DEF 14A of Amarin Corp Plc\uk, Mar 4, 2024

DEF 14A of Amarin Corp Plc\uk

Filed Mar 4, 2024 · FY20230000950170-24-024353

Open on EDGAR

  1. TABLE OF CONTENTS

    | Change of Control and Severance Arrangements | 54 | | Potential Payments upon Termination or Change in Control | 56 | | Chief Executive Officer Pay Ratio | 57 | | DIRECTOR COMPENSATION | 62 | | Non-Employee Director Compensation | 62 | | Director Compensation Table | 64 | | Director Stock Ownership Guidelines | 65 | | REPORT OF THE AUDIT COMMITTEE | 65 | | PROPOSALS | 67 | | DELIVERY OF PROXY MATERIALS | 68 | | Appendix A Amendment NO. 3 to 2020 Stock Incentive Plan | 69 | | Appendix B Articles of Association | 70 |

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Articles provide that, at every annual general meeting, at least one-third of the directors at the time shall retire from office (or, if the number of directors at the time is not a multiple of three, then the number nearest to but not exceeding one-third shall retire from office). The directors elected at the Annual General Meeting will hold office until their successors are elected and qualified, unless they resign or their seats become vacant due to removal or other cause in accordance with the Articles. If the proposed New Articles are adopted and approved by the shareholders of the Company, the classified structure of the Board will be eliminated with effect from the conclusion of the Annual General Meeting and all directors of the Company will be required to retire and seek re-election on an annual basis at each future annual general meeting of the Company beginning at the Company's 2025 Annual General Meeting. As described below, the Board has nominated Mr. Patrick Holt, Mr. Louis Sterling III, and Ms. Patrice Bonfiglio for re-election at the Annual General Meeting. Each of the nominees has indicated his or her willingness to serve if re-elected. Should any of the nominees become unavailable for election at the Annual General Meeting, the persons named on the enclosed proxy as proxy holders may vote all proxies given in response to this solicitation for the election of a substitute nominee chosen by the Board.

  3. Nomination of Directors

    Nomination of Directors The Nominating and Corporate Governance Committee, which acts as the Company’s nominating committee, reviews and recommends to the Board potential nominees for election to the Board. In reviewing potential nominees, the Nominating and Corporate Governance Committee considers the qualifications of each potential nominee in light of the Board’s existing and desired mix of experience and expertise. Specifically, as set forth in our Nominating and Corporate Governance Committee Charter, it considers whether the nominee satisfies the following minimum criteria: has experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing; is highly accomplished in his or her field, with superior credentials and recognition; is well regarded in the community and has a long-term reputation for the highest ethical and moral standards; has sufficient time and availability to devote to the affairs of the Company, particularly in light of the number of boards on which the nominee may serve; has a demonstrated history of actively contributing at board meetings (to the extent that the nominee serves or has previously served on other boards). In addition to these minimum qualifications, the Nominating and Corporate Governance Committee recommends that the Board select persons for nomination to help ensure that: a majority of the Board shall be independent in accordance with in the listing standards of the Nasdaq Global Select Market (“Nasdaq”); each of the Company’s Audit, Remuneration and Nominating and Corporate Governance Committees shall be comprised entirely of independent directors; and at least one member of the Audit Committee shall qualify as an audit committee financial expert as defined by Securities and Exchange Commission (“SEC”) rules. In addition, the Nominating and Corporate Governance Committee may consider whether the nominee has direct experience in the pharmaceutical, biotechnology or healthcare industries or in the markets in which the Company operates and whether the nominee, if elected, would assist in achieving a mix of Board members that represents a diversity of background and experience. Although the Nominating and Corporate Governance Committee may consider whether nominees assist in achieving a mix of Board members that represents a diversity of background and experience, which is not only limited to race, gender or national origin, we have no formal policy regarding Board diversity. After reviewing the qualifications of potential Board candidates, the Nominating and Corporate Governance Committee presents its recommendations to the Board, which selects the final director nominees. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board nominated Mr. Holt, Mr. Sterling, and Ms. Bonfiglio for re-election as directors. The Nominating and Corporate Governance Committee considers shareholder nominees using the same criteria set forth above. Shareholders who wish to present a potential nominee to the Nominating and Corporate Governance Committee for consideration for election at a future annual general meeting of shareholders must provide the Nominating and Corporate Governance Committee with notice of the nomination and certain information regarding the candidate within the time periods set forth below under the caption “Shareholder Proposals.”

  4. Nominees and Incumbent Directors

    Nominees and Incumbent Directors The Nominating and Corporate Governance Committee has recommended, and the Board has nominated, Mr. Holt, Mr. Sterling, and Ms. Bonfiglio to be re-elected as directors at the Annual General Meeting. The table below sets forth the following information for these nominees and the Company’s continuing directors: the year each was first elected as a director of the Company, their respective ages, and the positions currently held with the Company:

  5. Nominees and Incumbent Directors

    | Nominee / Director Name and Year of First Election | Age | Position(s) with the Company | | Nominees for Director: | | | | Patrick Holt (2023) | 51 | President and Chief Executive Officer | | Louis Sterling III (2023) | 45 | Director | | Patrice Bonfiglio (2023) | 40 | Director | | Directors Continuing in Office: | | | | Paul Cohen, M.D. (2023) | 49 | Director | | Mark DiPaolo (2023) | 53 | Director | | Keith L. Horn (2023) | 65 | Director | | Odysseas Kostas M.D. (2023) | 49 | Director | | Oliver O'Connor (2023) | 62 | Director | | Diane Sullivan (2023) | 62 | Director |

  6. Directors Nominated for Election

    Directors Nominated for Election The following persons have been nominated by the Board to be elected as directors at the Annual General Meeting. Mr. Patrick Holt joined Amarin as the President, Chief Executive Officer and a director in July 2023. Prior to Amarin, Mr. Holt served as president of Cordis, Cardinal Health’s global interventional cardiovascular business and as member of Cardinal Health Inc’s global operating committee. Prior to that, he served as president of Cardinal Health in Asia-Pacific. Prior to his time at Cardinal Health, he served in a variety of senior executive positions across biopharmaceuticals and vaccines at Allergan and Merck. Mr. Holt is an independent non-executive director and audit committee member of Hugel, Inc., a publicly listed biopharmaceutical company and global leader in medical aesthetics. Mr. Holt earned a bachelor’s degree in biochemistry and chemistry from Monash University, Australia and is a graduate of Harvard Business School. Based on Mr. Holt’s executive experience in the biopharmaceutical industry and his current role as our President and Chief Executive Officer, the Board believes Mr. Holt has the appropriate set of skills to serve as a member of our Board. Mr. Louis Sterling III joined Amarin as a non-executive director in February 2023. Since January 2017, Mr. Sterling has been a private investor targeting small-cap public equities and select fast-growth private companies, particularly in the healthcare industry. Prior to 2017, Mr. Sterling worked in investment banking (corporate finance/M&A) at Goldman Sachs, middle-market private equity at Lincolnshire Management, and was a managing director at BondFactor. From December 2021 to April 2023, Mr. Sterling served as a director of BZAM Ltd. (formerly the Green Organic Dutchman Holdings Ltd.), a sustainable global cannabis company, and served as chair of the corporate governance & nominating committee and as a member of the compensation committee. Mr. Sterling received his J.D. from Harvard Law School, his M.B.A. from Harvard Business School, and his B.B.A. from Howard University. Mr. Sterling is well qualified to serve as a member of our Board due to his significant investments, operations, capital allocation, corporate finance, and mergers and acquisitions expertise. Ms. Patrice Bonfiglio joined Amarin as a non-executive director in February 2023. Patrice Bonfiglio is the President of Sarissa Capital Management LP, a registered investment adviser focused on constructive shareholder activism in the healthcare sector. Since 2013, Ms. Bonfiglio served in various roles at Sarissa Capital, including Chief Operating Officer, Chief Financial Officer and Chief Compliance Officer. From October 2020 to October 2022, Ms. Bonfiglio served as Chief Financial Officer of Sarissa Capital Acquisition Corp., a publicly traded special purpose acquisition company focusing on the healthcare and biopharma industry (Nasdaq: SRSA). Ms. Bonfiglio began her career in accounting and operations, and held such roles at Arbalet Capital Management, LP, Arrowhawk Capital Partners, LLC, Ridgefield Capital Asset Management and Pequot Capital Management, Inc. Ms. Bonfiglio received her B.S. degree from Temple University. Ms. Bonfiglio is well-qualified to serve as a member of our Board due to her significant operational, accounting, finance, and compliance expertise.

  7. Directors Continuing in Office

    Directors Continuing in Office Dr. Paul Cohen joined Amarin as a non-executive director in February 2023. Dr. Paul Cohen is the Albert Resnick, MD Associate Professor, Head of the Laboratory of Molecular Metabolism, and Senior Attending Physician at The Rockefeller University. At the Rockefeller University, Dr. Cohen has served as an Associate Professor since 2021 and as an Assistant Professor from 2015 to 2021. Since December 2023, Dr. Cohen is a member of the Scientific Advisory Board of Somite Therapeutics. He has also served as a scientific advisor to Hoxton Farms, a biotech startup based in London, since September 2021. Since 2016, Dr. Cohen has been a practicing cardiologist at Memorial Sloan Kettering Cancer Center. Since 2015, Dr. Cohen has been a Senior Attending Physician at the Rockefeller University Hospital. He is a graduate of the Tri-Institutional MD-PhD Program, where he completed his PhD research at Rockefeller studying the unique metabolic effects of the hormone leptin. He then completed an Internal Medicine Residency at Columbia and a Cardiology Fellowship at Brigham and Women’s Hospital. He performed postdoctoral research training at the Dana Farber Cancer Institute studying transcriptional determinants of adipocyte identity. Dr. Cohen received his MD from Weill Cornell Medical College, his PhD from The Rockefeller University and his AB from Harvard College. Dr. Cohen is well-qualified to serve as a member of our Board due to his significant scientific, medical, and research and development expertise. Mr. Mark DiPaolo joined Amarin as a non-executive director in February 2023. Since February 2013, Mark DiPaolo has served as the Senior Partner and General Counsel of Sarissa. From 2005 to 2013, Mr. DiPaolo served as a senior member of Carl lcahn's investment team at Icahn Capital, working on all aspects of Mr. lcahn's investment strategy. During that time, Mr. DiPaolo worked closely with Dr. Alexander Denner, the Founder and Chief Investment Officer of Sarissa Capital, on many healthcare investments and achieved many favorable outcomes for shareholders. Mr. DiPaolo worked with Dr. Denner in founding Sarissa Capital and has been instrumental in the development and execution of Sarissa Capital's investments and strategy. Prior to working at Icahn, Mr. DiPaolo was an M&A attorney at Willkie Farr & Gallagher LLP. Since February 2018, Mr. DiPaolo has served on the board of directors of lnnoviva, Inc. From August 2017 to September 2018, Mr. DiPaolo also served on the board of directors of Novelion Therapeutics Inc. Mr. DiPaolo received his B.A. degree from Fordham University and his J.D. degree from Georgetown University. Mr. DiPaolo is well-qualified to serve as a member of our Board due to his significant experience in investments, operations, capital allocation, corporate governance, corporate finance, and mergers and acquisitions. Mr. Keith L. Horn joined Amarin as a non-executive director in February 2023. Mr. Horn is the founder and managing member of Loring Capital Advisors, LLC, a firm providing investment advisory and consulting services to hedge fund managers, asset management firms, and early-stage and start-up businesses. Mr. Horn served as the Chief Executive Officer and a director of Forest Road Acquisition Corp. from September 2020 to June 2021, when it consummated a business combination with The Beachbody Company. From 2003 to 2015, Mr. Horn served as Chief Operating Officer and a member of the Management Committee and Valuation Committee of Elliott Management Corporation, a global multi-strategy firm, where he was responsible for global management and oversight of operational, support and control functions of the firm's investment advisory business. Prior to Elliott, Mr. Horn spent 16 years at Merrill Lynch, Pierce, Fenner & Smith Incorporated, serving in various capacities, including Global Head of Leveraged Finance, Head of Latin America Debt, and Chief of Staff to the Chairman and President. Mr. Horn began his career in private practice as a corporate and securities attorney. Since October 2021, Mr. Horn has served as an advisory board member of Sharp Alpha, a sports betting and gaming venture capital fund. Mr. Horn also served on the board of directors of Sarissa Capital Acquisition Corp., a special purpose acquisition company sponsored by Sarissa Capital from October 2021 to November 2022. From March 2021 to April 2023, Mr. Horn has served as a director of Forest Road Acquisition Corp. II, a special purpose acquisition company. In addition, since January 2019, Mr. Horn has served as a director of Caliper Holdings, a company engaged in the consumer and commercial ingredients food and beverage business, and since March 2018, Mr. Horn has served as a director of ShopOne Centers REIT, Inc., an owner and operator of shopping malls. In addition, in July 2019, Mr. Horn was appointed to the strategic advisory board of lnvestcorp Strategic Capital Partners, a fund established to assemble a diverse portfolio of general partnership stakes in alternative asset managers. In December 2019, Mr. Horn joined the Strategic Advisory Board of the Forest Road Company, LLC, a specialty finance and tax services company that lends against U.S. tax credits and provides capital in the media space. From April 2016 to November 2019, Mr. Horn served on the board of directors of Empire Resorts, Inc., which operates in the gaming and hospitality industries, where he served as Chairperson of the audit committee and as Chairperson of the special committee in its review and approval of an acquisition transaction pursuant to which Empire became a privately-held entity. Mr. Horn also serves on the board of directors for the Binghamton University Foundation and is a member of the Foundation investment committee. He is also a member of the board of directors of PeacePlayers International, a non-profit organization that uses the game of basketball to educate and unite children in areas of conflict around the world. Mr. Horn received his J.D. (cum laude) from Georgetown University Law Center and his B.A. degrees in Economics and Political Science from Binghamton University, where he graduated Phi Beta Kappa with highest honors. Mr. Horn is well-qualified to serve as a member of our Board due to his significant experience in investments, capital markets, operations, capital allocation, strategic collaboration, corporate governance, corporate finance, and mergers and acquisitions. Dr. Odysseas Kostas, M.D., joined Amarin as a non-executive director in February 2023. Since 2016, Mr. Kostas has served as a Partner and Senior Managing Director of Sarissa, and he currently also serves as Head of Research. He most recently served as a director at Evercore ISI (formerly ISI), where he was employed from 2011 to 2015, covering the biotechnology and pharmaceutical industries. Previously, he practiced internal medicine as part of the Yale New Haven Health system and was engaged as a consultant to various biotechnology companies. Since December 2017, Dr. Kostas has served on the board of directors of Innoviva, Inc. (Nasdaq: INVA) (as Chairman from December 2017 to December 2020), and since February 2020, has served on the board of directors of Armata Pharmaceuticals, Inc. (NYSE: ARMP). Dr. Kostas also served on the board of directors of Enzon Pharmaceuticals, Inc., from 2013 to 2020. Dr. Kostas received his B.S. degree from the Massachusetts Institute of Technology and his M.D. degree from the University of Texas Southwestern Medical School. Dr. Kostas is well-qualified to serve as a member of our Board due to his significant experience in medicine, investments, operations, research and development, capital allocation, partnerships and strategic collaboration, corporate governance, corporate finance, and mergers and acquisitions.

  8. Directors Continuing in Office

    Mr. Oliver O’Connor joined Amarin as a non-executive director in April 2023. Mr. O’Connor currently serves as the Chief Executive Officer of the Irish Pharmaceutical Healthcare Association, a position he has held since January 2015. Earlier in his career, Mr. O’Connor served as an advisor to the Deputy Prime Minister, Minister for Enterprise, Trade and Employment and Minister for Health and Children in Ireland. Mr. O’Connor has served as a founder board member of the Irish Medicines Verification Organisation since 2017. Mr. O’Connor earned an MBA from Stanford University’s Graduate School of Business and a Bachelor of Arts from University College Dublin. Mr. O’Connor is well-qualified to serve on our Board as he brings more than 30 years of experience in government and health policy, pharmaceutical industry, and finance. Ms. Diane Sullivan joined Amarin as a non-executive director in February 2023. Ms. Sullivan founded her own consulting firm in May 2020, which specializes in strategy development and providing commercialization expertise for life sciences companies. Since May 2020, Ms. Sullivan has served as part-time Chief Commercial Officer of DalCorp Pharmaceuticals. Since July 2023, Ms. Sullivan has served on the board of directors of Lexicon Pharmaceuticals, Inc. (Nasdaq: LXRX). From November 2018 to April 2020, Ms. Sullivan served as Chief Commercial Officer of The Medicines Company (“MDCO”), until its $9.7B acquisition by Novartis. Prior to her time at MDCO, Ms. Sullivan was an independent commercialization and market access consultant from October 2017 to November 2018. Ms. Sullivan was Vice President, Market Access & Patient Strategies at AstraZeneca from 2013 to 2017. She was Vice President, Specialty Payer & Channel Group at Pfizer from 2009 to 2013 and prior to the acquisition, was Vice President, Healthcare Systems Marketing at Wyeth in 2008. Before Wyeth, Ms. Sullivan spent 12 years in a series of strategy, marketing, brand management, business development, and integration roles at GlaxoSmithKline. She began her career at IBM and was a member of the team that launched IBM’s entry into the Health Data Networking business. Ms. Sullivan served on the board of directors of OrthogenRx, a privately held medical device company from May 2018 until it was acquired by Avanos Medical in January 2022. Ms. Sullivan received a B.A. from Dickinson College. She also graduated from IBM’s intensive two-year marketing and account management training program as well as IBM’s customized version of an M.B.A. program. Ms. Sullivan is well-qualified to serve as a member of our Board due to her significant investments, operations, research and development, capital allocation, partnerships and strategic collaboration, corporate governance, corporate finance, and mergers and acquisitions expertise.

  9. ADOPTION OF AN AMENDMENT TO THE COMPANY’S 2020 STOCK INCENTIVE PLAN, AS AMENDED

    ADOPTION OF AN AMENDMENT TO THE COMPANY’S 2020 STOCK INCENTIVE PLAN, AS AMENDED

  10. Rationale for the Plan Amendment

    Rationale for the Plan Amendment The Plan Amendment is critical to our ongoing effort to build shareholder value. Equity incentive awards are an important component of our executive and non-executive employees’ compensation. Our Remuneration Committee and our Board believe that we must continue to offer a competitive equity compensation program in order to attract, retain and motivate the talented and qualified employees necessary for our continued growth and success in Ireland, the United States and internationally. We manage our long-term shareholder dilution by limiting the number of equity incentive awards granted annually. The Remuneration Committee carefully monitors our annual net burn rate, total dilution and equity expense in order to maximize shareholder value by granting only the number of equity incentive awards that it believes is necessary and appropriate to attract, reward and retain our employees. Our compensation philosophy reflects broad-based eligibility for equity incentive awards for high performing employees. As of February 29, 2024, 100% of our employees held outstanding equity awards in varying levels or were within a three-month provisional period to become eligible to receive equity awards. By ensuring that our employees hold equity awards, we link the interests of those employees with those of our shareholders and motivate our employees to act as owners of the business.

  11. Burn Rate

    | Share Element | 2023 | 2022 | 2021 | | Time- and Performance-Based Stock Options Granted, net of forfeitures(1) | 10,141,886 | 933,111 | 3,332,388 | | Time- and Performance-Based Full-Value Awards Granted, net of forfeitures(2) | 2,278,927 | 7,124,245 | 5,623,500 | | Total Awards Granted(3) | 12,420,813 | 8,057,356 | 8,955,888 | | Weighted average common shares outstanding during the fiscal year | 407,645,557 | 401,155,000 | 395,992,009 | | Annual Burn Rate | 3.05% | 2.01% | 2.26% | | Three Year Average Burn Rate | 2.44% | | | | Weighted average common shares outstanding during the fiscal year, including shares issuable upon conversion of preferred stock | 407,645,557 | 401,155,000 | 395,992,009 | | Annual Burn Rate Including Shares Issuable Upon Conversion of Preferred Stock | 3.05% | 2.01% | 2.26% | | Three Year Average Burn Rate Including Shares Issuable Upon Conversion of Preferred Stock | 2.44% | | |

  12. Grants Under the 2020 Plan

    1. Represents the weighted-average exercise price for the group, and includes grants to employees who were still active employees as of January 31, 2024. 2. Includes performance-based stock options and restricted stock unit awards that vest and are earned only if pre-defined milestones are achieved.

  13. Equity Compensation Plan Information

    Equity Compensation Plan Information The following table provides information as of December 31, 2023 with respect to the ordinary shares or ADSs, as the case may be, that may be issued under our equity compensation plans, consisting of the Company’s 2020 Stock Incentive Plan, as amended (the “2020 Plan”), the 2011 Plan, and the Amarin Corporation plc Employee Stock Purchase Plan (“ESPP”):

  14. Equity Compensation Plan Information

    | Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted Average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plan (excluding securities referenced in column (a)) (c) | | Equity compensation plans approved by security holders: | 39,939,239(1) | $5.80(2) | 24,026,065(3) | | Equity compensation plans not approved by security holders: | — | — | — | | Total | 39,939,239(1) | $5.80(2) | 24,026,065(3) |

  15. Equity Compensation Plan Information

    1. Includes 27,956,138 shares issuable upon the exercise of outstanding options and 11,983,101 shares issuable upon the vesting of restricted stock units. 2. Represents the weighted-average exercise price of options outstanding under the 2020 Plan and the 2011 Plan. The weighted-average exercise price does not take into account restricted stock unit awards since such awards have no exercise price. 3. As of December 31, 2023, a total of 22,984,098 shares were reserved for issuance pursuant to the 2020 Plan and a total of 1,041,967 shares were reserved for issuance pursuant to the ESPP. No shares were available for grant under our 2011 Plan. Shareholders will be asked at the Annual General Meeting to approve the following resolution pursuant to this Proposal No. 6: “RESOLVED, to approve the Plan Amendment to the Company’s 2020 Stock Incentive Plan, as amended.” This proposal will be approved if (i) on a show of hands, a majority of shareholders present in person or by proxy and voting on the proposal vote in favor of the resolution or (ii) on a poll, shareholders representing a majority of the total voting rights of shareholders who are present at the meeting in person or by proxy and voting on the proposal vote in favor of the resolution. As a result, abstentions and broker non-votes will have no effect on the vote outcome.

  16. Chief Executive Officer Performance and Compensation

    Chief Executive Officer Performance and Compensation Our Remuneration Committee believes that it is especially important to set compensation for our Chief Executive Officer in a manner that addresses the fundamental objectives described above and particularly in light of the feedback the Board and management received from investors described below. As such, when Mr. Holt first joined the Company in July 2023 his base salary was set at $675,000, which is at the market 25th percentile of other Chief Executive Officers in our 2023 peer group and with the potential to earn cash incentive compensation as determined in the sole discretion of the Board or Remuneration Committee. To closely align Mr. Holt's compensation with maximizing shareholder value, Mr. Holt was granted a performance-based stock option to purchase 5,000,000 shares, which is only earned if we achieve share price hurdles ranging from $2.50 to $15.00. Any earned option shares are subject to five months of further time-based vesting once a share price hurdle has been achieved. For each share price hurdle to be achieved, the volume weighted average price of the shares over a 60 calendar-day period must equal or exceed the applicable share price hurdle. Mr. Holt purchased 300,000 Amarin ADSs when he first joined the Company, and subsequently purchased an addition 14,426 ADSs, in each case using his personal funds, evidencing his commitment to the Company, including as a shareholder. The Board believes that Mr. Holt's international and cardiovascular business experience and track record of turnaround success put Amarin on the best path to maximizing shareholder value and realizing Amarin's full potential.

  17. Say-on-Pay, Shareholder Outreach Efforts, and Approach for 2024 Compensation

    Say-on-Pay, Shareholder Outreach Efforts, and Approach for 2024 Compensation At our annual general meeting of shareholders, we hold an annual non-binding advisory vote regarding the compensation of our named executive officers, which we refer to as say-on-pay votes. The Remuneration Committee values shareholder input on all aspects of our business, including executive compensation, and has considered and will continue to consider the outcome of such say-on-pay votes, including the percentage of votes cast in favor and against the say-on-pay proposal, when making future compensation decisions for our named executive officers. The Remuneration Committee also relies on advice from its compensation consultants, its evaluation of Company performance against pre-defined corporate goals, its understanding of the challenges facing the Company, and its observations of executive officer performance to determine executive officer compensation. As noted above, following the Special General Meeting of Shareholders held on February 28, 2023, the Remuneration Committee was reconstituted and now includes shareholder representation. This Remuneration Committee, and the Board generally, are committed to ensuring that shareholder voices are heard and that shareholder sentiments are implemented, and increased proactive shareholder outreach to make sure the Company's executive compensation programs are aligned with creating and maximizing shareholder value. At our 2023 Annual General Meeting of Shareholders in July 2023, the non-binding advisory vote of shareholders supported the compensation of our named executive officers are reported in our 2023 proxy statement by 76.8% of the votes cast at the meeting. These votes for and against the say-on-pay proposal, together with available feedback from investors, have been and will continue to be considered by the Remuneration Committee in connection with the evaluation of executive compensation. Last year's say-on-pay approval rate represented an increase of over 10% from the previous year, which we considered an improvement, but we recognize there was and is still work to be done. Following the 2023 Annual General Meeting of Shareholders, the new Board and management team increased proactive outreach to our investor base, including our retail investors, and engage regularly in transparent dialogue. Specifically, we have had one-on-one meetings with our top institutional shareholders. Within those meetings, we had specific conversations related to CEO compensation as well as the reduction in overall board compensation. Given our retail investor base, we have introduced a web-based technology solution as part of our quarterly earnings call as a platform for investors to submit questions in advance of the earnings call for management to address. In addition, we have increased the frequency of direct communications with shareholders, including letters issued by the Board and senior management to address business progress and events, as well as directly address investor concerns. As part of this more regular and transparent dialogue, a consistent theme heard from shareholders was a desire to see efforts and outcomes-based approaches that increase shareholder value, and that our investors wanted to see an equity compensation program that more closely aligned with the interests of shareholders. As a result of these discussions, the Board committed that in its consideration and search for a permanent Chief Executive Officer, any candidate would have to understand that his or her compensation would be heavily weighted in performance-based equity, with more modest cash salary and bonus compensation than market, and that such candidate should have a track record of bringing investor value to the table. As such, Mr. Holt, who most recently served as President of Cordis, Cardinal Health's global interventional cardiovascular business, where he led a turnaround of the business, followed by a transaction process which led to its successful sale, joined the Amarin team with a welcomed mandate to put Amarin on the best path to maximizing shareholder value reflective of that mandate, as described above. The Board, the Remuneration Committee and the management team, including Mr. Holt, further applied this shareholder feedback when designing the 2024 compensation program, including the 2024 Management Incentive Compensation Plan and 2024 corporate goals, which include a more outcomes-based approach for value creation. The Remuneration Committee also applied this feedback in designing and adopting the new guiding principles described above, and in identifying more appropriate peer companies for our 2024 compensation cycle, identified below. The strategic pillars for the 2024 Management Incentive Plan and 2024 corporate goals are tied to: • Growth in Europe; • Maintaining a solid cash position; • Supporting the U.S. business; • Future growth based on investment in international expansion and lifecycle management; and • Attracting, retaining and developing talents. To support the above strategy, for 2024 compensation, the Board and the Remuneration Committee are, as compared to the 2023, increasing the weights for European and pipeline growth, while maintaining the weights for cash position and People & Culture and with a decreased weight on the U.S. business. The equity approach for executives in 2024 was also revised to tie incentives to stock price performance by weighting equity awards more heavily in the form of options versus restricted stock units, where 75% of the equity awards would be in the form of options and only 25% in the form of restricted stock units (as compared to the historical practice of 50%/50%). We value the views of our shareholders and intend to continue a dialogue with investors on this topic, and to maintain a compensation framework that is both responsive to investor expectations and in line with sound governance practices.

  18. Compensation Consultant

    Compensation Consultant The Remuneration Committee retains the services of Aon Human Capital Solutions, a division of Aon plc (“Aon”) as its independent compensation consultant. The mandate of the compensation consultants includes assisting the Remuneration Committee in its review of executive and director compensation practices, including the competitiveness of pay levels, executive compensation design, and benchmarking with and identifying the Company’s peers in the industry. The Remuneration Committee regularly evaluates the performance of its compensation consultants, considers alternative compensation consultants, and has the final authority to engage and terminate such services. The Remuneration Committee has assessed the independence of Aon pursuant to Nasdaq and SEC rules and concluded that no conflict of interest exists that would prevent Aon from serving as an independent consultant to the Remuneration Committee.

  19. Competitive Market Benchmarking

    Competitive Market Benchmarking The Remuneration Committee draws on a number of resources to assist in the evaluation of the various components of the Company’s executive compensation program. While the Remuneration Committee did not establish compensation levels based solely on benchmarking, pay practices at other companies are a factor that the Remuneration Committee considered in assessing the reasonableness of compensation and ensuring that our compensation practices are competitive in the marketplace. The peer companies referenced in determining compensation actions with respect to the 2023 fiscal year were selected by the prior Remuneration Committee with the support of Aon, which, beginning in 2011, has been retained to conduct comprehensive reviews of the Company’s executive compensation practices. Our peer companies for 2023 compensation evaluation were selected prior to the start of 2023 in consultation with Aon and included publicly-traded biopharmaceutical companies with between 275 and 2,250 employees, with annual revenues between $160 million and $1.43 billion, and market capitalization of between $400 million and $2.1 billion. The prior Remuneration Committee considered the foregoing analysis in selecting the following 18 publicly-traded peer companies for use in evaluating compensation actions in the 2023 fiscal year (the "2023 Peer Group"):

  20. Competitive Market Benchmarking

    | ACADIA Pharmaceuticals* | Exelixis* | Neurocrine Biosciences* | | Alkermes* | Halozyme Therapeutics* | Pacira Biosciences* | | Amphastar Pharmaceuticals* | Incyte* | Sarepta Therapeutics* | | BioMarin Pharmaceutical* | Ionis Pharmaceuticals* | Supernus Therapeutics* | | Deciphera Pharmaceuticals | Ironwood Pharmaceuticals* | Travere Therapeutics* | | Emergent BioSolutions* | Myoyant Sciences | Vanda Pharmaceuticals* |

  21. Competitive Market Benchmarking

    * Included in prior-year peer group. In addition to the peer group above, the Remuneration Committee also reviewed competitive compensation data from the Aon Global Life Sciences Compensation Survey. For 2023 compensation decisions, the Aon survey group included publicly traded biopharmaceutical companies with between 275 and 2,250 employees, annual revenue between $160 million and $1.43 billion, and market capitalization of between $400 million and $1.2 billion. For benchmarking purposes, Aon then developed a final market composite data point based equally on proxy data and survey data. Aon then assessed the Company’s 2023 compensation against market pay elements such as base salary, target short-term incentives as a percentage of base salary, target total cash compensation, long-term incentives, and target total direct compensation. Additionally, the Company’s incumbent officers were matched to benchmark positions according to each officer’s primary responsibilities. In late 2023, the Remuneration Committee, with the assistance of Aon, conducted a comprehensive review of the 2023 Peer Group, including to revise the bases on which the peer group was selected to ensure we were assessing the proper benchmarks, particularly in light of our recent restructuring activities. The scope of companies in this review included publicly-traded biopharmaceutical companies between 75 and 600 employees, with annual revenues between $100 million and $825 million, and market capitalization of between $100 million and $1.3 billion. The Remuneration Committee and Aon also qualitatively evaluated each company based on business focus and corporate strategy. This review resulted in the following peer group of 18 publicly-traded companies for use in evaluating compensation actions in the 2024 fiscal year:

  22. Competitive Market Benchmarking

    | ANI Pharmaceuticals | Ironwood Pharmaceuticals* | Puma Biotechnology | | Coherus BioSciences | Intercept Pharmaceuticals | Rigel Pharmaceuticals | | Collegium Pharmaceuticals | Karyopharm Therapeutics | Supernus Therapeutics* | | Deciphera Pharmaceuticals* | Ligand Pharmaceuticals | Travere Therapeutics* | | Harrow Health | MacroGenics | Vanda Pharmaceuticals* | | Innoviva | Pacira Biosciences* | Xeris Biopharma |

  23. Competitive Market Benchmarking

    * Included in 2023 Peer Group.

  24. Implementation of Objectives

    Implementation of Objectives In fiscal year 2023, our executive compensation program consisted of the following forms of compensation, each of which is described below in greater detail: • Base Salary • Annual Incentive Bonus Equity Compensation (subject to time and/or performance vesting) Employee Benefit Programs In general, the Remuneration Committee aimed to set executives’ total cash compensation (base salary plus target bonus) at levels near the 50th percentile for executives with similar roles in the Company’s peer group. Long-term incentive awards include stock options and restricted stock units and the value of such awards is generally targeted at the 50th percentile of our peer group. The Remuneration Committee believes that the 50th percentile for total compensation is the minimum total compensation level that will allow us to attract and retain highly skilled executives.

  25. Overview of 2023 Compensation

    Overview of 2023 Compensation In 2023, Amarin's executive base salaries were generally at the market 50th percentile of executives with similar roles at the Company’s 2023 Peer Group. The Remuneration Committee believes it is important to provide adequate fixed compensation to our executive officers working in a highly volatile and competitive industry and generally aims to set executives' base salaries, in the aggregate at the 50th percentile. The Remuneration Committee’s choice of this target percentile reflects consideration of our shareholders’ interests in paying what is necessary to attract and retain qualified executives and achieve our corporate goals, while conserving cash and equity as much as practicable. We believe that, given the industry in which we operate and our compensation philosophy and objectives, base salaries at the 50th percentile are generally sufficient to retain our current executives and to hire new executives when and as required. In determining appropriate base salary levels for a given executive officer for 2023, the Remuneration Committee also considered the following factors: • job criticality and individual performance of the executive, as well as overall performance of the Company, during the prior year; • the overall make-up of the senior leadership team and demands on the members given the Company's recently implemented restructurings; • level of responsibility, including breadth, scope, and complexity of the position; • level of experience and expertise of the executive; • internal review of the executive’s compensation relative to other executives to ensure internal equity; • level of the executive’s compensation in the form of equity incentive awards; and • executive officer compensation levels at other similar companies to ensure competitiveness. Salaries for executive officers are determined on an individual basis at the time of hire (or promotion) and are set to be competitive with peer companies in our industry. Adjustments to base salary are considered annually in light of each executive officer’s individual performance, the Company’s performance, and compensation levels at peer companies in our industry, as well as changes in job responsibilities or promotion. The Chief Executive Officer assisted the Remuneration Committee in its annual review of the base salaries of other executive officers based on the foregoing criteria.

  26. Cash Incentive Awards

    Cash Incentive Awards The Company also provides executive officers with the opportunity to earn annual performance-based cash bonuses, which are specifically designed to reward executives for overall corporate performance as well as, for executives other than the Chief Executive Officer, individual performance in a given year. The Board has adopted a Management Incentive Compensation Plan (“MICP”), under which the Remuneration Committee each year determines and approves corporate and individual performance goals and achievement of these goals for purposes of determining annual performance-based cash bonuses. The MICP is intended to provide structure and predictability regarding the determination of performance-based cash bonuses. Specifically, the MICP is intended to: i. increase management focus on goals that are challenging but achievable and intended to create value for shareholders; ii. encourage management to work as a team to achieve the Company’s goals; iii. encourage individuals to realize goals that are meaningful to the Company; iv. provide incentives for management to strive for achievement above and beyond the Company goals; and v. help attract and retain high quality senior management personnel. The MICP provides that the bonus potential for our executive officers will be established on an annual basis by the Remuneration Committee. Under the MICP, the actual amount of the bonus paid is calculated on a formulaic basis based upon achievement of pre-determined performance goals. In order to be eligible to receive a bonus, the Company must have achieved at least a specified percentage of the corporate and individual goals for that year. The corporate goals and the relative weighting of the corporate and individual performance goals, as well as the relative weighting for each individual of individual performance goals, are established by the Remuneration Committee on an annual basis, shortly after our Board approves our annual operating plan (referred to herein as the Company’s “2023 operating plan” or the “Company’s plan”). Historically, the Remuneration Committee has determined it appropriate to have our Chief Executive Officer’s goals match our corporate goals and for no portion of his annual incentive bonus to be determined based on individual performance goals; however, given that Mr. Holt's compensation package was so heavily weighted in performance-based options to align his compensation with share price appreciation, Mr. Holt was not granted a specified bonus target as part of his overall compensation package and instead any incentive compensation would be awarded in the Board or the Remuneration Committee's discretion. For all other executive officers, individual goals are determined on an annual basis by the Remuneration Committee based on their areas of functional responsibility. Under the MICP, the Remuneration Committee reserves the right to make subjective assessments of executive performance and to separately reward performance beyond established individual or corporate goals and targets, and to award a smaller or larger bonus than provided for in the MICP, or to award no bonus. For fiscal year 2023, the target bonus potential for our senior management team as a percentage of base salary ranged from 75% for our former President and Chief Executive Officer, 50% for our Executive Vice Presidents, 40-50% for our Senior Vice Presidents, and 30-35% for our Vice Presidents.

  27. Fiscal Year 2023 Annual Bonus Incentive

    Fiscal Year 2023 Annual Bonus Incentive During the fourth quarter of 2023 and January 2024, the Remuneration Committee assessed the Company’s performance against corporate performance goals established for 2023 and, for executive officers other than our President and Chief Executive Officer, the executive’s overall performance against individual performance goals established for 2023. The Board approved the pre-defined 2023 corporate goals in January 2023, and the new Board made some revisions as the year progressed to change the goal of establishing an environment, social and governance plan to a goal of establishing a broad-based enterprise risk management program, given the needs of the Company. Set forth below are the corporate goals that were approved by the Remuneration Committee for the 2023 fiscal year, as well as the relative weighting of these goals and the Remuneration Committee’s determination of achievement for each goal.

  28. Individual Performance-Based Cash Bonus Awards

    Individual Performance-Based Cash Bonus Awards Thomas C. Reilly, Executive Vice President, Chief Financial Officer and Head of HR (principal financial officer and principal accounting officer) For Mr. Reilly, individual performance goals for fiscal year 2023 were focused on the areas outlined below: • Achieve year end cash target with tight overall finance management to strengthen operational financial position, including to end 2023 with a target level of cash and ensuring operational cost reductions are executed upon (50%) • Achievements related to financial system automation (25%) • Advance the Global Finance organization, including investor interactions, supporting the organization with financial analytics and budgeting, timely financial closes, and with a high focus on automation. Attract talent and create development opportunities for internal talent (15%) • Lead internal control assessment and external financial reporting, including to ensure SOX 404 & 302 controls are met and external financial reporting is done on time and in a compliant manner (10%) In reviewing the above-described individual performance goals, the Remuneration Committee concluded that Mr. Reilly had achieved 120% of his individual goals. Steven B. Ketchum, Ph.D., Executive Vice President, President of R&D and Chief Scientific Officer For Dr. Ketchum, individual performance goals for fiscal year 2023 were focused on the areas outlined below: • Support ROW expansion of VASCEPA/VAZKEPA, including global product registration, support for existing ex-U.S. partnerships and future potential partnering activities (40%) Support European Union commercialization and expansion of VAZKEPA, including leading the R&D team to support product launch in various European Union countries (20%) Support life cycle management, including advancing fixed-dose-combination by leading the R&D team on reaching internal alignment on development plan and timeline (20%) Support life cycle management and portfolio diversification with focus on evaluation of in-licensing opportunities in support of portfolio diversification strategy (10%) • Lead business infrastructure initiatives, with a focus on cash outflow from operations, attraction and retention of key talent, compliance with corporate compliance program, and implementation of business systems (20%) In reviewing the above-described individual performance goals, the Remuneration Committee concluded that Dr. Ketchum had achieved 100% of his individual goals. Aaron D. Berg, Executive Vice President and President, U.S. For Mr. Berg, individual performance goals for fiscal year 2023 were focused on the areas outlined below: • Advance financial performance, including with a target level of 2023 U.S. revenue (50%) • Lead U.S. commercial operations, including retaining the Company's exclusive coverage with payors (50%) In reviewing the above-described individual performance goals, the Remuneration Committee concluded that Mr. Berg had achieved 120% of his individual goals. Based on the 100% achievement of the Company’s 2023 corporate goals and individual performance, the Remuneration Committee approved annual bonus amount set forth in the table below for the named executive officers who were employed for the full fiscal year:

  29. Individual Performance-Based Cash Bonus Awards

    | Name | Bonus Target as % of Base Salary | % Based on Company 2023 Corporate Goals | % Based on 2023 Individual Goals | % of Company 2023 Corporate Goals Achieved | % of Individual 2023 Goals Achieved | % of Target Payable | Annual Cash Bonus Amount | | Thomas C. Reilly | 50% | 75% | 25% | 100% | 120% | 105% | $294,000 | | Steven B. Ketchum, Ph.D. | 50% | 75% | 25% | 100% | 100% | 100% | $323,000 | | Aaron D. Berg | 50% | 75% | 25% | 100% | 120% | 105% | $311,000 |

  30. Individual Performance-Based Cash Bonus Awards

    Mr. Mikhail was not eligible for an annual bonus in 2023 as a result of his separation from the Company in March 2023. Mr. Holt's annual bonus is at the sole discretion of the Remuneration Committee and, for 2023, he did not receive an annual bonus. Mr. Provoost was not eligible for an annual bonus in 2023 as a result of being hired in December 2023.

  31. Interim President and CEO Bonus

    Interim President and CEO Bonus The Remuneration Committee approved a one-time bonus for Mr. Berg for 2023 in the amount of $150,000 in recognition of his contributions as the Interim President and CEO during the period from April 2023 to July 2023.

  32. Equity Compensation

    Equity Compensation

  33. Overview

    Overview Stock Options and Restricted Stock Units. As an important component of our compensation program, executive officers are eligible to receive equity compensation, which has historically been in the form of stock options, restricted stock units and performance-based restricted stock units. The Remuneration Committee grants stock options and restricted stock units (both time-based and, historically, performance-based) to executive officers to aid in their retention, to motivate them to assist with the achievement of both near-term and long-term corporate objectives and to align their interests with those of our shareholders by creating a return tied to the performance of our share price. In determining the form, date of issuance and value of a grant, the Remuneration Committee considers the contributions and responsibilities of each executive officer, appropriate incentives for the achievement of our long-term growth, the size and value of grants made to other executives at peer companies holding comparable positions, individual achievement of designated performance goals, and the Company’s overall performance relative to corporate objectives. We believe that equity awards, through stock options and restricted stock units, align the objectives of management with those of our shareholders with respect to long-term performance and success. We believe that such equity awards encourage executive officers to remain with the Company and also focus on our long-term performance as well as the achievement of specific performance goals. Equity Award Grant Policy. We have an equity award grant policy that formalizes our process for granting equity-based awards to officers and employees. Under our equity award grant policy, all grants to executive officers must be approved by our Board or Remuneration Committee and all grants to other employees must be granted within guidelines approved by our Board or Remuneration Committee. All stock options have an exercise price equal to the fair market value of our Ordinary Shares, calculated based on our closing market price on the applicable grant date. Under our equity award grant policy, equity awards will generally be granted as follows: • grants made in conjunction with the hiring of a new employee or the promotion of an existing employee will generally be made at meetings of the Remuneration Committee, and effective on the first trading day of the month following the later of (1) the hire date or the promotion date or (2) the date on which such grant is approved; and • grants made to existing employees other than in connection with a promotion will be made, if at all, on an annual basis and generally shall be made effective on the first trading day of the month following the date on which such grant is approved.

  34. Equity Grants Awarded in Fiscal Year 2023

    Equity Grants Awarded in Fiscal Year 2023 In considering annual equity awards for our executive officers in 2023, the prior Remuneration Committee aimed to grant equity that generally targeted the 50th to 75th percentile of the Company’s 2023 Peer Group. Equity awards in 2023 were comprised of a mix of time-based stock options (vesting over a four-year period), time-based restricted stock unit awards (vesting over a three-year period), and performance-based restricted stock unit awards (with vesting tied to the achievement of pre-defined performance milestones; including the achievement of pre-defined cash milestones). Equity awards made in 2023 were granted with a view towards both retaining and incentivizing our executives in future periods. Our 2023 retention program, under which certain retention equity awards were granted to certain executive officers and eligible employees in July 2023, was a complement to our organizational restructuring program announced in July 2023, resulting in the elimination and consolidation of certain roles across our organization, both in the United States and abroad. The grant date fair values of the equity awards granted to executive officers for the 2023 fiscal year are reflected in the Summary Compensation Table below and the number of shares subject to equity awards granted in 2023 is reflected in the Grants of Plan-Based Awards table below. With respect to the Black-Scholes option-pricing model required under FASB ASC Topic 718 and discussed further below, historical variable assumptions and other variables can cause model prices to be more or less than the actual value of an option when exercised or in an ultimate exit. Actual option value is instead based on the performance of our Ordinary Shares, which can vary significantly from these historical variable assumption-based valuation estimates. Because the actual value is based on share performance, the Remuneration Committee believes that the equity awards create added and important alignment of management with our other shareholders regarding our long-term growth.

  35. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth information concerning the compensation of the named executive officers for the fiscal years indicated.

  36. 2023 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(5) | Stock Awards ($)(6) | Option Awards ($)(7) | Non-Equity Incentive Plan Compensation ($)(8) | All Other Compensation ($)(9) | Total ($) | | Patrick J. Holt | 2023 | 306,779 | - | - | 1,833,250 | - | 3,655 | 2,143,684 | | President and Chief Executive Officer(1) | | | | | | | | | | Thomas C. Reilly | 2023 | 550,083 | 136,500 | 428,040 | 759,785 | 294,000 | 33,552 | 2,201,960 | | Executive Vice President, Chief Financial Officer and Global Head of HR(2) | 2022 | 280,367 | - | 288,000 | 116,325 | 326,000 | 4,803 | 1,015,495 | | Steven B. Ketchum, Ph.D. | 2023 | 643,770 | 161,460 | 428,040 | 759,785 | 323,000 | 34,512 | 2,350,567 | | Executive Vice President, President of Research and Development and Chief Scientific Officer | 2022 | 618,375 | - | 645,258 | 378,345 | 361,000 | 11,812 | 2,014,790 | | | 2021 | 562,608 | - | 1,462,784 | 1,084,166 | 258,000 | 7,012 | 3,374,570 | | Aaron D. Berg | 2023 | 622,486 | 292,326 | 428,040 | 759,785 | 311,000 | 34,512 | 2,448,149 | | Executive Vice President, and President, U.S. | 2022 | 566,891 | - | 645,258 | 378,345 | 335,000 | 11,812 | 1,937,306 | | | 2021 | 505,100 | - | 1,462,781 | 1,084,166 | 233,406 | 7,012 | 3,292,465 | | Jonathan N. Provoost | 2023 | 59,913 | 100,000 | - | 499,183 | - | 168 | 659,264 | | Executive Vice President, Chief Legal & Compliance Officer and Secretary(3) | | | | | | | | | | Karim Mikhail | 2023 | 221,585 | - | 2,051,280 | 2,363,683 | - | 244,044 | 4,880,592 | | Former President and Chief Executive Officer(4) | 2022 | 799,637 | - | 4,446,672 | 2,273,228 | 660,101 | 213,913 | 8,393,551 | | | 2021 | 672,747 | 50,000 | 3,099,291 | 1,546,456 | 430,000 | 36,059 | 5,834,553 |

  37. 2023 Summary Compensation Table

    (1) Mr. Holt joined the Company on July 18, 2023 as the Company's President and Chief Executive Officer. In addition to serving as our President and Chief Executive Officer, Mr. Holt serves as a member of our Board, but received no additional compensation for his service in such role. (2) Mr. Reilly joined the Company on June 20, 2022 as the Company’s Chief Financial Officer. Mr. Provoost joined the Company on November 15, 2023 as the Company's Chief Legal and Compliance Officer. Mr. Mikhail separated from the Company as President and Chief Executive Officer in March 2023. Mr. Mikhail is paid in CHF which has been translated at the average 2023 exchange rate of 1.16. The amount reported in this column for 2023 for Mr. Reilly and Dr. Ketchum represents a one-time bonus in connection with a July 2023 retention program. For Mr. Berg the amount represents a one-time bonus in recognition for his contributions as the Interim President and Chief Executive Officer during the period of April 2023 to July 2023 and a one-time bonus in connection with a July 2023 retention program. For Mr. Provoost the amount represents a one-time signing bonus. (6) This column reflects the aggregate grant date fair value of time- and performance-based restricted stock unit awards granted in each year calculated in accordance with FASB ASC 718, excluding the effect of estimated forfeitures related to service-based vesting. For performance- based restricted stock units, the value reported reflects the value of the award at the grant date based upon the probable outcome of the performance conditions. For the performance-based restricted stock units granted in 2023, the grant date fair value of each such award is based on the probable outcome of the performance conditions, which is assumed to be the maximum level of achievement. Assumptions used in the calculations for these amounts are set forth in Note 9 to our consolidated financial statements included in the Company’s Annual Report on Form 10-K. (7) This column reflects the aggregate grant date fair value of time-based and performance-based stock option awards granted in each year and calculated in accordance with FASB ASC 718, excluding the effect of estimated forfeitures related to service-based vesting. The value of the performance-based stock option granted to Mr. Holt in 2023 reflects the value of the award at the grant date based upon the probable outcome of the performance conditions, which is assumed to be the maximum level of achievement of the performance conditions. Assumptions used in the calculations for these amounts are set forth in Note 9 to our consolidated financial statements included in the Company’s 2023 Annual Report on Form 10-K. (8) This column reflects payments made under the MICP, including stretch bonus amounts, and special incentive bonus programs in respect of the year earned. See the discussion regarding 2023 annual in “Executive Compensation Discussion and Analysis” for further information regarding the performance measures. (9) The amounts included in this column represent Company-paid match of 401(k)/pension contributions and life insurance premiums. For each of Mr. Reilly, Dr. Ketchum and Mr. Berg in 2023 this amount also includes $26,700 in car allowance. For Mr. Mikhail in 2023, this amount included $187,381 related to his unused vacation time as part of his separation from the Company, $32,988 in housing allowance and $4,948 in car allowance.

  38. Grants of Plan-Based Awards Tables for the First Year Ended December 31, 2023

    Grants of Plan-Based Awards Tables for the First Year Ended December 31, 2023 The following table sets forth certain information regarding grants of option awards to the named executive officers during fiscal year 2023:

  39. Grants of Plan-Based Awards Tables for the First Year Ended December 31, 2023

    | Name | Grant Date | All Other Option Awards: Number of Securities Underlying Options (#)(1) | Estimated Future Payouts for Equity Incentive Plan Awards: Target (#)(2) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Option Awards ($)(3) | | Patrick J. Holt | 8/1/2023 | 5,000,000 | 5,000,000 | 1.90 | 1,833,250 | | Thomas C. Reilly | 2/21/2023 | 269,600 | - | 1.80 | 397,907 | | | 7/19/2023 | 404,400 | - | 1.08 | 361,877 | | Steven B. Ketchum, Ph.D. | 2/21/2023 | 269,600 | - | 1.80 | 397,907 | | | 7/19/2023 | 404,400 | - | 1.08 | 361,877 | | Aaron D. Berg | 2/21/2023 | 269,600 | - | 1.80 | 397,907 | | | 7/19/2023 | 404,400 | - | 1.08 | 361,877 | | Jonathan N. Provoost | 12/1/2023 | 800,000 | - | 0.75 | 499,183 | | Karim Mikhail | 2/21/2023 | 1,601,500 | - | 1.80 | 2,363,683 |

  40. Grants of Plan-Based Awards Tables for the First Year Ended December 31, 2023

    (1) The options granted on February 21, 2023 and December 1, 2023 vest over four years, with 25% vesting on the first anniversary of the grant date and the balance vesting ratably over the subsequent 12 calendar quarters. The options granted on July 19, 2023 vest 50% on both January 1, 2024 and January 1, 2025. (2) The option granted to Mr. Holt on August 1, 2023 vests and is earned only if we achieve share price hurdles ranging from $2.50 to $15.00, and the earned option shares are subject to five months of further time-based vesting once a share price hurdle has been achieved. To date, none of the pre-defined share price milestones have been achieved and, as a result, none of the shares underlying the options have vested. (3) This column reflects the aggregate grant date fair value of option awards granted in 2023, and is calculated in accordance with FASB ASC 718, using the Black-Scholes option-pricing model, excluding the effect of estimated forfeitures related to service-based vesting. The value of the performance-based stock option granted to Mr. Holt in 2023 reflects the aggregate grant date fair value, and is calculated in accordance with FASB ASC 718, using the Monte Carlo option-pricing model, which is based upon the probable outcome of the performance conditions being achieved. Assumptions used in the calculations for these amounts are set forth in Note 9 to our consolidated financial statements included in the Company’s Annual Report on Form 10-K. The following table sets forth certain information regarding grants of restricted stock unit awards subject to time-based vesting to the named executive officers during fiscal year 2023:

  41. Grants of Plan-Based Awards Tables for the First Year Ended December 31, 2023

    | Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock Awards ($)(1) | | Thomas C. Reilly | 2/21/2023 | 134,800 | 242,640 | | Steven B. Ketchum, Ph.D. | 2/21/2023 | 134,800 | 242,640 | | Aaron D. Berg | 2/21/2023 | 134,800 | 242,640 | | Karim Mikhail | 2/21/2023 | 800,800 | 1,441,440 |

  42. Grants of Plan-Based Awards Tables for the First Year Ended December 31, 2023

    (1) This column reflects the grant date fair value of time-based restricted stock unit awards granted in 2023, calculated in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. Assumptions used in the calculations for these amounts are set forth in Note 9 to our consolidated financial statements included in the Company’s 2023 Annual Report on Form 10-K. These restricted stock unit awards vest in three equal annual installments on each of February 21, 2024, February 21, 2025 and February 21, 2026. The following table sets forth certain information regarding grants of restricted stock unit awards subject to performance-based vesting to the named executive officers during fiscal year 2023:

  43. Grants of Plan-Based Awards Tables for the First Year Ended December 31, 2023

    | Name | Grant Date | Estimated Future Payouts Under Equity Incentive Plan Awards: Target (#)(1) | Grant Date Fair Value of Stock Awards ($)(2) | | Thomas C. Reilly | 2/21/2023 | 103,000 | 185,400 | | Steven B. Ketchum, Ph.D. | 2/21/2023 | 103,000 | 185,400 | | Aaron D. Berg | 2/21/2023 | 103,000 | 185,400 | | Karim Mikhail | 2/21/2023 | 338,800 | 609,840 |

  44. Grants of Plan-Based Awards Tables for the First Year Ended December 31, 2023

    There is no threshold for these awards and the target equates to the maximum. Except as noted below, these restricted stock unit awards vest and are earned only if pre-defined cash and operational milestones are achieved by December 31, 2024 and December 31, 2025. To date, certain of the pre-defined cash and operational milestones have been achieved and, as a result, 51,500 of the restricted stock units have vested for Mr. Reilly, Dr. Ketchum and Mr. Berg on January 10, 2024. (2) This column reflects the grant date fair value, calculated in accordance with FASB ASC 718 assuming the probable outcome of the performance condition on the grant date, which was assumed to be maximum achievement of such condition. The following table sets forth certain information regarding grants of non-equity incentive plan awards to the named executive officers during fiscal year 2023:

  45. Grants of Plan-Based Awards Tables for the First Year Ended December 31, 2023

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | | | Target(1) | Maximum(1) | | Thomas C. Reilly | - | 280,000 | 399,000 | | Steven B. Ketchum, Ph.D. | - | 323,000 | 460,000 | | Aaron D. Berg | - | 296,000 | 422,000 | | Karim Mikhail (2) | - | 669,040 | 1,004,000 |

  46. Grants of Plan-Based Awards Tables for the First Year Ended December 31, 2023

    (1) The amounts in the “Target” and “Maximum” columns reflect the potential payouts under the 2023 MICP. The amounts in the “Maximum” column represent the amounts that could be earned if all corporate performance and individual performance goals under the 2023 MICP were achieved. Actual bonuses awarded to the individuals were based on achievement of the pre-defined objectives and are discussed in the “Executive Compensation Discussion and Analysis” section. Mr. Mikhail separated from the Company in March 2023 and did not receive an annual bonus.

  47. Option Exercises and Stock Vested During 2023

    Option Exercises and Stock Vested During 2023 The following table sets forth the number of shares acquired by the named executive officers upon the exercise of stock options and vesting of restricted stock units in fiscal year 2023 as well as the value realized upon exercise or vesting. The value realized represents the aggregate difference between the fair market value of shares on the dates of exercise or vesting and the exercise prices, if any, multiplied by the number of shares acquired upon exercise or vesting, prior to payment of any applicable withholding taxes.

  48. Option Exercises and Stock Vested During 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Patrick J. Holt | - | - | - | - | | Thomas C. Reilly | - | - | 50,001 | 59,501 | | Steven B. Ketchum, Ph.D. | - | - | 151,683 | 215,037 | | Aaron D. Berg | - | - | 180,816 | 267,477 | | Jonathan N. Provoost | - | - | - | - | | Karim Mikhail | - | - | 346,100 | 585,132 |

  49. Outstanding Equity Awards at Fiscal Year-End 2023

    Outstanding Equity Awards at Fiscal Year-End 2023 The following table shows information regarding outstanding stock option awards at December 31, 2023 for our named executive officers:

  50. Outstanding Equity Awards at Fiscal Year-End 2023

    | | Grant Date | Number of Securities Underlying Unexercised Options | | Equity Incentive Plan Awards: Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($/Sh) | Option Expiration Date | | Name | | Exercisable (#) | Unexercisable (#) | | | | | Patrick J. Holt | 8/1/2023 | - | - | 5,000,000 | 1.19 | 8/1/2033 | | Thomas C. Reilly | 7/1/2022 | 37,500 | 62,500(1) | - | 1.44 | 7/1/2032 | | | 2/21/2023 | - | 269,600(2) | - | 1.80 | 2/21/2033 | | | 7/19/2023 | - | 404,400(3) | - | 1.08 | 7/19/2033 | | Steven B. Ketchum, Ph.D. | 2/1/2018 | 31,687 | - | - | 3.80 | 2/1/2028 | | | 2/1/2019 | 53,500 | - | - | 16.87 | 2/1/2029 | | | 2/3/2020 | 90,469 | 6,031(5) | - | 18.39 | 2/3/2030 | | | 1/4/2021 | 145,125 | 48,375(4) | - | 5.03 | 1/4/2031 | | | 8/2/2021 | 54,422 | 42,328(2) | - | 4.22 | 8/2/2031 | | | 2/4/2022 | 57,619 | 74,081(2) | - | 3.66 | 2/4/2032 | | | 2/21/2023 | - | 269,600(2) | - | 1.80 | 2/21/2033 | | | 7/19/2023 | - | 404,400(3) | - | 1.08 | 7/19/2033 | | Aaron D. Berg | 2/2/2015 | 3,906 | - | - | 1.02 | 2/2/2025 | | | 7/6/2015 | 49,998 | - | - | 2.50 | 7/6/2025 | | | 2/1/2016 | 36,458 | - | - | 1.40 | 2/1/2026 | | | 2/1/2017 | 69,270 | - | - | 2.95 | 2/1/2027 | | | 5/1/2018 | 87,750 | - | - | 2.80 | 5/1/2028 | | | 2/1/2019 | 53,500 | - | - | 16.87 | 2/1/2029 | | | 2/3/2020 | 66,344 | 30,156(5) | - | 18.39 | 2/3/2030 | | | 1/4/2021 | 96,750 | 96,750(4) | - | 5.03 | 1/4/2031 | | | 8/2/2021 | 30,235 | 66,515(2) | - | 4.22 | 8/2/2031 | | | 2/4/2022 | - | 131,700(2) | - | 3.66 | 2/4/2032 | | | 2/21/2023 | - | 269,600(2) | - | 1.80 | 2/21/2033 | | | 7/19/2023 | - | 404,400(3) | - | 1.08 | 7/19/2033 | | Jonathan Provoost | 12/1/2023 | - | 800,000(6) | - | 0.75 | 11/15/2033 | | Karim Mikhail | 7/1/2020 | 68,750 | - | - | 7.03 | 5/1/2024 | | | 1/4/2021 | 25,875 | - | - | 5.03 | 5/1/2024 | | | 4/12/2021 | 145,100 | - | - | 4.97 | 5/1/2024 | | | 2/4/2022 | 247,282 | - | - | 3.66 | 5/1/2024 |

  51. Outstanding Equity Awards at Fiscal Year-End 2023

    (1) Twenty-five percent (25%) of the shares underlying this stock option vested on June 20, 2023, and the remaining 75% of the shares underlying this option vest ratably over the next 12 quarters. (2) Twenty-five percent (25%) of the shares underlying this stock option vest on the first anniversary of the grant date, and the remaining 75% of the shares underlying this option vest ratably over the next 12 quarters. (3) The shares underlying these stock options vest 50% on each of January 1, 2024 and January 1, 2025. (4) Twenty-five percent (25%) of the shares underlying this stock option vested on January 4, 2022, and the remaining 75% of the shares underlying this option vest ratably over the next 12 quarters. The shares underlying these stock options vest quarterly over 16 quarters beginning April 30, 2020. Twenty-five percent (25%) of the shares underlying this stock option vest on December 1, 2024, and the remaining 75% of the shares underlying this option vest ratably over the next 12 quarters. The following table shows information regarding outstanding restricted stock unit awards at December 31, 2023, for our named executive officers:

  52. Outstanding Equity Awards at Fiscal Year-End 2023

    | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Thomas C. Reilly | 7/1/2022 | 66,666(2) | 57,999 | - | - | | | | - | - | 83,333(6) | 72,500 | | | 2/21/2023 | 134,800(3) | 117,276 | - | - | | | | - | - | 103,000(6) | 89,610 | | Steven B. Ketchum, Ph.D. | 2/3/2020 | - | - | 87,400(6) | 76,038 | | | 1/4/2021 | - | - | 58,266(7) | 50,691 | | | 8/2/2021 | 23,883(5) | 20,778 | - | - | | | 2/4/2022 | 69,133(4) | 60,146 | - | - | | | | - | - | 72,600(6) | 63,162 | | | 2/21/2023 | 134,800(3) | 117,276 | - | - | | | | - | - | 103,000(6) | 89,610 | | Aaron D. Berg | 2/3/2020 | - | - | 87,400(6) | 76,038 | | | 1/4/2021 | - | - | 29,133(7) | 25,346 | | | 8/2/2021 | 23,883(5) | 20,778 | - | - | | | 2/4/2022 | 69,133(4) | 60,146 | - | - | | | | - | - | 72,600(6) | 63,162 | | | 2/21/2023 | 134,800(3) | 117,276 | - | - | | | | - | - | 103,000(6) | 89,610 |

  53. Outstanding Equity Awards at Fiscal Year-End 2023

    (1) The market value of the restricted stock unit awards represents the product of the closing price of our stock as of December 31, 2023, the last trading day of the year, which was $0.87, and the number of shares underlying each such award and, with respect to performance-based awards, assumes satisfaction of the applicable performance criteria. (2) This restricted stock unit award vests in equal annual installments over three years, commencing June 20, 2023. Amount unvested at December 31, 2023 represents the remaining two vesting tranches. (3) This restricted stock unit award vests in equal annual installments over three years, commencing February 21, 2024. (4) These restricted stock unit awards vest in equal annual installments over three years, commencing January 31, 2023. Amount unvested at December 31, 2023 represents the remaining two vesting tranches. (5) These restricted stock unit awards vest in equal annual installments over three years, commencing July 31, 2022. Amount unvested at December 31, 2023 represents the third and final tranche. (6) These restricted stock unit awards vest upon achievement of certain sales and operational performance goals. As of December 31, 2023, the specified performance criteria had not been achieved. These restricted stock unit awards vest upon achievement of certain sales and operational performance goals and are subject to certain further time-based vesting. Amarin’s Remuneration Committee certified the achievement of performance effective as of February 21, 2023, resulting in the vesting of two tranches at such time, with the remaining third tranche scheduled to vest on January 4, 2024.

  54. Pension Benefits

    Pension Benefits We do not have a defined benefit plan. Our named executive officers did not participate in, or otherwise receive any special benefits under, any pension or defined benefit retirement plan sponsored by us during fiscal year 2023.

  55. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation During fiscal year 2023, our named executive officers did not contribute to, or earn any amount with respect to, any defined contribution or other plan sponsored by us that provides for the deferral of compensation on a basis that is not tax-qualified.

  56. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The table below shows the benefits potentially payable to each of our named executive officers assuming the named executive officer’s employment was terminated without cause by the Company or for good reason within 24 months following a change of control and such termination occurred on December 31, 2023. Mr. Mikhail's employment terminated in March 2023. Mr. Mikhail has asserted that he is entitled to severance payments as a result of his resignation, which the Company is disputing. As of the date of this Proxy Statement, he has not received any severance payments or benefits in connection with the termination of his employment

  57. Potential Payments upon Termination or Change in Control

    | Name | Base Salary ($) | Bonus Payment ($) | Accelerated Vesting of Options(1) ($) | Accelerated Vesting of Restricted Stock Units(2) ($) | Continuation of Health Benefits ($) | Total ($) | | Patrick J. Holt | 1,350,000 | - | - | - | 50,739 | 1,400,739 | | Thomas C. Reilly | 840,000 | 420,000 | - | 337,385 | 52,390 | 1,649,775 | | Steven B. Ketchum, Ph.D. | 968,760 | 484,380 | - | 477,701 | 50,739 | 1,981,580 | | Aaron D. Berg | 888,114 | 444,057 | - | 452,356 | 52,390 | 1,836,917 | | Jonathan N. Provoost | 697,500 | 232,500 | 96,000 | - | 52,390 | 1,078,390 |

  58. Potential Payments upon Termination or Change in Control

    (1) The value of the accelerated vesting of options equals the difference (if positive) between the option exercise price and the closing price per share of our ADSs on December 29, 2023 ($0.87), the last trading day of the year, multiplied by the number of shares that would have been accelerated upon a termination occurring on December 31, 2023. As of December 31, 2023, all stock options held by the named executive officers, other than the stock option held by Mr. Provoost, were underwater. (2) The value of the accelerated vesting of restricted stock units equals the closing price per share of our ADSs on December 29, 2023, the last trading day of the year, multiplied by the number of restricted stock units that would have been accelerated upon a termination occurring on December 31, 2023. Included in these amounts are amounts related to performance-based restricted stock units that would vest upon a change in control of $162,110 for Mr. Reilly, $279,501 for Dr. Ketchum, and $254,156 for Mr. Berg. The table below shows the benefits potentially payable to each of our named executive officers assuming the named executive officer’s employment was terminated by the Company without cause (or to the extent a named executive officer's employment agreement provides good reason protection outside of aa change of control, if the participant terminates employment for good reason) other than within 24 months following change of control and assuming such termination occurred on December 31, 2023.

  59. Potential Payments upon Termination or Change in Control

    | Name | Base Salary ($) | Bonus Payment ($) | Accelerated Vesting of Options(1) ($) | Accelerated Vesting of Restricted Stock Units(2) ($) | Continuation of Health Benefits ($) | Total ($) | | Patrick J. Holt | 1,012,500 | - | - | - | 50,739 | 1,063,239 | | Thomas C. Reilly | 560,000 | 280,000 | - | 68,091 | 34,927 | 943,018 | | Steven B. Ketchum, Ph.D. | 645,840 | 322,920 | - | 69,165 | 33,826 | 1,071,751 | | Aaron D. Berg | 592,076 | 296,038 | - | 69,165 | 34,927 | 992,206 | | Jonathan N. Provoost | 465,000 | 232,500 | - | - | 34,927 | 732,427 |

  60. Potential Payments upon Termination or Change in Control

    The value of the accelerated vesting of time-based options equals the difference (if positive) between the option exercise price and the closing price per share of our ADSs on December 29, 2023 ($0.87), the last trading day of the year, multiplied by the number of shares that would have been accelerated upon termination. As of December 31, 2023, all stock options held by the named executive officers, other than the stock option held by Mr. Provoost, were underwater. The value of the accelerated vesting of time-based restricted stock units equals the closing price per share of our ADSs on December 29, 2023 ($0.87), the last trading day of the year, multiplied by the number of time-based restricted stock units that would have been accelerated upon termination.

  61. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio Pursuant to a mandate of the Dodd-Frank Act, the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s total annual compensation to the total annual compensation of the principal executive officer (“PEO”). Our PEO for 2023 was Mr. Patrick J. Holt, whose compensation from July 2023 through the end of the year is annualized in the below table. We believe that our compensation philosophy must be consistent and internally equitable to motivate our employees to create shareholder value. The purpose of the required disclosure is to provide a measure of pay equity within the organization. We are committed to internal pay equity, and our Remuneration Committee monitors the relationship between the pay our PEO receives and the pay our non-executive employees receive. As illustrated in the table below, our 2023 PEO to median employee pay ratio was approximately 15:1.

  62. Chief Executive Officer Pay Ratio

    | PEO 2023 Compensation | $2,512,241 | | Median Employee 2023 Compensation | $164,472 | | Ratio of PEO to Median Employee Compensation | 15 |

  63. Chief Executive Officer Pay Ratio

    We identified the median employee using annualized base salary for 2023, bonus(es) earned in 2023, and aggregate grant date fair values for equity awards granted in 2023 for all individuals who were employed by us on December 31, 2023, the last day of our fiscal year (whether employed on a full-time or part-time basis). Reportable wages were annualized for those permanent full-time or part-time employees who were not employed for the full calendar year or who were on a leave of absence for any part of the year. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. A substantial portion of the compensation included in this analysis is based on estimates. Furthermore, as discussed above, the Black-Scholes option-pricing model is used to estimate the value of option awards. Under the Black-Scholes option-pricing model, historical variable assumptions and other variables can cause model prices to be more or less than the actual value of an option when exercised or in an ultimate exit. Actual option value is instead based on stock performance, which can vary significantly from these historical variable assumption-based valuation estimates. The realized value of the long-term equity awards granted to the Company’s CEO and other employees in the future could be considerably more or less than these historical estimates as the future value of the Company’s ADSs cannot be accurately predicted by the Black-Scholes option-pricing model or by any model.

  64. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers ("PEOs") and Non-PEO NEOs and Company performance for the fiscal years listed below. The Remuneration Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  65. Pay Versus Performance Disclosure

    | | | | | | | | | | | | Value of Initial Fixed $100 Investment based on:4 | | | | | Year | Summary Compensation Table Total for John F. Thero1 ($) | Summary Compensation Table Total for Karim Mikhail1 ($) | Summary Compensation Table Total for Aaron D. Berg1 ($) | Summary Compensation Table Total for Patrick J. Holt1 ($) | Compensation Actually Paid to John F. Thero1,2,3 ($) | Compensation Actually Paid to Karim Mikhail1,2,3 ($) | Compensation Actually Paid to Aaron D. Berg1,2,3 ($) | Compensation Actually Paid to Patrick J. Holt1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | TSR ($) | Peer Group TSR ($) | Net Income ($ Millions) | Cash Preservation5 | | (a) | (b) | (b) | | (b) | (c) | (c) | | | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | — | 4,880,592 | 2,448,149 | 2,143,684 | — | (931,402) | 1,951,668 | 2,157,684 | 1,737,264 | 1,258,371 | 4.06 | 118.87 | (55.0) | 218% | | 2022 | — | 8,393,551 | — | — | — | 1,247,331 | — | — | 1,910,071 | 226,545 | 5.64 | 113.65 | (105.8) | 115% | | 2021 | 9,635,654 | 5,834,553 | — | — | (198,701) | 3,521,093 | — | — | 2,873,934 | 1,523,340 | 15.72 | 126.45 | 7.7 | 140% | | 2020 | 17,915,671 | — | — | — | (19,584,674) | — | — | — | 4,388,387 | (4,869,753) | 22.81 | 126.42 | (18.0) | 115% |

  66. Pay Versus Performance Disclosure

    1. John F. Thero was our PEO from 2014 until he retired effective August 1, 2021. Karim Mikhail was our PEO starting from August 1, 2021 until his resignation on March 27, 2023. Aaron D. Berg was our interim PEO from April 2023 through July 2023. Patrick J. Holt was our PEO starting from July 18, 2023. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  67. Pay Versus Performance Disclosure

    | 2020 | 2021 | 2022 | 2023 | | Joseph T. Kennedy | Joseph T. Kennedy | Michael W. Kalb | Steven B. Ketchum, Ph.D. | | Michael W. Kalb | Michael W. Kalb | Steven B. Ketchum, Ph.D. | Thomas C. Reilly | | Steven B. Ketchum, Ph.D. | Steven B. Ketchum, Ph.D. | Aaron D. Berg | Jonathan N. Provoost | | Aaron D. Berg | Aaron D. Berg | Jason Marks | | | | Jason Marks | Thomas C. Reilly | |

  68. Pay Versus Performance Disclosure

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

  69. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Karim Mikhail ($) | Exclusion of Stock Awards and Option Awards for Karim Mikhail ($) | Inclusion of Equity Values for Karim Mikhail ($) | Compensation Actually Paid to Karim Mikhail ($) | | 2023 | 4,880,592 | (4,414,963) | (1,397,031) | (931,402) |

  70. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Aaron D. Berg ($) | Exclusion of Stock Awards and Option Awards for Aaron D. Berg ($) | Inclusion of Equity Values for Aaron D. Berg ($) | Compensation Actually Paid to Aaron D. Berg ($) | | 2023 | 2,448,149 | (1,187,825) | 691,344 | 1,951,668 |

  71. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Patrick J. Holt ($) | Exclusion of Stock Awards and Option Awards for Patrick J. Holt ($) | Inclusion of Equity Values for Patrick J. Holt ($) | Compensation Actually Paid to Patrick J. Holt ($) | | 2023 | 2,143,684 | (1,833,250) | 1,847,250 | 2,157,684 |

  72. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 1,737,264 | (958,278) | 479,385 | 1,258,371 |

  73. Pay Versus Performance Disclosure

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

  74. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Karim Mikhail ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Karim Mikhail ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Karim Mikhail ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Karim Mikhail ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Karim Mikhail ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Karim Mikhail ($) | Total - Inclusion of Equity Values for Karim Mikhail ($) | | 2023 | — | — | — | 296,970 | (1,694,001) | — | (1,397,031) |

  75. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Aaron D. Berg ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Aaron D. Berg ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Aaron D. Berg ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Aaron D. Berg ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Aaron D. Berg ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Aaron D. Berg ($) | Total - Inclusion of Equity Values for Aaron D. Berg ($) | | 2023 | 669,069 | (143,472) | — | 165,747 | — | — | 691,344 |

  76. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Patrick J. Holt ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Patrick J. Holt ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Patrick J. Holt ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Patrick J. Holt ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Patrick J. Holt ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Patrick J. Holt ($) | Total - Inclusion of Equity Values for Patrick J. Holt ($) | | 2023 | 1,847,250 | — | — | — | — | — | 1,847,250 |

  77. Pay Versus Performance Disclosure

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 446,046 | (21,616) | — | 54,955 | — | — | 479,385 |

  78. Pay Versus Performance Disclosure

    The Peer Group TSR set forth in this table utilizes the NASDAQ Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2022. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the NASDAQ Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. We determined Cash Preservation to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2023. Cash Preservation is a financial measure that reflects the actual amount of net cash outflow from our operating activities relative to our operating plan target. Cash Preservation of 100% indicates net cash outflow from operating activities equal to operating plan target; figures above 100% indicate that net cash outflow from operating activities was lower than operating plan target. Cash Preservation is one of the measures used in determining the extent to which the corporate performance goals for the 2023 annual bonus incentive were achieved. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Cash Preservation The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Cash Preservation during the three most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2023 to Company performance. The measures in this table are not ranked.

  79. Pay Versus Performance Disclosure

    | Annual Revenues (U.S.) Annual Revenues (Europe) Cash Preservation |

  80. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  81. Non-Employee Director Compensation

    Non-Employee Director Compensation We have maintained a non-employee director compensation program since 2012, which we have amended from time to time. The non-employee director compensation program applicable to 2023 compensation was intended to approximate the 50th percentile of non-employee director compensation within the Company’s 2023 Peer Group. When the Remuneration Committee was reconstituted in March 2023, the new members worked with Aon to revise the vesting and mix of, and to reduce the size of, the initial and annual equity grants provided for in the non-employee director compensation program, which revisions are described below. In January 2024, in light of the new peer group for the 2024 compensation cycle, the Remuneration Committee further revised the vesting and reduced the size of the initial and annual equity grants provided for in the non-employee director compensation program to more closely align with the 50th percentile of the 2024 peer group. Because the Directors viewed the size of the initial and annual equity awards under the non-employee director compensation program in place at the time of their elections to be excessive, the Directors declined to accept the initial equity grants under the then-current policy when each was initially appointed to the Board, and the new members were instead granted the revised initial equity awards, and revised annual equity awards, under the revised non-employee director compensation program, which was approved by the Board in May 2023. The directors will receive their 2024 annual awards under the further revised non-employee director compensation program, which was approved by the Board in February 2024. 2023 Non-Employee Director Compensation A summary of the non-employee director compensation arrangements for fiscal year 2023 is set forth below.

  82. Non-Employee Director Compensation

    | | Retainer ($) | | Annual Board Retainer Fee: | | | Non-Executive Chairman | 95,000 | | All non-employee directors | 62,500 | | Annual Chairman Retainer Fees:* | | | Audit Committee Chairman | 25,000 | | Remuneration Committee Chairman | 20,000 | | Nominating and Corporate Governance Committee Chairman | 11,000 | | Annual Committee Member Retainer Fees:* | | | Audit Committee | 12,000 | | Remuneration Committee | 10,000 | | Nominating and Corporate Governance Committee | 5,000 |

  83. Non-Employee Director Compensation

    *These fees are in addition to the Annual Board Retainer Fee, as applicable. The annual retainers are paid in equal installments in arrears within 30 days of the end of each calendar quarter, or upon the earlier resignation or removal of the non-employee director. For non-employee directors who join the Board during the calendar year, annual retainers are prorated based on the number of calendar days served by such director in the calendar year. Non-employee directors are given an annual election option, which option is to be exercised within 10 calendar days of the end of each quarter, of receiving their annual retainers in the form of either (i) cash or (ii) unregistered non-ADS Ordinary Shares, with any such issuances to be priced at the greater of (a) the closing price of the Company’s ADSs on Nasdaq on the date which is 10 calendar days after the end of each quarter or (b) £0.50 per share (i.e., par value per Ordinary Share). As described above, the Remuneration Committee undertook a review of non-employee director compensation and, in May 2023 approved a new non-employee director compensation policy that reduced the size of the initial and annual equity grants for non-employee directors and adjusted the mix of options and restricted stock units such that options represent a larger portion of the equity retainers, and further reduced the size and vesting of these awards in January 2024. The cash retainers for non-employee directors remained the same as the 2023 cash retainers. Under the policy as revised in May 2023, upon their initial appointment to the Board, non-employee directors received equity awards with a grant date fair value of $425,000, split in value between option awards and restricted stock units 75%/25%, which vest in equal annual installments over three years, as compared to the prior initial awards, which had a value of $540,000, split equally between options and restricted stock units, with the options vesting after one year and the restricted stock units vesting annually over three years. The grant date for such awards is date of initial appointment and the exercise price of any option award is equal to the closing market price on Nasdaq of the ADSs representing the Company’s Ordinary Shares on such date. The restricted stock unit awards are subject to deferred settlement upon the director's separation of service with the Company. As further revised in February 2024, any new directors will receive an equity award with a grant date fair value of $262,500 with the same 75%/25% split between options and restricted stock units but with options vesting one-third on the first anniversary of the date of grant and vesting in equal quarterly installments for the two years thereafter, and restricted stock units vesting annually over three years (and without deferred settlement). In addition, under the policy as revised in May 2023, for so long as the non-employee director remained on the Board, the non-employee director received annual equity awards with a grant date fair value of $250,000, split in value between option awards and restricted stock units 75%/25%, which vest in full upon the earlier of the one-year anniversary of the date of grant or the annual general meeting of shareholders in such anniversary year, as compared to the prior annual grants, which had a value of $360,000, split equally between options and restricted stock units, with the options vesting after one year and the restricted stock units vesting annually over three years (and subject to deferred settlement upon the director's separation of service with the Company). As further revised in February 2024, for so long as the non-employee director remains on the Board, he or she will receive an equity award with a grant date fair value of $175,000 with the same 75%/25% split between options and restricted stock units, but with options vesting one-third on the first anniversary of the date of grant and vesting in equal quarterly installments for the two years thereafter, and restricted stock units vesting annually over three years (and without deferred settlement). The policy as revised in May 2023 also provides that a Non-Executive Chairman of the Board who continues on the Board following the Company’s annual general meeting of shareholders (and who was not first elected to the Board at such meeting) is eligible to receive an annual equity award with a grant date fair value of $20,000, split in value between option awards and restricted stock units 75%/25%. Such awards have a grant date, vesting schedule and exercise price identical to other annual equity awards. Under the policy as revised in February 2024, the additional annual equity award for the Non-Executive Chairman was eliminated. All equity awards are made pursuant to the terms of the Company’s 2020 Stock Incentive Plan, as amended and in effect from time to time. In the event of a change of control (as defined in the 2020 Plan), all equity awards held by non-employee directors shall immediately become fully vested. Non-employee directors are also reimbursed for their reasonable out-of-pocket expenses incurred in connection with attending Board and committee meetings.

  84. Director Compensation Table

    Director Compensation Table The following table shows the compensation for each person who served as a non-employee member of our Board during the year ended December 31, 2023. We do not provide separate compensation to our directors who are also our employees. The compensation paid to Karim Mikhail, our former President and Chief Executive Officer, and Patrick Holt, our current President and Chief Executive Officer, for fiscal year 2023, is set forth in “Executive Compensation Discussion and Analysis.”

  85. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(3) ($) | Option Awards(2)(3) ($) | Total ($) | | Adam Berger (4) | 12,944 | - | - | 12,944 | | Patrice Bonfiglio | 39,619 | 168,750 | 418,496 | 626,865 | | Paul Cohen | 34,813 | 168,750 | 418,496 | 622,059 | | Mark DiPaolo | 33,755 | 168,750 | 418,496 | 621,001 | | Erin Enright (4) | 15,556 | - | - | 15,556 | | Geraldine Murphy (4) | 11,944 | - | - | 11,944 | | Keith Horn | 44,842 | 168,750 | 418,496 | 632,088 | | Odysseas Kostas | 45,765 | 173,750 | 430,896 | 650,411 | | Oliver O'Connor | 24,601 | 168,750 | 418,496 | 611,847 | | Per Wold-Olsen (4) | 18,847 | - | - | 18,847 | | Kristine Peterson (4) | 14,133 | - | - | 14,133 | | Louis Sterling III | 42,106 | 168,750 | 418,496 | 629,352 | | Murray Stewart (4) | 9,722 | - | - | 9,722 | | Diane Sullivan | 43,585 | 168,750 | 418,496 | 630,831 | | Jan van Heek (4) | 15,022 | - | - | 15,022 | | Alfonso Zulueta (4) | 12,889 | - | - | 12,889 |

  86. Director Compensation Table

    (1) The value of the stock awards reflects the aggregate grant date fair value, calculated in accordance with FASB ASC 718, excluding the effect of estimated forfeitures related to service-based vesting. Assumptions used in the calculations for these amounts are set forth in Note 9 to our consolidated financial statements included in the Company’s 2023 Annual Report on Form 10-K. (2) The value of the option awards reflects the aggregate grant date fair value, calculated in accordance with FASB ASC 718 using the Black-Scholes option-pricing model, excluding the effect of estimated forfeitures related to service-based vesting. Assumptions used in the calculations for these amounts are set forth in Note 9 to our consolidated financial statements included in the Company’s Annual Report on Form 10-K. (3) The following table shows the amount of unexercised stock options, unvested restricted stock unit awards and vested restricted stock unit awards subject to deferred delivery held by the non-employee members of the Board as of December 31, 2023: Mr. Berger, Ms. Enright, Ms. Murphy, Mr. Wold-Olsen, Ms. Peterson and Mr. Zulueta resigned as directors of the Company, effective March 2023.

  87. Director Compensation Table

    | Name | Shares Underlying Unexercised Unvested Stock Options | Shares Underlying Unexercised Vested Stock Options | Shares Underlying Unvested Stock Awards | Shares Underlying Vested but Deferred Stock Awards | | Patrice Bonfiglio | 452,009 | - | 150,670 | - | | Paul Cohen | 452,009 | - | 150,670 | - | | Mark DiPaolo | 452,009 | - | 150,670 | - | | Keith Horn | 452,009 | - | 150,670 | - | | Odysseas Kostas | 465,402 | - | 155,134 | - | | Oliver O'Connor | 452,009 | - | 150,670 | - | | Louis Sterling III | 452,009 | - | 150,670 | - | | Diane Sullivan | 452,009 | - | 150,670 | - |