or (iii) after attaining age 60 with five or

more years of service with the Company. For this purpose, a year of service shall be a completed 12-month period

of service beginning on the first day of the Participant’s service with the Company as a Non-Employee Director or

Consultant, or an anniversary of such date.

“Termination Date” means the date that a Participant both ceases to be a Non-Employee Director or Consultant and

ceases to perform any material services for the Company, including, but not limited to, advisory or consulting

services or services as a member of the Board.

2.3. Section 3(a) of the Plan is amended by the addition of the following sentence at the end of that clause:

a. Decisions of the Committee in respect of the Consultant and NED Sub-Plan shall be final, conclusive and binding

upon all persons including the Company, any Participant, and shareholder and any Consultant and Non-Employee

Director.

2.4. Section 4(c) of the Plan is amended so that the first sentence reads as follows:

a. No individual Consultant may be granted Awards in any one calendar year with a value in excess of $1,000,000, and

no individual Non-Employee Director may be granted Awards in any one calendar year with a value in excess of

$1,000,000, with the value of any equity-based awards based on the accounting grant date value of such award

(except that, for any year in which a Consultant or Non-Employee Director first commences service as a consultant

of the Company or service on the Board, respectively, such $1,000,000 limit will not apply).

B-20 Perrigo Company

Appendix B

2.5. Section 5 of the Plan is amended by replacing it with the following:

SECTION 5. ELIGIBILITY. Any Non-Employee Director or Consultant shall be eligible to be selected as a Participant.

Awards may be granted Non-Employee Directors or Consultants of the Company or Affiliates who are foreign nationals or

who are resident or taxable on the Award outside the United States, or both, on such terms and conditions different from

those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable in order to recognize

differences in local law or tax policy. The Committee also may impose conditions on the exercise or vesting of Awards in

order to minimize the Company’s obligation with respect to tax equalization for Participants on assignments outside their

home country.

2.6. Section 6(d) of the Plan is amended by the addition of the following sentence at the end of that clause:

Payment of the option price of any Option granted to a Consultant or Non-Employee Director shall be settled only in

accordance with a method that is in compliance with applicable Irish company law.

2.7. Section 16(b) of the Plan is amended by deleting the words “Employee or” and “Employees or” from the first sentence.

2.8. Section 16(g) of the Plan is amended by the addition of the following sentence at the end of that clause:

Withholding taxes applicable to any Awards to a Consultant or Non-Employee Director shall be settled only in

accordance with a method that is in compliance with applicable Irish company law.