DEF 14A 1 def14a2016.htm DEF 14A 2016 DEF 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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2016
Notice of
Annual General Meeting
of Shareholders and Proxy Statement

































January 22, 2016




Dear Shareholder,

You are cordially invited to attend the 2016 Annual General Meeting of Mallinckrodt plc, which will be held on Wednesday, March 16, 2016, at 9:30 a.m., local time, at the Sofitel London Heathrow Hotel, Terminal 5, London Heathrow Airport, London TW6 2GD, United Kingdom. Shareholders in Ireland may participate in the Annual General Meeting by audio link at the offices of Arthur Cox, Earlsfort Centre, Dublin 2, Ireland.

Details of the business to be presented at the meeting can be found in the accompanying Proxy Statement. We hope you are planning to attend the meeting. Your vote is important. Whether or not you are able to attend, I encourage you to submit your proxy as soon as possible so that your shares will be represented at the meeting.

On behalf of the Board of Directors and the management of Mallinckrodt, I extend our appreciation for your continued support.

Yours sincerely,

MELVIN D. BOOTH
Chairman



MALLINCKRODT PUBLIC LIMITED COMPANY
Registered In Ireland — No. 522227
Principal Executive Office:
Perth House, Millennium Way,
Chesterfield, Derbyshire, S41 8ND
United Kingdom


NOTICE OF 2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 16, 2016

The 2016 Annual General Meeting of Mallinckrodt plc (“Mallinckrodt” or the “Company”), a company incorporated under the laws of Ireland, will be held on March 16, 2016, at 9:30 a.m., local time, at the Sofitel London Heathrow Hotel, Terminal 5, London Heathrow Airport, London TW6 2GD, United Kingdom, for the following purposes:

1.
By separate resolutions, to elect as Directors for a period of one year, expiring at the end of the Company’s Annual General Meeting of Shareholders in 2017, the following individuals:
(a)
Melvin D. Booth
(e)
Nancy S. Lurker
(i)
Mark C. Trudeau
(b)
David R. Carlucci
(f)
JoAnn A. Reed
(j)
Kneeland C. Youngblood, M.D.
(c)
J. Martin Carroll
(g)
Angus C. Russell
(k)
Joseph A. Zaccagnino
(d)
Diane H. Gulyas
(h)
Virgil D. Thompson
  
 
2.
To hold an advisory non-binding vote to approve the re-appointment of Deloitte & Touche LLP as the independent auditors of the Company and, by binding vote, to authorize the Audit Committee of the Board of Directors to set the auditors’ remuneration.
3.
To hold an advisory vote to approve the Company’s executive compensation.
4.
To approve the 2016 Mallinckrodt Pharmaceuticals Employee Stock Purchase Plan.
5.
To authorize the Company and/or any subsidiary of the Company to make market purchases or overseas market purchases of Company shares.
6.
To authorize the price range at which the Company can re-allot shares that it holds as treasury shares (Special Resolution).
7.
To act on such other business as may properly come before the meeting or any adjournment thereof.

Proposals 1 through 5 are ordinary resolutions, requiring the approval of a simple majority of the votes cast at the meeting, in person or by proxy. Proposal 6 is a special resolution, requiring the approval of not less than 75% of the votes cast, in person or by proxy. The foregoing items are more fully described in the Proxy Statement accompanying this Notice of Annual General Meeting of Shareholders. Shareholders as of January 8, 2016, the record date for the Annual General Meeting, are entitled to vote on these matters.

During the meeting, following a review of the Company's affairs, management will also present and the auditors will report to shareholders on Mallinckrodt’s Irish Statutory Accounts for the fiscal year ended September 25, 2015.

Shareholders in Ireland may participate in the Annual General Meeting by audio link at the offices of Arthur Cox, Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland, at 9:30 a.m. local time. See “General Information" for further information on participating in the Annual General Meeting in Ireland.

By Order of the Board of Directors,
 
KENNETH L. WAGNER,
Secretary
January 22, 2016



Whether or not you expect to attend the Annual General Meeting in person, we encourage you to cast your vote promptly so that your shares will be represented and voted at the meeting. Any shareholder entitled to attend and vote at the Annual General Meeting may appoint one or more proxies, who need not be a shareholder(s) of Mallinckrodt to attend, speak and vote on your behalf. Proxies may be appointed via the Internet or by phone in the manner set out in our proxy card. Alternatively, they may be appointed by depositing a signed instrument of proxy (or proxy card) with Mallinckrodt plc c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 (which Broadridge will arrange to forward to Mallinckrodt plc’s registered address electronically) or with Mallinckrodt plc, Damastown, Mulhuddart, Dublin 15, Ireland, in each case at least 48 hours before the meeting. If you wish to appoint a person other than the individuals specified on our proxy card, please contact our Company Secretary and also note that your nominated proxy must attend the Annual General Meeting in person in order for your votes to be cast.
This Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended September 25, 2015 and our Irish Statutory Accounts are available to shareholders of record at www.proxyvote.com. These materials are also available on the Investor Relations section of our website at www.mallinckrodt.com.




TABLE OF CONTENTS

Proxy Statement Summary
General Information
Questions and Answers about Proxy Materials, Voting, Attending the Meeting and Other General Information
Corporate Governance
Corporate Governance Guidelines
Independence of Nominees for Director
Director Nominations Process
Majority Vote for Election of Directors
Executive Sessions of the Board
Board Leadership Structure
Code of Ethics
Board Risk Oversight
Compensation Risk Assessment
Anti-Hedging/Anti-Pledging Policy
Transactions with Related Persons
Communications with the Board of Directors
Board of Directors and Board Committees
General
Board Committees
Compensation of Non-Employee Directors
Compensation of Executive Officers
Compensation Discussion and Analysis
Compensation Committee Report on Executive Compensation
Executive Compensation Tables
Security Ownership and Reporting
Security Ownership of Management and Certain Beneficial Owners
Section 16(a) Beneficial Ownership Reporting Compliance
Audit and Audit Committee Matters
Audit and Non-Audit Fees
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services
Audit Committee Report
Equity Compensation Plan Information
Proposals Requiring Your Vote
Proposals 1(A) through (K): Election of Directors
Proposal 2: Advisory Non-Binding Vote to Approve the Re-Appointment of the Independent Auditors and a Binding Vote to Authorize the Audit Committee to Set Their Remuneration
Proposal 3: Advisory Vote to Approve Executive Compensation
Proposal 4: Approval of the Mallinckrodt Pharmaceuticals 2016 Employee Stock Purchase Plan
Proposal 5: Authorize the Company and/or any Subsidiary of the Company to Make Market Purchases or Overseas Market Purchases of Company Shares
Proposal 6: Authorize the Price Range at Which the Company can Re-Allot Shares That It Holds As Treasury Shares
 
 



Other Matters
Presentation of Irish Statutory Accounts
Registered and Principal Executive Offices
Shareholder Proposals for the 2017 Annual General Meeting
United States Securities and Exchange Commission Reports
Delivery of Documents to Shareholders Sharing an Address
General
Appendix A

 


 
 
 
 
PROXY STATEMENT SUMMARY

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement, which we are making available to you on or about January 22, 2016 on the Internet, or by delivering printed versions to you by mail. It does not contain all the information that you should consider in deciding whether to approve the items to be presented at the Annual General Meeting of Mallinckrodt plc ("Mallinckrodt" or the "Company"). You should read this entire Proxy Statement carefully before voting. For information regarding our fiscal 2015 operating performance, please review our Annual Report on Form 10-K.

2016 Annual General Meeting of Shareholders

Date and Time: March 16, 2016, at 9:30 a.m., local time
Place: Sofitel London Heathrow Hotel, Terminal 5, London Heathrow Airport, London TW6 2GD, United Kingdom. Shareholders in Ireland may participate in the Annual General Meeting by audio link at the offices of Arthur Cox, Earlsfort Centre, Dublin 2, Ireland
Record Date: January 8, 2016
Voting: If you owned Mallinckrodt ordinary shares at the close of business on the record date, then you may vote at the Annual General Meeting by following the procedures outlined in this Proxy Statement. Each ordinary share is entitled to one vote on each matter properly brought before the Annual General Meeting.
Ordinary Shares Outstanding as of Record Date: 112,434,856
Transfer Agent: Computershare Inc.
Place of Incorporation: Ireland

Meeting Agenda and Voting Recommendations
Proposal
  
Our Board's Recommendation
Elect directors (page 48)
  
FOR each nominee
Advisory non-binding vote to approve the re-appointment of the independent auditors and binding vote to authorize the Audit Committee of the Board to set the auditors’ remuneration (page 52)
  
FOR
Advisory vote to approve executive compensation (page 53)
  
FOR
Approval of 2016 Employee Stock Purchase Plan (page 54)
  
FOR
Authorization to make market purchases or overseas market purchases of Company shares (page 58)
  
FOR
Authorization of the price at which the Company can re-allot shares held as treasury shares (Special Resolution) (page 59)
  
FOR

Our Director Nominees
Name
Age
Director Since
Principal Occupation
Committee
Memberships
Other Public Company Boards
Melvin D. Booth*
70
2013
Former President of MedImmune
Audit; Portfolio
1
David R. Carlucci*
61
2013
Former Chairman, Chief Executive Officer and President of IMS Health
Human Resources and Compensation (Chair)
1
J. Martin Carroll*
66
2013
Former President and Chief Executive Officer of Boehringer Ingelheim Corporation
Compliance (Chair); Nominating and Governance
2
Diane H. Gulyas*
59
2013
Former President of the Performance Polymers Division of E. I. duPont de Nemours
Audit
2

MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement   1 

 
 
PROXY STATEMENT SUMMARY
 
 

Name
Age
Director Since
Principal Occupation
Committee
Memberships
Other Public Company Boards

Nancy S. Lurker*

58
2013
Former Chief Executive Officer of PDI, Inc.
Human Resources and Compensation
0
JoAnn A. Reed*
60
2013
Healthcare services consultant and former Senior Vice President, Finance and Chief Financial Officer of Medco Health Solutions
Audit (Chair)
2
Angus C. Russell*
60
2014
Former Chief Executive Officer of Shire plc
Audit
2
Virgil D. Thompson*
76
2014
Former President and Chief Executive Officer of Angstrom Pharmaceuticals, Inc.
Human Resources and Compensation
1
Mark C. Trudeau
54
2013
President and Chief Executive Officer of Mallinckrodt plc
Portfolio
0
Kneeland C. Youngblood, M.D.*
60
2013
Founding Partner of Pharos Capital Group
Compliance; Nominating and Governance
1
Joseph A. Zaccagnino*
69
2013
Former President and Chief Executive Officer of Yale New Haven Health System
Nominating and Governance (Chair); Compliance
0
* Independent Director
 




2  MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement  


 
 
GENERAL INFORMATION

GENERAL INFORMATION
Questions and Answers about Proxy Materials, Voting, Attending the Meeting and Other General Information

Why did I receive this Proxy Statement?
 
We are making this Proxy Statement available to you on or about January 22, 2016 on the Internet, or by delivering printed versions to you by mail, because our Board of Directors is soliciting your proxy to vote at our 2016 Annual General Meeting on March 16, 2016. This Proxy Statement contains information about the items being voted on at the Annual General Meeting and important information about Mallinckrodt.
This Proxy Statement and the following documents relating to the 2016 Annual General Meeting are available on the Investor Relations section of our website at www.mallinckrodt.com:
Our Internet Notice of Availability of Proxy Materials;
Our Annual Report on Form 10-K for the fiscal year ended September 25, 2015; and
Our Irish Statutory Accounts for the fiscal year ended September 25, 2015 and the reports of the Directors and auditors thereon.

How do I access the proxy materials and vote my shares?
 
The instructions for accessing proxy materials and voting can be found in the information you received either by mail or e-mail.

For shareholders who received a notice by mail about the Internet availability of proxy materials:  You may access the proxy materials and voting instructions over the Internet via the web address provided in the notice. In order to access this material and vote, you will need the control number provided on the notice you received in the mail. You may vote by following the instructions on the notice or on the website.

For shareholders who received a notice by e-mail:  You may access the proxy materials and voting instructions
over the Internet via the web address provided in the e-mail. In order to vote, you will need the control number provided in the e-mail. You may vote by following the instructions in the e-mail or on the website.
For shareholders who received the proxy materials by mail:  You may vote your shares by following the instructions provided on the proxy card or voting instruction form. If you vote by Internet or telephone, you will need the control number provided on the proxy card or voting instruction form. If you vote by mail, please complete, sign and date the proxy card or voting instruction form and mail it in the accompanying pre-addressed envelope.
 
Who may vote at the Annual General Meeting and how many votes do I have?
 
If you owned our ordinary shares at the close of business on the record date, January 8, 2016, then you may vote at the Annual General Meeting by following the procedures outlined in this Proxy Statement. At the close of business on the record date, we had 112,434,856 ordinary shares outstanding and entitled to vote. Each ordinary share is entitled to one vote on each matter properly brought before the Annual General Meeting.
 
May I vote my shares in person at the Annual General Meeting?
 
Yes, you may vote your shares in person at the Annual General Meeting as follows:

If you are a shareholder of record and you wish to vote in person at the Annual General Meeting, you may do so. If you do not wish to attend yourself, you may also appoint a proxy or proxies to attend, speak and vote in your place. A proxy does not need to be one of our shareholders. You are not precluded from attending, speaking or voting at the Annual General Meeting, even if you have completed a proxy form. To appoint a proxy other than our designated officers, please contact our Company Secretary.

MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement   3 

 
GENERAL INFORMATION
 



If you are a beneficial owner of shares and you wish to vote in person at the Annual General Meeting, you must obtain a legal proxy from the bank, brokerage firm or nominee that holds your shares. You will need to bring the legal proxy with you to the meeting and hand it in with a signed ballot that you can request at the meeting. You will not be able to vote your shares at the Annual General Meeting without a legal proxy and a signed ballot.

Even if you plan to attend the Annual General Meeting, we recommend that you also vote by proxy as described above so that your vote will be counted if you later decide not to attend the meeting.
 
What is the deadline for voting my shares if I do not vote in person at the Annual General Meeting?
 
If you are a shareholder of record, you may vote by Internet or by telephone until 11:59 p.m., United States Eastern Time, on March 15, 2016.

If you are a beneficial owner of shares held through a bank or brokerage firm, please follow the voting instructions provided by your bank or brokerage firm.
 
What is the difference between holding shares as a shareholder of record and as a beneficial owner of shares held in street name?
 
Shareholder of Record.  If you hold ordinary shares and your name appears in the Register of Members of Mallinckrodt, you are considered the shareholder of record of those shares.

Beneficial Owner of Shares Held in Street Name.  If your ordinary shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the beneficial owner of shares held in “street name.” As a beneficial owner, you have the right to direct your bank or brokerage firm how to vote the shares held in your account.
 
Can I change my vote after I have submitted my proxy?
 
Yes. You have the right to revoke your proxy before it is voted at the Annual General Meeting. You may vote again on a later date within the proxy voting deadlines described above by Internet or by telephone (only your latest proxy submitted prior to the meeting will be counted), or by signing and returning a new proxy card with a later date, or by attending the meeting and voting in person. However, your attendance at the Annual General Meeting will not automatically revoke a previously submitted proxy unless you actually vote in person at the meeting or file a written instrument with our Company Secretary prior to the start of the meeting requesting that your prior proxy be revoked.
 
What happens if I do not give specific voting instructions when I deliver my proxy?
 
Shareholders of Record.  If you are a shareholder of record and you:

Indicate when voting by Internet or by telephone that you wish to vote as recommended by our Board of Directors; or
If you sign and return a proxy card without giving specific voting instructions,

then the Company-designated proxy holders will vote your shares in the manner recommended by our Board of Directors on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion regarding any other matters properly presented for a vote at the meeting.

Beneficial Owners of Shares Held in Street Name.  If you are a beneficial owner of shares and your bank or
brokerage firm does not receive instructions from you about how your shares are to be voted, one of two things can happen, depending on the type of proposal. Pursuant to New York Stock Exchange (“NYSE”) rules, brokers have discretionary power to vote your shares with respect to “routine” matters, but they do not have discretionary power to vote your shares on “non-routine” matters. Pursuant to NYSE rules, the election of directors, the advisory vote to approve the Company’s executive compensation and the approval of the 2016 Employee Stock Purchase Plan are considered non-routine matters. A bank or brokerage firm may not vote your shares with respect to non-routine matters if you have not provided instructions. This is called a “broker non-vote.” We strongly encourage you to submit your proxy and exercise your right to vote as a shareholder.

4  MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement  


 
 
GENERAL INFORMATION

 
What is the “quorum” requirement for the Annual General Meeting?
 
In order to conduct any business at the Annual General Meeting, holders of a majority of Mallinckrodt ordinary shares outstanding and entitled to vote on the record date must be present in person or represented by valid proxies. This is called a quorum. Your shares will be counted for purposes of determining if there is a
quorum, whether representing votes for, against or abstained, or broker non-votes, if you:

Are present and vote in person at the meeting;
Have voted by Internet or by telephone; or
Have submitted a proxy card or voting instruction form by mail.

Assuming there is a proper quorum of shares represented at the Annual General Meeting, how many shares are required to approve the proposals being voted upon at the Annual General Meeting?

The voting requirements for each of the proposals are as follows:
 
Proposal
  
Vote Required
1.
Elect directors
  
Majority of votes cast
2.
Advisory non-binding vote to approve the re-appointment of the independent auditors and binding vote to authorize the Audit Committee of the Board to set the auditors’ remuneration
  
Majority of votes cast
3.
Advisory vote to approve executive compensation
  
Majority of votes cast
4.
Approval of 2016 Employee Stock Purchase Plan
  
Majority of votes cast
5.
Authorization to make market purchases or overseas market purchases of Company shares
  
Majority of votes cast
6.
Authorization of the price at which the Company can reissue shares held as treasury shares (Special Resolution)
  
75% of votes cast
 
How are abstentions and broker non-votes treated?
 
Abstentions and broker non-votes are considered present for purposes of determining the presence of a quorum. Abstentions and broker non-votes will not be considered votes properly cast at the Annual General Meeting pursuant to our Articles of Association. Because the approval of all of the proposals is based on the votes properly cast at the Annual General Meeting, abstentions and broker non-votes will not have any effect on the outcome of voting on these proposals under Irish law.
 
Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?
 
As explained in more detail below, we are using the “notice and access” system adopted by the U.S. Securities and Exchange Commission (the “SEC”) relating to delivery of our proxy materials over the Internet. As a result, we mailed to many of our shareholders a notice about the Internet availability of the proxy materials instead of a paper copy of the proxy materials. Shareholders who received the notice will have the ability to access the proxy materials over the Internet and to request a paper copy of the proxy materials by mail, by e-mail or by telephone. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found on the notice. In addition, the notice contains instructions on how shareholders may request proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. This notice of Internet availability of proxy materials also serves as a Notice of Meeting.
 

MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement   5 

 
GENERAL INFORMATION
 



What are the “notice and access” rules and how do they affect the delivery of the proxy materials?
 
The SEC’s notice and access rules allow us to deliver proxy materials to our shareholders by posting the materials on an Internet website, notifying shareholders of the availability of the proxy materials on the Internet and sending paper copies of proxy materials upon shareholder request. We believe that the notice and access rules allow us to use Internet technology that many shareholders prefer, continue to provide our shareholders with the information they need and, at the same time, assure more prompt delivery of the proxy materials. The notice and access rules also lower our cost of printing and delivering the proxy materials and minimize the environmental impact of printing paper copies.
 
Why didn’t I receive a notice in the mail about the Internet availability of the proxy materials?
 
Shareholders who previously elected to access the proxy materials over the Internet will not receive a notice in the mail about the Internet availability of the proxy materials. Instead, you should have received an e-mail with links to the proxy materials and the proxy voting website. Additionally, we mailed copies of the proxy materials to shareholders who previously requested to receive paper copies instead of the notice.

If you received a paper copy of the proxy materials, you may elect to receive future proxy materials electronically by following the instructions on your proxy card or voting instruction form. Choosing to receive your future proxy materials by e-mail will help us conserve natural resources and reduce the cost of printing and distributing our proxy materials. If you choose to receive future proxy materials by e-mail, you will receive an e-mail with instructions containing a link to the website where those materials are available and a link to the proxy voting website. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.
 
How do I attend the Annual General Meeting?
 
All shareholders are invited to attend the Annual General Meeting at the Sofitel London Heathrow Hotel, Terminal 5, London Heathrow Airport, London TW6 2GD, United Kingdom.

Shareholders in Ireland may participate in the Annual General Meeting by audio link at the offices of Arthur Cox, Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland.

Shareholders of Record.  For admission to the Annual General Meeting, shareholders of record should bring picture identification to the Registered Shareholders check-in area, where ownership will be verified. If you would like someone to attend on your behalf, please contact our Company Secretary prior to the meeting.

Beneficial Owners of Shares Held in Street Name.  Those who have beneficial ownership of ordinary shares held by a bank, brokerage firm or other nominee should come to the Beneficial Owners check-in area. To be admitted, beneficial owners must bring picture identification, as well as proof from their banks or brokers that they owned our ordinary shares on January 8, 2016, the record date for the Annual General Meeting.

Registration will begin at 9:00 a.m., local time, and the Annual General Meeting will begin at 9:30 a.m., local time. For directions to the Annual General Meeting, please call us at +44 124 626 3051.
 
How will voting on any other business be conducted?
 
Other than matters incident to the conduct of the Annual General Meeting, we do not know of any business or proposals to be considered at the Annual General Meeting other than those set forth in this Proxy Statement. If any other business is proposed and properly presented at the Annual General Meeting, the proxies received from our shareholders give the proxy holders the authority to vote on the matter at their discretion.
 
Who will count the votes?

Broadridge Financial Solutions, Inc. will act as the inspector of elections and will tabulate the votes.

6  MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement  


 
 
GENERAL INFORMATION


Who will pay the costs of soliciting the proxies?
 
Mallinckrodt will pay the costs of soliciting proxies. Proxies may be solicited on our behalf by our directors, officers or employees in person or by telephone, facsimile or other electronic means. We have retained Innisfree M&A Incorporated to assist in solicitation of proxies and have agreed to pay Innisfree M&A Incorporated $15,000, plus out-of-pocket expenses. As required by the SEC and the NYSE, we also will reimburse brokerage firms and other custodians, nominees and fiduciaries, upon request, for their reasonable expenses incurred in sending proxies and proxy materials to beneficial owners of our ordinary shares.
 
Who is Mallinckrodt's transfer agent?
 
Mallinckrodt's transfer agent is Computershare Inc. All communications concerning accounts of shareholders of record, including address changes, name changes, inquiries as to requirements to transfer Mallinckrodt ordinary shares and similar issues, can be handled by calling toll-free 1-877-487-1633 (U.S.) or +1-732-645-4170 (outside the U.S.) or by accessing Computershare’s website at www.computershare.com.
 
Where can I find more information about Mallinckrodt?
 
For other information about Mallinckrodt, you can visit our website at www.mallinckrodt.com.

We use our website as a channel of distribution of important company information, such as press releases, investor presentations and other financial information. We also use our website to expedite public access to time-critical information regarding us in advance of or in lieu of distributing a press release or a filing with the SEC disclosing the same information. Therefore, investors should look to the Investor Relations page of our website for important and time-critical information. Visitors to our website can also register to receive automatic e-mail and other notifications alerting them when new information is made available on the Investor Relations page of our website.

We make our website content available for information purposes only. It should not be relied upon for investment purposes, and it is not incorporated by reference into this Proxy Statement.

MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement   7 

 
CORPORATE GOVERNANCE
 


CORPORATE GOVERNANCE

Our Corporate Governance Guidelines, general approach to corporate governance and internal policies and procedures are guided by U.S. practice and applicable federal securities laws and regulations and New York Stock Exchange (NYSE) requirements. Although we are an Irish public limited company that is tax resident in the United Kingdom, we are not subject to the listing rules of the Irish Stock Exchange or the listing rules of the U.K. Listing Authority and we are therefore not subject to, nor have we adopted, the U.K. Corporate Governance Code or any other non-statutory Irish or U.K. governance standards or guidelines. While there are many similarities and overlaps between the U.S. corporate governance standards we apply and the U.K. Corporate Governance Code and other Irish/U.K. governance standards or guidelines, there are differences, relating in particular to the extent of the authorization to issue share capital and effect share repurchases that may be granted to the board of directors and the criteria for determining the independence of directors.

Our Board of Directors believes that good governance requires not only an effective set of specific practices, but also a culture of responsibility throughout an organization, and governance at Mallinckrodt is intended to achieve both. The Board also believes that good governance ultimately depends on the quality of an organization’s leadership, and it is committed to recruiting and retaining directors and officers of proven leadership ability and personal integrity.
Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines designed to assist Mallinckrodt and the Board in implementing effective corporate governance practices. These guidelines, which are reviewed annually by the Nominating and Governance Committee, address, among other things:
Director responsibilities;
Composition and selection of the Board, including qualification standards and independence guidelines;
Majority voting for directors;
The role of the Chairman of the Board or of an independent Lead Director;
Board committee establishment, structure and guidelines;
Officer and director stock ownership requirements;
Meetings of non-employee directors;
Director orientation and continuing education;
Board access to management and independent advisors;
Communication with directors;
Board and committee self-evaluations;
Succession planning and management development reviews;
CEO performance reviews;
Recoupment, or “claw-back”, of executive compensation; and
Ethics and conflicts of interest.
Our Corporate Governance Guidelines are posted on our website at www.mallinckrodt.com.

8  MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement  


 
 
CORPORATE GOVERNANCE



Independence of Nominees for Director

As noted above, the Corporate Governance Guidelines include criteria adopted by the Board to guide determinations regarding the independence of its members. The criteria, summarized below, are consistent with the NYSE listing standards regarding director independence. To be considered independent, a director must be determined by the Board to have no material relationship, directly or indirectly, with us. In assessing independence, the Board considers all relevant facts and circumstances. In particular, when assessing the materiality of a director’s relationship with us, the Board considers the issue not just from the standpoint of the director, but also from that of the persons or organizations with which the director has an affiliation. A director will not be considered independent if he or she, at the time of determination:

Is, or has been within the prior three years, an employee of Mallinckrodt or any of its subsidiaries;
Has an immediate family member who is, or has been within the prior three years, an executive officer of Mallinckrodt or any of its subsidiaries;
Is a current partner or employee of our auditor;
Has an immediate family member who is a current partner of our auditor or who is an employee of our auditor and personally works on our audit;
Has been, or has an immediate family member who has been, within the prior three years, a partner or employee of our auditor who personally worked on our audit during that time;
Is, or has an immediate family member who is, or has been within the prior three years, employed as an executive officer of a public company that has or had on the compensation committee of its board one of our executive officers (during the same period of time);
Has, or has an immediate family member who has, received more than $120,000 in direct compensation from Mallinckrodt, other than director and committee fees or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), in any 12-month period within the prior three years;
Is a current employee, or has an immediate family member who is a current executive officer, of a company that has made payments to, or received payments from, Mallinckrodt for property or services in an amount that, in any of the prior three fiscal years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues; or
Is, or his or her spouse is, an executive officer, director or trustee of a charitable organization to which our contributions, not including our matching of charitable contributions by employees, exceed, in any single fiscal year within the prior three years, the greater of $1 million or 2% of such organization’s total charitable receipts during that year.

The Board has considered the independence of its members in light of these criteria, has reviewed our relationships with organizations with which our directors are affiliated and has determined that all such relationships, other than that with Covidien plc (“Covidien”), from whom we separated in June 2013, were established in the ordinary course of business. The Board has determined that none of these current business relationships is material to us, any of the organizations involved, or our directors. Based on these considerations, the Board has determined that each of our directors and director nominees, other than Mark C. Trudeau, our President and Chief Executive Officer, satisfies the criteria and is independent. These independent directors are: Melvin D. Booth, Don M. Bailey, David R. Carlucci, J. Martin Carroll, Diane H. Gulyas, Nancy S. Lurker, JoAnn A. Reed, Angus C. Russell, Virgil D. Thompson, Kneeland C. Youngblood, M.D. and Joseph A. Zaccagnino. Each independent director is expected to notify the chair of the Nominating and Governance Committee, as soon as reasonably practicable, of changes in his or her personal circumstances that may affect the Board’s evaluation of his or her independence.

Director Nominations Process

The Nominating and Governance Committee is responsible for developing the general criteria, subject to approval by the full Board, used in identifying, evaluating and selecting qualified candidates for election or re-election to the Board. The Nominating and Governance Committee periodically reviews with the Board the appropriate skills and characteristics required of Board members in the context of the then-current make-up of the Board. Final approval of director candidates is determined by the full Board, and invitations to join the Board are extended by the Chairman of the Board on behalf of the entire Board.

MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement   9 

 
CORPORATE GOVERNANCE
 



The Nominating and Governance Committee, in accordance with our Corporate Governance Guidelines, seeks to create and maintain a Board that is strong in its collective knowledge and has a diversity of backgrounds, skills and experience with respect to accounting and finance, management and leadership, vision and strategy, business operations, business judgment, industry knowledge, corporate governance and global markets. When the Committee reviews a potential new candidate, the Committee looks specifically at the candidate’s qualifications in light of our needs and the needs of the Board at that time, given the then-current mix of director attributes.

As described in our Corporate Governance Guidelines:
Directors should be individuals of the highest ethical character and integrity;
Directors should have demonstrated management ability at senior levels in successful organizations, including as the chief executive officer of a public company or as the leader of a large, multifaceted organization, including government, educational and other non-profit organizations;
Each director should have the ability to provide wise, informed and thoughtful counsel to senior management on a range of issues and be able to express independent opinions, while at the same time working as a member of a team;
Directors should be free from any conflict of interest or business or personal relationship that would interfere with the duty of loyalty owed to us; and
Directors should be independent of any particular constituency and be able to represent all of our shareholders.

The Nominating and Governance Committee assesses independence and also monitors compliance by the members of the Board with the requisite qualifications under NYSE listing standards for populating the Audit, Human Resources and Compensation and Nominating and Governance Committees. Directors may not serve on more than four public company boards of directors (including ours). If the director is employed as CEO of a publicly traded company, the director may serve on no more than three public company boards of directors (including ours). No person may stand for election as a director after reaching age 72 unless the Board determines in its sole discretion that due to his or her unique capabilities and/or special circumstances, the election of such person is in our best interests and the best interests of our shareholders. In that regard, the Board approved the nomination of Virgil D. Thompson, age 76, who has extensive knowledge of the business and operations of Questcor Pharmaceuticals, Inc. (“Questcor”) which we acquired in August 2014. Additionally, Mr. Thompson has extensive experience as an executive officer and board member of publicly traded and private corporations in the pharmaceutical industry.

As provided in its charter, the Nominating and Governance Committee will consider nominations submitted by shareholders. To recommend a nominee, a shareholder should write to our Company Secretary at our registered address, Damastown, Mulhuddart, Dublin 15, Ireland. Any such recommendation must include:
The name and address of the candidate;
A brief biographical description, including his or her occupation for at least the last five years, and a statement of the qualifications of the candidate, taking into account the qualification requirements set forth above; and
The candidate’s signed consent to serve as a director if elected and to be named in our proxy statement.
The recommendation must also include documentary evidence of ownership of our ordinary shares if the shareholder is a beneficial owner, as well as the date the shares were acquired and the name and address of the shareholder, as required by our Articles of Association.
To be considered by the Nominating and Governance Committee for nomination and inclusion in our proxy statement for the 2017 Annual General Meeting, a shareholder recommendation for director must be received by our Company Secretary not earlier than the close of business on November 16, 2016 and not later than the close of business on December 16, 2016. Once our Company Secretary receives the recommendation, we will deliver a questionnaire to the candidate requesting additional information about the candidate’s independence, qualifications and other information that would assist the Nominating and Governance Committee in evaluating the candidate, as well as certain information that must be disclosed about the candidate in our proxy statement, if nominated. Candidates must complete and return the questionnaire within the time frame provided to be considered for nomination by the Nominating and Governance Committee.

10  MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement  


 
 
CORPORATE GOVERNANCE




The Nominating and Governance Committee also receives suggestions for director candidates from Board members and, in its discretion, may also employ a third-party search firm to assist in identifying candidates for director. All 11 of our nominees for director are current members of the Board. In evaluating candidates for director, the Committee uses the guidelines described above, and evaluates shareholder candidates in the same manner as candidates proposed from all other sources. Based on its evaluation, the Nominating and Governance Committee recommended each of the nominees for election by the shareholders. More information regarding each director nominee’s qualifications can be found in Proposal 1 later in this Proxy Statement.

Majority Vote for Election of Directors

Directors are elected by the affirmative vote of a majority of the votes cast by shareholders at the Annual General Meeting (present in person or by proxy) and serve for one-year terms. Any nominee for director who does not receive a majority of the votes cast is not elected to the Board and the position that would have been filled by such nominee will become vacant. Given that Irish law does not recognize the concept of a holdover director, incumbent directors who do not receive a majority of the votes cast at the Annual General Meeting are not re-elected to the Board, and immediately following the Annual General Meeting, will no longer be members of the Board.

Irish law does require, however, a minimum of two directors at all times. If an election results in either only one or no directors receiving the required majority vote, either the nominee or each of the two nominees receiving the greatest number of votes in favor of his or her election shall, in accordance with our Articles of Association, hold office until his or her successor(s) is elected.

Executive Sessions of the Board

The independent directors meet in executive session, without members of management present, at each regularly scheduled Board meeting and at such other times as may be deemed appropriate. These executive sessions also may include a discussion with our Chief Executive Officer.

Board Leadership Structure

Since our separation from Covidien in June 2013, the positions of Chairman of the Board and Chief Executive Officer have been held by separate people, due in part to the fact that we are a relatively new independent public company, no longer part of a conglomerate, and also to the fact that the Board is relatively newly constituted. The Chairman of the Board provides leadership to the Board and works with the Board to define its structure and activities in the fulfillment of its responsibilities. The Chairman of the Board sets the Board agendas with Board and management input, facilitates communication among directors, provides an appropriate information flow to the Board and presides at meetings of the Board and shareholders. The Chairman of the Board works with other Board members to provide strong, independent oversight of our management and affairs. Future modification of the Board leadership structure will be made at the sole discretion of the Board. A more detailed description of the role and responsibilities of the Chairman of the Board are set forth in our Corporate Governance Guidelines.

Code of Ethics

We have adopted the Mallinckrodt Guide to Business Conduct, which applies to all of our employees, officers and directors and meets the requirements of a “code of ethics” as defined by SEC regulations. The Guide to Business Conduct also meets the requirements of a code of business conduct and ethics under the listing standards of the NYSE. The Guide to Business Conduct is posted on our website, www.mallinckrodt.com. We will disclose any material amendments to the Guide to Business Conduct, as well as any waivers for executive officers or directors, on our website.

MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement   11 

 
CORPORATE GOVERNANCE
 


 

Board Risk Oversight

Our Board oversees an enterprise-wide approach to risk management designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance shareholder value. A fundamental part of risk management is not only understanding the risks we face and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for us. The involvement of the full Board in approving our business strategy is a key part of its assessment of management’s appetite for risk and the determination of what constitutes an appropriate level of risk for us. In this process, risk is assessed throughout the business, focusing on three primary areas: financial risk, legal/compliance risk and operational/strategic risk.

While the full Board has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management. In particular, the Audit Committee focuses on financial risk, including internal controls, and receives an annual risk assessment report from our internal auditors. The Compliance Committee assists the Board in fulfilling its oversight responsibility with respect to regulatory, healthcare compliance and public policy issues that affect us and work closely with our legal and regulatory groups. In addition, in setting compensation, the Human Resources and Compensation Committee strives to create incentives that encourage a level of risk-taking behavior consistent with our business strategy. The Compliance Committee conducts an annual assessment of the risk management process and reports its findings to the Board.

Compensation Risk Assessment

At the direction of the Human Resources and Compensation Committee, representatives of our human resources department conducted a risk assessment of our compensation policies and practices during fiscal 2015. This risk assessment consisted of a review of cash and equity compensation provided to our employees, with a focus on compensation payable to senior executives and incentive compensation plans that provide variable compensation to other employees based upon Company and individual performance. The Human Resources and Compensation Committee and its independent consultant reviewed the findings of this assessment and agreed with the conclusion that our compensation programs are designed with the appropriate balance of risk and reward in relation to our overall business strategy and do not create risk that is reasonably likely to have a material adverse effect on us. The following characteristics of our compensation programs support this finding:
Our use of different types of compensation vehicles that provide a balance of long- and short-term incentives with fixed and variable components;
Our use of a variety of performance metrics, both absolute (e.g., adjusted EPS) and relative to our peers (e.g., total shareholder return);
Our practice of looking beyond results-oriented performance in assessing the contributions of a particular executive;
Our share ownership requirements;
Our executive compensation clawback policy; and
The ability of the Human Resources and Compensation Committee to reduce incentive payouts if deemed appropriate.

Anti-Hedging/Anti-Pledging Policy
Our Insider Trading Policy prohibits directors, officers and employees from entering into or trading in puts, calls, cashless collars, options or similar rights and obligations or any other hedging activity involving our securities, other than the exercise of a Company-issued stock option. It also prohibits pledging our securities as collateral under certain circumstances.

12  MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement  


 
 
CORPORATE GOVERNANCE





Transactions with Related Persons

The Nominating and Governance Committee is responsible for the review and, if appropriate, approval or ratification of “related-person transactions” involving us or our subsidiaries and related persons. Under SEC rules, a related person is a director, nominee for director, executive officer or a beneficial owner of 5% or more of our ordinary shares, and their immediate family members. The Board has adopted written policies and procedures that apply to any transaction or series of transactions in which we or one of our subsidiaries is a participant, the amount involved exceeds $120,000 and a related person has a direct or indirect material interest.

Kirsten Fereday, the daughter of director Don M. Bailey, was employed by Mallinckrodt as a Senior Director, Business Analytics and Evaluation through January 23, 2015. Ms. Fereday previously worked for Questcor, which we acquired in August 2014.  Ms. Fereday received total cash compensation for the year ended September 25, 2015 of $288,119 (of which $69,861 was her 2014 bonus under the Questcor bonus plan and $133,796 was a severance payment under the Questcor severance plan). Her unvested stock options and restricted stock (1,079 stock options with an exercise price of $11.62, 3,237 stock options with an exercise price of $26.50 and 10,623 shares of restricted stock) became fully vested upon termination of employment pursuant to the terms of her Questcor award agreements. Ms. Fereday's employment was approved in accordance with our policies and procedures for the review, approval and ratification of related party transactions and Mr. Bailey was not involved in the determination of Ms. Fereday's compensation.

Communications with the Board of Directors

The Board has established a process for interested parties to communicate with members of the Board. If you have a concern, question or complaint regarding our compliance with any policy or law, or would otherwise like to contact the Board, you may reach the Board via e-mail at board.directors@mallinckrodt.com. A direct link to this e-mail address can be found on our website. You may also submit communications in writing or by phone. Please refer to the Board contact information that can be found at www.mallinckrodt.com/Company_Contacts/. All concerns and inquiries are received and reviewed promptly by the Office of the General Counsel. Any significant concerns relating to accounting, internal controls or audit matters are reviewed with the Audit Committee.

All concerns will be addressed by the Office of the General Counsel, unless otherwise instructed by the Audit Committee or the Chairman of the Board. The status of all outstanding concerns is reported to the Chairman of the Board and the Audit Committee on a quarterly basis, and any concern that is determined to pose an immediate threat to us or concern one of our senior officials (any executive officer or any direct report to the President and Chief Executive Officer) is immediately communicated to the Chair of the Audit Committee. The Chairman of the Board or the Audit Committee may determine that certain matters should be presented to the full Board and may direct the retention of outside counsel or other advisors in connection with any concern addressed to them. The Mallinckrodt Guide to Business Conduct prohibits any employee from retaliating against anyone for raising or helping to resolve an integrity question.

MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement   13 

 
BOARD OF DIRECTORS AND BOARD COMMITTEES
 


BOARD OF DIRECTORS AND BOARD COMMITTEES

General

Our business, property and affairs are managed under the direction of the Board of Directors, which currently is comprised of 12 members. Directors are kept informed about our business through discussions with the Chairman of the Board and the Chief Executive Officer and other officers, by reviewing materials provided to them, and by participating in meetings of the Board and its committees. During fiscal 2015, the Board held nine meetings. All of our directors attended over 75% of the total of all meetings of the Board and the committees on which they served during their terms in office in fiscal 2015. Our Corporate Governance Guidelines provide that Board members are expected to attend each Annual General Meeting. All of our current Board members attended our 2015 Annual General Meeting.
Board Committees
The Board has a separately designated Audit Committee established in accordance with the Securities Exchange Act of 1934, as amended, as well as a Human Resources and Compensation Committee, a Nominating and Governance Committee, a Compliance Committee and a Portfolio Committee. Membership and chairs of the committees are recommended by the Nominating and Governance Committee and selected by the Board. The committees report on their activities to the Board at each regular Board meeting.
The table below provides Board and committee membership information as of the date of this Proxy Statement.
 
 
 
Audit
Committee
 
Human 
Resources
and 
CompensatIon
Committee
 
Nominating and
Governance
Committee
 
Compliance
Committee
 
Portfolio
Committee
Non-Employee Directors
 
 
 
 
 
 
 
 
 
 
Melvin D. Booth
 
 
 
 
 
 
 
 
 
 
Don M. Bailey
 
 
 
 
 
 
 
 
 
 
David R. Carlucci
 
 
 
 
 
 
 
 
 
 
J. Martin Carroll
 
 
 
 
 
 
 
 
 
 
Diane H. Gulyas
 
 
 
 
 
 
 
 
 
 
Nancy S. Lurker
 
 
 
 
 
 
 
 
 
 
JoAnn A. Reed
 
 
 
 
 
 
 
 
 
 
Angus C. Russell
 
 
 
 
 
 
 
 
 
 
Virgil D. Thompson
 
 
 
 
 
 
 
 
 
 
Kneeland C. Youngblood, M.D.
 
 
 
 
 
 
 
 
 
 
Joseph A. Zaccagnino
 
 
 
 
 
 
 
 
 
 
Employee Director
Mark C. Trudeau
 
 
 
 
 
 
 
 
 
 
Number of Meetings Held in Fiscal 2015
 
13
 
5
 
5
 
5
 
10
 
 
Chairman of the Board
 
Chairperson
 
Member


14  MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement  


 
 
BOARD OF DIRECTORS AND BOARD COMMITTEES

Audit Committee

The Audit Committee monitors the integrity of our financial statements, the independence and qualifications of the independent auditors, the performance of our internal auditors and independent auditors, our compliance with certain legal and regulatory requirements and the effectiveness of our internal controls. The Audit Committee is responsible for selecting, retaining, evaluating, setting the remuneration of and, if appropriate, recommending the termination of our independent auditors. The members of the Audit Committee are Ms. Reed, Mr. Booth, Ms. Gulyas and Mr. Russell, each of whom is independent under SEC rules and NYSE listing standards applicable to audit committee members. Ms. Reed is the Chair of the Audit Committee. The Board has determined that Ms. Reed is an audit committee financial expert. The Audit Committee held 13 meetings during fiscal 2015. The Audit Committee operates under a charter approved by the Board, which is posted on our website at www.mallinckrodt.com.

Human Resources and Compensation Committee

The Human Resources and Compensation Committee reviews and approves compensation and benefits policies and objectives, determines whether our officers and employees are compensated according to those objectives and carries out the Board’s responsibilities relating to executive compensation. The current members of the Human Resources and Compensation Committee are Mr. Carlucci, Ms. Lurker and Mr. Thompson, each of whom is independent under NYSE listing standards. Mr. Carlucci is the Chair of the Human Resources and Compensation Committee. Ms. Gulyas served as a member of the Human Resources and Compensation Committee until May 21, 2015. The Human Resources and Compensation Committee held five meetings during fiscal 2015. The Human Resources and Compensation Committee operates under a charter approved by the Board, which is posted on our website at www.mallinckrodt.com.

Nominating and Governance Committee

The Nominating and Governance Committee is responsible for identifying individuals qualified to become Board members, recommending to the Board the director nominees for election at the Annual General Meeting, developing and recommending to the Board our Corporate Governance Guidelines, and taking a general leadership role in our corporate governance. The Nominating and Governance Committee also reviews the succession planning process relating to the Chief Executive Officer. The members of the Nominating and Governance Committee are Mr. Zaccagnino, Mr. Carroll and Dr. Youngblood, each of whom is independent under NYSE listing standards. Mr. Zaccagnino is the Chair of the Nominating and Governance Committee. The Nominating and Governance Committee held five meetings during fiscal 2015. The Nominating and Governance Committee operates under a charter approved by the Board, which is posted on our website at www.mallinckrodt.com.

Compliance Committee

The Compliance Committee assists the Board in fulfilling its oversight responsibility with respect to regulatory, healthcare compliance and public policy issues that affect us. The members of the Compliance Committee are Mr. Carroll, Dr. Youngblood and Mr. Zaccagnino, each of whom is independent under NYSE listing standards. Mr. Carroll serves as the Chair of the Compliance Committee. The Compliance Committee held five meetings during fiscal 2015. The Compliance Committee operates under a charter approved by the Board, which is posted on our website at www.mallinckrodt.com.

Portfolio Committee

The Portfolio Committee provides oversight of our portfolio of external business development and internal research and development investments and activities. The members of the Portfolio Committee are Mr. Bailey, Mr. Trudeau and Mr. Booth. Mr. Bailey serves as the Chair of the Portfolio Committee. The Portfolio Committee held 10 meetings during fiscal 2015.

MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement   15 

 
COMPENSATION OF NON-EMPLOYEE DIRECTORS
 


COMPENSATION OF NON-EMPLOYEE DIRECTORS

The Board of Directors has approved a compensation structure for non-employee directors consisting of equity awards, an annual cash retainer and supplemental cash retainers. This compensation structure was determined in conjunction with the Nominating and Governance Committee, after reviewing data and analyses from the Nominating and Governance Committee’s independent compensation consultant, Frederic W. Cook & Co., Inc.

Cash Retainers

Board members.  The cash retainers are paid in four quarterly installments at the end of each quarter. Directors joining the Board other than on the first day of a quarter receive a cash retainer pro-rated for the number of days served during their initial quarter of service. During fiscal 2015, the annual cash retainer for all directors was $100,000.

Committee Chairs.  The Chair of the Audit Committee receives a supplemental annual cash retainer of $25,000. The Chair of the Human Resources and Compensation Committee receives a supplemental annual cash retainer of $20,000. The Chairs of the Compliance Committee, the Nominating and Governance Committee and the Portfolio Committee each receive a supplemental annual cash retainer of $15,000.

Committee Members.  Each member of a committee (excluding committee chairs) receives a supplemental annual cash retainer of $5,000.

Non-Executive Chairman of the Board.  Our non-executive Chairman receives a supplemental annual cash retainer of $50,000.

Equity Awards

Restricted Units.  At the time of our 2015 Annual General Meeting, each non-employee director received an annual grant of restricted units with a value of $225,000. Additionally, our non-executive Chairman received, at the time of our 2015 Annual General Meeting, additional restricted units with a value of $112,000. The 2015 awards vest on the date of our 2016 Annual General Meeting.

New directors receive a pro-rated annual equity grant. A pro-rated annual equity grant will not be granted to any new director who commences service less than three months prior to the vesting date.

Other

Pursuant to our Matching Gift Program, we match employee and director contributions to charitable organizations up to $2,500. Directors are also reimbursed for reasonable out-of-pocket expenses incurred in attending Board meetings, committee meetings and shareholder meetings. Directors are provided with chartered private or commercial aircraft in order to travel to and from such meetings.

Director Share Retention and Ownership Guidelines

As set forth in our Corporate Governance Guidelines, all non-employee directors are required to hold Mallinckrodt ordinary shares with a market value of at least five times the annual cash retainer. In determining a director’s ownership, shares held directly as well as shares underlying restricted units subject to time-based vesting are included. Shares underlying unexercised stock options are not included in the calculation. Until the required ownership level is achieved, the non-employee directors are required to retain net after tax shares received upon vesting of restricted units.

The following table provides information concerning the compensation paid by us to each of our non-employee directors for the fiscal year ended September 25, 2015. Compensation for Mark C. Trudeau, our President and Chief Executive Officer, is shown in the Summary Compensation Table. Mr. Trudeau receives no additional compensation for his services as a director.

16  MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement  


 
 
COMPENSATION OF NON-EMPLOYEE DIRECTORS


2015 Director Compensation Table
Name
 
Fees Earned
or Paid in Cash
($)
 
Stock
Awards
($)(1)
 
All Other
Compensation
($)(2)
 
Total
($)
Melvin D. Booth
 
157,500
 
337,000
 
500
 
495,000
Don M. Bailey
 
115,000
 
225,000
 
2,500
 
342,500
David R. Carlucci
 
120,000
 
225,000
 
0
 
345,000
J. Martin Carroll
 
120,000
 
225,000
 
2,600
 
347,600
Diane H. Gulyas
 
108,750
 
225,000
 
2,600
 
336,350
Nancy S. Lurker
 
105,000
 
225,000
 
100
 
330,100
JoAnn A. Reed
 
125,000
 
225,000
 
1,000
 
351,000
Angus C. Russell
 
105,000
 
225,000
 
200
 
330,200
Virgil D. Thompson
 
105,000
 
225,000
 
250
 
330,250
Kneeland C. Youngblood, M.D.
 
107,500
 
225,000
 
1,500
 
334,000
Joseph A. Zaccagnino
 
117,500
 
225,000
 
150
 
342,650
 
(1)
The amounts reported reflect the aggregate grant date fair value of restricted units granted in fiscal 2015, calculated in accordance with Accounting Standards Codification 718. The grant date fair value does not necessarily correspond to the actual value that will be recognized by each director, which will likely vary based on a number of factors, including our financial performance, share price fluctuations and applicable vesting. As of September 25, 2015, Mr. Booth had 2,569 unvested restricted units outstanding and each other current director listed in the table above had 1,715 unvested restricted units outstanding.
(2)
Reflects Company match of directors’ charitable contributions pursuant to our Matching Gift Program, as well as a one-time Company match of directors' charitable contributions made in connection with a January 2015 fundraising event.

MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement   17 

 
COMPENSATION DISCUSSION AND ANALYSIS
 



COMPENSATION OF EXECUTIVE OFFICERS

COMPENSATION DISCUSSION AND ANALYSIS
Fiscal 2015 Performance Highlights

Fiscal 2015 was an important and pivotal year for Mallinckrodt.  We continued to make great progress against our overall strategic objective:  to create a highly profitable, specialty pharmaceutical business with a durable, diversified product portfolio that provides valuable therapies for underserved patient populations in areas of high unmet medical need, and is well positioned to drive volume and deliver growth and long-term sustainable value to our shareholders.  We made great strides in pursuing this strategy and transforming our portfolio by delivering near-term value on our acquisitions while at the same time creating platforms to drive organic growth for many years to come.
Key performance highlights for fiscal 2015 include:

Net sales were $3.347 billion, compared with $2.082 billion in the prior year, representing a 60.8% increase.  The increase was primarily driven by the inclusion and performance of Acthar®, INOMAX® and OFIRMEV® in the Specialty Brands segment.  Importantly, Acthar net sales were $1.037 billion and Specialty Brands operating income grew $701.9 million;
Net income from continuing operations was $310.8 million, compared with a $143.8 million loss in fiscal 2014.  The fiscal 2014 loss included a $151.6 million impairment charge;
Diluted earnings per share from continuing operations were $2.63 compared with a loss of $2.22 in fiscal 2014;
Net cash provided by operating activities was $896.4 million, compared with $373.4 million in fiscal 2014;
We completed the acquisitions of Ikaria and Therakos, further expanding our Specialty Brands portfolio; and
We announced the planned divestiture of our Contrast Media and Delivery Systems business, and subsequently the transaction was completed on November 27, 2015.
We believe the investments and changes made in fiscal 2015 will result in net revenue growth in fiscal 2016.

Executive Summary

Our executive compensation program is designed to motivate our executives to achieve financial, operational and strategic performance goals that we believe will drive long-term, sustainable value for our shareholders. The program is weighted toward incentive and stock-based compensation so that executives’ actual realized compensation will be higher when we achieve our goals and lower when we fall short. We understand and expect our executives will aggressively pursue our objectives, and have implemented policies and practices to discourage excessive risk-taking behavior.

Guiding Principles for Executive Compensation
To Align our Programs with Shareholder Interests, we:
Design our pay programs to help ensure that the long-term incentive pay and the funding of a significant portion of short-term incentive pay of our named executive officers ("NEOs") are linked to our overall performance;
Maintain market appropriate share ownership requirements, including 5x base salary for our President and Chief Executive Officer ("CEO") and 3x base salary for our other NEOs, which helps to ensure that they have a significant stake in our long-term success;
Grant equity awards that generally vest over a minimum three-year period;
Prohibit the repricing or exchange of equity awards without shareholder approval; and
Review our compensation programs and policies to ensure they do not encourage excessive risk-taking.

18  MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement  


 
 
COMPENSATION DISCUSSION AND ANALYSIS


To Develop High Caliber Talent, we:
Have the Human Resources and Compensation Committee ("HRCC") oversee executive talent and succession planning processes, not just strictly compensation decisions;
Involve HRCC members in the executive officer selection process;
Conduct annual Management Talent Reviews that assess critical organization capabilities, executive team performance, succession depth and retention risk;
Share results of the Management Talent Review for our most senior executives with the HRCC;
Solicit performance feedback from the full Board regarding our CEO's performance; and
Require annual performance evaluations for all executives.
To Motivate Executives and Align Pay with Performance, we:
Maintain executive compensation principles to support and drive our business strategies, goals and values;
Weight our executive compensation mix heavily toward variable, rather than fixed compensation;
Design our programs to differentiate payouts based upon business and individual performance, so that our programs deliver below target compensation to executives in years with below target performance and deliver above target compensation to executives in years with above target performance; and
Include both relative and absolute performance metrics in our long-term performance units program.
To Attract and Retain High Caliber Talent, we:
Set our target executive compensation structure competitively with our defined market for talent;
Review our executive compensation peer group on a regular basis to help ensure it is representative of our market for talent and our business portfolio;
Use multiple industry surveys and advisory resources to help ensure a current understanding of changing market competitive practices; and
Provide market competitive benefits for our executive officers.
To Practice Sound Governance, we:
Have an executive compensation clawback policy that allows us to recover performance-based cash and equity incentive compensation paid to executives in various circumstances;
Do not enter into long-term employment contracts with our executive officers (except as required outside the United States);
Provide for "double trigger" severance upon a change in control;
Prohibit directors, officers and employees from entering into or trading in puts, calls, cashless collars, options or similar rights and obligations involving our securities, other than the exercise of a Company-issued stock option;
Prohibit tax gross-ups to our executives other than for relocation expenses and limited business-related benefits; and
Engage an independent compensation consultant as an advisor to the HRCC and formally review the advisor's performance and independence annually.
We believe that executive compensation programs play a key role in driving our performance.
In future years, we expect to continue to drive performance in our business by rewarding executives who deliver strong results.

MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement   19 

 
COMPENSATION DISCUSSION AND ANALYSIS
 


Our Named Executive Officers
For purposes of the Compensation Discussion and Analysis ("CD&A") and executive compensation disclosures, the individuals listed below are referred to collectively as our NEOs. They are our CEO, our Chief Financial Officer and our three other most highly compensated executive officers based on fiscal 2015 compensation:
Mark Trudeau, President and Chief Executive Officer.
Matthew Harbaugh, Senior Vice President and Chief Financial Officer.
Frank Scholz, Senior Vice President, Global Operations.
Hugh O’Neill, Senior Vice President and President, Autoimmune and Rare Diseases.
Gary Phillips, Senior Vice President and Chief Strategy Officer.

 2015 Compensation Program
The following table summarizes the three major elements of our executive compensation program and the objective of each element. They are designed to work together and the HRCC views the executive compensation program as an integrated total compensation program. The mix of compensation elements varies based on an executive’s position and responsibilities.
Element
Key Features
Objective
Base salary
Fixed cash compensation
Offer a stable income, intended to reflect the market value of the executive officer’s role, with differentiation for strategic significance, individual capability and experience
Annual incentive compensation
Market-competitive, performance-based cash bonus opportunity tied to achievement of Company and individual goals
 
Initial calculation for each executive officer's annual cash incentive is based on performance versus pre-determined goals for corporate performance measures. In addition, each executive officer's individual performance can modify the amount
Focus executive officers on pre-set objectives each year and drive specific behaviors that foster short- and long-term growth and profitability.
Long-term incentive compensation
Awards of stock options, restricted units and performance units
 
Stock options generally have ten-year terms and vest in four equal installments on each anniversary of the grant date
 
Restricted units generally vest in four equal installments on each anniversary of the grant date. Each unit is converted into one ordinary share at vesting
 
Performance units may be earned from 0% to 200% of the target number of units, based on performance over a three-year performance period. For the fiscal 2015-2017 performance period, half of the performance units are based on our adjusted EBITDA margin, while the other half are based on our relative total shareholder return versus a TSR performance peer group, in each case over the performance period. To the extent earned, performance units are delivered as ordinary shares at the end of the performance period
Align the interests of executive officers with the interests of shareholders in long-term growth and stock performance, reward executive officers for the achievement of multi-year performance objectives and shareholder value creation, and promote retention

20  MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement  


 
 
COMPENSATION DISCUSSION AND ANALYSIS


The following charts illustrate, for fiscal 2015, the distribution of value among the three elements of direct compensation — base salary, target annual incentive compensation and target long-term incentive compensation — for our CEO and on average for the other NEOs. (The long-term equity incentive component is based on the dollar value awarded by the HRCC before conversion to the various forms of equity awards — see the “Long-Term Incentive Awards” section of this CD&A). Of target total direct compensation, 90% of our CEO’s and, on average, 77% of the other NEOs’ was variable and at risk, either because it is subject to performance goals, the fluctuations of our stock price, or both.
We provide all employees, including our executive officers, with other benefits, consisting of retirement benefits, including both qualified and non-qualified defined contribution retirement plans, health and welfare benefits, and an employee stock purchase plan. In addition, our executive officers are provided with change in control and severance benefits as well as an executive physical program and an executive financial and tax planning program. These benefits are intended to be competitive with the practices of our peer companies.
Executive Compensation Philosophy
Our compensation philosophy is designed to attract, retain and motivate our executive officers. The core principles of that compensation philosophy are as follows:
Compensation should strongly align the interests of executive officers with those of shareholders;
Compensation policies and practices should support effective governance;
The focus should be on total compensation opportunity (base salary, annual incentive compensation and long-term incentive compensation) with an explicit role for each element;
Compensation should be competitive, but not excessive, in order to attract and retain talented executive officers who can achieve our long-term strategic goals and create shareholder value;
Compensation that results from performance should deliver above target compensation when we exceed our target goals and below target compensation when our performance falls short of our goals;
Compensation should reward corporate, group and individual performance to encourage collaboration and collective interests, while rewarding key contributors;
Compensation should support our business strategy in the areas of customer focus, globalization, operational excellence and innovation, as well as our talent strategy;
The reward elements should be balanced, with an emphasis on performance-based compensation;
Compensation goals and practices should be transparent and easy to communicate, both internally and externally; and
Goal setting is a key activity and should be conducted in a rigorous manner resulting in targets that reflect stretch, yet achievable, levels of performance.

MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement   21 

 
COMPENSATION DISCUSSION AND ANALYSIS
 


2015 Say-on-Pay Shareholder Vote
At our 2015 Annual General Meeting, we provided our shareholders with the opportunity to cast an advisory vote on our 2014 executive compensation program. Over 97% of the votes cast were voted in favor of the proposal. We believe the 2015 say-on-pay vote indicates that our shareholders are generally supportive of our approach to executive compensation. Accordingly, we did not make changes to our executive compensation arrangements in fiscal 2015 in response to our say-on-pay vote. In the future, we will continue to consider the outcome of advisory say-on-pay votes and other shareholder feedback when making compensation decisions regarding the NEOs.
Compensation Decision-Making
Role of the HRCC and Management.  The HRCC makes all decisions regarding senior management compensation, which includes our NEOs and certain other senior officers. The HRCC reviews our executive compensation policies, practices and plans on an ongoing basis to determine whether they are consistent with our compensation philosophy and objectives, and whether they need to be modified in light of changes in our business or the markets in general. The HRCC meets periodically with management to review compensation policies and specific levels of compensation paid to officers and other key personnel, and approves compensation and programs for NEOs other than our CEO. The HRCC reports to the Board on compensation paid to officers and other key personnel and makes recommendations to the Board regarding CEO compensation policies and programs. In addition, our CEO makes recommendations to the HRCC regarding salary adjustments and the setting of annual and long-term incentive targets and awards for executive officers other than himself, including the other NEOs.
In determining the compensation of a NEO, the HRCC considers various factors, including:
Company, business unit and individual performance;
Market data on compensation opportunities of officers with similar responsibilities at comparable companies;
The officer’s current and future responsibilities and potential contribution to our performance;
Retention considerations; and
Compensation levels of our executives with similar levels of responsibility (“internal equity”).
Role of the Compensation Consultant.  The HRCC utilizes the services of independent compensation consultants from time to time and has the sole authority to retain, compensate and terminate any such compensation consultants. During fiscal 2015, Frederic W. Cook & Co. Inc. ("Cook & Co.") served as its independent compensation consultant. The HRCC assessed the independence of Cook & Co. and determined that Cook & Co. is independent and that no conflicts of interest exist currently or existed during fiscal 2015. Cook & Co. reports directly to the HRCC and does not provide services to, or on behalf of, any other part of our business. Cook & Co. also has been retained by the Nominating and Governance Committee as its independent compensation consultant in all matters relating to non-employee director compensation. Cook & Co. reviews HRCC materials, attends HRCC meetings, reviews our peer group and competitive positioning of individual executives versus market, assists the HRCC with program design, provides advice to the HRCC as compensation issues arise and provides recommendations on certain specific aspects of our compensation programs.

Peer Group.  When reviewing compensation programs for the NEOs, the HRCC considers the compensation practices of a group of companies of reasonably similar size and that may be in competition with us for talent. Given the rapidly changing business landscape of the pharmaceutical industry, including consolidations, it is important to maintain a current view of peer competitors. The HRCC periodically reviews the peer group and approves changes, based on the recommendation of Cook & Co. For fiscal 2015, the HRCC approved a peer group that included the 15 companies listed below. The specific companies were selected using objective size criteria, in a range that we believe is appropriate for benchmarking executive compensation. We believe the peer group includes companies with which we compete for business, executive talent and/or investment dollars.

22  MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement  


 
 
COMPENSATION DISCUSSION AND ANALYSIS



The following table sets forth the peer group companies approved by the HRCC for use in 2015 competitive analysis of executive compensation:
 
Actavis plc*
  
Hospira, Inc.
  
Salix Pharmaceuticals, Ltd.
Alexion Pharmaceuticals, Inc.
  
Impax Laboratories, Inc.
  
Shire plc
Cubist Pharmaceuticals, Inc.
  
Jazz Pharmaceuticals plc
  
United Therapeutics Corp.
Endo International plc
  
Mylan NV
  
Valeant Pharmaceuticals Intl., Inc.
Hologic, Inc.
 
Perrigo Company
 
Vertex Pharmaceuticals Inc.
* Name changed to Allergan plc in June 2015.
In May 2015, the HRCC, with the assistance of Cook & Co., analyzed this peer group to determine whether it should be revised in light of our increased revenue, market capitalization and complexity. In addition, several peer companies were acquired since the last review and were no longer available as peer companies or were less comparable to us due to industry or size. After consideration of various factors, the HRCC made the following changes to the peer group, effective for fiscal 2016:
Peer Companies Removed
 
Peer Companies Added
 
 
 
Actavis plc 1
 
Alkermes plc
Cubist Pharmaceuticals, Inc. 2
 
Biogen Idec Inc.
Hologic, Inc. 1
 
BioMarin Pharmaceutical Inc.
Hospira, Inc. 2
 
Celgene Corp.
Salix Pharmaceuticals, Ltd. 2
 
Incyte Corp.
 
 
Medivation Inc.
1 Less comparable to us due to industry or size.
2 Acquired since last review.
In selecting the peer group, the HRCC considered revenue and market capitalization, in addition to business similarity and our labor market for executive talent. Fiscal 2016 peer group summary information in terms of revenue for the prior four quarters ended March 31, 2015, market capitalization as of March 31, 2015 and a twelve month average are as follows:
 
Last Four Quarters Revenue ($ Millions)
Market Capitalization as of March 31, 2015 ($ MIllions)
Market Capitalization 12 Month Average ($ Millions)
75th Percentile
$6,434
$38,044
$36,775
Median
$1,761
$21,570
$16,292
25th Percentile
$688
$10,385
$9,138
 
 
 
 
Mallinckrodt
$3,750 1
$14,752
$9,224
Mallinckrodt Percentile
64%
32%
25%
1 Mallinckrodt revenue data is based on proforma fiscal 2015 information rather than historical data due to growth in revenue, primarily driven by the inclusion and performance of Acthar, INOMAX and OFIRMEV in the Specialty Brands segment.

The HRCC also reviews compensation data from life sciences and general industry surveys provided by Radford and Towers Watson.

MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement   23 

 
COMPENSATION DISCUSSION AND ANALYSIS
 



Fiscal Year 2015 Executive Compensation Decisions

The HRCC reviewed many considerations in making compensation decisions, including external factors such as the dynamic competitive landscape for executive talent, a review of compensation data and market trends from the peer group and external surveys, as well as internal factors specific to us such as our rapid growth, executive tenure and experience, role, and individual performance. The HRCC approved certain increases in base salary, target bonus levels and long-term incentive targets to reflect the increasing size and complexity of the business and keep pace with market competitive pay. In the future, the HRCC will continue to monitor compensation levels and make changes as appropriate.

Base Salary

The HRCC, based in part upon the recommendation of our CEO and considering each NEO's level of responsibility, experience and market data for similar positions at companies in our peer group approved base salary increases for Dr. Phillips and Mr. O'Neill effective December 29, 2014. Salaries for the other NEOs were unchanged during fiscal 2015. A summary of NEO base salaries during fiscal 2015 is shown in the following table:
NEO Base Salaries and Adjustments During Fiscal 2015
 
Initial Salary
Ending Salary
Change
Mark Trudeau
$1,000,000
$1,000,000
$0 / 0%
Matthew Harbaugh
$530,000
$530,000
$0 / 0%
Frank Scholz
$430,000
$430,000
$0 / 0%
Hugh O’Neill
$400,000
$475,000
$75,000 / 18.8%
Gary Phillips
$400,000
$475,000
$75,000 / 18.8%
Fiscal 2015 Annual Incentive Awards
Our 2015 Global Bonus Plan is funded on the basis of accomplishment of a preset level of Adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization, as adjusted for certain items). This maintains tax deductibility under 162(m) of the Internal Revenue Code. The HRCC may exercise its authority to use negative discretion to the funding level in determining bonus amounts provided to NEOs.
During fiscal 2015, each NEO participated in the 2015 Global Bonus Plan which is a component of our Stock and Incentive Plan. For 2015, the HRCC determined the amount payable to our CEO under the 2015 Global Bonus Plan using the following formula:
 
Individual Annual
Incentive Target
  
×
 
Individual Funding based on Company Performance
  
×
 
Individual
Performance
Multiplier
(0 to 150%)
  
=
 
Final 2015 Global
Bonus Plan Amount to CEO

For fiscal 2015, the HRCC determined the amount payable to each NEO (other than our CEO) under the 2015 Global Bonus Plan using the following formula:
Target Bonus Pool (the sum of Individual Annual
Incentive Targets for the executive officers)
  
×
 
Assess Company Performance Target Bonus pool adjusted up or down (0-200% of target) based on Company performance
  
×
 
Individual
Performance
Multiplier
(0 to 150%)
  
=
 
Final 2015 Global
Bonus Plan Amount to Individual NEO


24  MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement  


 
 
COMPENSATION DISCUSSION AND ANALYSIS


For fiscal 2015, the HRCC set award targets for each of our NEOs under the 2015 Global Bonus Plan as a percentage of their base salary. The sum of the targets for each of the executive officers, other than our CEO, formed a pool. Based on the assessment of our performance as determined by the HRCC, the pool is adjusted up or down under the maximum determined by our 162(m) plan. Based on individual performance as recommended by our CEO and determined by the HRCC, individual awards were granted. The total amount of the awards to the executive officers, other than our CEO, cannot exceed the pool approved by the HRCC.
    
2015 Global Bonus Plan Target as a % of Salary
  
Target
(% of  Salary)
Mark Trudeau
125%
Matthew Harbaugh
70%
Frank Scholz
60%
Hugh O’Neill (1)
65%
Gary Phillips (1)
65%
 
(1) The targets for Mr. O'Neill and Dr. Phillips were increased from 60% to 65% effective at the beginning of fiscal 2015.

Corporate Performance Measures.  For the 2015 Global Bonus Plan, corporate measures were the primary basis for assessing performance. For Dr. Scholz and Mr. O'Neill, this was a change from 2014, when 50% of their measures were corporate and 50% were functional/business. The HRCC made this change to ensure that the executive team would maintain a singular focus on the overall business. At the same time, with the establishment of an overall funding pool for the executive officers other than our CEO, the HRCC established a mechanism to differentiate payouts within the pool based on individual performance.
 
Financial Objectives. For fiscal year 2015, the corporate performance measures were based upon adjusted earnings per share, or adjusted EPS, net sales revenue and free cash flow. The HRCC believes these measures are key drivers of longer term value creation and key indicators of the current and future strength of our business.
Adjusted EPS is defined as diluted earnings per share calculated in accordance with U.S. generally accepted accounting principles ("GAAP"), as adjusted for certain items and their related tax effects. Adjusted EPS is an important measure because it provides a focus on profitable growth and expense control, and is viewed as a strong indicator of sustained performance over the long term.
Net sales revenue represents net sales calculated in accordance with GAAP, as adjusted for certain items. Net sales revenue is an important measure because it is a leading indicator of performance and value creation and provides a clear focus on top-line growth.
Free cash flow is defined as cash flow from operating activities less net capital expenditures, both calculated in accordance with GAAP, as adjusted for the impacts to operating cash flows from certain items. Free cash flow is an important measure because it provides focus on generating cash to fund operations and research, focuses executives on expense control and is expected to lead to long-term shareholder value creation.
The weighted average funding for the 2015 Global Bonus Plan could range from 0% to 200% of target based upon our performance against these measures. However, the HRCC may apply discretion to further increase funding by 50%, up to a total of 300% and subject to the 162(m) plan funding maximum.

MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement   25 

 
COMPENSATION DISCUSSION AND ANALYSIS
 



The following chart summarizes the 2015 Global Bonus Plan design with respect to the corporate performance measures, including the relative weighting, performance targets, actual results and weighted average funding.
 
Measure
 
Weighting
 
Threshold
(50% Payout)
 
Target
(100%
Payout)
 
Maximum
(200%
Payout)
 
Fiscal
2015 
Results(1)
 
 Weighted
Average
Funding
Adjusted EPS(1)
 
50
%
 
$
6.88

 
$
7.35

 
$
8.28

 
$
7.31

 
48.0
%
Net sales revenue
(in millions)
(1)
 
30
%
 
$
3,563

 
$
3,750

 
$
4,125

 
$
3,608

 
18.7
%
Free Cash Flow
(in millions)
(1)
 
20
%
 
$
786

 
$
827

 
$
910

 
$
817

 
17.6
%
 
 
 
 
 
 
 
 
 
 
 
 
84.3
%
 
(1)
The performance measures used for compensation purposes include non-GAAP financial measures which exclude the effects of anticipated items which the HRCC believes do not represent ongoing operating results and/or business trends of the business. The categories of these anticipated items included certain restructuring charges, revenue adjustments related to businesses exited or sold, acquisitions, goodwill or other intangible asset impairment charges, shareholder and other litigation charges, certain legacy tax matters and costs related to separation. These measures as used in our executive compensation programs exclude certain charges that are included within the comparably-titled non-GAAP financial measures included in our quarterly earnings releases. In calculating fiscal 2015 results, the HRCC also excluded the unanticipated impact of foreign currency fluctuations and actions taken to improve the long-term value of certain assets.

Strategic Imperatives. The HRCC identified a need to award performance that supported the accomplishment of strategic imperatives, with a greater ability to adjust the overall size of the executive bonus pool, both negatively and positively, subject to 162(m) limits. The outcome would enable bonuses to reflect individual differentiation when financial performance is at or near maximum.

The key strategic imperatives considered for fiscal 2015, included:
Drive growth;
Maximize profitability;
Advance the portfolio; and
Build a high-performance culture.

The HRCC reviewed results in these areas:
 
Full Year Results
 
Strategic Imperatives
Fiscal 2015 Imperatives
Results
 
Drive Growth
Deliver combined budgeted sales target for Acthar and OFIRMEV.
Sales target not met
 
 
Identify and execute surgical pain management strategy.
Met
 
Maximize Profitability
Initiate plan to deliver SG&A cost savings by 2016.
Underway
 
Advance the Portfolio
Identify and close transactions which meet corporate strategic and financial metrics, diversify EBITDA, and / or enhance development pipeline and / or enhance net sales growth rate.
Met
 
 
 
Build a High-Performing Culture
Enhance market access, Health Economics and Outcomes Research, Medical Affairs, and Autoimmune and Rare Diseases general manager functions.
Met
 

26  MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement  


 
 
COMPENSATION DISCUSSION AND ANALYSIS


Following the conclusion of fiscal 2015, a Target Bonus Pool was established based on the sum of the individual executive officer annual incentive targets, other than our CEO, adjusted up or down based on our performance. The HRCC reviewed preliminary payout calculations for each NEO based on the corporate performance measures. It also received input from our CEO on the NEOs (other than our CEO). The HRCC determined the amount of the actual payout based on individual performance, additional contributions by the NEO that were not captured within the financial measures listed above in order to align more closely the final payout with our financial performance and available pool funding. The sum of the final payouts must be "zero-sum," so the total of bonus plan payouts does not exceed the adjusted target pool. The table below reflects the calculations, including individual modifiers, for the NEOs other than our CEO.
 
 
Target and Corporate Multiplier
 
Individual Modifier
Final 2015
Global
Bonus Plan
Payout
  
Target Bonus
Opportunity
x
Multiplier
=
Preliminary
Payout
x
Multiplier
  
Matthew Harbaugh
$371,000
x
84.3%
=
$312,753
x
100%
=
$312,753
Frank Scholz
$258,000
x
84.3%
=
$217,494
x
117%
=
$254,000
Hugh O’Neill
$309,000
x
84.3%
=
$260,487
x
80%
=
$207,869
Gary Phillips
$309,000
x
84.3%
=
$260,487
x
106%
=
$276,600
For our CEO, the Board determined that a payout at the 84.3% level of performance was appropriate, based on company performance and a 100% individual multiplier.

Fiscal 2015 Annual Equity Grants

For fiscal 2015, our long-term incentive compensation program consisted of a mix of performance units (weighted 40%), non-qualified stock options (weighted 40%) and restricted units (weighted 20%) granted under our Stock and Incentive Plan.

Performance units.  We grant performance units to create incentives for executives to achieve long-term performance goals aligned with our multi-year business strategies. Performance units represent unissued ordinary shares; we do not issue ordinary shares until the applicable performance-based vesting requirements are satisfied. The vesting requirements for performance units granted to NEOs during fiscal 2015 are based upon adjusted EBITDA margin and relative total shareholder return, or relative TSR, each weighted at 50%, over a three-year performance period (fiscal 2015 — fiscal 2017).
Adjusted EBITDA margin is calculated by taking Adjusted EBITDA (as defined on page 24) and dividing by net sales revenue (as defined on page 25). Adjusted EBITDA margin is used to complement our Global Bonus Plan by focusing management on profit margin and quality of earnings, as it aims to achieve growth objectives.
Relative TSR means our total shareholder return as compared against a broad performance peer group of pharmaceutical and life sciences companies, listed below. This group of companies is broader than the peer group of companies used for competitive comparisons of executive compensation, and it includes some companies that are much larger or much smaller than Mallinckrodt. The HRCC believes that use of a larger comparison group for measuring our TSR better reflects our market performance against the broad industry, even though some of the companies in the performance group would not be reasonable comparators for the compensation peer group, because of extreme differences in size. The relative TSR measure provides a “total picture” of our performance and will balance the achievement of absolute internal goals (adjusted EBITDA margin) with relative performance against our peers in a measure that is directly linked with long-term shareholder value creation.

MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement   27 

 
COMPENSATION DISCUSSION AND ANALYSIS
 


The relative TSR peer group companies are:
Actelion Ltd.
 
Eisai Co., Ltd.
 
Otsuka Holdings Co., Ltd.
Actavis plc
 
Endo International plc
 
Pharmacyclics Inc.
Alexion Pharmaceuticals, Inc.
 
Fresenius SE & Co KGaA
 
Regeneron Pharmaceuticals Inc.
Allergan Inc. *
 
Galenica Ltd.
 
Salix Pharmaceuticals, Ltd. *
Alkermes plc
 
Gilead Sciences Inc.
 
Santen Pharmaceutical Co. Ltd.
Astellas Pharma, Inc.
 
Incyte Corp.
 
Seattle Genetics Inc.
Biogen Idec Inc.
 
Ipsen S.A.
 
Shionogi & Co. Ltd.
BioMarin Pharmaceutical Inc.
 
Jazz Pharmaceuticals plc
 
Shire plc
Celgene Corp.
 
H. Lundbeck A/S
 
The Medicines Company
Chemical Works of Gedeon Richter plc
 
Meda AB
 
Theravance Inc.
Chugai Pharmaceutical Co. Ltd.
 
Medivation Inc.
 
UCB SA
Cubist Pharmaceuticals, Inc. *
 
Merck KGaA
 
United Therapeutics Corp.
Daiichi Sankyo Company, Ltd.
 
Orion Oyj
 
Valeant Pharmaceuticals Intl.
 
 
 
 
Vertex Pharmaceuticals Inc.
*removed from TSR peer group as a result of acquisition

These companies were selected because they are similar to us in industry and represent potential alternative investment choices for our shareholders.

Non-qualified stock options.  We grant stock options to create incentives for our executives to take actions and make decisions that create long-term shareholder value and stock price growth. Non-qualified stock options generally permit a NEO to purchase ordinary shares at a per-share exercise price equal to the fair market value of ordinary shares on the date of grant. Fair market value is equal to the closing price of ordinary shares as reported on the NYSE on the grant date. Options granted to NEOs during fiscal 2015 generally have a 10 year term and vest one-quarter annually beginning on the first anniversary of the grant date.

Restricted units.  We grant restricted units to align the interests of management and shareholders and to promote retention of key talent over the vesting period. Restricted units represent unissued ordinary shares; we do not issue ordinary shares until the applicable vesting requirements are satisfied. When the vesting requirements are satisfied, the executive receives ordinary shares without restriction. Restricted units granted to NEOs during fiscal 2015 vest one-quarter annually beginning on the first anniversary of the grant date.

The HRCC with input from our CEO, for the other NEOs, and considering each NEO's level of responsibility and market data for similar positions at companies in our peer group, sets long-term incentive grant value targets as percentages of base salary. For fiscal 2015, the target levels for each of the NEOs were increased to reflect levels of responsibility and market data for similar positions in our peer group. The HRCC then converted these grant values to equity amounts based on grant-date fair values. By using this value approach, the number of stock options, restricted units and performance units will vary from year to year based on, among other things, our share price at the time of grant, even though the awards may have the same dollar value under the valuation methodologies. The table below sets forth the target long-term incentive compensation grant value as a percentage of annual base salary for the fiscal 2015 equity awards, along with the target number of performance units, and the number of stock options and restricted units granted to each NEO.

28  MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement  


 
 
COMPENSATION DISCUSSION AND ANALYSIS



Fiscal 2015 Long-Term Incentive Compensation
 
Name
 
Target
(% of Salary)
 
Target Number of
Performance
Units
 
Number of Stock
Options
 
Number of
Restricted Units
Mark Trudeau
 
775%
 
26,367
 
108,014
 
15,986
Matthew Harbaugh
 
350%
 
6,311
 
25,854
 
3,827
Frank Scholz
 
250%
 
3,658
 
14,983
 
2,218
Hugh O’Neill
 
250%
 
4,041
 
16,551
 
2,450
Gary Phillips
 
250%
 
4,041
 
16,551
 
2,450

Other Benefits

We provide NEOs the same benefits that are provided to all employees, including retirement benefits, health and welfare benefits, and an employee stock purchase plan. In addition, our executive officers are provided with certain additional benefits, intended to be competitive with the practices of our peer companies.

Retirement Benefits.  The NEOs are eligible to participate in our Retirement Savings and Investment Plan (“Mallinckrodt Retirement Savings Plan”), which is our 401(k) plan available to all eligible U.S. employees, and our Supplemental Savings and Retirement Plan (“Mallinckrodt Supplemental Savings Plan”), our non-qualified deferred compensation plan in which executive officers and other senior employees may participate. The Mallinckrodt Supplemental Savings Plan is a so-called “excess” plan that extends the 401(k) benefits beyond Internal Revenue Code limitations. For more information regarding the Mallinckrodt Supplemental Savings Plan, see “Executive Compensation — Non-Qualified Deferred Compensation.”

Bonus for Stock Exchange Program. During fiscal 2015, we established the Bonus for Stock Exchange Program to provide an additional opportunity for executive officers and other senior employees to accumulate ordinary shares. Under this program, participating employees may elect to exchange all or a portion of their bonus (not to exceed the target level) for restricted units granted on January 4, 2016. The company matches an additional 25% amount in restricted units as compensation for the delay in receiving the bonus and the risk of forfeiture. Amounts deferred pay out in the form of ordinary shares, in three equal annual increments beginning on the first anniversary of grant. Mr. Trudeau, Mr. Harbaugh and Dr. Scholz all elected to participate in this program and exchanged 10%, 15% and 100% respectively, of their bonuses for restricted units.

Health and Welfare Benefits.  The health and welfare benefits we provide to the NEOs are offered to all eligible U.S. based employees and include medical, dental, prescription drug, vision, life insurance, accidental death and dismemberment, business travel accident, personal and family accident, flexible spending accounts, short- and long-term disability coverage and an employee assistance program.

Additional Benefits.  We maintain an executive physical examination program and an executive financial and tax planning program for senior-level employees. These programs are intended to encourage executives to proactively manage their health and complex financial/tax situations, thereby enabling them to focus on the business. The benefits are periodically benchmarked versus comparable companies and intended to be competitive for our industry. We reimburse executive officers for the income taxes associated with limited business-related benefits such as spouse or guest travel to our annual national sales incentive program, if such executive officer is required to attend. In such instances, the spouse or guest is expected to attend and help entertain and participate in events with our sales force employees and their spouses. We have elected to pay the income taxes for these business-related benefits because we believe they are business expenses. These benefits represent a very small portion of an executive officer’s overall compensation and provide a benefit to us and our shareholders.

Employee Stock Purchase Plan.  Effective October 1, 2013, we began maintaining a broad-based employee stock purchase plan (the "Prior Plan") that provides eligible employees, including the NEOs, with the opportunity to purchase ordinary shares. Eligible employees authorize payroll deductions to be made for the purchase of ordinary shares and, for fiscal 2015, we provided a 15% matching contribution for all employees who participated in this

MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement   29 

 
COMPENSATION DISCUSSION AND ANALYSIS
 


program for up to $25,000 of an employee’s payroll deductions in any calendar year. All shares are purchased on the open market by a designated broker and are required to be held by participants for 12 months after purchase.
In September 2015, our Board of Directors adopted our 2016 Employee Stock Purchase Plan, which we refer to as the ESPP, subject to shareholder approval. The ESPP is designed to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. Shareholder approval of the ESPP is required in order to comply with the requirements of Section 423 so that certain tax benefits will be available to our employees. If the ESPP is approved by our shareholders, the Prior Plan will be terminated effective upon implementation of the ESPP and no additional shares will be offered for purchase under the Prior Plan after that date. If the ESPP is not approved, the ESPP will not become effective and the Prior Plan will continue in effect in accordance with its terms. The proposed ESPP is attached to this Proxy Statement as Appendix A.

Severance Benefits.  We maintain an executive severance plan that provides benefits to our senior executives upon an involuntary termination of employment for any reason other than cause, permanent disability or death. We provide this plan to enable our executives to devote their full attention to our business by ensuring they will have some financial security in the event of an involuntary termination of employment without cause. Severance benefits, in the form of base salary continuation, bonus and health benefits are generally payable for 18 months (24 months for our CEO) following a qualifying termination of employment. Executives whose employment is involuntarily terminated without cause during the first twelve months of employment receive base salary continuation and health benefits for 9 months (12 months for our CEO) and do not receive bonus. Receipt of these benefits is conditioned upon the executive signing a release of any claims against us.

Change in Control Benefits.  We maintain a change in control plan that provides benefits to certain senior executives upon an involuntary termination of employment or good reason resignation that occurs during a period shortly before and continuing after a change in control (a double trigger arrangement). We provide this plan to encourage our executives to remain neutral in the face of a potential transaction that may benefit shareholders but result in the loss of the executive’s employment. Benefits are generally payable following a qualifying termination of employment in a lump-sum cash payment equal to 1.5 times (2 times for our CEO) the sum of the executive’s base salary and the average of the executive’s bonus for the previous three fiscal years. Additional benefits provided upon a change in control termination include full vesting of outstanding equity awards (double-trigger), continued subsidy for health plan premiums for an 18-month period (24 months for our CEO) and outplacement services. Receipt of change in control severance benefits is conditioned upon the executive signing a release of any claims against us. The plan does not provide excise tax gross-ups.

Share Ownership Requirements

To reinforce the alignment of management and shareholder interests, the Board established share ownership requirements under which NEOs are expected to hold equity with a value expressed as a multiple of base salary as follows:
CEO
  
5 times base salary
Other NEOs
  
3 times base salary

In determining an executive’s ownership, shares held directly as well as shares underlying restricted units (less a 40% tax assumption) are included. Shares underlying unexercised stock options and unvested performance units are not included in the calculation. Until the required share ownership level is achieved, the executives are required to retain at least fifty percent of net profit shares. Net profit shares are shares remaining after payment of the exercise price, if applicable, and taxes upon the exercise of stock options, vesting of restricted units, and earn-out of performance units. As of the end of fiscal 2015, Mr. Trudeau and Mr. Harbaugh met their ownership requirements and the other NEOs have made progress toward meeting their ownership requirements.

Anti-Hedging/Anti-Pledging Policy

Our Insider Trading Policy prohibits directors, officers and employees from entering into or trading in puts, calls, cashless collars, options or similar rights and obligations or any other hedging activity involving our securities, other than the exercise of a Company-issued stock option. It also prohibits pledging our securities as collateral under certain circumstances.

30  MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement  


 
 
COMPENSATION DISCUSSION AND ANALYSIS



Compensation Recovery Policy

In the event of a restatement of financial or operating results due to material non-compliance with financial reporting requirements, the HRCC is authorized to recover any incentive compensation that was overpaid to certain employees, including NEOs, taking into account such factors as the HRCC deems appropriate, including whether the employee engaged in misconduct or negligent conduct that caused or contributed to the restatement and the amount of any overpayment.

Deductibility of Executive Compensation

The HRCC has generally intended to structure our executive compensation in a manner designed to qualify for deductibility under Section 162(m) of the Internal Revenue Code when consistent with our overall compensation program objectives, while also maintaining maximum flexibility in the design of our compensation programs and in making appropriate payments to NEOs.

MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement   31 

 
COMPENSATION OF EXECUTIVE OFFICERS
 




Compensation Committee Report on Executive Compensation

The Human Resources and Compensation Committee ("HRCC") is responsible for the oversight of our compensation programs on behalf of the Board of Directors. In fulfilling these responsibilities, the HRCC has reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Proxy Statement.

Based on the review and discussions referred to above, the HRCC recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Mallinckrodt's Proxy Statement for the 2016 Annual General Meeting of Shareholders, which will be filed with the Securities and Exchange Commission.

Human Resources and Compensation Committee
David R. Carlucci, Chairman
Nancy S. Lurker
Virgil D. Thompson


32  MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement  


 
 
COMPENSATION OF EXECUTIVE OFFICERS


Executive Compensation Tables
SUMMARY COMPENSATION TABLE
Name and Principal Position
 
Fiscal
Year
 
Salary
($)
 
Bonus
($)
 
Stock
Awards
($)(1)
 
Option
Awards
($)(1)
 
Non-Equity
Incentive Plan
Compensation
($)(2)
 
All Other
Compensation
($)(3)
 
Total
($)
Mark C. Trudeau
 
2015
 
1,005,769

  

 
4,445,289

 
2,995,289

 
1,053,750

 
228,409

 
9,728,506

President and
Chief Executive Officer
 
2014
 
905,769

  

 
2,208,460

 
1,440,274

 
1,850,000

 
98,173

 
6,502,676

2013
 
723,942

  
100,000

 
4,315,055

 
4,931,881

 
885,564

 
84,347

 
11,040,789

Matthew K. Harbaugh
 
2015
 
533,462

  

 
1,064,059

 
716,946

 
312,753

 
72,256

 
2,699,476

Senior Vice President and
Chief Financial Officer
 
2014
 
465,385

  
139,755

 
504,927

 
329,273

 
653,270

 
47,626

 
2,140,236

2013
 
380,554

  

 
581,814

 
820,031

 
402,021

 
33,283

 
2,217,703

Frank Scholz
 
2015
 
430,000

 
 
616,732

 
415,487

 
254,000

 
57,366

 
1,773,585

Senior Vice President,
Global Operations
 
2014
 
905,269

 
500,000

 
445,621

 
335,456

 
275,011

 
17,166

 
2,478,523

Hugh M. O’Neill
 
2015
 
454,808

  

 
681,283

 
458,968

 
207,869

 
459,032

 
2,261,960

Senior Vice President and
President, Auto Immune and Rare Diseases
 
2014
 
400,000

 

 
552,644

 
416,092

 
480,000

 
593,076

 
2,441,812

Gary M. Phillips
 
2015
 
454,808

  

 
681,283

 
458,968

 
276,600

 
264,114

 
2,135,773

Senior Vice President and
Chief Strategy Officer
 
2014
 
369,231

 
80,000

 
440,404

 
331,585

 
449,670

 
327,350

 
1,998,240

 
(1)
The amounts reported represent the aggregate grant date fair value, computed in accordance with Accounting Standards Codification 718 (“ASC 718”), of restricted units, performance units and stock option awards granted to each of our NEOs during fiscal 2015. Further information regarding the fiscal 2015 awards is included in the Fiscal 2015 Grants of Plan-Based Awards Table, the Outstanding Equity Awards at 2015 Fiscal Year-End Table and the CD&A.
Amounts reported do not correspond to the actual value that may be recognized by the NEOs, which may be higher or lower based on a number of factors, including our performance, stock price fluctuations and applicable vesting. For additional information relating to assumptions made in the valuation for current year awards reflected in these columns, see Note 14 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended September 25, 2015.
(2)
The amounts reported represent annual incentive cash awards paid to the NEOs under our 2015 Global Bonus Plan. For information regarding the calculation of these awards, see the CD&A. Mr. Trudeau, Mr. Harbaugh and Dr. Scholz elected to participate in our Bonus for Stock Exchange Program and exchanged 10%, 15% and 100%, respectively, of their bonuses for restricted units that were granted on January 4, 2016.
(3)
The amounts reported represent the aggregate dollar amount for each NEO for employer contributions to the Retirement Savings Plan, employer credits to the Supplemental Savings Plan, employer contributions to the Employee Stock Purchase Plan, executive financial planning, relocation benefits, severance benefits and tax reimbursements attributable to imputed income to the NEO related to personal travel of spouses or guests that accompanied them to our national sales incentive program. In such instances, the spouse or guest is expected to attend and help entertain and participate in events with our sales force employees and their spouses. We have elected to pay the income taxes for these business-related additional benefits because we believe they are business expenses. The following table shows the specific amounts included in the All Other Compensation column of the Summary Compensation Table for fiscal 2015.

ALL OTHER COMPENSATION
 
Name and Principal Position
Contributions
to Retirement
Savings Plan
($)
 
Credits to
Supple-mental
Savings Plan
($)
 
Contributions
to Employee
Stock 
Purchase
Plan
($)
 
Relocation
Benefits
($)
 
Executive Financial Planning
($)
 
Tax
Reimburse-ment
Payments
($)
 
Total
($)
Mark C. Trudeau
15,796

 
155,446

 

 

 
12,409

 
44,758

 
228,409

Matthew K. Harbaugh
15,718

 
39,886

 
4,112

 

 
12,540

 

 
72,256

Frank Scholz
19,569

 
22,732

 
3,750

 

 
11,315

 

 
57,366

Hugh M. O’Neill
13,431

 
42,658

 

 
380,522

 
10,741

 
11,680

 
459,032

Gary M. Phillips
15,900

 
38,639

 

 
197,422

 
12,153

 

 
264,114



MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement   33 

 
COMPENSATION OF EXECUTIVE OFFICERS
 


Grants of Plan-Based Awards
The following table provides information concerning the annual cash incentive awards and equity incentive awards granted to each of our NEOs in fiscal 2015 under the Stock and Incentive Plan.
“GBP” is the annual cash incentive award payable pursuant to our 2015 Global Bonus Plan.
“PSUs” are restricted unit awards subject to performance-based vesting.
“RSUs” are restricted unit awards subject to time-based vesting.
“Options” are nonqualified stock options subject to time-based vesting.
For a more complete understanding of the table, please read the related narrative.
FISCAL 2015 GRANTS OF PLAN-BASED AWARDS
 
Name
 
Grant
Date
 
Date of
Commit-tee
Action
 
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards(1)
 
Estimated Future Payouts
Under Equity
Incentive Plan Awards(2)
 
All other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
 
All other
Option
Awards:
Number of
Securities
Under-lying
Options
(#)
 
Exercise or
Base Price
of Option
Awards
($/Sh)
 
Grant Date
Fair
Value of
Stock and
Option
Awards
($)(3)
Threshold
($)
 
Target
($)
 
Maximum
($)
 
Threshold
(#)
 
Target
(#)
 
Maximum
(#)
 
Mark C. Trudeau
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GBP
 
 
 
 
 
625,000

 
1,250,000

 
3,750,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
PSUs
 
1/2/2015
 
11/20/2014
 
 
 
 
 
 
 
6,592

 
26,367

 
52,734

 
 
 
 
 
 
 
2,895,286

RSUs
 
1/2/2015
 
11/20/2014
 
 
 
 
 
 
 
 
 
 
 
 
 
15,986

(4) 
 
 
 
 
1,550,003

Options
 
1/2/2015
 
11/20/2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
108,014

(4) 
96.96

 
2,995,289

Matthew K. Harbaugh
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GBP
 
 
 
 
 
185,500

 
371,000

 
1,113,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
PSUs
 
1/2/2015
 
11/20/2014
 
 
 
 
 
 
 
1,578

 
6,311

 
12,622

 
 
 
 
 
 
 
692,993

RSUs
 
1/2/2015
 
11/20/2014
 
 
 
 
 
 
 
 
 
 
 
 
 
3,827

(4) 
 
 
 
 
371,066

Options
 
1/2/2015
 
11/20/2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
25,854

(4) 
96.96

 
716,946

Frank Scholz
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GBP
 
 
 
 
 
129,000

 
258,000

 
774,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
PSUs
 
4/1/2015
 
11/20/2014
 
 
 
 
 
 
 
915

 
3,658

 
7,316

 
 
 
 
 
 
 
401,675

RSUs
 
4/1/2015
 
11/20/2014
 
 
 
 
 
 
 
 
 
 
 
 
 
2,218

(4) 
 
 
 
 
215,057

Options
 
4/1/2015
 
11/20/2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14,983

(4) 
96.96

 
415,487

Hugh M. O’Neill
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GBP
 
 
 
 
 
154,500

 
309,000

 
927,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
PSUs
 
1/2/2015
 
11/20/2014
 
 
 
 
 
 
 
1,010

 
4,041

 
8,082

 
 
 
 
 
 
 
443,731

RSUs
 
1/2/2015
 
11/20/2014
 
 
 
 
 
 
 
 
 
 
 
 
 
2,450

(4) 
 
 
 
 
237,552

Options
 
1/2/2015
 
11/20/2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
16,551

(4) 
96.96

 
458,968

Gary M. Phillips
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GBP
 
 
 
 
 
154,500

 
309,000

 
927,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
PSUs
 
1/2/2015
 
11/20/2014
 
 
 
 
 
 
 
1,010

 
4,041

 
8,082

 
 
 
 
 
 
 
443,731

RSUs
 
1/2/2015
 
11/20/2014
 
 
 
 
 
 
 
 
 
 
 
 
 
2,450

(4) 
 
 
 
 
237,552

Options
 
1/2/2015
 
11/20/2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
16,551

(4) 
96.96

 
458,968

 
(1)
The amounts reported reflect threshold, target and maximum award amounts for fiscal 2015 that were set in fiscal 2015 under the Global Bonus Plan, which is an element of our Stock and Incentive Plan. The actual amounts earned by each NEO pursuant to such awards are reported under the Non-Equity Plan Incentive Compensation column of the Summary Compensation Table. The maximum calculated award based upon corporate metrics is 200% of target, but the HRCC may apply discretion of up to 50%, making the effective maximum 300% of target; subject to negative discretion under the 162(m) plan funding maximums.
(2)
The amounts reported reflect threshold, target and maximum award amounts for performance units granted to each of our NEOs during fiscal 2015. The vesting of performance units is contingent upon the satisfaction of performance based vesting requirements of adjusted EBITDA margin and relative TSR, each weighted at 50%, over a three-year performance period (fiscal 2015 — fiscal 2017).
(3)
The amounts reported represent the aggregate grant date fair value, computed in accordance with ASC 718 of performance units, restricted units and stock option awards issued to each of our NEOs during fiscal 2015.
(4)
Grants of stock options and restricted units scheduled to vest in four equal amounts on each of January 2, 2016, 2017, 2018 and 2019.



34  MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement  


 
 
COMPENSATION OF EXECUTIVE OFFICERS


Outstanding Equity Awards at Fiscal Year-End
The following table provides information regarding outstanding stock option awards and unvested restricted unit and performance unit awards held by each NEO and the corresponding market value as of September 25, 2015. For a more complete understanding of the table, please read the footnotes that follow the table.
OUTSTANDING EQUITY AWARDS AT 2015 FISCAL YEAR-END
 
  
 
Option Awards
 
Stock Awards
Name
 
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
 
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
 
Option
Exercise
Price
($)
 
Option
Expiration
Date
 
Number of
Shares or Units
of Stock That
Have Not Vested
(#)
  
Market Value
of Shares or
Units of Stock
That Have Not
Vested
($)
 
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have Not Vested
(#)
 
Equity
Incentive
Plan Awards:
Market or Payout Value of
Unearned Shares, Units or Other Rights
That Have Not
Vested
($)
Mark C. Trudeau
 

 
17,904

(1) 
37.85

 
1/31/2022
 
4,022

(2) 
275,306

 
23,046

(3) 
1,577,499

 
 

 
38,875

(4) 
41.73

 
12/2/2022
 
8,642

(5) 
591,545

 
26,367

(19) 
902,411

 
 

 
234,437

(6) 
44.00

 
6/30/2023
 
81,819

(7) 
5,600,511

 
 
 
 
 
 

 
63,542

(8) 
51.35

 
1/1/2024
 
10,517

(9) 
719,889

 
 
 
 
 
 

 
108,014

(17) 
96.96

 
1/2/2025
 
15,986

(18) 
1,094,242

 
 
 
 
Matthew K. Harbaugh
 
12,120

 
10,542

(11) 
33.67

 
11/30/2021
 
2,102

(10) 
143,882

 
5,269

(3) 
360,663

 
 
5,182

 
1,730

(13) 
37.85

 
1/31/2022
 
386

(12) 
26,422

 
3,156

(19) 
209,547

 
 
7,979

 
7,979

(4) 
41.73

 
12/2/2022
 
1,772

(5) 
121,293

 
 
 
 
 
 

 
25,072

(6) 
44.00

 
6/30/2023
 
8,750

(7) 
598,938

 
 
 
 
 
 
4,842

 
14,527

(8) 
51.35

 
1/1/2024
 
2,405

(9) 
164,622

 
 
 
 
 
 

 
25,854

(17) 
96.96

 
1/2/2025
 
3,827

(18) 
261,958

 
 
 
 
Frank Scholz
 
2,490

 
7,473

(14) 
62.59

 
3/31/2024
 
1,237

(15) 
84,673

 
2,710

(16) 
185,500

 
 

 
6,227

(14) 
62.59

 
3/31/2024
 
2,062

(15) 
141,144

 
3,658
(19) 
125,195

 
 

 
14,983

(17) 
96.96

 
1/2/2025
 
2,218

(18) 
151,822

 
 
 
 
Hugh M. O’Neill
 

 
9,414

(8) 
51.35

 
1/1/2024
 
3,116

(9) 
213,290

 
4,097

(3) 
280,440

 
 
3,765

 
11,297

(8) 
51.35

 
1/1/2024
 
1,870

(9) 
128,002

 
4,041
(19) 
138,303

 
 

 
16,551

(17) 
96.96

 
1/2/2025
 
2,450

(18) 
128,002

 
 
 
 
Gary M. Phillips
 

 
7,502

(8) 
51.35

 
1/1/2024
 
2,483

(9) 
169,961

 
3,265

(3) 
216,785

 
 
3,000

 
9,003

(8) 
51.35

 
1/1/2024
 
1,491

(9) 
102,059