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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to §240.14a-12

Mallinckrodt public limited company

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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2023

Notice of Annual General Meeting of Shareholders and Proxy Statement

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April 5, 2023

Dear Shareholder,

This serves as notice to you of the 2023 Annual General Meeting (the “Annual General Meeting” or “AGM”) of Mallinckrodt plc, which will be held on Tuesday, May 16, 2023, at 11:00 a.m. local time, at the offices of Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland.

Whether or not you expect to attend the Annual General Meeting, we encourage you to cast your vote promptly so that your shares will be represented and voted at the meeting. This can be done in advance of the AGM by availing of one of the options detailed in the accompanying Proxy Statement. In addition, details of the business to be presented at the AGM can also be found in the accompanying Proxy Statement.

Your vote is important and I encourage you to submit your proxy as soon as possible so that your shares will be represented at the meeting.

The Annual General Meeting will proceed subject to the guidance provided by the Government of Ireland and the Department of Health (of Ireland) or any other governmental agency in place at the time of the meeting and such other measures as the Board of Directors considers appropriate to address health and safety concerns. As a result, there may be restrictions on travel and/or gatherings that affect or prohibit travel to and in-person attendance at the Annual General Meeting. In addition, to promote the health and safety of attendees, we may impose additional procedures or limitations on meeting attendance based on applicable governmental requirements or recommendations or facility requirements. Should we determine that alternative arrangements are necessitated due to public health recommendations, we will announce our decision by press release and/or filing with the U.S. Securities and Exchange Commission and also post information on the Investor Relations page of the Company’s website found at ir.mallinckrodt.com.

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

Yours sincerely,

PAUL M. BISARO
Chairman

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MALLINCKRODT PUBLIC LIMITED COMPANY

Registered In Ireland — No. 522227
Principal Executive Office:
College Business & Technology Park, Cruiserath,
Blanchardstown, Dublin 15, Ireland

NOTICE OF 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 16, 2023

The 2023 Annual General Meeting of Mallinckrodt plc (“Mallinckrodt” or the “Company,” “we,” “our” or “us”), a company incorporated under the laws of Ireland, will be held on Tuesday, May 16, 2023, at 11:00 a.m., local time, at the offices of Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland, for the following purposes:

By separate resolutions, to elect as directors and to hold office, expiring at the end of the Company’s Annual General Meeting of Shareholders in 2024, the following individuals:

(a) Paul M. Bisaro	(d) Neal P. Goldman	(g) Susan M. Silbermann
(b) Daniel A. Celentano	(e) Karen L. Ling	(h) James R. Sulat
(c) Riad H. El-Dada	(f) Woodrow A. Myers, Jr., M.D.	(i) Sigurdur O. Olafsson

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 (also referred to in this Proxy Statement as the “Board”) to set the independent auditors’ remuneration.

To hold an advisory non-binding vote to approve the Company’s executive compensation.

To authorize the Company and/or any subsidiary of the Company to make market purchases or overseas market purchases of Company shares.

To authorize the price range at which the Company can re-allot shares that it holds as treasury shares (Special Resolution).

To act on such other business as may properly come before the meeting or any adjournment thereof.

Proposals 1 through 4 are ordinary resolutions, requiring the approval of a simple majority of the votes cast at the meeting, in person or by proxy. Proposal 5 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 March 20, 2023, 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 December 30, 2022.

				By Order of the Board of Directors,

	April 5, 2023			Mark Tyndall, Secretary

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Our current plan is for the 2023 Annual General Meeting (the “Annual General Meeting” or “AGM”) to be held in person on Tuesday, May 16, 2023. The Annual General Meeting will proceed subject to the guidance provided by the Government of Ireland and the Department of Health (of Ireland) or any other governmental agency in place at the time of the meeting and such other measures as the Board considers appropriate to address health and safety concerns. As a result, there may be restrictions on travel and/or gatherings that affect or prohibit travel to and in-person attendance at the Annual General Meeting. In addition, to promote the health and safety of attendees, we may impose additional procedures or limitations on meeting attendance based on applicable governmental requirements or recommendations or facility requirements.

Should we determine that alternative arrangements are necessitated due to public health recommendations, we will announce our decision by press release and/or filing with the U.S. Securities and Exchange Commission (the “SEC”) and also post information on the Investor Relations page of the Company’s website found at ir.mallinckrodt.com. 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 act on their behalf. Proxies may be appointed via the internet or by phone in the manner set out in our proxy card or by returning a signed instrument of proxy (or proxy card) to the following locations, in each case at least 48 hours before the meeting:

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Mallinckrodt plc c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 (which Broadridge will arrange to forward to Mallinckrodt plc’s registered address electronically).

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Mallinckrodt plc, College Business & Technology Park, Cruiserath, Blanchardstown, Dublin 15, Ireland, attention Corporate Secretary.

If you wish to appoint a person other than the individuals specified on our proxy card, please contact our Corporate Secretary via email at corporate.secretary@mnk.com 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 December 30, 2022 and our Irish Statutory Accounts are available to shareholders of record at proxyvote.com. These materials are also publicly available on the Investor Relations section of our website at ir.mallinckrodt.com.

Note Regarding Forward-Looking Statements

Statements in this Proxy Statement that are not strictly historical, including statements regarding Mallinckrodt’s future financial condition and operating results, legal, economic, business, competitive and/or regulatory factors affecting Mallinckrodt’s businesses, and any other statements regarding events or developments Mallinckrodt believes or anticipates will or may occur in the future, may be “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve a number of risks and uncertainties.

There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include risks and uncertainties related to, among other things: the comparability of Mallinckrodt’s post-emergence financial results to its historical results and the projections filed with the bankruptcy court; changes in Mallinckrodt’s business strategy that may be implemented by its Board; the listing of Mallinckrodt’s ordinary shares on NYSE American LLC, the emergence of an active trading market for Mallinckrodt’s ordinary shares and fluctuations in market price and trading volume, Mallinckrodt’s tax treatment by the Internal Revenue Service under Section 7874 and Section 382 of the Internal Revenue Code of 1986, as amended, Mallinckrodt’s repurchases of debt securities; the effects of the emergence from bankruptcy on the liquidity; results of operations and businesses of Mallinckrodt and its subsidiaries; governmental investigations, inquiries, regulatory actions, and lawsuits, in each case related to Mallinckrodt or its officers; matters related to the historical commercialization of opioids, including compliance with and restrictions under the global settlement to resolve all opioid-related claims; matters related to Acthar Gel, including the settlement

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with governmental parties to resolve certain disputes and compliance with and restrictions under the related corporate integrity agreement; the ability to maintain relationships with Mallinckrodt’s suppliers, customers, employees and other third parties as a result of, and following, the emergence from bankruptcy; the possibility that Mallinckrodt may be unable to achieve its business and strategic goals even now that the emergence from bankruptcy plan was successfully consummated; the non-dischargeability of certain claims against Mallinckrodt as part of the bankruptcy process; developing, funding and executing Mallinckrodt’s business plan and continuing as a going concern; Mallinckrodt’s post-bankruptcy capital structure; scrutiny from governments, legislative bodies and enforcement agencies related to sales, marketing and pricing practices; pricing pressure on certain of Mallinckrodt’s products due to legal changes or changes in insurers’ or other payers’ reimbursement practices resulting from recent increased public scrutiny of healthcare and pharmaceutical costs; the reimbursement practices of governmental health administration authorities, private health coverage insurers and other third-party payers; complex reporting and payment obligations under the Medicare and Medicaid rebate programs and other governmental purchasing and rebate programs; cost containment efforts of customers, purchasing groups, third-party payers and governmental organizations; changes in or failure to comply with relevant laws and regulations; Mallinckrodt’s and its partners’ ability to successfully develop or commercialize new products or expand commercial opportunities; Mallinckrodt’s ability to navigate price fluctuations; competition; Mallinckrodt’s and its partners’ ability to protect intellectual property rights; limited clinical trial data for Acthar Gel; clinical studies and related regulatory processes; product liability losses and other litigation liability; material health, safety and environmental liabilities; business development activities; attraction and retention of key personnel; the effectiveness of information technology infrastructure including cybersecurity and data leakage risks; customer concentration; Mallinckrodt’s reliance on certain individual products that are material to its financial performance; Mallinckrodt’s ability to receive procurement and production quotas granted by the U.S. Drug Enforcement Administration; complex manufacturing processes; conducting business internationally; Mallinckrodt’s ability to achieve expected benefits from restructuring activities; Mallinckrodt’s significant levels of intangible assets and related impairment testing; labor and employment laws and regulations; natural disasters or other catastrophic events; Mallinckrodt’s substantial indebtedness, its ability to generate sufficient cash to reduce its indebtedness and its potential need and ability to incur further indebtedness; Mallinckrodt’s ability to generate sufficient cash to service indebtedness even now that the prepetition indebtedness has been restructured; restrictions on Mallinckrodt’s operations contained in the agreements governing Mallinckrodt’s indebtedness; Mallinckrodt’s variable rate indebtedness; future changes to applicable tax laws or the impact of disputes with governmental tax authorities; and the impact of Irish laws.

The “Risk Factors” sections of Mallinckrodt’s Annual Report on Form 10-K for the fiscal year ended December 30, 2022 and subsequent filings with the SEC identify and describe in more detail the risks and uncertainties to which Mallinckrodt’s businesses are subject. The forward-looking statements made herein speak only as of the date hereof and Mallinckrodt does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise, except as required by law.

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	Proxy Statement Summary					1
	2023 Annual General Meeting of Shareholders					1
	Meeting Agenda and Voting Recommendations					1
	2022 Company Performance Highlights					1
	Emergence from Chapter 11 Proceedings and Recent Board and Management Changes					2
	Our Director Nominees					2
	General Information					4
	Questions and Answers about Proxy Materials, Voting, Attending the Meeting and Other General Information					4
	Corporate Governance					9
	Corporate Governance Guidelines					9
	Independence of Nominees for Director					9
	Director Nominations Process					10
	Majority Vote for Election of Directors					11
	Executive Sessions of the Board					12
	Board Leadership Structure					12
	Code of Conduct					12
	Board Risk Oversight					12
	Environmental, Social and Governance — Our Commitment to Operating Responsibly					13
	Transactions with Related Persons					16
	Communications with the Board of Directors					16
	Board of Directors and Board Committees					18
	General					18
	Board Committees					18
	Board of Directors and Board Committees					19
	Compensation of Non-Employee Directors					21
	Fiscal 2022					21
	Pre-Emergence					21
	Post-Emergence					22
	Director Share Retention and Ownership Guidelines					23
	2022 Director Compensation					23
	Executive Officers					24
	Executive Officer Biographies					24
	Compensation of Executive Officers					27
	Compensation Discussion and Analysis					27
	Fiscal 2022 Company Performance					27
	Executive Summary					27
	Our Named Executive Officers					29
	Executive Compensation Philosophy					30
	Fiscal 2022 Compensation Program					30
	Shareholder Engagement					32
	Compensation Decision-Making					32

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	Fiscal Year 2022 Executive Compensation Decisions					34
	Share Ownership Requirement					43
	Anti-Hedging/Anti-Pledging Policy					43
	Executive Financial Recoupment Program (“Clawback”)					43
	2022 Say-on-Pay Vote					44
	Compensation Committee Interlocks and Insider Participation					44
	Human Resources and Compensation Committee Report on Executive Compensation					45
	Executive Compensation Tables					46
	Summary Compensation Table					46
	All Other Compensation in 2022					47
	Fiscal 2022 Grants of Plan-Based Awards					48
	Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table					49
	Outstanding Equity Awards at 2022 Fiscal Year-End					51
	Option Exercises and Stock Vested					51
	Non-Qualified Deferred Compensation					51
	Potential Payments upon Termination					52
	Pay Ratio					57
	Pay Versus Performance					58
	Security Ownership and Reporting					63
	Security Ownership of Management and Certain Beneficial Owners					63
	Delinquent Section 16(a) Reports					64
	Audit and Audit Committee Matters					66
	Audit and Non-Audit Fees					66
	Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services					66
	Audit Committee Report					67
	Equity Compensation Plan Information					68
	Proposals Requiring Your Vote					69
	PROPOSALS 1(a) THROUGH 1(i): ELECTION OF DIRECTORS					69
	Proposal 2: Advisory Non-Binding Vote to Approve the Re-Appointment of the Independent Auditors and Binding Vote to Authorize the Audit Committee to Set the Independent Auditors’ Remuneration					73
	Proposal 3: Advisory Non-Binding Vote to Approve the Company’s Executive Compensation					74
	Proposal 4: Authorize the Company and/or any Subsidiary of the Company to Make Market Purchases or Overseas Market Purchases of Company Shares					75
	Proposal 5: Authorize the Price Range at Which the Company can Re-Allot Shares Held as Treasury Shares					76
	Other Matters					77
	Presentation of Irish Statutory Accounts					77
	Registered and Principal Executive Offices					77
	Shareholder Proposals for the 2024 Annual General Meeting					77
	United States Securities and Exchange Commission Reports					77
	Delivery of Documents to Shareholders Sharing an Address					78
	General					78

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PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all the information that you should consider, and you should read this entire Proxy Statement carefully before voting. For information regarding our fiscal 2022 operating performance, please review our Annual Report on Form 10-K for the fiscal year ended December 30, 2022.

2023 Annual General Meeting of Shareholders

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Date and Time: Tuesday, May 16, 2023, at 11:00 a.m., local time.

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Place: Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland.

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Record Date: March 20, 2023.

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Voting: If you owned Mallinckrodt ordinary shares at the close of business on the record date, then you are entitled to

vote. Each ordinary share is entitled to one vote on each matter properly brought before the Annual General Meeting.

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Ordinary Shares Outstanding as of Record Date: 13,170,932

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Transfer Agent: Computershare Inc. (“Computershare”).

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Place of Incorporation: Ireland.

Meeting Agenda and Voting Recommendations

Proposal		Our Board’s Recommendation
1.	Election of directors (page 69)	FOR each nominee
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 independent auditors’ remuneration (page 73)	FOR
3.	Advisory non-binding vote to approve the Company’s executive compensation (page 74)	FOR
4.	Authorize the Company and/or any subsidiary of the Company to make market purchases or overseas market purchases of Company shares (page 75)	FOR
5.	Authorize the price range at which the Company can re-allot shares held as treasury shares (Special Resolution) (page 76)	FOR

2022 Company Performance Highlights

You should refer to the more comprehensive discussions contained in our Annual Report on Form 10-K for the fiscal year ended December 30, 2022 for additional information about these highlights.

Key performance highlights for fiscal 2022 include:

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Total net sales of $1.914 billion, including Specialty Brands net sales of $1.270 billion and Specialty Generics net sales of $644.8 million.

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Cash Balance at the fiscal year end of $409.5 million. The Company continues to maintain an undrawn accounts receivable financing facility up to $200 million, ending the fiscal year with approximately $610 million in liquidity.

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Pipeline developments. In September 2022, Terlivaz became the only treatment for adults with hepatorenal syndrome approved by the U.S. Food and Drug Administration (“FDA”). Since approval, we have been working to engage with hospitals to gain formulary inclusion of Terlivaz and have gained formulary approval in a vast majority of those hospitals that have

MALLINCKRODT PUBLIC LIMITED COMPANY – Proxy Statement 1

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PROXY STATEMENT SUMMARY

reviewed the product. With respect to INOmax Evolve, the next-generation delivery system of INOmax, we believe we remain on track for FDA approval in 2023.

Emergence from Chapter 11 Proceedings and Recent Board and Management Changes

On June 16, 2022, we successfully completed our reorganization process, emerged from Chapter 11 proceedings and completed the Irish examinership proceedings. Our emergence from Chapter 11 proceedings enables us to move forward as a diversified global specialty pharmaceutical company with a strengthened balance sheet and increased financial flexibility to invest in our business, execute our strategic initiatives, advance our pipeline and better meet the needs of patients.

On June 16, 2022, we also announced that Sigurdur O. Olafsson had been appointed as President and Chief Executive Officer (“CEO”) and a member of our Board, effective June 25, 2022, and that Paul M. Bisaro, Daniel A. Celentano, Riad H. El-Dada, Neal P. Goldman, Woodrow A. Myers, Jr., M.D. and James R. Sulat were each appointed as independent directors, effective as of June 16, 2022, with Mr. Bisaro serving as Chairman. Also as of June 16, 2022, each of the then-incumbent Board members (David R. Carlucci, J. Martin Carroll, Paul R. Carter, David Y. Norton, Carlos V. Paya, M.D., JoAnn A. Reed, Angus C. Russell, Anne C. Whitaker, Kneeland C. Youngblood, M.D. and Mark C. Trudeau) resigned from the role of director, and on June 15, 2022, Mark C. Trudeau resigned from his role as President and CEO of Mallinckrodt. None of the directors or officers resigned as a result of any disagreement with Mallinckrodt on any matter relating to its operations, policies or practices. On August 12, 2022 and October 5, 2022, Karen L. Ling and Susan M. Silbermann, respectively, were appointed as independent directors.

Our Director Nominees

Name	Age	Director Since	Principal Occupation	Current Committee Memberships	Other Public Boards
Paul M. Bisaro*	62	2022	Former President, Chief Executive Officer and Director at Impax Laboratories	—	2
Sigurdur O. Olafsson	54	2022	President, Chief Executive Officer and Director at Mallinckrodt	—	—
Daniel A. Celentano*	71	2022	Former Senior Managing Director at Evercore	Audit	—
Riad H. El-Dada*	58	2022	Former President of U.S. Human Health at Merck	Governance and Compliance	—
Neal P. Goldman*	53	2022	Managing Member of SAGE Capital Investments	Audit; Human Resources and Compensation (Chair)	3
Karen L. Ling*	59	2022	Former Executive Vice President and Chief Human Resources Officer at AIG	Human Resources and Compensation	1
Woodrow A. Myers, Jr., M.D.*	69	2022	Managing Director of Myers Ventures	Governance and Compliance (Chair)	1

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PROXY STATEMENT SUMMARY

Name

Age

Director
Since

Principal Occupation

Current Committee
Memberships

Other
Public
Boards

Susan M. Silbermann*

2022

Former Global President, Emerging Markets at Pfizer and Chair of the Pfizer Global COVID-19 Task Force

Governance and Compliance

James R. Sulat*

2022

Former Chief Executive Officer, Chief Financial Officer and Director at Maxygen

Audit (Chair); Human Resources and Compensation

Independent Director

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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 April 5, 2023 on the internet, or by delivering printed versions to you by mail, because our Board is soliciting your proxy to vote at our 2023 Annual General Meeting on May 16, 2023. 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 2023 Annual General Meeting are

available on the Investor Relations section of our website at ir.mallinckrodt.com:

•

Our Notice of Internet Availability of Proxy Materials;

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Our Annual Report on Form 10-K for the fiscal year ended December 30, 2022; and

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Our Irish Statutory Accounts for the fiscal year ended December 30, 2022 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, March 20, 2023, 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 13,170,932 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 Corporate Secretary.

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

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GENERAL INFORMATION

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.

You do not need to attend the Annual General Meeting to vote your shares and 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 May 15, 2023, or by mail by returning a signed instrument of proxy (or proxy card) to Mallinckrodt plc, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, or to Mallinckrodt plc, College Business & Technology Park, Cruiserath, Blanchardstown, Dublin 15,

Ireland, in each case at least 48 hours before the meeting.

If you are a beneficial owner of shares held through a bank, brokerage firm or other similar organization, 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 bank, brokerage firm 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 Corporate 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; or

•

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 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, your shares may constitute “broker non-votes.” Broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. These matters are referred to as “non-routine” matters. 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. The (i) election of directors and (ii) advisory vote to approve the

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GENERAL INFORMATION

Company’s executive compensation 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. We strongly encourage you to submit your proxy and exercise your right to vote as a shareholder.

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 our 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;

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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.	Election of 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 independent auditors’ remuneration	Majority of votes cast
3.	Advisory non-binding vote to approve the Company’s executive compensation	Majority of votes cast
4.	Authorize the Company and/or any subsidiary of the Company to make market purchases or overseas market purchases of Company shares	Majority of votes cast
5.	Authorize the price range at which the Company can re-allot 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 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

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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.

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?

The Annual General Meeting will be held at the offices of Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland on May 16, 2023.

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 Corporate 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 March 20, 2023, the record date for the Annual General Meeting.

Registration will begin at 10:30 a.m., local time, and the Annual General Meeting will begin at 11:00 a.m., local time. For directions to the Annual General Meeting, please call +353 1 696 0000.

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 such matters at their discretion.

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Who will count the votes?

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

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 (“Innisfree”) to assist in solicitation of proxies and have agreed to pay Innisfree $15,000, plus certain reimbursable expenses. We have also

agreed to indemnify Innisfree against certain liabilities relating to, or arising out of, its engagement. 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. 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 computershare.com.

Where can I find more information about Mallinckrodt?

For other information about Mallinckrodt, you can visit our website at 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. Our website should not be relied upon for investment purposes, and nothing on our website shall be deemed incorporated by reference into this Proxy Statement.

What impact could the COVID-19 pandemic have on the AGM?

health and safety concerns. As a result, there may be restrictions on travel and/or gatherings that affect or prohibit travel to and in-person attendance at the Annual General Meeting. Any relevant updates regarding the AGM will be available on our website at ir.mallinckrodt.com.

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On October 27, 2022, Mallinckrodt ordinary shares commenced trading on NYSE American under the symbol “MNK”. 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 as well as NYSE American requirements. Although we are an Irish public limited company, we are not subject to the listing rules of the Euronext Dublin 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 and 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 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. Our 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 Governance and Compliance Committee, address, among other things, director responsibilities and independence, Board composition and selection, the role of the Chairman of the Board or of an independent Lead Director, succession planning, Board and committee self-evaluations, recoupment, or “clawback,” of executive compensation and ethics and conflicts of interest. Our Corporate Governance Guidelines are posted on our website at ir.mallinckrodt.com/corporate-governance/highlights.

Independence of Nominees for Director

The Board believes that a substantial majority of its members should be independent, non-employee directors. The Board has established guidelines for determining director independence that are consistent with the current listing standards of the NYSE American. 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.

The Board has considered the independence of its members in light of these criteria, has reviewed our relationships with organizations and individuals with which our directors and/or their family members are affiliated and has determined that none of these current relationships is material to us, any of the organizations and individuals involved, or our directors. As to Daniel A. Celentano’s independence specifically, the Board considered that one of Mr. Celentano’s immediate family members, and that immediate family member’s spouse, has a personal friendship with an employee of one of Mallinckrodt’s independent compensation consultants.

Based on these considerations, the Board has determined that each of our directors, other than Sigurdur O. Olafsson, our President and CEO, satisfies our independence criteria and is independent. Additionally, each of our then-incumbent directors who resigned on June 16, 2022, at the time of our emergence from Chapter 11 proceedings, other than Mark C. Trudeau, our then-President and CEO, was previously determined by the Board to have satisfied our independence criteria and deemed to be independent. Each independent director is expected to notify the chair of the Governance and Compliance

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Committee, as soon as reasonably practicable, of changes in such director’s personal circumstances that may affect the Board’s evaluation of the director’s independence.

Director Nominations Process

The Governance and Compliance 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 Governance and Compliance 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.

The Governance and Compliance 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 Governance and Compliance Committee reviews a potential new candidate, it 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:

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Directors should be individuals of the highest ethical character and integrity;

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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;

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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;

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Directors should be free from any conflict of interest or business or personal relationship that would interfere with their fiduciary duties to Mallinckrodt; and

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Directors should be independent of any particular constituency and be able to represent all of our shareholders.

The Governance and Compliance Committee assesses independence and also monitors adherence by the members of the Board with NYSE American corporate governance listing standards for populating the Audit Committee, Human Resources and Compensation Committee (which we sometimes refer to as the “HRCC”) and Governance and Compliance Committee. In general, directors may not serve on more than four public company boards of directors (including ours). If the director is employed as the chief executive officer of a publicly traded company, the director may serve on no more than three public company boards of directors (including ours).

As provided in its charter, the Governance and Compliance Committee will consider nominations submitted by shareholders. To recommend a nominee, a shareholder should write to our Corporate Secretary at our registered address, Mallinckrodt plc, College Business & Technology Park, Cruiserath, Blanchardstown, Dublin 15, Ireland. Any such recommendation must include:

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The name and address of the candidate;

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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

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The candidate’s signed consent to serve as a director if elected and to be named in our Proxy Statement.

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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 Governance and Compliance Committee for nomination and inclusion in our Proxy Statement for the 2024 Annual General Meeting, a shareholder recommendation for director must be received by our Corporate Secretary not earlier than the close of business on January 17, 2024 and not later than the close of business on February 16, 2024, provided, that in the event the date of the 2024 Annual General Meeting is more than 30 days before or more than 60 days after the anniversary of the 2023 Annual General Meeting, notice must be received no earlier than the close of business on the 120th day prior to the date of the 2024 Annual General Meeting and no later than the close of business on the later of the 90th day prior to the date of the 2024 Annual General Meeting or, if the first public announcement of the date of the 2024 Annual General Meeting is less than 100 days prior to the date of the 2024 Annual General Meeting, the 10th day following the day on which public announcement of the date of the 2024 Annual General Meeting is first made. Once our Corporate 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 Governance and Compliance 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 Governance and Compliance Committee.

The Governance and Compliance 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 eight of our nominees for director are current members of the Board. Prior to our emergence from Chapter 11 proceedings on June 16, 2022, in accordance with the Plan, six of our nominees (Paul M. Bisaro, Daniel A. Celentano, Riad H. El-Dada, Neal P. Goldman, Woodrow A. Myers, Jr., M.D. and James R. Sulat) were designated by the Required Supporting Unsecured Noteholders (as defined in the Plan) and approved by the Board. On June 16, 2022, each of our then-incumbent directors resigned, and immediately following their resignations, the six nominees were appointed to the Board in accordance with the Plan. In August 2022, Karen L. Ling was recommended as a director candidate by Paul M. Bisaro, our Chairman, and on August 12, 2022, was appointed to the Board. In September 2022, Susan M. Silbermann was recommended as a director candidate by Sigurdur O. Olafsson, our President and CEO, and on October 5, 2022, was appointed to our Board.

In evaluating candidates for director, the Governance and Compliance 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 Governance and Compliance 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 such director’s successor(s) is elected.

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Executive Sessions of the Board

The independent directors generally 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. At least one such meeting each year is limited to “independent directors” as defined by the NYSE American corporate governance listing standards. Other than the meeting limited to independent directors, these executive sessions may include a discussion with our Chief Executive Officer.

Board Leadership Structure

The positions of Chairman of the Board and CEO are held separately at Mallinckrodt. 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. We believe that having a non-executive, independent Chairman of the Board is in the best interests of the Company and our shareholders at this time. The separation of the roles of Chairman of the Board and CEO allows our CEO to focus on managing the Company’s business and operations, and allows our Chairman of the Board to focus on Board matters, especially in light of the high level of regulation and scrutiny of public company boards. Further, we believe that separation of these roles ensures the independence of the Board in its oversight role of evaluating and assessing the CEO and management generally. 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 is set forth in our Corporate Governance Guidelines.

Code of Conduct

We have adopted the Mallinckrodt Code of Conduct, which meets the requirements of a “code of ethics” as defined in Item 406 of Regulation S-K and meets the requirements of a code of business conduct and ethics under the NYSE American corporate governance listing standards. Our Code of Conduct applies to all employees, officers and directors of Mallinckrodt, including, without limitation, our CEO, CFO and other senior financial officers, and is reviewed annually by our Governance and Compliance Committee. Our Code of Conduct is posted on our website at mallinckrodt.com under the heading “Investor Relations — Corporate Governance.” We will also provide a copy of our Code of Conduct to shareholders upon request. We intend to disclose any amendments to our Code of Conduct, as well as any waivers for executive officers or directors, on our website.

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 oversees, conducts an annual assessment of and reports to the Board on our enterprise risk management program, focuses on financial risk, including internal controls over financial reporting, and receives an annual risk assessment report from our internal auditors, and oversees reporting requirements related to environmental, social and governance (“ESG”) and ESG-related risks. The Governance and Compliance Committee assists the Board in fulfilling its oversight responsibility with respect to regulatory, healthcare compliance, ESG strategy and best practices and public policy issues

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that affect us and works closely with our legal and regulatory groups. In addition, in setting compensation, the HRCC strives to create incentives that encourage a level of risk-taking behavior consistent with our business strategy. The HRCC also oversees diversity and inclusion initiatives, including in relation to our ESG reporting. The full Board has primary oversight with respect to cybersecurity and information security-related risks.

Environmental, Social and Governance – Our Commitment to Operating Responsibly

We strive to be a force for good. We are committed to doing more and are taking steps to ensure we are operating and growing responsibly. We believe ESG programs are foundational to creating long-term value for all our stakeholders, including shareholders, patients, employees, customers and the communities in which we operate and live.

ESG Governance

Our Board of Directors is responsible for incorporating ESG into long-term strategy and risk management. At the operational level, ESG is managed by our Executive Vice President and Chief Transformation Officer who leads our ESG Steering Committee responsible for strategy implementation, stakeholder engagement, disclosures, reporting and communications. Cross-functional working groups manage specific ESG programs and initiatives to ensure progress and accountability.

Environmental Impact

We are committed to conducting our business in a manner that minimizes the environmental impacts of our operations and promotes responsible management of resources. In alignment with our Supplier Code of Conduct, our goal is to source products and services from suppliers that share our commitment to quality, innovation, customer satisfaction and sustainability. We believe creating a sustainable supply base and deploying environmentally preferable business practices is critical to our long-term success and growth.

We continually seek opportunities to conserve resources by improving efficiencies, introducing renewable energy sources, reducing our consumption and minimizing waste. In particular, in 2022:

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our manufacturing site and office in Dublin, Ireland, sourced 100% renewable electricity;

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electric vehicle charging stations were installed at four of our corporate offices to encourage sustainable transportation;

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more than 87% of hazardous waste generated across the Company was recycled or reclaimed, and the remaining hazardous waste was disposed of in a traditional waste management manner, appropriately and in accordance with local laws and regulations; and

•

our manufacturing site located in St. Louis, Missouri reduced its water usage by more than 50% in the past six years, as part of an intensive water conservation program.

Social and Employee Matters

Our employees are our most important resource. We strive to create a workplace where our people can be themselves and feel supported personally and professionally, so they can contribute to their full potential and thrive in their careers. We are committed to investing in our employees’ growth and development and creating a safe and healthy work environment. Mallinckrodt is also deeply committed to active social engagement by supporting and empowering individuals, groups and organizations in the communities where we live and work.

We employ a multi-national workforce of approximately 2,700 people as of December 30, 2022. Approximately 18% of our employees are field-based and work across multiple countries engaging with healthcare professionals and facilities. Our products are developed by a workforce with specialized degrees in science, engineering and technology. Our manufacturing and distribution locations across the U.S., Ireland and Japan make up 60% of our workforce; 22% of our employees work within our science and technology and corporate services locations of Hampton, New Jersey; Hazelwood, Missouri;

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Webster Groves, Missouri; Washington DC; Staines, U.K. and Dublin, Ireland. Of our total workforce, 99% are full time. As an equal opportunity employer, we are committed to providing a safe and welcoming work environment where all team members are treated with individual respect and dignity. We have established policies and practices to protect all employees and applicants for employment from discrimination based on race, color, religion, gender, sexual orientation, gender identity and expression, national origin, age, disability, veteran status or genetics. Additionally, we seek to comply with all applicable laws governing nondiscrimination in employment in every location in which Mallinckrodt has facilities.

Employee Benefits and Well-Being

We believe in providing comprehensive and competitive benefits, designed to be equitable and to meet our employees’ diverse and unique needs. We are intentional about building inclusivity into our benefits strategy.

In the U.S., Mallinckrodt provides:

•

Up to four weeks of paid caregiver leave to help eligible employees deal with family responsibilities;

•

Medications at zero employee cost to promote medication adherence for certain chronic medical conditions; and

•

Fertility benefits that provide equitable benefits to same-sex couples.

Mallinckrodt also offers a variety of advocacy support resources for employees and their families, including:

•

Clinical support for infertility, maternity, oncology, inpatient care, musculoskeletal conditions, congenital heart disease and transplant situations;

•

Second opinion services for new or existing medical issues by board-certified, elite specialists at zero cost to employees; and

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Behavioral Health Advocacy to assist employees and their families with complex behavioral health concerns.

Employee Training, Learning & Development

We are committed to a culture of continuous learning, aimed at advancing our workforce through personal and professional development. Our global talent strategy helps us identify and align individual employee aspirations with business needs to support development and succession planning across the organization. We offer a wide range of leadership and individual development offerings, inclusive of but not limited to, tuition reimbursement, leadership development training, individual development planning, a robust library of on-demand e-learning content, workshops and seminars, networking and professional coaching. We also partner with external organizations and invest in programs specifically aimed at advancing diverse talent.

Employee Engagement

At Mallinckrodt, we value employee feedback. We are intentional about creating a culture where employees can speak freely and are empowered to ask questions. We create opportunities to solicit feedback from employees through one-on-one sessions, focus groups and employee surveys. These forums have and will continue to provide us the opportunity to ensure our employees are engaged and supported both personally and professionally.

Diversity, Equity and Inclusion (“DEI”)

We believe innovation stems from diversity of thought and experience. We strive to build an inclusive and equitable workplace that fosters the type of engaged culture that leads to better solutions and

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outcomes for the patients we serve. We have multiple policies in place to protect all employees such as the Inclusion, Diversity and Individual Respect policy and Harassment Free Workplace policy.

Our employee-led DEI Council and Business Resource Groups (“BRGs”) play key roles in cultivating and inspiring a more inclusive culture. Our BRGs offer employees unique networking and professional development opportunities and help promote greater cultural understanding throughout the organization. Our eight BRGs are African American, Champion Circles, Family First, International, LGBTQA+ (“Pride Alliance”), Namaste Asia, Veterans and Women in Business.

Our BRGs frequently host educational events to help foster a culture of diversity, equity and inclusion. Examples from 2022 include:

•

African American BRG hosted its third annual summit, titled Beyond Equity: A Call to Action that included leadership and guest speakers discussing how Mallinckrodt can play a role in bringing equity to underrepresented groups.

•

Women in Business BRG hosted quarterly “Climb the Ladder” skill-building workshops, as well as a roundtable discussion with members of our Executive Committee on the topics of gender diversity and allyship.

•

Namaste Asia BRG hosted an educational webinar that explored the misconceptions about Asian Americans that create impediments to leadership and collaboration, and what they can do to achieve equality.

•

Pride Alliance BRG hosted a roundtable discussion around transgender and nonbinary inclusion and ally-ship.

Social Impact and Charitable Giving

Our social impact strategy focuses on improving the health and well-being of patients, building stronger communities and empowering our employees to dedicate their time and resources to the causes they care about most. Our volunteer program provides eight hours of paid time off to eligible employees annually for qualified volunteer activities, in addition to time off to participate in our global month of service that’s held every October. To encourage charitable giving, we match U.S. employee donations to eligible nonprofit organizations – up to $2,500 per employee, per calendar year. We also activate special matching opportunities during times of disaster or crisis.

We provide patient-related and philanthropic support to nonprofit organizations that are aligned with our mission to address unmet needs with innovative solutions. Our patient-centric charitable contributions support initiatives and programs that have broad public benefit and advance medical care and/or patient care within the Company’s therapeutic areas of focus. Our community-based investments are centered in three strategic areas: (i) improving health and wellness; (ii) advancing science, technology, engineering and mathematics (“STEM”) education; and (iii) stimulating jobs and economic growth in life sciences.

Mallinckrodt continues to focus efforts on advancing health equity and improving outcomes for underrepresented communities. We collaborate with patient advocacy organizations to improve engagement with these communities and promote greater awareness of health disparities in our key therapeutic areas of focus. For example, in 2022, Mallinckrodt supported:

•

NephCure Kidney International’s Health Equity and Diversity Initiative aimed at creating more equitable access to research and care for underrepresented individuals living with, or are at high risk of developing, chronic kidney diseases.

•

The Myositis Association’s Affinity Groups program to amplify patient voices, equity and access, and create safe spaces for communities that share more in common than their myositis.

•

The American Liver Foundation’s Think Liver Think Life national public health campaign that focuses on awareness and screening of liver disease.

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We supported STEM education helping to expanded opportunities for female and minority students, further closing the gap in access for these underrepresented groups. Examples of 2022 grant support include:

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Students 2 Science, a New Jersey-based nonprofit that inspires and educates students in underserved communities to pursue STEM careers.

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Maydm, Inc., a nonprofit in Madison, Wisconsin that provides girls and youth of color in grades 6 – 12 with skill-based training in STEM fields.

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Millbrook Robotics “GearCats” Booster Club that provides invaluable hands-on STEM education and experience for the students at Millbrook High School, one of North Carolina’s largest and most diverse public high schools.

Respect for Human Rights

We are committed to conducting all of our activities in accordance with high standards of business conduct. We forbid forced child labor, human trafficking and unsafe working conditions, and condemn behaviors that do not support human dignity and respect. We expect our businesses and suppliers to pay fair wages and provide safe working environments free of all human rights violations, as highlighted in our Supplier Code of Conduct. Since fiscal 2017, we have published an annual U.K. Modern Slavery Act Disclosure that sets forth information regarding the steps we have taken to mitigate the risks associated with modern slavery in our business and supply chain.

Anti-Bribery and Anti-Corruption

We are committed to compliance with all applicable global anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and U.K. Bribery Act of 2010. We maintain an anti-bribery and anti-corruption policy to ensure that all of our businesses and employees are aware of their associated responsibilities. We have voluntarily certified to the Pharmaceutical Research and Manufacturers of America Code on Interactions with Health Care Professionals.

Transactions with Related Persons

The Governance and Compliance 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 of which exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and the related person has a direct or indirect material interest. Based on Mallinckrodt’s review of its transactions, there have been no transactions or proposed transactions considered to be related party transactions since January 1, 2022.

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@mnk.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 mallinckrodt.com/contact-us/. All concerns and inquiries are received and reviewed promptly by the Office of the General Counsel. Any significant concerns relating to accounting, internal controls over financial reporting 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

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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 Code of Conduct prohibits any employee from retaliating against anyone for raising or helping to resolve an integrity question. The Governance and Compliance Committee, comprised entirely of independent, non-employee directors, has reviewed and approved the foregoing procedures and is responsible for recommending changes to the procedures as necessary.

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General

Our business, property and affairs are managed under the direction of the Board. 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 2022, the Board held eight meetings, both in person and telephonically. Each member of the Board attended 75% or more of the total number of meetings of the Board and the total number of meetings held by all of the committees on which such director served during the director’s term in office during fiscal 2022. While our Corporate Governance Guidelines provide that Board members are expected to attend our Annual General Meeting, our 2022 AGM was held outside of our usual schedule for holding the AGM, due to our mid-year emergence from bankruptcy and appointment of a new Board of Directors upon emergence. As such, it was not practicable to engage in the usual advance AGM preparations and our Board members were not present in person at the AGM. In accordance with Irish law and our Articles of Association, the AGM was chaired by one of the proxyholders present appointed by the Corporate Secretary.

Board Committees

Upon our emergence from Chapter 11 proceedings on June 16, 2022, we reconstituted our Board and committees. Each of our then-incumbent directors resigned, and we eliminated the Science and Technology Committee. The Board now has three standing committees: a separately designated Audit Committee established in accordance with the Securities Exchange Act of 1934, as amended (“Exchange Act”) and the NYSE American corporate governance listing standards; a Human Resources and Compensation Committee; and a Governance and Compliance Committee. Membership and chairs of the committees are recommended by the Governance and Compliance Committee and selected by the Board. The committees report on their activities to the Board at each regular Board meeting.

The table below provides standing committee membership information as of the date of this Proxy Statement.

Non-Employee Directors	Audit Committee	Governance and Compliance Committee	Human Resources and Compensation Committee
Paul M. Bisaro
Daniel A. Celentano
Riad H. El-Dada
Neal P. Goldman
Karen L. Ling
Woodrow A. Myers, Jr., M.D.
Susan M. Silbermann
James R. Sulat
Number of Meetings Held in Fiscal 2022(1)	14	5	4

(1) The Science and Technology Committee was eliminated on June 16, 2022, in connection with the Board and committee reconstitution and our emergence from Chapter 11 proceedings. The Science and Technology Committee held one meeting in fiscal 2022.

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Chairman of the Board

Chair

Member

		Committee				Responsibilities and Composition
		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 current members of the Audit Committee are Mr. Sulat, Mr. Celentano and Mr. Goldman. Each of them is independent under SEC rules and NYSE American corporate governance listing standards applicable to audit committee members. Mr. Sulat is the Chair of the Audit Committee. The Board has determined that Mr. Sulat is an audit committee financial expert. The Audit Committee operates under a charter approved by the Board, which is posted on our website at ir.mallinckrodt.com/corporate-governance/highlights.
		Governance and Compliance Committee				The Governance and Compliance 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, taking a general leadership role in our corporate governance and assisting the Board in fulfilling its oversight responsibility with respect to regulatory, healthcare compliance and public policy issues that affect us. The Governance and Compliance Committee, together with the HRCC, also reviews the succession planning process relating to the Chief Executive Officer. The members of the Governance and Compliance Committee are Dr. Myers, Mr. El-Dada and Ms. Silbermann, each of whom is independent under NYSE American corporate governance listing standards. Dr. Myers is the Chair of the Governance and Compliance Committee. The Governance and Compliance Committee operates under a charter approved by the Board, which is posted on our website at ir.mallinckrodt.com/corporate-governance/highlights.
		Human Resources and Compensation Committee				The HRCC 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 HRCC, together with the Governance and Compliance Committee, also reviews the succession planning process relating to the Chief Executive Officer. The current members of the HRCC are Mr. Goldman, Ms. Ling and Mr. Sulat, each of whom is independent under NYSE American corporate governance listing standards applicable to compensation committee members. Mr. Goldman is the Chair of the HRCC. The HRCC operates under a charter approved by the Board, which is posted on our website at ir.mallinckrodt.com/corporate-governance/highlights.

In addition to the three standing committees, the Board previously established an ad hoc Strategic Review Committee to facilitate the Board’s evaluation of strategic alternatives with respect to the Company’s liabilities generally, including, without limitation, evaluation of alternatives with respect to addressing litigation and other contingent, unliquidated or unmatured liabilities as well as funded debt, whether by means of settlements of litigation, exchange offers or other out-of-court liability management transactions and/or a potential bankruptcy of the Company pursuant to a filing under Chapter 11

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and/or any of its subsidiaries, or otherwise, and providing direction and oversight to the Company’s management with respect thereto. The members of the Strategic Review Committee were Angus C. Russell (Chair), Paul R. Carter, Anne C. Whitaker, and Kneeland C. Youngblood, M.D. The Strategic Review Committee did not hold any meetings in fiscal 2022. On June 16, 2022, following the Company’s emergence from Chapter 11 proceedings, the Strategic Review Committee was eliminated.

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COMPENSATION OF NON-EMPLOYEE DIRECTORS

Fiscal 2022

As approved by our Board, the compensation structure for non-employee directors for fiscal 2022 up until our emergence from bankruptcy (“Emergence”) consisted of an annual cash retainer and supplemental cash retainers. Upon Emergence, our Board approved the compensation structure for non-employee directors as described in the section “Post-Emergence” below.

Pre-Emergence

The pre-Emergence compensation structure was determined in conjunction with the Governance and Compliance Committee, after reviewing data and analyses from the Governance and Compliance Committee’s independent compensation consultant prior to Emergence, Willis Towers Watson (“WTW”). For fiscal 2022, until our Emergence, non-employee directors received the compensation described below:

Cash Retainers

Board Members. Each director received an annual cash retainer of $336,000, paid in quarterly installments at the end of each quarter. Directors joining the Board other than on the first day of a quarter received a cash retainer pro-rated for the number of days served during their initial quarter of service.

Committee Chairs. The Chair of the Audit Committee received a supplemental annual cash retainer of $25,000. The Chair of the Human Resources and Compensation Committee received a supplemental annual cash retainer of $20,000. The Chairs of the Governance and Compliance Committee and the Science and Technology Committee each received a supplemental annual cash retainer of $15,000. The Chair of the Strategic Review Committee did not receive any additional retainer for this service.

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

Non-Executive Chairman of the Board. Our non-executive Chairman received a supplemental annual cash retainer of $139,600.

Equity Awards

RSUs. Historically, at the time of our Annual General Meeting, each non-employee director received an annual grant of RSUs with a value of $295,000. Additionally, our non-executive Chairman received, at the time of our Annual General Meeting, additional RSUs with a value of $112,000. The awards vested on the date of our next succeeding Annual General Meeting.

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

During fiscal 2020, our Board, upon the recommendation of the Governance and Compliance Committee and the HRCC, and with the advice of WTW, approved, in lieu of an annual equity award, an increase in the annual cash retainer for all directors by an amount equal to 80% of the annual equity award value, reflecting a 20% reduction to reflect the shorter-term nature of this component. This change was implemented due to the various uncertainties the Company was facing associated with outstanding legal issues related to opioids and Acthar® Gel, and was benchmarked against similar changes implemented at other companies facing such uncertainties and is generally aligned with the approach taken by companies of comparable size to the Company. This compensation structure was again approved in fiscal 2021, as the Company’s circumstances had not materially changed.

Other

Pursuant to our U.S. Matching Gift Program, we match employee and director contributions to eligible charitable organizations up to $2,500 per year. Directors are also reimbursed for reasonable out-of-pocket

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expenses incurred in attending Board meetings, committee meetings and shareholder meetings. Directors are typically provided with commercial aircraft airfare in order to travel to and from such meetings.

Post-Emergence

Upon our Emergence on June 16, 2022, our Board approved the 2022 compensation for non-employee directors described below.

Cash Retainers

Board Members. Each non-employee director receives an annual cash retainer of $75,000, paid in quarterly installments at the beginning of each quarter.

Committee Chairs. The Chair of the Audit Committee receives a supplemental annual cash retainer of $25,000. The Chairs of the Human Resources and Compensation Committee and the Governance and Compliance Committee each receive a supplemental annual cash retainer of $17,500.

Committee Members. Each member of the Audit Committee (excluding the chair) receives a supplemental annual cash retainer of $15,000. Each member of the Human Resources and Compensation Committee and the Governance and Compliance Committee (excluding the chairs) receives a supplemental annual cash retainer of $10,500.

Non-Executive Chairman of the Board. The non-executive Chairman of the Board receives a supplemental annual cash retainer of $25,000.

In addition, each non-employee director will receive $1,500 for each meeting attended that is in excess of 10 meetings (including meetings of the Board and each committee of the Board).

Equity Awards

On June 16, 2022, the Board approved equity grants to each non-employee director of 48,809 RSUs (intended to have a $700,000 value based on a pre-Emergence valuation of the Company presented to the Board at such time) and a grant of 75,091 RSUs to our non-executive Chairman of the Board (intended to have a $930,000 value based on such valuation). The RSU grants were intended to represent the full equity compensation for our non-employee directors for the first two years following Emergence, and therefore vest ratably on each of the first two anniversaries of the date of our Emergence. The RSU grants became effective on July 1, 2022, by which time the OTC trading price of the Company’s ordinary shares exceeded the per share price based on the pre-Emergence valuation of the Company. It was subsequently determined that the RSU grants may have as a technical matter exceeded the annual grant maximum amount set forth in the MIP (as defined below) and that due to ministerial errors in computation, fewer units than intended to achieve the $700,000 valuation had been granted to each non-employee director, other than the non-executive Chairman, to whom more units than intended to achieve the $930,000 valuation had been granted. In order to remedy these errors, on August 16, 2022, each non-employee director agreed to relinquish 22,533 (44,354, in the case of the non-executive Chairman) of the previously granted RSUs (taken ratably from the two vesting tranches). Ms. Ling and Ms. Silbermann were not impacted by the errors, as they were appointed to the Board subsequent to the June 2022 grants.

In connection with their appointments to our Board effective August 12, 2022 and October 5, 2022, Ms. Ling and Ms. Silbermann each received a grant of 26,276 RSUs on September 14, 2022 and October 11, 2022, respectively. The RSUs vest ratably on each of the first two anniversaries of Emergence.

On January 3, 2023, we granted to each non-employee director 26,277 RSUs (39,083 RSUs, in the case of the non-executive Chairman), subject to the applicable director’s continued service through such date. The RSUs vest ratably on each of the first two anniversaries of Emergence.

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Director Share Retention and Ownership Guidelines

Our Corporate Governance Guidelines have provisions requiring all non-employee directors to hold Mallinckrodt ordinary shares with a market value of at least five times the annual cash retainer. Until the required ownership level is achieved, the non-employee directors are required to retain net after tax shares received upon vesting of RSUs. However, as a result of the Chapter 11 Cases and related circumstances, on November 3, 2020, the Board waived compliance with the stock ownership guidelines for the duration of the Chapter 11 Cases. The stock ownership guidelines have been reinstated since our Emergence on June 16, 2022.

2022 Director Compensation

The following table provides information concerning the compensation paid by us to each of our non-employee directors for the fiscal year ended December 30, 2022. Compensation for Mark C. Trudeau, our former President and CEO, and Sigurdur O. Olafsson, our current President and CEO, are shown in the Summary Compensation Table. Neither Mr. Olafsson nor Mr. Trudeau received additional compensation for their services as a director.

2022 Director Compensation Table

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		All Other Compensation ($)		Total ($)
Current Directors
Paul M. Bisaro		72,396		650,702		—		723,098
Daniel A. Celentano		59,658		556,263		—		615,921
Riad H. El-Dada		51,210		556,263		—		607,473
Neal P. Goldman		70,475		556,263		—		626,738
Karen L. Ling		31,591		419,628		—		451,218
Woodrow A. Myers, Jr., M.D.		55,018		556,263		—		611,281
Susan M. Silbermann		20,435		446,692		—		467,127
James R. Sulat		72,107		556,263		—		628,370
Former Directors(1)
David R. Carlucci		341,000		—		—		341,000
J. Martin Carroll		356,000		—		—		356,000
Paul R. Carter		351,000		—		—		351,000
David Y. Norton		356,000		—		—		356,000
Carlos V. Paya, M.D.		356,000		—		—		356,000
JoAnn A. Reed		361,000		—		—		361,000
Angus C. Russell		490,600		—		—		490,600
Anne C. Whitaker		346,000		—		—		346,000
Kneeland C. Youngblood, M.D.		346,000		—		—		346,000

(1)

Each of Angus C. Russell, David R. Carlucci, J. Martin Carroll, Paul R. Carter, David Y. Norton, Carlos V. Paya, M.D., Ph.D., JoAnn A. Reed, Anne C. Whitaker and Kneeland C. Youngblood, M.D. resigned from their roles as directors of the Company on June 16, 2022.

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EXECUTIVE OFFICERS

Set forth below are the names, ages and current positions of our current executive officers:

Name	Age		Title
Sigurdur O. Olafsson		54	President, Chief Executive Officer and Director
Bryan M. Reasons		55	Executive Vice President and Chief Financial Officer
Henriette Nielsen		57	Executive Vice President and Chief Transformation Officer
Mark Tyndall		47	Executive Vice President, Chief Legal Officer and Corporate Secretary
Kassie Harrold		44	Executive Vice President and Chief Compliance Officer
Lisa French		54	Executive Vice President and Chief Commercial Officer
Dr. Peter Richardson		63	Executive Vice President and Chief Scientific Officer
Stephen Welch		45	Executive Vice President and Head of Specialty Generics
Jason Goodson		42	Executive Vice President and Head of Corporate Development

Executive Officer Biographies

Sigurdur O. Olafsson is our President, Chief Executive Officer and a director. See Proposal 1(i) on page 72 for more information about Mr. Olafsson.

Bryan M. Reasons is our Executive Vice President and Chief Financial Officer. He has executive responsibility for the global finance function. Prior to joining Mallinckrodt in March 2019, Mr. Reasons served as Senior Vice President and Chief Financial Officer of Amneal Pharmaceuticals, Inc., a pharmaceutical company, from May 2018 until January 2019 and as Senior Vice President, Finance and Chief Financial Officer of Impax Laboratories, Inc., a specialty pharmaceutical company, from December 2012 until Amneal and Impax completed their business combination to form Amneal, a generics and specialty pharmaceutical company, in May 2018. Mr. Reasons previously served as Impax’s Acting Chief Financial Officer from June 2012 to December 2012 and as Impax’s Vice President, Finance from January 2012 to June 2012. Prior to joining Impax in January 2012, he held various finance management positions at Cephalon, Inc. from 2005 to 2012 and at E. I. Du Pont De Nemours and Company from 2003 to 2005 and was at PricewaterhouseCoopers LLP from 1993 to 2003, last serving as senior manager. Mr. Reasons also serves as an independent board director and audit committee chair for both Aclaris Therapeutics, Inc. (since April 2018) and Societal CDMO, Inc., formerly Recro Pharma, Inc. (since March 2017).

Henriette Nielsen is our Executive Vice President and Chief Transformation Officer, a role she assumed in August 2022. Ms. Nielsen has executive responsibility for all human resources and people-related matters, communications and facilities, as well as responsibility for building out our ESG program. Ms. Nielsen brings significant experience from a range of corporate functions and an impressive track record of enhancing operations at pharmaceutical companies. Previously, Ms. Nielsen served at Hikma Pharmaceuticals plc, a multinational pharmaceutical company publicly traded on the London Stock Exchange, as Executive Vice President, Business Operations, a role she held from June 2018 to July 2022. Before that, Ms. Nielsen served at Teva Pharmaceuticals, a global pharmaceutical company, as Senior Vice President and Chief Transformation Officer, from January 2015 to June 2018. Before that, she was the founder of System Matters APS, a healthcare and impact investing consultancy from April 2011 to December 2014 and the general counsel and an executive vice president at Actavis Group from January 2006 to March 2011. Ms. Nielsen began her career as a commercial lawyer in Denmark at Kromann Reumert. She presently serves as Vice Chair of Think Equal USA, a not-for-profit providing and advocating for early-age social emotional learning, and is an advisor to EIR, which promotes women’s sports globally. Ms. Nielsen was a candidate of law at the University of Copenhagen, received her Master of Laws at the University of Edinburgh, and completed a Leading Sustainable Corporation Programme at the University of Oxford.

Mark Tyndall is our Executive Vice President, Chief Legal Officer and Corporate Secretary, roles he assumed in August 2022. Mr. Tyndall has executive responsibility for all legal functions and serves as

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the primary liaison to the Board of Directors. He also has responsibility for Mallinckrodt’s Government Affairs and Patient Advocacy functions. Previously, from February 2021 to August 2022, Mr. Tyndall served as Mallinckrodt’s Senior Vice President and U.S. General Counsel, where he had responsibility for the U.S. and international commercial legal teams, corporate litigation and investigations, legal operations, and the corporate privacy function, and oversaw the Government Affairs team. Before that, Mr. Tyndall held the roles of Senior Vice President of Government Affairs & Chief Counsel of Litigation (from February 2019 to February 2021), and Vice President of Government Affairs, Policy and Patient Advocacy (from June 2014 to February 2019). Prior to Mallinckrodt, Mr. Tyndall served as Head of Global Policy and Public Affairs at Bayer Healthcare’s consumer health division, a role he served in from January 2013 to June 2014. Prior to joining Bayer, Mr. Tyndall practiced healthcare and political law in the Washington, D.C. office of Sidley Austin LLP, where he focused on healthcare regulatory issues, fraud and abuse matters and legislative and policy issues. He is also a former professional staff member of the U.S. Senate Committee on Agriculture, Nutrition and Forestry. Mr. Tyndall holds a Juris Doctor from George Washington University Law School, a Master’s degree in Public Policy from the College of William and Mary, and a Bachelor of Arts degree in Economics from Christopher Newport University. He also completed the International Human Rights Law Summer Program at the University of Oxford, New College.

Kassie Harrold is our Executive Vice President and Chief Compliance Officer, a role she assumed in August 2022. Ms. Harrold has executive responsibility for overseeing Mallinckrodt’s global integrity and compliance program. Ms. Harrold has held roles of increasing responsibility since joining Mallinckrodt in 2013, including leading the trade compliance and business support functions and advising senior management on a broad range of business matters as the Senior Staff Liaison to the President and Chief Executive Officer. Previously, Ms. Harrold served as our Senior Vice President and Chief Compliance Officer, with responsibility for global ethics and the compliance program, including risk assessment and mitigation, hotline reporting and investigations, program monitoring and governance, from February 2021 until August 2022. Prior to that, she served as our Vice President and Chief Compliance Officer, Specialty Generics from January 2019 until January 2021, and as our Vice President of Business Support, Specialty Generics, from January 2018 until December 2018. Prior to joining us, Ms. Harrold held several positions, including global compliance, litigation and employment counsel and government affairs, with Solutia Inc., the specialty chemicals spin-off of Monsanto. Ms. Harrold is a member of the Healthcare Businesswomen’s Association (HBA), previously serving on the St. Louis chapter board and was selected as Mallinckrodt’s 2016 HBA Rising Star. She also participates in the Pharmaceutical Compliance Forum as a member of the CCO Roundtable. Ms. Harrold serves as an executive sponsor and advisor to Mallinckrodt’s Women in Business and Champion Circles business resource groups. She earned her Bachelor of Science and Juris Doctorate Degrees from Duquesne University in Pittsburgh, Pennsylvania.

Lisa French is our Executive Vice President and Chief Commercial Officer, a role she assumed in October 2022. She has executive responsibility for all commercial and market-access activities for the company’s Specialty Brands products, as well as new product launch execution for assets in Mallinckrodt’s near-term development portfolio. Ms. French is a member of Mallinckrodt’s executive committee. Ms. French has more than 30 years of experience in U.S. go-to-market commercialization strategy development and operating experience across the therapeutics lifecycle. Before joining Mallinckrodt, Ms. French served as U.S. Business Unit Lead of the Women’s Health Franchise at Organon & Co.’s, a global healthcare company, where she led the commercial team, from January 2021 through September 2022. Prior to that, she held various positions of increasing responsibility at Merck, a pharmaceutical company, where she ultimately led all aspects of a multi-billion dollar brand, executed commercial innovation initiatives and oversaw multiple sales teams, including as Associate Vice President, U.S. Marketing Lead HPV Franchise, from October 2019 until January 2021 and as Associate Vice President, U.S. Strategy and Commercial Model Innovation, from January 2016 until October 2019. Ms. French holds a B.S. in Biology from West Chester University and completed Harvard Business School’s Emerging Leaders and Leadership & Strategy executive programs.

Dr. Peter Richardson is our Executive Vice President and Chief Scientific Officer, a role he assumed in January 2023. He has executive responsibility for Mallinckrodt’s branded research and development (R&D), medical affairs, safety, portfolio and project management, and regulatory affairs functions, and

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he is a member of the Company’s executive committee. Dr. Richardson is a pharmaceutical executive with more than 30 years of experience in research and development leadership, including building and supporting product development pipelines and clinical program management. Before joining Mallinckrodt, Dr. Richardson served as the Executive Vice President and Chief Medical Officer of Antares Pharmaceuticals, Inc., a pharmaceutical company, leading the organization’s research and development activities from April 2021 until Mary 2022. Prior to Antares Pharmaceuticals, he held senior leadership positions in research and development at several pharmaceutical companies, including as Chief Medical Officer President, Adare Development 1, at Adare Pharma from November 2016 until September 2020, as well as positions at Novartis and MannKind Corporation. Dr. Richardson holds a B.Med.Sci. from the University of Nottingham and a BM, BS from the University of Nottingham Medical School. He completed Stanford University Graduate School of Business’ executive program and is a member of the Royal College of Physicians in the United Kingdom.

Stephen Welch is our Executive Vice President and Head of Specialty Generics, a role he assumed in August 2022. He has executive responsibility for the Company’s Specialty Generics segment, directly managing all aspects of the segment’s business. Before that, from January 2022 to August 2022, Mr. Welch served as our Senior Vice President and General Manager, Specialty Generics. He previously served as the segment’s Chief Financial Officer (from December 2020 to January 2022) and Chief Transformation Officer for Mallinckrodt (from August 2019 to June 2022), including during the Company’s Chapter 11 process, and regularly represented the Company in those proceedings. He joined Mallinckrodt in 2012 and during his time with the Company has held a number of increasingly strategic roles, including Chief of Staff to the President and CEO and Vice President of Corporate Strategy. He began his time at Mallinckrodt in the tax department, focused primarily on mergers and acquisitions transactions and business integrations. Prior to joining Mallinckrodt, Mr. Welch led the tax functions at Human Genome Sciences, Inc., a formerly publicly listed biopharmaceutical company and PharMerica Corporation, a pharmacy services provider. He began his career at PricewaterhouseCoopers. Mr. Welch holds a Juris Doctor degree from the Georgetown University Law Center and a bachelor’s degree in Political Science from California State University, Bakersfield.

Jason Goodson is our Executive Vice President and Head of Corporate Development, a role he assumed in August 2022. Mr. Goodson has executive responsibility for overseeing corporate strategy, business development and business intelligence. He is a seasoned executive leader with a track record of navigating complex business issues and delivering results against corporate strategy. Mr. Goodson previously served as our Vice President of Business Operations, where he had responsibility for corporate strategy, business development and business intelligence and analytics, from November 2021 to August 2022. Mr. Goodson has also served as Chief of Staff to the President and CEO supporting various strategic initiatives including key workstreams within the Chapter 11 process, from March 2020 to November 2021, and as Senior Director, Assistant Controller from January 2018 to March 2020. Mr. Goodson has over 18 years of experience in various finance leadership, strategic and mergers and acquisitions transaction focused roles. He began his career at Mallinckrodt as Assistant Controller, within the finance organization focused on mergers and acquisitions transactions, integration and transformation projects. Prior to joining Mallinckrodt, Mr. Goodson was with SunEdison Inc, in various finance leadership roles including responsibility for finance transformation initiatives and various business development transactions. Prior to his time at SunEdison, he was with PricewaterhouseCoopers as a manager in the audit practice. Mr. Goodson holds a Master’s and Bachelor’s degree from the University of Missouri – Columbia in Accounting. He is a Certified Public Accountant in the state of Missouri.

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COMPENSATION OF EXECUTIVE OFFICERS

COMPENSATION OF EXECUTIVE OFFICERS
COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) describes our executive compensation philosophy and objectives and the decisions of the Human Resources and Compensation Committee (“HRCC”) of our Board of Directors (“Board”) regarding the fiscal 2022 compensation of our named executive officers (“NEOs”). This section provides details on both the pre-Emergence compensation programs and decisions made by the pre-Emergence HRCC and Board, as well as the compensation programs and decisions made by our post-Emergence HRCC and Board for fiscal 2022 compensation.

Fiscal 2022 Company Performance

Despite the various challenges of fiscal 2022, including our emergence from bankruptcy on June 16, 2022, the core operations of our business outperformed our expectations and we exceeded our Adjusted EBITDA guidance and achieved the high end of our net sales guidance for the year as we continued to focus on executing our three near-term strategic priorities: strengthening the balance sheet; stabilizing our portfolio; and making the right investments in our pipeline.

Key performance highlights for fiscal 2022 include:

•

Total net sales of $1.914 billion, including Specialty Brands net sales of $1.270 billion and Specialty Generics net sales of $644.8 million.

•

Cash balance at the end of the fiscal year end of $409.5 million. The Company continues to maintain an undrawn accounts receivable financing facility up to $200 million, ending the fiscal year with approximately $610 million in liquidity.

•

Pipeline developments. In September 2022, Terlivaz became the only treatment for adults with hepatorenal syndrome approved by the U.S. Food and Drug Administration (“FDA”). Since approval, we have been working to engage with hospitals to gain formulary inclusion of Terlivaz and are pleased with the formulary approval thus far in hospitals that have reviewed the product. With respect to INOmax Evolve, the next-generation delivery system of INOmax, we believe we remain on track for FDA approval in 2023.

Please refer to the more comprehensive discussions contained in our Annual Report on Form 10-K for the fiscal year ended December 30, 2022 for additional information about these highlights.

Executive Summary

We believe our executive compensation practices play a key role in driving our performance. These practices are designed to maximize shareholder value and return, and to reward performance when financial, operational and strategic performance goals that drive long-term value for our shareholders are achieved. Following Emergence and in connection with the Company’s ability to grant equity in 2022, we believe our compensation practices are heavily weighted toward long-term stock-based compensation and are designed to align the long-term interests of executives with those of our shareholders. By utilizing performance-based compensation as a significant portion of total compensation, actual realized compensation is accordingly expected to be higher when we overperform and lower when we underperform.

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COMPENSATION OF EXECUTIVE OFFICERS

The table below highlights the principal elements of our executive compensation program.

Category

Pre-Emergence
January 1, 2022 – June 15, 2022

Post-Emergence
June 16, 2022 – December 30, 2022

Human Resources and Compensation Committee

Chair — Mr. Norton
Members — Mr. Carlucci, Mr. Carrol and Ms. Whitaker

Chair — Mr. Goldman
Members — Mr. El-Dada, Ms. Ling, Dr. Myers and Mr. Sulat

Management

Immediately before Emergence:
Chief Executive Officer — Mr. Trudeau
EVP and Chief Financial Officer — Mr. Reasons
EVP and Chief Commercial and Operations Officer — Mr. O’Neill
EVP and Chief Scientific Officer — Dr. Romano
EVP and Chief Legal Officer — Mr. Casey
EVP and Chief Human Resources Officer — Mr. Watkins

End of Year:
Chief Executive Officer — Mr. Olafsson
EVP and Chief Financial Officer — Mr. Reasons
EVP and Chief Transformation
Officer — Ms. Nielsen
EVP, Chief Legal Officer and Corporate Secretary — Mr. Tyndall
EVP and Chief Commercial Officer — Ms. French
EVP and Head of Specialty Generics — Mr. Welch
EVP and Head of Corporate Development — Mr. Goodson
EVP and Chief Compliance Officer — Ms. Harrold

Objectives of Compensation Programs

Stabilize Company during bankruptcy proceedings, retain key talent, successfully emerge.

Maximize shareholder value, align individual performance with shareholder value, drive long-term performance.

Key Employee Incentive Plan (“KEIP”)

•

Incentive plan implemented and was a combination of the Company’s previous short- and long-term incentive plans

•

Cash-based

•

Adjusted EBITDA*

•

Adjusted Operating Cash Flow*

Grandfathered participants only

Annual Incentive Plan (“AIP”)

Participants: Non-KEIP NEOs

•

Cash-based

•

Adjusted EBITDA*

•

Adjusted Operating Cash Flow*

•

Net Sales

Participants: Non-KEIP NEOs

•

Cash-based

•

Adjusted EBITDA*

•

Adjusted Operating Cash Flow*

•

Net Sales

•

Executive payouts capped per executive employment agreement

Long Term Incentive (“LTI”)

N/A

50% performance-based restricted unit awards (“PSUs”)
50% restricted unit awards (“RSUs”)

PSU Performance Metrics:

•

Adjusted Operating Cash Flow

•

Relative Total Shareholder Return

Retention

Cash-based

No cash-based retention bonuses were granted post-Emergence

Creditor and Shareholder Feedback

Focused on achieving emergence and business operations

Focused on business operations and cash generation

See page 36 below for the definition of these non-GAAP financial measures.

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What We Do

✓

Align to a peer group that reflects our business model

✓

Engage independent and expert compensation committee consultants

✓

Ensure a substantial portion of compensation is at risk, tied to performance and linked to shareholder value creation

✓

Establish challenging threshold performance goals and maximum performance goals that reflect stretch levels of performance

✓

Cap long-term performance unit payouts for performance measures at 200% of the target award

✓

Cap individual executive annual cash incentive payouts per the employment agreements for post-emergence executives

✓

Allow for no overlap in performance metrics between annual and long-term incentives, with the exception of cash flow, which is a key strategic focus for the Company

✓

Include both relative and absolute performance metrics in our long-term performance units program

✓

Require robust stock ownership guidelines with retention requirements

✓

Require termination of employment in addition to a change in control for accelerated equity vesting (double trigger)

✓

Require non-competition, non-solicitation and confidentiality agreement for eligibility in severance and change in control benefits

✓

Ensure that the HRCC has the discretion to apply negative adjustments to incentive awards

✓

Maintain an executive compensation clawback policy that provides for the recovery of performance-based cash and equity incentive compensation paid to executives in various circumstances, including for misconduct

✓

Review annually our compensation programs and policies for best practices and to ensure they do not encourage excessive risk-taking

✓

Conduct annual “say-on-pay” advisory votes

What We Don’t Do

Provide excessive executive perquisites

Reprice or exchange equity awards without shareholder approval

Allow hedging and pledging of Company securities

Provide change in control excise tax gross-ups

Provide any other tax gross-ups to our executives, with the exception of relocation expenses, limited business-related benefits or in connection with expatriate / international assignments

Our Named Executive Officers

For purposes of this CD&A and executive compensation disclosures, the individuals listed below are our NEOs for fiscal 2022.

•

Sigurdur O. Olafsson, President, Chief Executive Officer and Director

•

Bryan M. Reasons, Executive Vice President and Chief Financial Officer

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•

Mark A. Tyndall, Executive Vice President, Chief Legal Officer and Corporate Secretary

•

Stephen A. Welch, Executive Vice President and Head of Specialty Generics

•

Henriette Nielsen, Executive Vice President and Chief Transformation Officer

•

Mark C. Trudeau, Former President, Chief Executive Officer and Director*

•

Hugh M. O’Neill, Former Executive Vice President and Chief Commercial and Operations Officer**

•

Steven J. Romano, M.D., Former Executive Vice President and Chief Scientific Officer**

*Mr. Trudeau resigned from his roles as President, Chief Executive Officer and Director on June 15, 2022, in connection with our emergence from Chapter 11 proceedings. Mr. Olafsson became President, Chief Executive Officer and a director effective June 25, 2022.

**On August 17, 2022, Mallinckrodt announced updates to its Executive Committee, pursuant to which several members of the Executive Committee, including Steven J. Romano, M.D. and Hugh M. O’Neill, would step down from their roles and depart the Company. Mr. O’Neill departed the Executive Committee and Mallinckrodt effective September 16, 2022. Dr. Romano departed the Executive Committee and Mallinckrodt on December 1, 2022.

Executive Compensation Philosophy

Our executive compensation philosophy, which was approved by the post-Emergence HRCC, provides a governance framework that is based on the tenets of sound judgment and discretion, including the following principles:

•

Compensation should strongly align the interests of executive officers with those of shareholders through the use of stock-based compensation and executive stock ownership;

•

Compensation policies and practices should support effective governance;

•

Focus 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 earned should be aligned with Company performance and investor returns;

•

Compensation should reward corporate and individual performance to encourage collaboration and collective interests, and recognize key contributors;

•

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;

•

Goal setting is a key activity and should be conducted in a rigorous manner resulting in targets that reflect challenging, yet achievable, levels of performance; and

•

Pay programs and oversight of these programs should avoid excessive compensation risk that could adversely impact the Company.

Fiscal 2022 Compensation Program

The following table summarizes the major elements of our fiscal 2022 executive compensation program and the objective of each element. They are designed to work together, as the HRCC views the executive compensation program as an integrated total compensation program. The overall value of compensation is compared to market data on compensation opportunities at pharmaceutical industry and peer companies to ensure that our executive pay programs are positioned competitively. The HRCC

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considers the mix of variable and fixed compensation when determining base salary and short- and long-term incentives with an emphasis on variable compensation rather than fixed compensation.

Element

Key Features

Objective

Base salary

Fixed cash compensation.

Offer a stable income, intended to reflect the market value of the executive’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 goals.

•

Calculation for each executive’s cash incentive is based on performance versus pre-determined goals tied to financial performance measures.

•

Each executive’s individual performance can modify the amount received up to a maximum, provided that in 2022, any individuals who participated in the 2022 KEIP did not have an individual performance modifier.

Focus executives on pre-determined patient, employee and shareholder value objectives and drive specific behaviors that foster short- and long-term growth and profitability.

Long-term incentive compensation

Awards of performance units and restricted units

•

Performance units may be earned from 0% to 200% of the target number of units over a 2.5 year performance period*. For the second half of fiscal 2022 (July 2, 2022 through December 30,2022) through 2024 fiscal year end (December 27, 2024), half of the performance units are based on adjusted operating cash flow, while the other half are based on our Total Shareholder Return (“TSR”) versus TSR performance of the Russell 2000 Biotechnology Subsector Index, in each case over the performance period.

•

To the extent earned, performance units are delivered as ordinary shares after the end of the performance period except for any portion of the award earned above target, which is delivered as cash.

•

Restricted units vest in three equal annual installments on each anniversary of the NEO’s employment contract effective date or start date with the Company.

Align the interests of executives with the interests of shareholders in long-term growth and stock performance, reward executives for the achievement of multi-year performance objectives and shareholder value creation and promote retention.

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Element

Key Features

Objective

•

Each unit is converted into one ordinary share at vesting.

Retention Bonuses

Cash-based retention bonus awarded in September 2020 to the NEOs who served on the Executive Committee prior to Emergence. These retention bonuses were subject to repayment in the event the award recipient resigned, retired, voluntarily terminated employment or was terminated by the Company for cause prior to May 15, 2022. The awards ceased to be subject to repayment on May 15, 2022. In addition, cash-based retention bonuses awarded in August 2020 and paid in May 2022 for a select group of non-executives.

Cash-based retention bonus awarded in 2022 to the NEOs who served on the Executive Committee prior to Emergence and remained employed directly following Emergence. Payment of the retention bonus was contingent upon remaining continuously employed with the Company through the 90-day anniversary of Emergence.

Designed to stabilize the executive leadership team and reduce the possibility of turnover.

No additional cash-based retention bonuses were awarded post-Emergence.

Performance period aligns with our financial quarterly and fiscal year dates. Therefore, fiscal 2022 second half period is July 2, 2022 through December 30, 2022, which is our fiscal 2022 third and fourth quarters. Our 2024 fiscal year end date is December 27, 2024.

Shareholder Engagement

It is and has been our practice for many years to engage with our investors on a routine basis as part of our investor relations program, during which the Company’s executives regularly meet with investors at both public conferences as well as in private meetings. Our engagement program focuses on overall performance of the business, particularly on subjects such as financial and commercial performance, research and development efforts, corporate strategy, capital allocation and business development, as well as corporate governance, social responsibility, executive compensation and other similar areas of interest.

We value our shareholders’ feedback and perspectives, and we are committed to continuing this broad scope of engagement with our shareholders across multiple channels, as we believe that the solicitation and consideration of shareholder views is a critical component of driving long-term value for the Company.

Compensation Decision-Making

Role of the HRCC and Management.

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 changes in the market. 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 executive officers other than our CEO. The HRCC reports to the Board on compensation paid to officers and other key

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personnel and makes recommendations to the Board regarding CEO compensation. In addition, our CEO makes recommendations to the HRCC regarding salary adjustments and the setting of incentive targets and awards for executive officers other than himself.

In determining the compensation of an executive officer, the HRCC considers various factors, including:

•

Company, business unit and individual performance, as well as business conditions and our business outlook;

•

Market data on compensation opportunities of officers with similar responsibilities at comparable companies;

•

The officer’s experience, skillset, current and future responsibilities and potential contribution to our performance;

•

Retention considerations; and

•

Compensation levels of our executives with similar levels of responsibility.

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. Prior to emergence from Chapter 11 in fiscal 2022, Willis Towers Watson Public Limited Company (“WTW”) served as the independent compensation consultant to the pre-Emergence HRCC. Upon emergence from Chapter 11 in fiscal 2022, Lyons, Benenson & Company Inc. (“LB&Co.”) served as the independent compensation consultant to the post-Emergence HRCC. LB&Co. reported directly to the HRCC, and within its scope of services, LB&Co. reviewed HRCC materials, attended all HRCC meetings, reviewed our peer group and competitive positioning of individual executives versus market, advised the HRCC with program design, provided advice to the HRCC as compensation issues arose and provided recommendations on certain specific aspects of our compensation programs. The HRCC assessed the independence of LB&Co. and determined that LB&Co. was independent and that no conflicts of interest existed during fiscal 2022.

Peer Group Determination.

Given the rapidly changing business landscape of the pharmaceutical industry, it is important for us to maintain a current view of peer competitors, including to be able to assess compensation opportunities for officers with similar responsibilities at comparable companies to ours. The HRCC periodically reviews the peer group it uses and approves changes, based on an established set of criteria and the recommendation of its independent compensation consultant. The peer group in place at the time of setting fiscal 2022 compensation (the “Pre-Emergence Peer Group”) was approved by our pre-Emergence HRCC prior to our 2021 bankruptcy filing. The specific companies were selected using objective size criteria, in a range that the HRCC determined is appropriate, as well as taking into consideration revenue and market capitalization, business similarity and our market for executive talent. We believe the peer group includes companies that we compete with for business, executive talent and/or investment dollars.

The following table sets forth the Pre-Emergence Peer Group.

Pre-Emergence Peer Group

Alexion Pharmaceuticals, Inc.

Alkermes plc

Amneal Pharmaceuticals

BioMarin Pharmaceutical Inc.

Bausch Health Companies

Catalent, Inc.

CSL Limited

Endo International plc

Horizon Pharma plc

Incyte Corporation

Jazz Pharmaceuticals plc

Perrigo Company plc

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Regeneron Pharmaceuticals, Inc.

United Therapeutics Corporation

Vertex Pharmaceuticals Inc.

Zoetis Inc.

In September 2022, the post-Emergence HRCC, with the assistance of LB&Co, analyzed this peer group to determine whether it should be revised. After consideration of various factors, the post-Emergence HRCC approved a new peer group to be used for 2023 compensation decisions.

Fiscal Year 2022 Executive Compensation Decisions

Given our bankruptcy proceedings, base salaries and target percentages under the AIP for our NEOs serving at the beginning of the year were unchanged from 2021 levels. As discussed below, the pre-Emergence HRCC established the annual performance targets under the AIP at the beginning of 2022.

Post-Emergence, the post-Emergence HRCC established base salaries for our then-serving and newly appointed NEOs, as well as affirmed or established opportunities under our AIP and 2022 KEIP. The post-Emergence HRCC reviewed, with support of LB&Co., the Company’s strategy and operating performance and key objectives for the remainder of the fiscal year. In addition, the post-Emergence HRCC looked at the potential impact of current and emerging 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. Finally, the post-Emergence HRCC weighed internal factors specific to Mallinckrodt such as executive experience, role and individual capabilities. Actions taken by the post-Emergence HRCC considered the Company’s operating plan for the remainder of fiscal 2022 and the then-current share price and were calculated to align management and shareholder interests through competitive performance-based compensation that attracted, motivated and retained important talent.

Base Salary

The HRCC evaluates base salaries annually as well as upon a promotion or other change in job responsibility to determine if increases are appropriate. The post-Emergence HRCC, based in part upon the recommendation of our CEO and considering each NEO’s level of responsibility, skillset and experience, as well as market data for similar positions at companies in our peer group and issues of internal pay equity, approved the base salary amounts and increases detailed in the table below.

In consultation with the pre-Emergence HRCC, the pre-Emergence Board froze the base salary for Mr. Trudeau in consideration of Company performance. In addition, base salaries for Dr. Romano and Mr. O’Neill were unchanged during fiscal 2022.

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NEO Annual Base Salaries and Adjustments During Fiscal 2022

	Initial Salary	Ending Salary	Change
Sigurdur Olafsson	$1,100,000	$1,100,000	—
Bryan Reasons(1)	$600,000	$630,000	5%
Mark Tyndall(2)	$430,000	$575,000	34%
Stephen Welch(3)	$331,500	$450,000	36%
Henriette Nielsen	$620,000	$620,000	—
Mark Trudeau	$1,050,000	N/A	N/A
Steven Romano, M.D.	$620,000	N/A	N/A
Hugh O’Neill	$620,000	N/A	N/A

(1)

Received a base salary adjustment based on competitive pay levels and performance.

(2)

Received two base salary adjustments during the course of 2022; an annual salary increase applied in March 2022 and an adjustment applied in August 2022 to reflect an increase in responsibilities and competitive pay levels at the time Mr. Tyndall was appointed a member of the Executive Committee.

(3)

Received a base salary adjustment in May 2022 due to a promotion prior to his appointment to the Executive Committee and increased responsibilities in line with competitive pay levels.

Fiscal 2022 Short-Term Incentive Awards

2022 Annual Incentive Plan

For fiscal 2022, the NEOs that participated in the AIP were Mr. Olafsson, Mr. Reasons and Ms. Nielsen. Mr. Tyndall and Mr. Welch did not participate in the AIP but instead continued to participate in the Company’s 2022 KEIP, which they were participating in prior to their elevation to being executive officers. The 2022 KEIP is further discussed below. Mr. Trudeau, Dr. Romano and Mr. O’Neill were originally participants in the AIP, but their 2022 short-term incentive payouts were determined in accordance with their respective separation agreements entered into in connection with the termination of their employments. For more information on the payments these NEOs received in connection with the termination of their employments, see the section titled “Mr. Trudeau, Dr. Romano and Mr. O’Neill’s Termination Benefits” below.

The HRCC established award targets for each of the NEOs participating in the AIP that were expressed as a percentage of base salary. The table below shows the opportunities for Mr. Olafsson, Mr. Reasons and Ms. Nielsen.

2022 Annual Incentive Plan Target as a % of Salary

	Sigurdur Olafsson			135%
	Bryan Reasons			75%
	Henriette Nielsen			75%

The AIP provides each of the participants with the opportunity to receive an annual incentive payment determined by multiplying their annual incentive target by the Company’s achievement against pre-determined financial performance targets and then by an individual performance modifier. The Company performance targets were designed to be achieved in a range from 0% (achievement at less than threshold) to 150% (achievement at maximum or above) of target based upon our performance, subject to an individual performance modifier that can also be applied in a range from 0% to 150%, with

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a cap on the total target opportunity as set by each executive’s respective employment agreement, based on which a cap of 250% of base salary was set for Mr. Olafsson and a cap of 150% of base salary was set for Mr. Reasons and Ms. Nielsen, respectively. The following illustrates the formula for the AIP:

2022 AIP Performance Measures. For the 2022 AIP, the pre-Emergence HRCC approved the incentive plan and established the Company performance measures. For fiscal 2022, the Company performance measures were based upon adjusted EBITDA, adjusted operating cash flow and net sales. The pre-Emergence HRCC believed these measures were key drivers of the longer term value creation and key indicators of the current and future strength of our business.

•

Adjusted EBITDA was defined as earnings for the fiscal year before interest, taxes, depreciation and amortization, adjusted to exclude incremental Terlivaz launch spend contingent upon FDA approval, impact from foreign currency rate volatility, discretionary bonuses for non-executives as approved by the HRCC, and the sale of an intellectual property research and development asset.

•

Adjusted operating cash flow represented operating cash flow prepared in accordance with GAAP adjusted for separation costs, reorganization advisor fees, working capital impacts related to the CARES Act, significant legal and environmental charges, working capital impacts resulting from the Company’s Chapter 11 bankruptcy filing, severance costs, interest payments, acquisition/divestiture costs, incremental Terlivaz launch spend contingent upon FDA approval, and the impact of a customer bankruptcy.

•

Adjusted net sales represented net sales calculated in accordance with GAAP, excluding foreign currency exchange rate impacts.

The weighted average funding for the 2022 AIP was designed to range from 0% to 150% of target based upon our performance against these measures. The HRCC maintains discretionary authority to further modify the funding, both negatively and positively, based on the HRCC’s evaluation of Company achievement against the strategic imperatives, as further discussed below. The following chart summarizes the 2022 AIP design with respect to the Company performance measures, including the relative weighting, performance targets, actual results and weighted average funding for our participating NEOs.

Measure	Weighting		Threshold (50% Payout)			Target (100% Payout)			Maximum (150% Payout)			Fiscal 2022 Results			Weighted Average Funding
Adjusted Operating Cash Flow(1)		40%		$	523		$	615		$	708		$	692		57%
Adjusted EBITDA(1)		40%		$	655		$	771		$	886		$	739		35%
Net Sales(1)		20%		$	1,819		$	2,021		$	2,223		$	1,922		15%
																106%(2)

(1)

In Millions

(2)

Total amount does not total numbers presented due to rounding.

Strategic Imperatives. In addition to performance against financial measures, the HRCC also considers Company performance that supported the accomplishment of pre-determined key strategic imperatives and has the ability to adjust the overall size of the AIP awards, both negatively and positively. This allows the HRCC to decrease or increase the size of the awards if, in the HRCC’s opinion, such amounts are not appropriately earned or adequately reflect performance.

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The key strategic imperatives considered for fiscal 2022 are listed below:

		Fiscal 2022 Strategic Imperatives
		Deliver Innovative Therapies to Patients with Severe and Critical Needs				• Prioritize internal development, including Life Cycle Management opportunities and business development activities. • Achieve regulatory success by bringing Terlivaz and Acthar SelfJect to patients. • Optimize investment in current portfolio of products and ensure patient access to our therapies, including new products (StrataGraft and Terlivaz).
		Deliver Performance and Certainty for Stakeholders				• Deliver clear messaging of our strategy including the implications on all parts of our business. • Achieve progress on emergence from Chapter 11, including appropriate exit financing. • Achieve or exceed operational performance targets by maximizing value of current portfolio. • Align operating model to strategy and customer insights.
		Empower Employees and Shape Culture				• Listen to, develop, engage and enable employees. • Shape our culture through improved collaboration and communication, and develop a common understanding of our strategy and focus for the year. • Continue to evolve our governance model. Enhance our culture of integrity by implementing and following our Corporate Integrity Agreement (“CIA”) requirements. Ensure talent across the organization aligns with our necessary capabilities. • Migrate towards Environmental, Social and Corporate Governance (“ESG”) program, including Diversity and Inclusion initiatives.

With respect to individual NEO performance modification recommendations under the 2022 AIP, the HRCC considered the following:

		NEO				Individual Key Achievements
		Sigurdur Olafsson				• Re-established relationships with investors and creditors as well as industry connections • Established new Executive Committee including hiring for key roles and internal promotions • Ensured establishment of necessary requirements under the CIA and our operating injunction • Restructured the organization to establish a “fit for purpose organization”
		Bryan Reasons				• Implemented exit financing and ongoing liability management strategies • Led bankruptcy negotiations with various stakeholders • Led fresh start accounting and related complex issues including timely completion of audit • Partnered with the Executive Committee on cost savings initiatives including restructuring the organization

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		NEO				Individual Key Achievements
		Henriette Nielsen				• Played a key role in acquiring talent for key executive positions including CCO & CSO • Instrumental in the cost savings initiatives and the restructuring of the organization • Led the establishment of a path to deliver on our ESG obligations including establishing an ESG steering Committee (Finance, IT, EHS, Procurement, IR) and numerous workstreams

2022 AIP Achievement and Payout. Following the conclusion of fiscal 2022, the post-Emergence HRCC determined the level of achievement and amount of payouts to which our NEOs were entitled under the AIP. The post-Emergence HRCC assessed the performance against the Company performance measures and the Company’s progress toward each of the strategic imperatives, and it received input from our CEO on each of the NEOs (other than our CEO) regarding individual performance and key contributions made in fiscal 2022. The Board and post-Emergence HRCC respectively determined that a payout at the 106% level based on Company performance and a 150% individual performance modifier for Mr. Olafsson and Ms. Nielsen and a 130% individual performance modifier for Mr. Reasons were appropriate.

Fiscal 2022 NEO Bonus Payout

	Target Performance Multiplier									Individual Modifier
	Target Bonus Opportunity			x		Multiplier		=		Preliminary Payout			x		Individual Performance Modifier		=		Final 2022 AIP Payout
Sigurdur Olafsson(1)		$	771,058		x		106%		x		$	817,321		x		150%		=		$	1,225,982
Bryan Reasons		$	472,500				106%				$	500,850				130%				$	651,105
Henriette Nielsen(1)		$	173,736				106%				$	184,160				150%				$	276,240

(1)

Prorated based on hire date

2022 Key Employee Incentive Plan

Mr. Tyndall and Mr. Welch, each of whom were appointed as members of the Executive Committee for the first time in fiscal 2022, participated in the 2022 KEIP.

The pre-Emergence HRCC approved the 2022 KEIP, which was a component of our pre-Emergence Stock and Incentive Plan and included two separate stand-alone performance periods (the first half (“First Half”) and the second half of fiscal 2022 (“Second Half”)).

Award target amounts under the 2022 KEIP for Mr. Tyndall and Mr. Welch were not established by the HRCC as they were not serving as executive officers at the time. Their award targets were set by the former Chief Legal Officer. The 2022 KEIP replaced the Company’s short- and long-term incentive plans and as such the full year target amounts for the NEOs were equal to the sum of their annual incentive targets and a portion of their long-term equity incentive targets, as shown in the tables below.

2022 Full Year Target KEIP Opportunity

	Mark Tyndall				$	690,710
	Stephen Welch				$	535,500

Performance Periods and Measures. The 2022 KEIP consisted of two standalone performance periods: the First Half (50% of award) and the Second Half (50% of award). The pre-Emergence HRCC determined that two semi-annual performance periods and semi-annual goals placed a greater

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emphasis on the Company’s objectives and the corresponding results we needed to achieve throughout the year. In addition, this type of incentive plan structure is aligned with market practice for companies operating under similar circumstances as us during Chapter 11 proceedings.

The performance measures for each period were separately determined and were based for each period on adjusted EBITDA and adjusted operating cash flow, weighted 60% and 40%, respectively. These performance measures were set in relation to our annual budget for the enterprise as approved by the pre-Emergence Board. The pre-Emergence HRCC viewed these measures as key drivers to preserve and maximize enterprise value and maximize cash generation during bankruptcy and a period of significant litigation.

•

The weighted average funding for the 2022 KEIP was designed to range from 0% to 150% of target based upon our performance against these measures for each standalone performance period. The HRCC maintained discretionary authority to further modify the funding, both negatively and positively.

The following charts summarize the 2022 KEIP design with respect to the Company performance measures for each of the First Half and Second Half, including the relative weighting, performance targets, actual results and weighted average funding for our participating NEOs. As shown in the charts, fiscal 2022 First Half performance resulted in an overall weighted average funding of 124% and the Second Half performance resulted in an overall weighted average funding of 95%.

Fiscal 2022 First Half KEIP Company Performance Measures

Measure	Weighting		Threshold (50% Payout)			Target (100% Payout)			Maximum (150% Payout)			First Half Results			Weighted Average Funding
Adjusted EBITDA(1)		60%		$	297		$	350		$	402		$	358		65%
Adjusted Operating Cash Flow(1)		40%		$	242		$	284		$	327		$	324		59%
																124%

(1)

In millions

Fiscal 2022 Second Half KEIP Company Performance Measures

Measure	Weighting		Threshold (50% Payout)			Target (100% Payout)			Maximum (150% Payout)			Second Half Results(1)			Weighted Average Funding
Adjusted EBITDA(1)		60%		$	358		$	421		$	484		$	381		41%
Adjusted Operating Cash Flow(1)		40%		$	281		$	331		$	381		$	365		54%
																95%

(1)

In millions

Strategic Imperatives. In addition to performance against financial and operational measures, the HRCC also considered Company performance that supported the accomplishment of the Company’s strategic imperatives (as disclosed in the table “Fiscal 2022 Strategic Imperatives” above) and had the ability to adjust the overall size of the executive bonuses, both negatively and positively.

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2022 KEIP Achievement and Payout. For fiscal 2022, the HRCC determined the amount payable to our NEOs under the 2022 KEIP by multiplying the NEO’s individual incentive target by the funding based on Company performance for the two performance periods. The pre-Emergence HRCC approved the First Half payments and the post-Emergence HRCC approved the Second Half payments.

The HRCC also took into account the progress on the strategic imperatives and challenges that faced the business in fiscal 2022 when determining the 2022 KEIP award payouts for each of the two performance periods. The following charts show the HRCC approved multipliers for each of the two performance periods. The 2022 KEIP did not include an individual performance modifier and the evaluation of the strategic imperatives did not result in an increase or decrease to the amounts earned.

	Target Performance Multiplier								Payout
	First Half Target KEIP Opportunity			x		Multiplier		=	First Half KEIP
Mark Tyndall		$	299,710		x		124%			$	371,640
Stephen Welch		$	267,750				124%			$	332,010

	Target Performance Multiplier								Payout
	Second Half Target KEIP Opportunity			x		Multiplier		=	Second Half KEIP
Mark Tyndall		$	391,000		x		95%			$	371,450
Stephen Welch		$	267,750				95%			$	254,363

2022 Grants

During 2022, our NEOs, except for Mr. Trudeau, Dr. Romano and Mr. O’Neill, each of whom separated from the Company in 2022, received a one-time equity award (the “Initial Grant”) under the Company’s 2022 Stock and Incentive Plan (the “MIP”) which consisted of a mix of performance units (weighted 50%) and restricted units (weighted 50%), pursuant to the NEOs’ employment agreements. The table below sets forth the Initial Grant with respect to long-term incentive compensation for equity grants made during fiscal 2022.

Name	Initial Grant (#)		Target Number of Performance Units (#)		Number of Restricted Units (#)
Sigurdur Olafsson		450,545		225,273		225,272
Bryan Reasons		225,273		112,637		112,636
Mark Tyndall		150,182		75,091		75,091
Stephen Welch		75,091		37,546		37,545
Henriette Nielsen		150,182		75,091		75,091
Mark Trudeau		—		—		—
Steven Romano, M.D.		—		—		—
Hugh O’Neill		—		—		—

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 2022 were based upon adjusted operating cash flow and relative TSR targets, each

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weighted at 50%, over a performance period of second half of fiscal 2022 to fiscal year end 2024 (July 2, 2022 through December 27, 2024).

•

Adjusted Operating Cash Flow for the Company will be calculated for second half of fiscal 2022 through fiscal year end 2024 (July 2, 2022 through December 27, 2024) and is defined as net cash from operating activities of continuing operations for the performance cycle, excluding the following items: payments related to the Company’s emergence from bankruptcy, CARES Act refunds, interest payments, opioid and DOJ and CMS settlements, impact of acquisitions and divestitures, and any unusual or nonrecurring items that may be approved by the HRCC or Board. We have not disclosed the specific non-GAAP operating cash flow targets as they are confidential and disclosure could lead to competitive harm.

•

Relative TSR means our total shareholder return as compared to the Russell 2000 Biotechnology Subsector index. 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 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 HRCC periodically reviews our TSR comparison group and approves changes taking into account the recommendation of the HRCC’s independent advisor. The HRCC believes that relative TSR measure provides a “total picture” of our performance and balances the achievement of absolute internal goals (Adjusted Operating Cash Flow) with relative performance against an index in a measure that is directly linked with long-term shareholder value creation. The multiplier used to determine the number of earned performance units could be between a threshold of 50% and a maximum of 200%, with threshold achievement corresponding to a relative TSR level at the 25th percentile (below which no performance units are earned) and maximum an achievement level corresponding to a relative TSR level at the 75th percentile.

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, subject to the Company’s share ownership requirements. Restricted units granted to NEOs during fiscal 2022 vest one-third annually beginning on the first anniversary of either the NEOs employment agreement effective date or hire date with the Company in 2022.

Executive Retention Bonus Program

In November 2019, the pre-Emergence HRCC approved a key executive retention plan, also known as the Executive Retention Bonus Program (“ERBP”) for specified employees, including the NEOs employed at that time, and the pre-Emergence Board approved an ERBP for our former CEO, Mr. Trudeau. The ERBP provided a cash-based retention bonus award to specified employees of the Company. In August 2020, the pre-Emergence HRCC approved an extension of the ERBP for a small number of employees, including the NEOs employed at that time, Mr. Reasons, Dr. Romano and Mr. O’Neill, and the pre-Emergence Board approved an extension for Mr. Trudeau. The pre-Emergence HRCC considered the challenges facing the Company, including the opioid litigation, and both the pre-Emergence Board and the pre-Emergence HRCC believed it critical to continue to stabilize the executive leadership team and reduce the possibility of further turnover during a critical time at the Company. Further turnover would have resulted in the loss of expert knowledge, slowed momentum and could have impaired the Company’s ability to continue to navigate the challenges, including the opioid litigation, and bring pipeline products to market. The pre-Emergence HRCC consulted WTW on the extension of the program and approaches utilized by other companies facing similar uncertainties for retention of executives in determining the value of the extended ERBP. The pre-Emergence HRCC (and the pre-Emergence

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Board with regard to Mr. Trudeau) approved awards under the extended ERBP for the NEOs employed at that time in the following amounts.

		2020 Executive Retention Bonuses
		Mark C. Trudeau				$1,575,000
		Bryan M. Reasons				$900,000
		Steven J. Romano, M.D.				$930,000
		Hugh M. O’Neill				$930,000

Awards under the extended 2020 ERBP were subject to repayment in the event the award recipient resigned, retired, voluntarily terminated employment or was terminated by the Company for cause prior to May 15, 2022. The awards ceased to be subject to repayment on May 15, 2022.

In 2022, the post-Emergence HRCC approved cash-based retention bonuses awarded to the NEOs who served on the Executive Committee prior to Emergence and remained employed directly following Emergence. Payment of the retention bonus was contingent upon remaining continuously employed with the Company through the 90-day anniversary of Emergence.

Other Benefits

We provide NEOs the same benefits that are provided to all employees, including defined contribution retirement benefits and health and welfare benefits. 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 the Internal Revenue Code (the “Code”) limitations.

Under the Mallinckrodt Retirement Savings Plan, we make an automatic contribution of 3% of an employee’s eligible pay, irrespective of whether the employee contributes to such plan. Additionally, we match $0.50 for every dollar employees contribute, up to the first 8% of eligible pay.

Mallinckrodt Supplemental Savings Plan. Under the Mallinckrodt Supplemental Savings Plan, participants, including NEOs, may defer up to 50% of their base salary and 75% of their annual bonus. We provide matching credits based on the participant’s deferred base salary and bonus at the same rate that such participant is eligible to receive matching contributions under the Mallinckrodt Retirement Savings Plan and Company credits on any cash compensation (i.e., base and bonus) that the participant earns during a calendar year in excess of applicable IRS limits ($305,000 for 2022). Participants are fully vested in matching and Company credits (including earnings on such credits) upon completion of two years of service. The Mallinckrodt Supplemental Savings Plan is a non-qualified deferred compensation plan that is maintained as an unfunded “top-hat” plan and is designed to comply with Section 409A of the Code. Amounts credited to the Mallinckrodt Supplemental Savings Plan as participant deferrals or Company credits may also be credited with earnings (or losses) based upon investment selections made by each participant from investments that generally mirror investments offered under the Mallinckrodt Retirement Savings Plan. Participants may elect whether they will receive a distribution of their Mallinckrodt Supplemental Savings Plan account balances upon termination of employment or at a specified date. Distributions can be made in a lump sum or in up to 15 annual installments. Elective deferrals of compensation were suspended for fiscal year 2022.

International Assignment Benefits. We seek to ensure that employees who are sent on an assignment outside of their home country are not subject to a higher income tax liability than they would have paid in their home country pursuant to our tax equalization program. Each such employee is responsible for a theoretical home income tax liability based on an estimate of his or her anticipated home income tax liability, and we are responsible for any home country and assignment country taxes in excess of that

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amount. We deduct hypothetical income taxes from the employee’s compensation during the tax year and pay any assignment country taxes on his or her behalf.

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 executive officers. 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 assessed against market data from comparable companies and intended to be competitive for our industry. In addition, when we request a spouse or partner to attend a business meeting, such as our annual national sales recognition program for top performers, we reimburse executive officers for expenses related to this travel and for the income taxes associated with these travel expenses.

Employment Agreements. For each of Mr. Trudeau, Dr. Romano and Mr. O’Neill, our NEOs who separated from the Company in 2022, we entered into separation agreements that were intended to codify into a contractual arrangement the severance benefits that they otherwise would have been entitled to under our executive severance plan.

The disbursement of severance pay and related benefits during the pendency of the Chapter 11 Cases was subject to, among other things, approval by the Bankruptcy Court and the restrictions regarding severance payments imposed by section 503(c) of Chapter 11 of the United States Code. For detailed information on the severance benefits provided under the employment agreements and severance actually paid pursuant to certain related separation agreements, see the section entitled “Potential Payments upon Termination” below.

Share Ownership Requirements

The pre-Emergence Board established share ownership requirements that required executive officers to hold equity with a value expressed as a multiple of their base salary, with the CEO set at five times base salary and all other executive officers set at three times base salary, with certain allowances for including awarded but unvested equity grants in the calculations. On November 3, 2020, the pre-Emergence Board of Directors waived compliance with the stock ownership requirements for the duration of the Chapter 11 Cases. The stock ownership guidelines were subsequently reinstated by the post-Emergence Board following Emergence.

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.

Our policy also prohibits directors, officers and employees from purchasing our securities on margin, borrowing against our securities held in a margin account or pledging our securities as collateral for a loan. However, an exception may be granted by our Chief Legal Officer if the individual clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities.

Executive Financial Recoupment Program (“Clawback”)

Since the Company’s separation from Covidien plc in 2013, the Corporate Governance Guidelines have mandated that the Company have a Board-approved policy for recoupment of incentive compensation. This policy was originally implemented by the Board in 2014 and was most recently amended in 2022 in connection with the Company’s corporate integrity agreement entered into with the Office of Inspector General of the Department of Health and Human Services. Mallinckrodt’s policy states that in the event of an accounting restatement resulting from material non-compliance with financial reporting requirements under applicable law, the Board or, if so designated by the Board, the

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HRCC, is authorized to recover any incentive compensation that was overpaid taking into account such factors as the Board or the HRCC deems appropriate. In addition, Mallinckrodt’s policy states that in the event of certain events of significant misconduct, including a violation of law or regulation or a significant violation of a Company policy, to the extent permitted by law, the Company must seek to recoup cash awards and all or a portion of the cash awards or the realized value of equity awards for the three year period prior to the recoupment determination.

Under Mallinckrodt’s policy, the Company agreed to disclose annually whether, at any time during the last completed fiscal year, the Board required recoupment or forfeiture of any incentive compensation received by certain employees, including NEOs, (1) if required by law, and (2) if not required by law, so long as the disclosure (a) would not violate any individual’s privacy rights, (b) is not likely to result in or exacerbate any existing or threatened employee, shareholder or other litigation, arbitration, investigation or proceeding against the Company and (c) is not otherwise prohibited. Subject to the exceptions described in the previous sentence, if any such recoupment or forfeiture under the policy occurred, we are required to disclose the general circumstances of the recoupment and/or forfeiture, and if no such recoupment or forfeiture occurred during the last completed fiscal year, we are required to disclose that no such event occurred.

In 2022, there was no recoupment or forfeiture applied to the incentive compensation of any executive officer of the Company.

2022 Say-on-Pay Vote

We consider the views of our shareholders in designing our executive compensation program and value feedback on our compensation practices. At our 2022 Annual Meeting of Shareholders, approximately 81% of the votes cast on our annual advisory vote on the compensation of our NEOs were in favor of this proposal. We believe that the level of support received for this proposal affirms our approach to executive compensation. See page 74 for this year’s say-on-pay proposal.

Compensation Committee Interlocks and Insider Participation

The directors who served on the HRCC during fiscal year 2022 were Mr. Goldman (Chair), Mr. El-Dada, Ms. Ling, Dr. Myers and Mr. Sulat (members of the post-Emergence HRCC) and Mr. Norton (Chair), Mr. Carlucci, Mr. Carroll and Ms. Whitaker (members of the pre-Emergence HRCC). During the 2022 fiscal year, there were no members of the HRCC who were officers or employees of the Company or any of its subsidiaries, were formerly officers of the Company, or had any relationship otherwise requiring disclosure hereunder.

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HUMAN RESOURCES AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Human Resources and Compensation Committee is responsible for the oversight of our compensation programs on behalf of the Board of Directors. In fulfilling these responsibilities, the Human Resources and Compensation Committee 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 Human Resources and Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Mallinckrodt’s Proxy Statement for the 2023 Annual General Meeting of Shareholders, which will be filed with the SEC and in the Company’s Annual Report on Form 10-K (including through incorporation by reference to this Proxy Statement).

Human Resources and Compensation Committee

Neal P. Goldman, Chairman
Karen L. Ling
James R. Sulat

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EXECUTIVE COMPENSATION TABLES

The information presented in the Summary Compensation Table reflects compensation for our NEOs for fiscal 2022. In connection with our Emergence from bankruptcy, each existing equity interest in Mallinckrodt, including our ordinary shares and existing equity-based awards, was cancelled and extinguished, and our shareholders did not receive any recovery upon our emergence from Chapter 11 proceedings. Accordingly, upon Emergence, our NEOs who were employed by the Company prior to filing Chapter 11 did not receive any value for their RSUs, stock options or any other equity interest in Mallinckrodt held prior to Emergence.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)(4)		Total ($)
Sigurdur Olafsson(5) President and Chief Executive Officer	2022		571,154		—		4,580,263		—		1,225,982		54,342		6,431,741
Bryan Reasons Executive Vice President and Chief Financial Officer	2022		611,308		150,000		2,290,137		—		651,105		114,449		3,816,999
	2021		623,077		—		—		—		2,059,710		128,898		2,811,685
	2020		586,539		900,000		—		—		2,437,750		176,080		4,100,369
Mark Tyndall(6) Executive Vice President, Chief Legal Officer and Corporate Secretary	2022		488,871		300,000		1,526,757		—		743,090		87,452		3,146,170
Stephen Welch(7) Executive Vice President and Head of Specialty Generics	2022		450,577		300,000		763,379		—		648,873		76,884		2,239,713
Henriette Nielsen(8) Executive Vice President and Chief Transformation Officer	2022		233,692		—		1,526,757