AMNEAL PHARMACEUTICALS, INC., DEF 14A filed on 3/25/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Cover [Abstract]  
Document Type DEF 14A
Entity Registrant Name Amneal Pharmaceuticals, Inc.
Entity Central Index Key 0001723128
Amendment Flag false
v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended 24 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2025
Pay vs Performance Disclosure [Table]            
Pay vs Performance Disclosure, Table

Pay Versus Performance Disclosure

 

In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. The sum and/or computation of individual numerical amounts disclosed in the following tables and related footnotes may not equal the total due to rounding.

 

                            Value of Initial
Fixed $100
Investment
based on(4)		        
Year   Summary
Compensation
Table Total for
Chirag Patel(1)
($)		   Summary
Compensation
Table Total for
Chintu Patel(1)
($)		   Compensation
Actually Paid
to Chirag
Patel(1)(2)(3)
($)		   Compensation
Actually Paid
to Chintu
Patel(1)(2)(3)
($)		   Average
Summary
Compensation
Table Total
for Non-PEO
NEOs(1)
($)		   Average
Compensation
Actually Paid
to Non-PEO
NEOs(1)(2)(3)
($)		   TSR
($)		   Peer
Group
TSR
($)		   Net
Income
(Loss)
($ Millions)		   Adjusted
EBITDA
 ($ Millions)(5)
(a)   (b)   (b)   (c)   (c)   (d)   (e)   (f)   (g)   (h)   (i)
2024   7,187,970   7,191,109   11,851,838   11,854,977   2,593,309   4,698,532   164.32   135.41   (74)   627
2023   2,370,386   2,367,553   9,458,710   9,455,877   1,679,146   5,801,457   125.93   124.97   (49)   558
2022   5,048,110   5,062,732   (1,835,706)   (1,821,083)   2,348,670   (121,995)   41.29   123.43   (255)   514
2021   4,785,116   4,798,825   1,383,918   1,397,627   2,420,041   1,421,310   99.38   129.31   20   512
2020   2,320,716   2,328,528   3,422,575   3,430,387   1,922,858   1,985,608   94.81   114.32   69   433

(1) Chirag Patel and Chintu Patel were our Co-PEOs for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

 

  2020   2021   2022   2023   2024
  Andrew Boyer   Andrew Boyer   Andrew Boyer   Andrew Boyer   Andrew Boyer
  Anastasios Konidaris   Anastasios Konidaris   Anastasios Konidaris   Anastasios Konidaris   Anastasios Konidaris
  Nikita Shah   Nikita Shah   Nikita Shah   Nikita Shah   Nikita Shah
  Joseph Todisco   Joseph Todisco   Jason Daly   Jason Daly   Jason Daly
  Todd Branning                

(2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
(3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table.

 

  Year   Summary Compensation
Table Total for Chirag
Patel
($)		   Exclusion of Stock
Awards for Chirag Patel
($)		   Inclusion of Equity
Values for Chirag Patel
($)		   Compensation Actually
Paid to Chirag Patel
($)
  2024   7,187,970   (5,473,333)   10,137,201   11,851,838
                   
  Year   Summary Compensation
Table Total for Chintu
Patel
($)		   Exclusion of Stock
Awards for Chintu Patel
($)		   Inclusion of Equity
Values for Chintu Patel
($)		   Compensation Actually
Paid to Chintu Patel
($)
  2024   7,191,109   (5,473,333)   10,137,201   11,854,977

 

  Year   Average Summary
Compensation Table
Total for Non-PEO NEOs
($)		   Average Exclusion
of Stock Awards and
Option Awards for
Non-PEO NEOs
($)		   Average Inclusion of
Equity Values for
Non-PEO NEOs
($)		   Average Compensation
Actually Paid to
Non-PEO NEOs
($)
  2024   2,593,309   (1,633,256)   3,738,479   4,698,532

                   
  The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

 

  Year   Year-End Fair Value
of Equity Awards
Granted During
Year That Remained
Unvested as of
Last Day of Year for
Chirag Patel
($)		   Change in Fair
Value from Last
Day of Prior Year
to Last Day of Year
of Unvested Equity
Awards for Chirag
Patel
($)		   Change in Fair Value
from Last Day of
Prior Year to Vesting
Date of Unvested
Equity Awards that
Vested During Year
for Chirag Patel
($)		   Fair Value at Last
Day of Prior Year
of Equity Awards
Forfeited During
Year for Chirag Patel
($)		   Total - Inclusion of
Equity Values for
Chirag Patel
($)
  2024   8,776,917   1,402,957   —   (42,673)   10,137,201

 

  Year   Year-End Fair Value
of Equity Awards
Granted During
Year That Remained
Outstanding and
Unvested as of
Last Day of Year for
Chintu Patel
($)		   Change in Fair
Value from Last
Day of Prior Year
to Last Day of Year
of Unvested Equity
Awards for Chintu
Patel
($)		   Change in Fair Value
from Last Day of
Prior Year to Vesting
Date of Unvested
Equity Awards that
Vested During Year
for Chintu Patel
($)		   Fair Value at Last
Day of Prior Year
of Equity Awards
Forfeited During
Year for Chintu Patel
($)		   Total - Inclusion of
Equity Values for
Chintu Patel
($)
  2024   8,776,917   1,402,957   —   (42,673)   10,137,201

 

  Year   Average Year-
End Fair Value of
Equity Awards
Granted During
Year That Remained
Outstanding and
Unvested as of Last
Day of Year for
Non-PEO NEOs
($)		   Average Change in
Fair Value from Last
Day of Prior Year
to Last Day of Year
of Unvested Equity
Awards for
Non-PEO NEOs
($)		   Average Change in
Fair Value from Last
Day of Prior Year
to Vesting Date of
Unvested Equity
Awards that Vested
During Year for
Non-PEO NEOs
($)		   Average Fair Value
at Last Day of
Prior Year of Equity
Awards Forfeited
During Year for
Non-PEO NEOs
($)		   Total - Average
Inclusion of
Equity Values for
Non-PEO NEOs
($)
  2024   2,568,472   1,266,281   (87,384)   (8,890)   3,738,479
(4) The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Select Pharmaceuticals Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K, included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019 (the last trading day of fiscal 2019), through the end of the listed year in the Company and in the Dow Jones U.S. Select Pharmaceuticals Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(5) We determined adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2024. We may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted EBITDA is not a term defined under U.S. GAAP. We define adjusted EBITDA as net income before net interest expense, income taxes, and depreciation and amortization, as adjusted for certain other items described in our SEC filings, including stock-based compensation expense, acquisition, site closure and idle facility expenses, restructuring and other charges, net charges related to legal matters, asset impairment charges, foreign exchange losses or gains, change in fair value of contingent consideration, and insurance recoveries for property losses and associated expenses. Prior to January 1, 2022, research and development milestone expenses related to license and collaboration agreements were excluded from our calculation of adjusted EBITDA. Effective January 1, 2022, we no longer exclude research and development milestone expenses related to license and collaboration agreements from adjusted EBITDA. The amounts shown in this column for the fiscal years ended December 31, 2024, December 31, 2023, December 31, 2022, December 31, 2021 and December 31, 2020 reflect this modified approach; for prior periods, refer to our Form 8-K filed with the Securities and Exchange Commission on May 4, 2022 for a full reconciliation of previously reported non-GAAP results, including adjusted EBITDA, to revised non-GAAP results. As a result of this modified approach, our reported adjusted EBITDA for the fiscal years ended December 31, 2021 and December 31, 2020 was revised to $512 million and $433 million, respectively.
          
Company Selected Measure Name adjusted EBITDA          
Named Executive Officers, Footnote [Text Block]

(1) Chirag Patel and Chintu Patel were our Co-PEOs for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

 

  2020   2021   2022   2023   2024
  Andrew Boyer   Andrew Boyer   Andrew Boyer   Andrew Boyer   Andrew Boyer
  Anastasios Konidaris   Anastasios Konidaris   Anastasios Konidaris   Anastasios Konidaris   Anastasios Konidaris
  Nikita Shah   Nikita Shah   Nikita Shah   Nikita Shah   Nikita Shah
  Joseph Todisco   Joseph Todisco   Jason Daly   Jason Daly   Jason Daly
  Todd Branning                
          
Peer Group Issuers, Footnote [Text Block] The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Select Pharmaceuticals Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K, included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019 (the last trading day of fiscal 2019), through the end of the listed year in the Company and in the Dow Jones U.S. Select Pharmaceuticals Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.          
Adjustment To PEO Compensation, Footnote

 

  Year   Summary Compensation
Table Total for Chirag
Patel
($)		   Exclusion of Stock
Awards for Chirag Patel
($)		   Inclusion of Equity
Values for Chirag Patel
($)		   Compensation Actually
Paid to Chirag Patel
($)
  2024   7,187,970   (5,473,333)   10,137,201   11,851,838
                   
  Year   Summary Compensation
Table Total for Chintu
Patel
($)		   Exclusion of Stock
Awards for Chintu Patel
($)		   Inclusion of Equity
Values for Chintu Patel
($)		   Compensation Actually
Paid to Chintu Patel
($)
  2024   7,191,109   (5,473,333)   10,137,201   11,854,977

 

  Year   Year-End Fair Value
of Equity Awards
Granted During
Year That Remained
Unvested as of
Last Day of Year for
Chirag Patel
($)		   Change in Fair
Value from Last
Day of Prior Year
to Last Day of Year
of Unvested Equity
Awards for Chirag
Patel
($)		   Change in Fair Value
from Last Day of
Prior Year to Vesting
Date of Unvested
Equity Awards that
Vested During Year
for Chirag Patel
($)		   Fair Value at Last
Day of Prior Year
of Equity Awards
Forfeited During
Year for Chirag Patel
($)		   Total - Inclusion of
Equity Values for
Chirag Patel
($)
  2024   8,776,917   1,402,957   —   (42,673)   10,137,201

 

  Year   Year-End Fair Value
of Equity Awards
Granted During
Year That Remained
Outstanding and
Unvested as of
Last Day of Year for
Chintu Patel
($)		   Change in Fair
Value from Last
Day of Prior Year
to Last Day of Year
of Unvested Equity
Awards for Chintu
Patel
($)		   Change in Fair Value
from Last Day of
Prior Year to Vesting
Date of Unvested
Equity Awards that
Vested During Year
for Chintu Patel
($)		   Fair Value at Last
Day of Prior Year
of Equity Awards
Forfeited During
Year for Chintu Patel
($)		   Total - Inclusion of
Equity Values for
Chintu Patel
($)
  2024   8,776,917   1,402,957   —   (42,673)   10,137,201
          
Non-PEO NEO Average Total Compensation Amount [1] $ 2,593,309 $ 1,679,146 $ 2,348,670 $ 2,420,041 $ 1,922,858  
Non-PEO NEO Average Compensation Actually Paid Amount [1],[2],[3] $ 4,698,532 5,801,457 (121,995) 1,421,310 1,985,608  
Adjustment to Non-PEO NEO Compensation Footnote

  Year   Average Summary
Compensation Table
Total for Non-PEO NEOs
($)		   Average Exclusion
of Stock Awards and
Option Awards for
Non-PEO NEOs
($)		   Average Inclusion of
Equity Values for
Non-PEO NEOs
($)		   Average Compensation
Actually Paid to
Non-PEO NEOs
($)
  2024   2,593,309   (1,633,256)   3,738,479   4,698,532

 

  Year   Average Year-
End Fair Value of
Equity Awards
Granted During
Year That Remained
Outstanding and
Unvested as of Last
Day of Year for
Non-PEO NEOs
($)		   Average Change in
Fair Value from Last
Day of Prior Year
to Last Day of Year
of Unvested Equity
Awards for
Non-PEO NEOs
($)		   Average Change in
Fair Value from Last
Day of Prior Year
to Vesting Date of
Unvested Equity
Awards that Vested
During Year for
Non-PEO NEOs
($)		   Average Fair Value
at Last Day of
Prior Year of Equity
Awards Forfeited
During Year for
Non-PEO NEOs
($)		   Total - Average
Inclusion of
Equity Values for
Non-PEO NEOs
($)
  2024   2,568,472   1,266,281   (87,384)   (8,890)   3,738,479
          
Compensation Actually Paid vs. Total Shareholder Return          

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

 

The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years and the Dow Jones U.S. Select Pharmaceuticals Index TSR.

 

PEO and Average Non-PEO NEO Compensation Actually Paid
Versus Company TSR

 
Compensation Actually Paid vs. Net Income

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

 

The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years.

 

PEO and Average Non-PEO NEO Compensation Actually Paid
Versus Net Income

 

          
Compensation Actually Paid vs. Company Selected Measure

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA

 

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the five most recently completed fiscal years.

 

PEO and Average Non-PEO NEO Compensation Actually Paid
Versus Adjusted EBITDA

 

          
Tabular List, Table

Tabular List of Most Important Financial Performance Measures

 

The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEOs and other NEOs for 2024 to Company performance. The measures in this table are not ranked.

 

Adjusted EBITDA
Stock Price
 
#        #        #
          
Total Shareholder Return Amount [4] $ 164.32 125.93 41.29 99.38 94.81  
Peer Group Total Shareholder Return Amount [4] 135.41 124.97 123.43 129.31 114.32  
Net Income (Loss) Attributable to Parent $ (74,000,000) $ (49,000,000) $ (255,000,000) $ 20,000,000 $ 69,000,000  
Company Selected Measure Amount [5] 627,000,000 558,000,000 514,000,000 512,000,000 433,000,000  
Measure [Axis]: 1            
Pay vs Performance Disclosure [Table]            
Measure Name Adjusted EBITDA          
Non-GAAP Measure Description [Text Block] We determined adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2024. We may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted EBITDA is not a term defined under U.S. GAAP. We define adjusted EBITDA as net income before net interest expense, income taxes, and depreciation and amortization, as adjusted for certain other items described in our SEC filings, including stock-based compensation expense, acquisition, site closure and idle facility expenses, restructuring and other charges, net charges related to legal matters, asset impairment charges, foreign exchange losses or gains, change in fair value of contingent consideration, and insurance recoveries for property losses and associated expenses. Prior to January 1, 2022, research and development milestone expenses related to license and collaboration agreements were excluded from our calculation of adjusted EBITDA. Effective January 1, 2022, we no longer exclude research and development milestone expenses related to license and collaboration agreements from adjusted EBITDA. The amounts shown in this column for the fiscal years ended December 31, 2024, December 31, 2023, December 31, 2022, December 31, 2021 and December 31, 2020 reflect this modified approach; for prior periods, refer to our Form 8-K filed with the Securities and Exchange Commission on May 4, 2022 for a full reconciliation of previously reported non-GAAP results, including adjusted EBITDA, to revised non-GAAP results. As a result of this modified approach, our reported adjusted EBITDA for the fiscal years ended December 31, 2021 and December 31, 2020 was revised to $512 million and $433 million, respectively.          
Measure [Axis]: 2            
Pay vs Performance Disclosure [Table]            
Measure Name Stock Price          
Non-PEO NEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount $ (1,633,256)          
Non-PEO NEO [Member] | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount 3,738,479          
Non-PEO NEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount 2,568,472          
Non-PEO NEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount 1,266,281          
Non-PEO NEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount (87,384)          
Non-PEO NEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount (8,890)          
Chirag Patel            
Pay vs Performance Disclosure [Table]            
PEO Total Compensation Amount [1] 7,187,970 $ 2,370,386 $ 5,048,110 $ 4,785,116 $ 2,320,716  
PEO Actually Paid Compensation Amount [1],[2],[3] $ 11,851,838 $ 9,458,710 $ (1,835,706) $ 1,383,918 $ 3,422,575  
PEO Name Chirag Patel Chirag Patel Chirag Patel Chirag Patel Chirag Patel  
Chirag Patel | PEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount $ (5,473,333)          
Chirag Patel | PEO [Member] | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount 10,137,201          
Chirag Patel | PEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount 8,776,917          
Chirag Patel | PEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount 1,402,957          
Chirag Patel | PEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount 0          
Chirag Patel | PEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount (42,673)          
Chintu Patel            
Pay vs Performance Disclosure [Table]            
PEO Total Compensation Amount [1] 7,191,109 $ 2,367,553 $ 5,062,732 $ 4,798,825 $ 2,328,528  
PEO Actually Paid Compensation Amount [1],[2],[3] $ 11,854,977 $ 9,455,877 $ (1,821,083) $ 1,397,627 $ 3,430,387  
PEO Name Chintu Patel Chintu Patel Chintu Patel Chintu Patel Chintu Patel  
Chintu Patel | PEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount $ (5,473,333)          
Chintu Patel | PEO [Member] | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount 10,137,201          
Chintu Patel | PEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount 8,776,917          
Chintu Patel | PEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount 1,402,957          
Chintu Patel | PEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount 0          
Chintu Patel | PEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount $ (42,673)          
[1] Chirag Patel and Chintu Patel were our Co-PEOs for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
[2] Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table.
[3] The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
[4] The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Select Pharmaceuticals Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K, included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019 (the last trading day of fiscal 2019), through the end of the listed year in the Company and in the Dow Jones U.S. Select Pharmaceuticals Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
[5] We determined adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2024. We may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted EBITDA is not a term defined under U.S. GAAP. We define adjusted EBITDA as net income before net interest expense, income taxes, and depreciation and amortization, as adjusted for certain other items described in our SEC filings, including stock-based compensation expense, acquisition, site closure and idle facility expenses, restructuring and other charges, net charges related to legal matters, asset impairment charges, foreign exchange losses or gains, change in fair value of contingent consideration, and insurance recoveries for property losses and associated expenses. Prior to January 1, 2022, research and development milestone expenses related to license and collaboration agreements were excluded from our calculation of adjusted EBITDA. Effective January 1, 2022, we no longer exclude research and development milestone expenses related to license and collaboration agreements from adjusted EBITDA. The amounts shown in this column for the fiscal years ended December 31, 2024, December 31, 2023, December 31, 2022, December 31, 2021 and December 31, 2020 reflect this modified approach; for prior periods, refer to our Form 8-K filed with the Securities and Exchange Commission on May 4, 2022 for a full reconciliation of previously reported non-GAAP results, including adjusted EBITDA, to revised non-GAAP results. As a result of this modified approach, our reported adjusted EBITDA for the fiscal years ended December 31, 2021 and December 31, 2020 was revised to $512 million and $433 million, respectively.
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted [Flag] true