Indivior (INDV) Proxy filing summary

Executive summary

• Achieved strong financial results in 2025, with net revenue up 4% to $1.24B and SUBLOCADE revenue up 13% to $856M, driving a 30x increase in GAAP net income to $210M and a 20% rise in adjusted EBITDA to $428M.

• Completed Phase I of the Indivior Action Agenda and entered Phase II, focusing on accelerating SUBLOCADE growth and operational efficiency in 2026.

• Resolved a legacy DOJ matter, strengthening the balance sheet and enabling a $400M share repurchase program.

• Transitioned to U.S. incorporation and Nasdaq listing, aligning governance and compensation practices with U.S. standards.

Voting matters and shareholder proposals

• Shareholders will vote to elect eight directors for one-year terms, approve executive compensation (say-on-pay), select the frequency of say-on-pay votes, and ratify PwC as the independent auditor for 2026.

• Board recommends voting for all director nominees, for annual say-on-pay votes, and for PwC's ratification.

Board of directors and corporate governance

• Board consists of eight members, seven of whom are independent; led by an independent Chair with separate CEO and Chair roles.

• Board committees include Audit, Compensation, Compliance & Ethics, Nominating & Corporate Governance, and Science, all with independent members.

• Annual board and committee self-evaluations are conducted, and a majority voting policy is in place for director elections.

• Stock ownership guidelines, anti-hedging/pledging, and a clawback policy are enforced.