AMNEAL PHARMACEUTICALS, INC. - DEF 14A

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

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

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):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of 2025

Annual Meeting of Stockholders
and Proxy Statement

You are cordially invited to attend the Amneal Pharmaceuticals, Inc. 2025 Annual Meeting of Stockholders.

TUESDAY, MAY 6, 2025

9:00 a.m., Eastern Daylight Time

Virtual Meeting at www.virtualshareholdermeeting.com/AMRX2025

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;

Conduct an advisory vote on the frequency of future “say on pay” votes;

Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2025; 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 14, 2025. A list of stockholders of record will be made available to stockholders during the meeting at www.virtualshareholdermeeting.com/AMRX2025 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/AMRX2025.

This proxy statement and the related materials are first being distributed or made available to stockholders on or about March 25, 2025.

By Order of the Board of Directors,

Jason B. Daly

Executive Vice President, Chief Legal Officer & Corporate Secretary

Bridgewater, New Jersey
March 25, 2025


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 6, 2025: The notice of annual meeting, this proxy statement and our annual report on Form 10-K for the fiscal year ended December 31, 2024 are available at www.proxyvote.com.

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

2024 was an excellent year of strong performance and growth across our business with impactful new launches. Amneal is a diversified and growing biopharmaceutical company across each of our three business segments: Specialty, Affordable Medicines (including Biosimilars, Retail, Injectables, and International) and AvKARE’s distribution business. Since our founding in 2002, our mission has centered on improving access to affordable, high-quality, and innovative medicines. We are proud of the impact we had in 2024 as we continue to expand in the most impactful and innovative areas of pharmaceuticals. Looking forward, we are focused on continuing to deliver value for all of our stakeholders.

2024 Highlights

Across Amneal, notable accomplishments in 2024 included:

•	U.S. Federal Drug Administration approval and launch of CREXONT^®for Parkinson’s disease to advance the standard of care for treating patients;
•	Signed collaboration with Metsera to develop, manufacture and commercialize new weight loss and obesity medicines globally;

•	Continued uptake of our first three biosimilars (ALYMSYS^®, RELEUKO^®and FYLNETRA^®) and added three more programs (2 denosumab and omalizumab) to our biosimilar pipeline;
•	Launched over ten new injectable products, including our first three ready-to-use 505(b)(2) injectables, which eliminate medication preparation steps for hospitals and institutions;
•	Drove double-digit revenue growth in our Affordable Medicines segment, driven by complex products and new launches;
•	Delivered double-digit revenue growth in our Specialty segment, driven by RYTARY^®, UNITHROID^®, ONGENTYS^®and CREXONT^®, while advancing our pipeline, including a DHE autoinjector; and
•	Drove continued, strong double-digit revenue growth in our durable AvKARE segment driven by impactful new launches in the U.S.

These achievements contributed to strong 2024 financial performance, highlighted by 17% revenue growth. Since 2019, the Company has driven top-line growth each year, which reflects the diversity of the portfolio and durability of the business. Driven by consistent revenue growth and cash generation, the Company’s balance sheet as of fiscal year-end is strong. During 2024, we paid down $182 million in debt and reduced net leverage to our lowest levels yet.

Making Healthy Possible and Accessible for All

At Amneal, we believe that our Company’s mission of providing access to high-quality and innovative medicines is about building healthy communities and a healthy planet. We have a deep commitment to safeguarding the environment and serving humanity to ensure that we are building a resilient business well into the future.

We bring this vision to life in part through our belonging 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 R&D expertise to create new complex products that help improve patient access. We continuously optimize our manufacturing operations to reduce our emissions. We contribute to stronger health outcomes across our local communities through our partnerships, corporate philanthropy and volunteerism.

We invite you to read Amneal Pharmaceuticals’ “At a Glance,” which describes what we do and how we improve access to medications for patients around the world. We encourage you to read the pages of this proxy statement and we welcome your continued support as “We make healthy possible” together.

Sincerely,

Chintu Patel

Co-Founder, Co-CEO and Director

Chirag K. Patel

Co-Founder, Co-CEO, President and Director

March 25, 2025

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 pharmaceutical company that develops, manufactures, markets and distributes a diverse portfolio of essential medicines. We provide over 8,100 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 130 pipeline programs to supplement our current portfolio of more than 280 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 Affordable Medicines 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 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 environmental and social risks and opportunities by:

	•	Conducting a double materiality assessment, assessing for gaps and expanding the collection of data related to our environmental footprint and greenhouse gas emissions;
	•	Increasing governance around environmental and social 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 2024 Environmental, Social and Governance (“ESG”) report. The report was tracked against the United Nations Sustainable Development Goals, the Sustainability Accounting Standards Board Biotechnology and Pharmaceuticals Standard and the Global Reporting Initiative.

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 Listing Exchange	10
Stockholders Agreement	10
Code of Business Conduct; Corporate Governance Guidelines; Board Committee Charters	12
Insider Trading Policies and Procedures	12
Controlled Company Status	12
Board Leadership Structure	13
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
Board Self-Evaluation	16
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
Role of Our Compensation Consultant	34
Components of Executive Compensation	35
Consideration of 2024 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
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-public Information	40
Report of the Compensation Committee	40
Summary Compensation Table	41
Grants of Plan Based Awards in 2024	42
Outstanding Equity Awards at December 31, 2024	43
2024 Option Exercises and Stock Vested	44
Management Employment & Separation Agreements	44
Severance Plan	47
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

Proposal 3 Advisory Vote on the Frequency of Future “Say on Pay” Votes	56
Introduction	56
Required Vote	56
Recommendation of the Board of Directors	56

Security Ownership of Certain Beneficial Owners and Management	57
Beneficial Ownership	57

Certain Related Parties and Related Party Transactions	59
Review and Approval of Related Party Transactions	59
Related Party Transactions	59

Report of the Audit Committee	65

Proposal 4 Appointment of Independent Registered Public Accounting Firm	66
Introduction	66
Independent Registered Public Accounting Firm Fees	66
Required Vote	67
Recommendation of the Board of Directors	67

Other Matters	68

About the Meeting	69

Additional Information	73
Stockholder Proposals for Inclusion in Our 2026 Annual Meeting Proxy Statement and Proxy Card	73
Director Nominations and Other Proposals to Be Presented at Our 2026 Annual Meeting	73
Householding	73

Appendix A Non-GAAP Financial Measures	74
Non-GAAP Financial Measures	74
Reconciliation of Net Loss to Adjusted Net Income and Calculation of Adjusted Diluted EPS	75
Reconciliation of Net Loss to EBITDA and Adjusted EBITDA	76
Calculation of Gross Leverage and Net Leverage	78

	•	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. \| 2025 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 responsibilities 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 by the Conflicts Committee 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 compliance 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, which includes human capital management and health and safety;
	•	develop and recommend to the Board a set of Corporate Governance Guidelines; and
	•	oversee the required annual 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.

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⁾	$	86,909	$	250,002	$	336,911
Deborah Autor⁽²⁾	$	115,000	$	250,002	$	365,002
J. Kevin Buchi⁽³⁾	$	139,167	$	250,002	$	389,169
Jeff George⁽⁴⁾	$	125,000	$	250,002	$	375,002
John Kiely⁽⁵⁾	$	130,000	$	250,002	$	380,002
Paul Meister⁽⁶⁾	$	100,000	$	350,002	$	450,002
Ted Nark⁽⁷⁾	$	102,500	$	250,002	$	352,502
Gautam Patel⁽⁸⁾	$	75,000	$	250,002	$	325,002
Shlomo Yanai⁽⁹⁾	$	110,000	$	250,002	$	360,002

	(1)	As of December 31, 2024, Ms. Alva had 40,258 RSUs outstanding and 53,021 options outstanding.
	(2)	As of December 31, 2024, Ms. Autor had 40,258 RSUs outstanding.
	(3)	As of December 31, 2024, Mr. Buchi had 40,258 RSUs outstanding and 81,397 options outstanding.
	(4)	As of December 31, 2024, Mr. George had 40,258 RSUs outstanding and 28,506 options outstanding.
	(5)	As of December 31, 2024, Mr. Kiely had 40,258 RSUs outstanding.
	(6)	As of December 31, 2024, Mr. Meister had 56,361 RSUs outstanding and 115,156 options outstanding.
	(7)	As of December 31, 2024, Mr. Nark had 40,258 RSUs outstanding and 53,021 options outstanding.
	(8)	As of December 31, 2024, Mr. Patel had 40,258 RSUs outstanding and 53,021 options outstanding.
	(9)	As of December 31, 2024, Mr. Yanai had 40,258 RSUs outstanding and 28,506 options outstanding.
	(10)	The dollar amounts represent the value of RSUs granted in 2024 based on the closing market price on Nasdaq of our common stock on the grant date.

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



PAUL MEISTER Age 72 Chairman		CHINTU PATEL Age 53 Co-Chief Executive Officer
Paul Meister is a partner in Novalis LifeSciences, a life science-focused venture firm, and is also co-founder and Chief Executive Officer of Liberty Lane Partners, LLC, a private investment company with investment holdings in healthcare, technology and distribution-related industries. From 2014 to 2018, he was President of MacAndrews & Forbes Incorporated, a private company that owns or controls a diverse set of businesses. During 2018, he also served, on an interim basis, as Executive Vice Chairman of Revlon, Inc. a leading beauty products company. He served as Chairman and Chief Executive Officer of inVentiv Health (now Syneos Health), a leading provider of commercial, consulting and clinical research services to the pharmaceutical and biotech industries, from 2010 to 2014. He was Chairman of Thermo Fisher Scientific, Inc., a scientific instruments equipment and supplies company, from November 2006 to April 2007. He was previously an Executive Officer of Fisher Scientific International, Inc., a predecessor of Thermo Fisher Scientific from 1991 to 2006. Mr. Meister has a bachelor’s degree from the University of Michigan and a master’s of business administration degree from Northwestern University. Mr. Meister’s extensive public company experience, as both an executive and a board member, provides the Board with significant expertise in management, strategy, finance and capital markets, operations and mergers and acquisitions. Other Public Company Directorships include Aptiv PLC (since 2019); Oaktree Acquisition Corp. I (2019 – 2021), Oaktree Acquisition Corp. II (2020 – 2022), Quanterix Corporation (since 2013), and Scientific Games Corporation (2012 – 2020). Skills and Qualifications: • CEO, General Management, Commercial • Corporate Development, Business Development, M&A • R&D, Scientific • Investment, Venture Capital • International		Chintu Patel has served as Co-Chief Executive Officer and a 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 served as Co-Chairman and Co-Chief Executive Officer of Amneal from 2002 until the Combination. With his brother, Chirag Patel, Mr. Patel also co-founded and 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. Before founding Amneal, Mr. Patel was a pharmacist and senior-level manager with Eckerd Pharmacy from 1994 to 2002, where he won numerous awards. Mr. Patel has been a featured speaker at the Hauppauge Industrial Association in New York and serves on the boards of the Long Island Association and Long Island University, and is a recipient of the 2011 Ernst & Young National Entrepreneur of the Year Life Sciences Award^®. Mr. Patel and his wife, Falguni Patel, run the Irada International Foundation, which focuses on health, education, and community outreach projects in India and the United States. Mr. Patel holds a bachelor’s degree in Pharmacy from Rutgers College of Pharmacy and also holds an honorary doctorate degree from Long Island University. Skills and Qualifications: • CEO, General Management, Commercial • Manufacturing • R&D, Scientific • Regulatory


CHIRAG PATEL Age 58 Co-Chief Executive Officer and President		EMILY PETERSON ALVA Age 50
Chirag Patel has served as Co-Chief Executive Officer, President and a 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 complex M&A and financing transactions that followed. Ms. Alva served as an investment banker at Lazard, a global leader in financial advisory and Mergers & Acquisitions, where she worked from 1997 to 2013, most recently as a Partner. Most recently, Ms. Alva was a strategic advisor to the CEO and the Board of Constellis, a global defense contractor, a role she held from 2021 to 2024. Ms. Alva is also currently on the boards of Alkermes plc, a public pharmaceutical company, and was previously on the private company boards of Robotic Research (now Forterra), a private autonomous mobility company serving defense and commercial markets, and Atlanta Life Insurance Company while preparing the company for a strategic sale. Ms. Alva is also on the nonprofit board of the Mission Society of New York City, a foundational charity in New York history. 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


JEFF GEORGE Age 51		JOHN KIELY Age 66
Jeff George has over 25 years of global healthcare and corporate leadership experience across North America, Europe, and emerging markets. He is currently the Managing Partner of Maytal Capital, a healthcare-focused private equity investment and advisory firm he founded in 2017. Between 2008 and 2016, he served on the Executive Committee of Novartis Group AG, one of the largest global pharmaceutical companies, first as Division Head and CEO of Sandoz, Novartis’ $10 billion generic pharmaceuticals and biosimilars subsidiary, which is now publicly listed, and then as Division Head and CEO of Alcon, Novartis’ then $10 billion branded eye care subsidiary, which was spun out of Novartis in 2019 as an independent company. In both roles, he was responsible for leading over 25,000 associates globally across more than 160 countries. Mr. George previously headed Emerging Markets for the Middle East, Africa, Southeast Asia and CIS at Novartis Pharmaceuticals and served as Vice President and Head of Western and Eastern Europe for Novartis Vaccines. Prior to this, he held leadership roles at Gap Inc. and McKinsey & Co. Mr. George currently serves as Chairman of the Board of Directors at LENZ Therapeutics, an ophthalmic biotech company. He also serves on the Board of Directors of 908 Devices, a pioneer in life science diagnostics, and Dorian Therapeutics, a Silicon Valley-based cellular senescence biotech spun out of Stanford University, as well as on several non-profit boards. He previously served as Chairman of the board of Lykos Therapeutics, a late clinical stage focused CNS biopharma company, from 2022 to 2025. He holds an MBA from Harvard Business School, an M.A. from Johns Hopkins University’s School of Advanced International Studies (SAIS), and a B.A. from Carleton College. Skills and Qualifications: • CEO, General Management, Commercial • Corporate Development, Business Development, M&A • Investment, Private Equity • International		John Kiely has served on our Board of Directors since December 2019. Mr. Kiely has more than 35 years of financial leadership and advisory experience serving public companies, including multinational corporations. From July 1991 until July 2019, when he retired, he served as a Senior Assurance Partner at PricewaterhouseCoopers, a multinational professional services firm, where he focused on the pharmaceutical, manufacturing, chemical, medical device and private equity sectors. He held various roles of increasing responsibility at PricewaterhouseCoopers, including as Private Equity Assurance Leader, U.S. Pharmaceutical Leader and Global Pharmaceutical Assurance Leader. Mr. Kiely served on the board of directors of Zovio, Inc., an education technology services company from July 2019 until its dissolution in September 2022. In addition, Mr. Kiely has served on the board of directors of Covis Pharmaceutical, Inc. since April 2020 and Structure Tone Building Group, a private company general contractor, since 2024. Mr. Kiely holds a B.S. degree from Saint Francis University. Skills and Qualifications: • General Management, Commercial • Finance and Accounting • M&A • International


TED NARK Age 66		GAUTAM PATEL Age 52
Ted Nark has served on our Board of Directors since the Combination. Mr. Nark serves as Chairman of West Edge Partners, a lower middle market private equity firm based out of Los Angeles. Mr. Nark has served as a Managing Director of KRG Capital Partners, a Denver-based $2 billion private equity fund, since 2007. In that role, he has led the identification, negotiation and due diligence of new acquisitions and has worked with portfolio companies and maintained relationships with limited partners. While at KRG, Mr. Nark has led the acquisition and successful monetization of companies, including Convergint Technologies, Diversified Food Services and Petrochoice. From 2006 to 2007, Mr. Nark was Partner at Leonard Green & Partners and, from 2002 to 2006, served as CEO and Chairman of the Board of White Cap Construction Supply, a Leonard Green-owned distributor of construction hardware, tools and materials to professional contractors in the United States. Previously, Mr. Nark served as CEO of Corporate Express Australia and Group President at Corporate Express, Inc. Mr. Nark is currently a board member of several private companies such as Convergint Technologies, Resource Label Group, and Coastal Farm and Ranch Supply. Mr. Nark has previously served on the boards of Corporate Express Australia, Fort Dearborn, White Cap Construction Supply, FTD, Leslies Pools, Gaiam, Real Goods Solar, Western Windows, SavAtree, Trafficware, the Maroon Group, and Claim Jumper. Mr. Nark received a B.S. degree from Washington State University. Mr. Nark’s strong background in finance and corporate development combined with his service in executive leadership roles within complex corporate organizations contribute strategic and management insight to our Board. Skills and Qualifications: • CEO, General Management, Commercial • Corporate Development, Business Development, M&A • Investment, Venture Capital • International		Gautam Patel has served on our Board of Directors since the Combination. Mr. Patel has been a Managing Director of Tarsadia Investments, a private investment firm based in Newport Beach, California, since 2012. In that role, he has led a team of investment professionals to identify, evaluate and execute principal control over equity investments across sectors including life sciences, financial services and technology. Prior to joining Tarsadia, Mr. Patel served as a Managing Director at Lazard from 2008 to 2012, where he led financial and strategic advisory efforts in sectors including transportation and logistics, private equity, and healthcare. Prior to that, Mr. Patel served in a variety of advisory roles at Lazard from 1999 to 2008, including multiple restructuring, bankruptcy and corporate reorganization assignments in 2001 and 2008. From 1994 to 1997, Mr. Patel was an Analyst at Donaldson, Lufkin & Jenrette, where he worked on M&A as well as high-yield and equity financings. Mr. Patel is currently a Board Member of Spectrum Brands and several private companies such as Kashiv Biosciences, Asana Biosciences and Prolong Pharmaceuticals. Mr. Patel also serves on the board of Casita Maria Center for Arts & Education, a New York-based non-profit organization that aims to empower children through arts-based education. Mr. Patel received a Bachelor of Arts degree from Claremont McKenna College, a Bachelor of Science degree from Harvey Mudd College, an MSc from the London School of Economics and an M.B.A. from the University of Chicago. Mr. Patel brings an extensive knowledge of the Company’s business and operations combined with deep experience in finance, corporate development and healthcare investing to the Board. Skills and Qualifications: • Corporate Development, Business Development, M&A • Finance and Accounting • Investment, Venture Capital


SHLOMO YANAI Age 72
Shlomo Yanai has served on our Board of Directors since December 2019. Mr. Yanai has more than 17 years of corporate leadership experience, primarily in the pharmaceutical industry. Mr. Yanai served as President and Chief Executive Officer at Teva Pharmaceutical Industries Ltd. from 2007 to 2012. Prior to that, Mr. Yanai was the CEO of Adama Industries from 2002 to 2006. Mr. Yanai currently serves as the Chairman of the Board of Lumenis Ltd., a Board member at Philip Morris, and a senior advisor to Moelis & Company. Mr. Yanai previously served as Vice Chairman of the Rothschild Caesarea Foundation, Chairman of the Board of Cambrex Corporation and director of Protalix Biotherapeutics, PDL BioPharma Inc., Perrigo Company, Sagent Pharmaceuticals, Elisra, Bank Leumi Lelsreal, and I.T.L. Optronics Ltd. and a Board member of W. R. Grace from 2018-2021. Mr. Yanai also held various leadership positions in the Israel Defense Forces. Mr. Yanai is a graduate of Harvard Business School’s AMP program. He holds a Master of Public Administration degree from George Washington University and a B.A. degree from Tel Aviv University and is also a graduate of the U.S. National Defense University – War College. Skills and Qualifications: • CEO, General Management, Commercial • Investment, Venture Capital

Safe Harbor Statement

Corporate Governance

Corporate Structure, Reorganization and 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

Insider Trading Policies and Procedures

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

Board Self-Evaluation

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

2024 Financial Performance and Operational Execution

Role of the Compensation Committee

Role of Our Co-Chief Executive Officers in Compensation Decisions

Role of Our Compensation Consultant

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

Name	Age	Position
Chintu Patel	53	Co-Chief Executive Officer, Director
Chirag Patel	58	Co-Chief Executive Officer and President, Director
Andrew Boyer	59	Executive Vice President, Chief Commercial Officer-Generics
Anastasios Konidaris	58	Executive Vice President, Chief Financial Officer
Jason B. Daly	51	Executive Vice President, Chief Legal Officer and Corporate Secretary
Nikita Shah	47	Executive Vice President, Chief Human Resources Officer
Paul Meister	72	Chairman of the Board of Directors
Emily Peterson Alva	50	Director
Deb Autor	58	Director
J. Kevin Buchi	69	Director
Jeff George	51	Director
John Kiely	66	Director
Ted Nark	66	Director
Gautam Patel	52	Director
Shlomo Yanai	72	Director


ANDREW BOYER Executive Vice President, Chief Commercial Officer-Generics		ANASTASIOS KONIDARIS Executive Vice President, Chief Financial Officer
Andrew Boyer has served as our Executive Vice President, Chief Commercial Officer – Generics since August 2020. Prior to that, he served as our Senior Vice President, Commercial Operations since the Combination and, from February 2018 to the completion of the Combination, as Executive Vice President, Commercial Operations of Amneal. Prior to joining Amneal, Mr. Boyer served as President & CEO of North America Generics, Teva Pharmaceutical Industries Ltd., a multinational pharmaceuticals company, from August 2016 to February 2018. Before that, Mr. Boyer was Senior Vice President of Sales and Marketing for the U.S. Generics Division at Allergan, a global pharmaceutical company, from September 2006 to August 2016. Mr. Boyer joined Allergan (then known as Watson Pharmaceuticals) in 1998 as Associate Director of Marketing in Generics. Before joining Allergan, Mr. Boyer served as National Accounts Manager for Lederle/American Cyanamid as well as Marketing Manager for Barr Laboratories. Mr. Boyer received his degree in Business Administration and Management from State University of New York at Albany.		Anastasios Konidaris has served as our Executive Vice President and Chief Financial Officer since August 2020. Prior to that, he was Senior Vice President and Chief Financial Officer since March, 2020. Mr. Konidaris previously served as Executive Vice President and Chief Financial Officer of Alcresta Pharmaceuticals, a specialty pharmaceutical company, since March 2016. Prior to joining Alcresta, Mr. Konidaris served as Senior Vice President and Chief Financial Officer of Ikaria, a biotherapeutics company, from October 2011 to May 2015. From 2007 to May 2011, Mr. Konidaris served as Senior Vice President and Chief Financial Officer at Dun & Bradstreet Corporation, a leading commercial information services company, where he also served as Principal Accounting Officer and led the Global Finance Operations from 2005 to 2007. Earlier in his career, Mr. Konidaris held senior financial and operational positions of increasing responsibility at Schering-Plough, Pharmacia, Rhone-Poulenc Rorer, Novartis, and Bristol-Myers Squibb. Since 2015, Mr. Konidaris has served as a director and chairman of the audit committee of Zep, Inc. He previously served as chairman of Kadmon Holdings, director of Pernix Therapeutics and Delcath Systems. Mr. Konidaris received an MBA from Drexel University and a B.S. from Gwynedd Mercy College.


JASON B. DALY Executive Vice President, Chief Legal Officer and Corporate Secretary		NIKITA SHAH Executive Vice President, Chief Human Resources Officer
Jason Daly has served as our Executive Vice President, Chief Legal Officer and Corporate Secretary since March 2025. Prior to that time, Mr. Daly served as our Senior Vice President, Chief Legal Officer and Corporate Secretary since January 2022. Mr. Daly is responsible for leading Amneal’s global legal and corporate compliance strategies with a focus on creating value for Amneal as it pursues its mission of delivering high-quality, affordable medicines to the U.S. and select international markets. He brings substantial experience leading the legal and commercial strategies for global pharmaceutical and medical device companies, including Teva Pharmaceuticals, Inc., where he held various roles, including Senior Vice President, U.S. Market Access and General Counsel – U.S. Generics & North American Commercial. Prior to Teva, Mr. Daly served nearly a decade in various legal and international commercial leadership roles with The Straumann Group, a Swiss medical device company. He has worked in private practice and was a law clerk to the Hon. Mary Lisi in the United States District Court in Rhode Island. Mr. Daly holds degrees from the University of Pennsylvania Law School and the University of Rhode Island, and is licensed to practice law in New Jersey, Massachusetts, and Rhode Island. He also holds professional certificates from The Kellogg School of Management, The Wharton School of Business, and The Boston University School of Management.		Nikita Shah has served as our Executive Vice President, Chief Human Resources Officer since August 2020. Ms. Shah is responsible for overseeing Amneal’s Human Resources, Internal Communications and ESG (Environmental, Social and Governance) functions, and partners with the Co-CEOs to lead the creation and execution of the Company’s long-term Corporate Strategy. Prior to this position, Ms. Shah served as the Company’s Senior Vice President, Chief Human Resources Officer from May 2018 to July 2020 and as Senior Vice President, Human Resources and Corporate Affairs from January 2014 to May 2018. Prior to joining Amneal, Ms. Shah led the internal audit and human resources functions for Warner Chilcott, a global specialty pharmaceutical company. She also supported corporate Mergers & Acquisitions, process improvements and systems efficiencies across the organization. Prior to Warner Chilcott, Ms. Shah held roles of increasing responsibilities at AT&T and Deloitte. Ms. Shah received her Master’s degrees in Accounting and Auditing from Gujarat University, India. She is a certified public accountant.

	TABLE OF CONTENTS

	Executive Summary		31
	Role of the Compensation Committee		33
	Role of Our Co-Chief Executive Officers in Compensation Decisions		34
	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		38
	Context for Co-CEO 2024 Stock Awards		38
	Other Compensation and Benefits		39
	Executive Severance and Change in Control Severance Benefits		39
	Consideration of 2024 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
	Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-public Information		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 22 new Affordable Medicines products as the portfolio continues to shift towards more complex, non-oral solid products;
^•	Drove continued commercial uptake of our first three biosimilars, ALYMSYS^®, RELEUKO^®and FYLNETRA^®, in their second year of commercialization, and continued to expand our pipeline as we now have five biosimilars in our pipeline;
^•	Received approval for several high-value injectables, including our first 505(b)(2) injectables, as we continue to expand our portfolio;
^•	Delivered continued growth in key Specialty products, including CREXONT^®, RYTARY^®, UNITHROID^®and ONGENTYS^®
^•	Received U.S. FDA approval for two New Drug Applications: (1) IPX203 for Parkinson’s disease which has been launched as CREXONT^®and (2) Pyridostigmine Bromide for pretreatment against soman nerve agent for the U.S. Government; Continued to advance our Specialty pipeline, including the DHE autoinjector for the treatment of migraine and cluster headache;
^•	Drove continued, strong double-digit growth in our durable AvKARE distribution business in the U.S. due to new launches; and
^•	Established our strategic collaboration with Metsera for developing, manufacturing and commercializing GLP-1s

	Full-Year 2024 Results*			Full-Year 2023 Results*
Net Revenue	$	2,794		$	2,394
Net Loss**	$	(117	)	$	(84	)
Diluted EPS	$	(0.38	)	$	(0.48	)
Adjusted Net Income	$	187		$	198
Adjusted EBITDA	$	627		$	558
Adjusted Diluted EPS	$	0.58		$	0.64

*	In millions, except per share data
**	Net loss attributable to Amneal Pharmaceuticals, Inc.