Amneal Pharmaceuticals, Inc.

For the period ended May 6, 2025. Filed Mar 25, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 6, 2025 · Filed Mar 25, 2025

AMRX$20.14+3.5%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Cover page

Show cover page

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 1. Elect as directors the 11 nominees named in the accompanying proxy statement; 2. Approve the compensation of our named executive officers on an advisory basis; 3. Conduct an advisory vote on the frequency of future “say on pay” votes; 4. Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2025; and 5. 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

Back to Contents

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

Back to Contents

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.