Indivior Announces Further Changes to Board of Directors

Rhea-AI Summary

Indivior PLC (NASDAQ/LSE: INDV) has announced significant changes to its Board of Directors, following previous appointments and discussions with Oaktree Capital Management. The key changes include:

- Reducing board size to seven directors for the 2025 AGM
- Peter Bains and Jo LeCouilliard will not seek re-election
- Robert Schriesheim stepped down effective March 2, 2025
- Search for one new Independent Non-Executive Director by July 1, 2025
- Daniel Ninivaggi appointed as Chair of Nomination Committee from March 10, 2025
- Barbara Ryan to become Chair of Compensation Committee after AGM
- Discontinuation of Operational Committee

These changes follow recent appointments including Dr. David Wheadon as Chair, Daniel Ninivaggi as Independent Non-Executive Director, and Joe Ciaffoni as CEO. The company has entered an amended Relationship Agreement with Oaktree Capital Management.

Positive

• Board streamlining aligns with US primary listing strategy
• Strengthened governance through clear committee leadership appointments
• Structured agreement with major investor Oaktree ensures stability

Negative

• Loss of three experienced board members simultaneously
• Increased influence of Oaktree over board composition
• Risk of further board changes if July 2025 appointment deadline not met

RICHMOND, Va., March 4, 2025 /PRNewswire/ -- Indivior PLC (NASDAQ / LSE: INDV) ("Indivior" or the "Company") today announced that, further to the announcement on December 17, 2024 of certain Director arrangements agreed with Oaktree Capital Management L.P. ("Oaktree"), the announcement on January 28, 2025 of the appointment of Dr. David Wheadon as Chair of the Company, the announcement on February 3, 2025 of the appointment of Daniel Ninivaggi as an Independent Non-Executive Director of the Company, and the announcement on February 27, 2025 of the appointment of Joe Ciaffoni as Chief Executive Officer of the Company, and following further discussions with Oaktree, the Company has agreed to make certain further changes to its Board of Directors (the "Board"):

• The Company will reduce the size of its Board to seven directors as of the 2025 Annual General Meeting ("AGM"), each of whom will stand for re-election at the upcoming AGM;
• Consistent with the Company's switch to a US primary listing in 2024, Peter Bains and Jo LeCouilliard have decided not to stand for re-election at the AGM;
• Robert Schriesheim has stepped down as an Independent Non-Executive Director effective from March 2, 2025;
• The Company will commence a search for one new Independent Non-Executive Director, the identity of whom shall be subject to Oaktree's approval, and whose appointment shall be confirmed by July 1, 2025, failing which Oaktree will have the ability to nominate a further Non-Executive Director to the Board. This will bring the number of directors to eight after the AGM;
• Daniel Ninivaggi will be appointed Chair of the Nomination Committee, effective March 10, 2025;
• Barbara Ryan will succeed Jo LeCouilliard as Chair of the Compensation Committee, effective from the end of the AGM; and
• The Company's Operational Committee will be discontinued.

Dr. David Wheadon, Chair said, "Peter Bains, Jo LeCouilliard and Rob Schriesheim have been unswerving in their support of bringing needed therapeutic interventions to patients suffering from opioid use disorder.  I sincerely thank them for the service they have given to Indivior."

In connection with these changes, Indivior and Oaktree have entered into an amended and restated Relationship Agreement, which contains, among other items, customary obligations and undertakings of mutual support.

About Indivior

Indivior is a global pharmaceutical company working to help change patients' lives by developing medicines to treat substance use disorders (SUD). Our vision is that all patients around the world will have access to evidence-based treatment for the chronic conditions and co-occurring disorders of SUD. Indivior is dedicated to transforming SUD from a global human crisis to a recognized and treated chronic disease. Building on its global portfolio of OUD treatments, Indivior has a pipeline of product candidates designed to expand on its heritage in this category. Headquartered in the United States in Richmond, VA, Indivior employs over 1,000 individuals globally and its portfolio of products is available in over 30 countries worldwide. Visit www.indivior.com to learn more. Connect with Indivior on LinkedIn by visiting www.linkedin.com/company/indivior.

View original content to download multimedia:https://www.prnewswire.com/news-releases/indivior-announces-further-changes-to-board-of-directors-302391611.html

SOURCE Indivior PLC

FAQ

What major board changes did Indivior (INDV) announce in March 2025?

Indivior announced board reduction to 7 directors, departure of 3 board members, and new committee chair appointments, with plans to add one new Independent Director by July 2025.

How will Indivior's (INDV) board restructuring affect its governance?

The restructuring streamlines the board to 7 directors, aligns with US primary listing, and strengthens Oaktree Capital's influence through approval rights for new director appointments.

Who are the key board members leaving Indivior (INDV) in 2025?

Peter Bains, Jo LeCouilliard will not seek re-election at 2025 AGM, and Robert Schriesheim stepped down effective March 2, 2025.

What is the timeline for Indivior's (INDV) new board member appointment?

Indivior must appoint one new Independent Non-Executive Director by July 1, 2025, subject to Oaktree's approval, or Oaktree can nominate their own director.