UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

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Amneal Pharmaceuticals, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
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Notice of 2024

Annual Meeting of Stockholders
and Proxy Statement

You are cordially invited to attend the Amneal Pharmaceuticals, Inc. 2024 Annual Meeting of Stockholders.

THURSDAY, MAY 2, 2024

9:00 a.m., Eastern Daylight Time

Virtual Meeting at www.virtualshareholdermeeting.com/AMRX2024

Items to be Voted On

Elect as directors the 11 nominees named in the accompanying proxy statement;

Approve the compensation of our named executive officers on an advisory basis;

Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2024; and

Transact such other business as may properly come before the annual meeting or any adjournment or postponement of the meeting.

Record Date

You are eligible to vote if you were a stockholder of record at the close of business on March 11, 2024. A list of stockholders of record will be made available to stockholders during the meeting at www.virtualshareholdermeeting.com/AMRX2024 when you enter your 16-Digit Control Number.

Voting

Your vote is important, and you are invited to attend the annual meeting. Whether or not you expect to attend the annual meeting, we encourage you to vote as soon as possible. To ensure your shares are voted, you may vote your shares in advance of the meeting over the internet, by telephone or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction card. Voting over the internet, by telephone or by mail will ensure your representation at the annual meeting regardless of whether you attend the meeting.

Virtual Annual Meeting

We are once again hosting a virtual meeting this year. The live audio webcast will be available at www.virtualshareholdermeeting.com/AMRX2024.

This proxy statement and the related materials are first being distributed or made available to stockholders on or about March 22, 2024.

By Order of the Board of Directors,

Jason B. Daly

Senior Vice President, Chief Legal Officer & Corporate Secretary

Bridgewater, New Jersey
March 22, 2024


Review your proxy statement and vote in advance of the meeting in one of three ways:


INTERNET	BY TELEPHONE	BY MAIL
Visit the website on your proxy card	Call the telephone number on your proxy card	Sign, date and return your proxy card in the enclosed envelope

Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 2, 2024: The notice of annual meeting, this proxy statement and our annual report on Form 10-K for the fiscal year ended December 31, 2023 are available at www.proxyvote.com.

To

Our Fellow Stockholders, Stakeholders and Colleagues,

Chintu Patel

Co-Founder, Co-Chief
Executive Officer,
and Director

Chirag Patel

Co-Founder, Co-Chief
Executive Officer,
President and Director

2023 was a robust year of growth, outstanding execution, and further diversification of our business as we expanded in new high growth areas. We are a diversified and growing pharmaceutical company across Retail, Injectables, Biosimilars, Specialty, Distribution and International. Our company’s mission centers on improving access to affordable, high-quality, and innovative medicines across these areas. We are extremely proud of our colleagues, and the passion they bring in delivering value as We make healthy possible.

2023 Highlights

Across Amneal, notable accomplishments in 2023 included:

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

•	Delivered continued growth in key Specialty products, including RYTARY^®and UNITHROID^®, added ONGENTYS^®to expand our portfolio, and continued to advance our Specialty pipeline, including IPX203 for the treatment of Parkinson’s Disease;
•	Drove continued, strong double-digit growth in our durable AvKARE distribution business in the U.S.; and
•	Expanded our international presence as we launched three new business areas in India: Opthalmology, Diagnostics and Oncology, received approval for our first products in China and finalized numerous global partnerships for distributing our medicines.

These achievements contributed to strong 2023 performance and financial results, highlighted by revenue growth of 8% in 2023, and reflects durable growth as the top line has grown consistently each year since 2019.

We believe the Company’s balance sheet is strong as we successfully refinanced our debt and extended maturities to 2028. In addition, we reorganized our corporate structure, which is expected to drive significant cash savings for the Company.

Making Healthy Possible and Accessible Through Corporate Responsibility

At Amneal, we understand our important role in the healthcare sector and society at large. Our mission statement “We make healthy possible” transcends our offering of high-quality, accessible medicines to building healthy communities and a healthy planet. As a company, our deep commitment to safeguarding the environment and serving humanity ensures we are building a resilient business well into the future.

We bring this vision to life in part through our diversity and inclusion programming that nurtures the best and brightest in global talent. We are deepening our portfolio of innovative products to help address unmet therapeutic needs. We are

directing our strong R&D capabilities to create more affordable generics of complex products that help more patients access essential medicines. We routinely assess and optimize our manufacturing operations to reduce our greenhouse gas emissions. We contribute to stronger health outcomes across our local communities in the U.S., India and Ireland through aligned non-profit partnerships, corporate philanthropy efforts and employee volunteerism.

We invite you to read Amneal Pharmaceuticals’ “At a Glance,” which follows this letter and describes what we do and how we improve access to medications for patients around the world while creating long-term value for our stockholders.

We also encourage you to read the pages of this proxy statement to inform your voting decisions. We ask for your voting support and welcome you to communicate with us via the various means described in this proxy statement.

Sincerely,

Chintu Patel

Co-Founder, Co-CEO and Director

Chirag K. Patel

Co-Founder, Co-CEO, President and Director

March 22, 2024

AMNEAL PHARMACEUTICALS’ INC. AT-A-GLANCE

WHAT DO WE DO?

We founded Amneal Pharmaceuticals, Inc. (“Amneal” or the “Company”) in 2002 to provide access to affordable medicines. Amneal is a global, vertically integrated, and diversified pharmaceuticals company. We provide over 7,700 high-quality jobs and help consumers obtain access to the medicines they need.

WHAT IS OUR STRATEGY?

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

•	Operating large-scale, in-house best-in-class manufacturing facilities globally;
•	Creating a carefully funded research and development platform to feed a large and diverse pipeline of over 160 pipeline programs to supplement our current portfolio of more than 270 marketed commercial products;
•	Executing on a strategy to steadily move up the value chain to more complex and difficult-to-manufacture products that offset the steady erosion of our base Generics business and that have higher barriers to entry and more defensible revenue streams, including:
	•	Our move into biosimilars and sterile injectables, which typically have more durable revenue streams with institutional customers;
	•	Our participation in the federal healthcare sector through AvKARE, which diversifies our channel mix;
	•	Our Specialty segment, which benefits from a truly differentiated platform in neurology and endocrinology that helps us serve large populations with unmet needs and leverage our existing commercial infrastructure; and
	•	Our accelerating entry into key international markets including Europe, Asia-Pacific and other opportunistic emerging markets helping us strengthen the value of our high-value portfolio products in new ways;
•	Maintaining collaborative relationships with regulators and sustaining an excellent track record within the industry, with no major observations at our sites to date;
•	Steadily broadening our scientific and industry expertise through management of and partnership with adjacent life-sciences areas;
•	Making strategic acquisitions in adjacent life sciences areas to enable continual and rapid pivoting and learning; and
•	Responding to an evolving global regulatory environment that requires increased corporate disclosure of climate and business risks by:
	•	Preparing the company for disclosing its global environmental footprint, which has involved the introduction of a new carbon accounting software for tracking scope 1 and scope 2 greenhouse gas emissions in all of our global manufacturing operations;
	•	Increasing governance around climate and business risk through oversight of our Board of Directors and its committees, a cross-functional internal taskforce, and rigorous data management processes and approvals; and
	•	Reporting on our corporate impact via our annual 2023 Environmental, Social and Governance (“ESG”) report. The report was tracked against the United Nations Sustainable Development Goals and the Sustainability Accounting Standards Board Biotechnology and Pharmaceuticals Standard.

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

WHAT DIFFERENTIATES AMNEAL PHARMACEUTICALS?

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

Table

of Contents

Corporate Governance	10
Corporate Structure, Reorganization and Transfer of Listing Exchange	10
Stockholders Agreement	10
Code of Business Conduct; Corporate Governance Guidelines; Board Committee Charters	12
Controlled Company Status	12
Board Leadership Structure	12
Meetings of the Board of Directors	13
Communication with the Board of Directors; Director Attendance at Annual Meetings	13
Director Independence	13
Committees of the Board of Directors	14
The Board’s Role in Risk Oversight	16
Director Nominations	17
Director Compensation	18

Proposal 1 Election of Directors	20
Introduction	20
Director Nominees	20
Required Vote	27
Recommendation of the Board of Directors	27

Our Management	28
Executive Officers and Directors	28

Executive Compensation	31
Compensation Discussion and Analysis	31
Executive Summary	31
Role of the Compensation Committee	33
Role of Our Co-Chief Executive Officers in Compensation Decisions	34
Peer Group Surveys and the Role of Our Compensation Consultant	34
Components of Executive Compensation	35
Consideration of 2023 Say-on-Pay Vote	39
Accounting and Tax Considerations	39
Executive Compensation Clawback Policy	39
Stock Ownership Guidelines for Executive Officers	40
Anti-Hedging Policy	40
Report of the Compensation Committee	40
Summary Compensation Table	41
Grants of Plan Based Awards in 2023	42
Outstanding Equity Awards at December 31, 2023	43
2023 Option Exercises and Stock Vested	44
Management Employment & Separation Agreements	44
Severance Plan	46
Potential Payments Upon Termination or Change in Control	47

Pay Ratio Disclosure	49

Pay Versus Performance Disclosure	50
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)	52
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income	53
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA	54
Tabular List of Most Important Financial Performance Measures	54

Proposal 2 Advisory Vote on Executive Compensation	55
Introduction	55
Required Vote	55
Recommendation of the Board of Directors	55

Security Ownership of Certain Beneficial Owners and Management	56
Beneficial Ownership	56

Certain Related Parties and Related Party Transactions	58
Review and Approval of Related Party Transactions	58
Related Party Transactions	58

Report of the Audit Committee	64

Proposal 3 Appointment of Independent Registered Public Accounting Firm	65
Introduction	65
Independent Registered Public Accounting Firm Fees	65
Required Vote	66
Recommendation of the Board of Directors	66

Other Matters	67

About the Meeting	68

Additional Information	72
Stockholder Proposals for Inclusion in Our 2025 Annual Meeting Proxy Statement and Proxy Card	72
Director Nominations and Other Proposals to Be Presented at Our 2025 Annual Meeting	72
Householding	72

Appendix A Non-GAAP Financial Measures	73
Non-GAAP Financial Measures	73
Reconciliation of Net Loss to Adjusted Net Income and Calculation of Adjusted Diluted EPS	74
Reconciliation of Net Loss to EBITDA and Adjusted EBITDA	75
Reconciliation of Gross Leverage and Net Leverage	76

•	Amneal Group Directors. Six directors, including the Chairman of the Board, were designated by the Amneal Group. The directors designated by the Amneal Group, three of whom qualify as and are considered independent under Nasdaq rules, are referred to herein as the “Amneal Group Directors.”
•	Non-Amneal Group Directors. Five directors were designated as the Company Independent Directors (as defined in the Stockholders Agreement). The directors not designated by the Amneal Group are referred to herein as the “Non-Amneal Group Directors.”

www.amneal.com		AMNEAL PHARMACEUTICALS, INC. \| 2024 Proxy Statement		10

•	amend, modify, or repeal any provision of the Company’s Certificate of Incorporation or Bylaws in a manner that adversely impacts any Amneal Group member;
•	effect any change in the authorized number of directors, except pursuant to the Stockholders Agreement;
•	create or reclassify any new or existing class or series of capital stock to grant rights, preferences, or privileges with respect to voting, liquidation, redemption, conversion or dividends that are senior to or on parity with those of the shares held by the Amneal Group; or
•	consummate any transaction as a result of which (a) more than 50% of the outstanding shares of the Company will be beneficially owned by any persons other than Amneal Group members and (b) any Amneal Group member receives an amount or form of consideration different from that which is granted to other holders of the Company’s shares.

•	the director must meet the bright-line independence tests under Nasdaq rules; and
•	the Board must affirmatively determine that the director otherwise has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilties of a director.

•	meets the independence standards under the rules of Nasdaq;
•	is a non-Amneal Group Director;
•	is not a current or former member of the Board of Directors of any Amneal Group member or its affiliates or officer or employee of any Amneal Group member or its affiliates;
•	does not have and has not had any other material relationship with the Company or its affiliates; and
•	is designated as a “Company Independent Director.”

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

•	review and oversee the Company’s overall compensation philosophy and oversee the development and implementation of compensation programs aligned with the Company’s business strategy;
•	review and make recommendations to the Board in overseeing the compensation of the Company’s directors and Co-Chief Executive Officers and review and approve the compensation of the Company’s other executive officers;
•	review and approve or make recommendations to the Board regarding the Company’s annual cash incentive program and equity-based plan and arrangements;

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

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

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

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

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

Annual Cash Retainer		$75,000
Annual Equity Grant
Restricted stock units (target value)		$250,000/$350,000 for Chairman
Vesting Schedule		1 year cliff vesting
Additional Cash Fees for Committee Service
Audit Committee (Chair/Member)		$25,000/$15,000
Compensation Committee (Chair/Member)		$20,000/$10,000
Nominating and Corporate Governance Committee (Chair/Member)		$15,000/$7,500
Conflicts Committee (Chair/Member)		$25,000/$15,000

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

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

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


CHIRAG PATEL Age 57 Co-Chief Executive Officer and President		EMILY PETERSON ALVA Age 49

Chirag Patel has served as Co-Chief Executive Officer, President and director of the Company since August 2019. Mr. Patel served as a Co-Chairman of the Board from May 2018 to August 2019, and previously was Co-Founder of Amneal and served as Co-Chairman and Co-Chief Executive Officer of Amneal from 2005 to October 2017. With his brother, Chintu Patel, Mr. Patel has also invested in several independent biopharmaceutical companies including Asana Biosciences, Kashiv Biosciences and Prolong Pharmaceuticals, each of which specializes in innovative science and drug delivery technologies and Mr. Patel serves on the board of each of these companies. Earlier in his career, Mr. Patel co-founded technology companies NextGen Technologies and Veriprise Wireless. Mr. Patel also serves as a Managing Trustee for the Liberty Science Center of New Jersey, and a Trustee for the Foundation for Morristown Medical Center. He is also a recipient of the 2011 Ernst & Young National Entrepreneur of the Year Life Sciences Award^®. Mr. Patel supports various philanthropic causes and, together with his wife, Priti Patel, established the Niswarth International Foundation in 2013. The Foundation aims to bring fresh water, sanitation, nutrition and education to underprivileged children. Mr. Patel received his bachelor’s degrees in Commerce from H.A. College of Commerce, India, and in Business Administration from New Jersey City University. He also holds an honorary Doctorate of Humane Letters from New Jersey City University in recognition of his efforts to serve others. Skills and Qualifications: • CEO, General Management, Commercial • Corporate Development, Business Development, M&A • Investment, Venture Capital • International • Regulatory		Emily Peterson Alva is an experienced corporate board member and an accomplished finance and strategy executive. Ms. Alva has distinguished herself as a financial, strategic, and business advisor to boards and leadership teams across industries. Over more than twenty five years, Ms. Alva has advised some of the world’s largest public and private companies facing complex strategic decisions, and led the resulting wide range of M&A transactions that followed. Ms. Alva served as an investment banker at Lazard, a global leader in financial advisory and M&A, where she worked from 1997 to 2013, most recently as an M&A Partner. Today, Ms. Alva is a strategic advisor to the CEO and the Board of Constellis, a defense contractor and provider of global security solutions, a role she has held since 2021. Ms. Alva is also currently on the corporate boards of Alkermes plc, a public pharmaceutical company, and Robotic Research, LLC, a private autonomous vehicle technology company serving defense and commercial markets. Ms. Alva is also on the nonprofit board of the Mission Society of New York City, a foundational charity in New York history, providing economic and educational support to children and families over more than two centuries. Ms. Alva received a B.A. in Economics from Barnard College, Columbia University. Skills and Qualifications: • M&A, Complex Transactions and Corporate Development • Capital Structure, Corporate Finance and Capital Allocation • Strategy and Corporate Governance


DEB AUTOR Age 57		J. KEVIN BUCHI Age 68

Deb Autor is CEO of Healthcare Innovation Catalysts, a provider of regulatory affairs, clinical advisory, quality, compliance, federal partnership, and strategic advisory services to global life sciences organizations; and Chair of the Board of the FDA Alumni Association. Ms. Autor has also served as a Scientific Advisory Council Member of the Centre for Innovation in Regulatory Science and as a Board Member of the Antimicrobial Resistance Industry Alliance, the United States Pharmacopoeia Quality Institute, and the Parenteral Drug Association. From 2019-2021, Ms. Autor was Global Head of Regulatory Excellence at AstraZeneca, where she led multiple regulatory functions for all AstraZeneca products globally. Before joining AstraZeneca, Ms. Autor served at Mylan N.V. from 2013-2019, where she was Head of Strategic Global Quality and Regulatory Policy and Head of Global Quality. Ms. Autor was a senior leader at FDA from 2001-2013, most recently as Deputy Commissioner for Global Regulatory Operations and Policy where she oversaw all FDA inspections, criminal investigations and international operations for human and veterinary drugs, biologics, medical devices, tobacco and food. Before that, Ms. Autor served as Director of the Office of Compliance of the Center for Drug Evaluation and Research, leading enforcement and policy making for compliance with all drug requirements, including drug approval; current good manufacturing practices (GMP); human subject protection and bioresearch monitoring (GCP); import and export; and recalls. Before joining FDA, Ms. Autor was a Trial Attorney in the Office of Consumer Litigation of the U.S. Department of Justice, where she litigated civil and criminal cases on behalf of FDA. Skills and Qualifications: • General Management • Biosciences, Pharmaceuticals • Regulatory • Compliance • Legal		J. Kevin Buchi has served on our Board of Directors since the Combination. He previously served as the CEO and a member of the board of directors of Biospecifics Technologies Corp., a biopharmaceutical company from October 2019 until April 2020. He previously served as Impax’s Interim President and Chief Executive Officer from December 2016 until March 2017, and as a member of the board of directors of Impax from 2016 until the completion of the Combination. From August 2013 to December 2016, Mr. Buchi served as President and CEO and a member of the board of directors of TetraLogic Pharmaceuticals Corporation, a biopharmaceutical company, whose assets were subsequently acquired by Medivir AB in December 2016. Prior to TetraLogic Pharmaceuticals, Mr. Buchi served as Corporate Vice President, Global Branded Products of Teva Pharmaceutical Industries Ltd., from October 2011 to May 2012. Prior to Teva, Mr. Buchi served as CEO of Cephalon, Inc., which was subsequently acquired by Teva, from December 2010 to October 2011, and held various positions at Cephalon, including Chief Operating Officer from January 2010 to December 2010 and Chief Financial Officer from 1996 to 2009. From September 2020 until March 2021, Mr. Buchi served as director and chairman of the Audit Committee of Ziopharm Oncology Inc. Since April 2013, Mr. Buchi has served as a director and member of the remuneration and nominating committee, and audit committee of the board of Benitec Biopharma Ltd., a biotechnology company headquartered in Australia. Since November 2021 he has served as a director of Ampeo Pharmaceuticals. From August 2018 until December 2021, Mr. Buchi served as a director and chairman of the board of Dicerna Pharmaceuticals. Mr. Buchi previously served as a director of Ziopharm Oncology. Mr. Buchi received his BA degree from Cornell University and a Masters of Management degree from the J.L. Kellogg Graduate School of Management at Northwestern University. Mr. Buchi’s extensive experience as a senior executive and board member in the pharmaceutical industry provides the Board with unique insights into our business. Skills and Qualifications: • CEO, General Management, Commercial • Corporate Development, Business Development, M&A • Finance and Accounting • International

Name	Age	Position
Chintu Patel	52	Co-Chief Executive Officer, Director
Chirag Patel	57	Co-Chief Executive Officer and President, Director
Andrew Boyer	58	Executive Vice President, Chief Commercial Officer-Generics
Anastasios Konidaris	57	Executive Vice President, Chief Financial Officer
Jason B. Daly	50	Senior Vice President, Chief Legal Officer and Corporate Secretary
Nikita Shah	46	Executive Vice President, Chief Human Resources Officer
Paul Meister	71	Chairman of the Board of Directors
Emily Peterson Alva	49	Director
Deb Autor	57	Director
J. Kevin Buchi	68	Director
Jeff George	50	Director
John Kiely	65	Director
Ted Nark	65	Director
Gautam Patel	51	Director
Shlomo Yanai	71	Director

Notice of 2024

To

Safe Harbor Statement

Corporate Governance

Corporate Structure, Reorganization and Transfer of Listing Exchange

Stockholders Agreement

Board Composition

Board Committees

Amneal Group Agreement to Vote

Amneal Group Consent Rights

Bylaws Amendments

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

Controlled Company Status

Board Leadership Structure

Meetings of the Board of Directors

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

Director Independence

Committees of the Board of Directors

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Conflicts Committee

The Board’s Role in Risk Oversight

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Conflicts Committee

Cybersecurity

Director Nominations

Board and Organizational Diversity

Director Compensation

Director Stock Ownership Guidelines

Proposal 1 Election of Directors

Introduction

Director Nominees

Required Vote

Recommendation of the Board of Directors

Our Management

Executive Officers and Directors

Executive Compensation

Compensation Discussion and Analysis

Executive Summary

Role of the Compensation Committee

Role of Our Co-Chief Executive Officers in Compensation Decisions

Peer Group Surveys and the Role of Our Compensation Consultant

Components of Executive Compensation

Base Salaries

Annual and Long-Term Incentive Awards

Annual Performance-Based Cash Incentive Compensation

Long-Term Incentive Compensation

Other Compensation and Benefits

Executive Severance and Change in Control Severance Benefits

Consideration of 2023 Say-on-Pay Vote

Accounting and Tax Considerations

Executive Compensation Clawback Policy

Stock Ownership Guidelines for Executive Officers

Anti-Hedging Policy

Report of the Compensation Committee

Summary Compensation Table

Grants of Plan Based Awards in 2023

Outstanding Equity Awards at December 31, 2023

2023 Option Exercises and Stock Vested

Management Employment & Separation Agreements

Andrew Boyer

Anastasios Konidaris

	TABLE OF CONTENTS

	Executive Summary		31
	Role of the Compensation Committee		33
	Role of Our Co-Chief Executive Officers in Compensation Decisions		34
	Peer Group Surveys and the Role of Our Compensation Consultant		34
	Components of Executive Compensation		35
	Base Salaries		35
	Annual and Long-Term Incentive Awards		35
	Annual Performance-Based Cash Incentive Compensation		36
	Long-Term Incentive Compensation		37
	Other Compensation and Benefits		39
	Executive Severance and Change in Control Severance Benefits		39
	Consideration of 2023 Say-on-Pay Vote		39
	Accounting and Tax Considerations		39
	Executive Compensation Clawback Policy		39
	Stock Ownership Guidelines for Executive Officers		40
	Anti-Hedging Policy		40
	Report of the Compensation Committee		40

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

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

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

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

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

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

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

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

	Company Performance Component of Annual Bonus Award as a Percentage of Base Salary
Name	Threshold	Target	Maximum
Chirag Patel	25%	100%	150%
Chintu Patel	25%	100%	150%
Anastasios Konidaris	13.75%	55%	82.5%
Andrew Boyer	20%	80%	120%
Nikita Shah	13.75%	55%	82.5%
Jason Daly	12.5%	50%	75%

SEC Form DEF 14A filed by Amneal Pharmaceuticals Inc.