DEF 14A of Alkermes plc., Apr 7, 2025

DEF 14A of Alkermes plc.

Filed Apr 7, 2025 · FY20240000950170-25-051644

Open on EDGAR

  1. Executive Compensation Program Highlights

    | Pay-for-Performance | Align with Interests of our Shareholders | Balance Short- and Long-Term Incentives | Attract and Retain Key Talent | | We believe in a pay-for-performance approach to compensation that supports our business goals. As such, a significant portion of each named executive officer’s compensation is performance based and at-risk. | We provide overall compensation packages that reward individual and Company performance against our corporate objectives to support value creation for the Company and its shareholders. | We structure our executive compensation program to align with, and balance, the short- and long-term focus required for success in the biopharmaceutical industry. | We seek to attract and retain a highly-skilled workforce by providing a total compensation package that is competitive with other employers who compete with us for talent. |

  2. 2024 Compensation Highlights

    2024 Compensation Highlights Our 2024 executive compensation program highlights include the following: ▪ Significant Portion of “At-Risk” Compensation: A significant portion of the target total direct compensation opportunity for our Chief Executive Officer (“CEO”) and other named executive officers was comprised of “at-risk” compensation in the form of annual cash performance pay opportunities and long-term equity incentive awards. See the sections entitled “Pay Mix – Significant Portion of Executive Compensation is “At-Risk”” on page 80 of this proxy statement, “Executive Compensation Philosophy and Objectives” on page 82 of this proxy statement and “Long-Term Equity Incentive Compensation – Annual Grant” on page 93 of this proxy statement. ▪ Performance-Vesting Equity Included in Annual Grants to All Named Executive Officers: In 2024, the Compensation Committee conditioned vesting of greater than 50% of the total target value of our CEO’s annual equity grant and approximately 25% of the total target value of the annual equity grants made to each of our other named executive officers on achievement over a three-year performance period of financial and pipeline objectives aligned with our long-term business strategy and on relative total shareholder return over the same period. See the section entitled “Long-Term Equity Incentive Compensation – Annual Grant” on page 93 of this proxy statement. ▪ Corporate Responsibility Objectives Incorporated Into Short-Term Incentive Plans (“STIPs”): The Board and the Compensation Committee understand the importance of corporate responsibility considerations to the Company and many of its stakeholders and, in 2024, incorporated corporate objectives related to corporate responsibility matters into the Company’s 2024 STIP. See the section entitled “2024 Corporate Objectives” on page 87 of this proxy statement. ▪ Double Trigger Change in Control Vesting: All equity awards granted to our named executive officers in 2024 contained double trigger change in control vesting provisions. ▪ Strong Compensation Governance Attributes: Our executive compensation policies and practices are designed to reinforce our pay-for-performance philosophy, align with compensation-related governance best practices and further our compensation objectives. See the section entitled “Strong Compensation Governance Attributes” on page 79 of this proxy statement. 2024 Advisory Vote on 2023 Executive Compensation. At the 2024 Annual Meeting, shareholders expressed strong support for our executive compensation program, with approximately 98% of the votes cast in favor of our say-on-pay proposal. As noted above under “Active Shareholder Engagement,” we value, and frequently solicit, shareholder feedback on our executive compensation programs, and shareholders have generally acknowledged the Board and Compensation Committee’s responsiveness and the significant enhancements to our executive compensation programs in recent years.

  3. How do proxies work and how will shares be voted?

    How do proxies work and how will shares be voted? You may choose to designate another person as your ‘proxy’ to vote the shares you own on your behalf. If you designate someone as your proxy in a written document, that document is also called a ‘proxy’ or a ‘proxy card.’ Any proxy that you designate must attend the Annual Meeting in person for your shares to be voted. Any proxy card that is properly executed and received by the Company will be voted in accordance with the instructions provided on the proxy card. Our Board is asking for your proxy to authorize the Company’s named proxy holders to vote your shares at the Annual Meeting in the manner you direct. We encourage you to promptly vote on each of the Company’s proposals to be voted on at the Annual Meeting. If you return a validly executed proxy card without indicating how your shares should be voted on one or more specific proposals to be voted on at the Annual Meeting and you do not revoke your proxy, your shares will be voted in accordance with the Board’s recommendations set forth in this proxy statement for each proposal for which you did not indicate a vote as follows: • Election of Directors: “FOR” the election of each of the Board Nominees; • Non-Binding, Advisory Vote on Executive Compensation: “FOR” the approval, in a non-binding, advisory vote, of the compensation of our named executive officers; • Independent Auditor and Accounting Firm: “FOR” the ratification, in a non-binding vote, of the appointment of PwC as the independent auditor and accounting firm of the Company, and the authorization, in a binding vote, of the Audit and Risk Committee to set PwC’s remuneration; • Alkermes plc 2018 Stock Option and Incentive Plan, as amended: “FOR” the approval of the Alkermes plc 2018 Stock Option and Incentive Plan, as amended; • Board Authority to Allot and Issue Shares under Irish Law: “FOR” the renewal of the Board’s authority to allot and issue shares under Irish law; • Board Authority to Disapply Statutory Pre-Emption Rights under Irish Law: “FOR” the renewal of the Board’s authority to issue shares for cash without first offering those shares to existing shareholders pursuant to the statutory pre-emption rights that would otherwise apply under Irish law; and • As to any other matter that may properly come before the Annual Meeting, in the named proxy holders’ discretion. You can revoke your proxy and change your vote as described in the section entitled “Can I change my vote after submitting my proxy?” on page 20 of this proxy statement. If your shares are held through a bank, broker or other nominee, please follow the instructions provided by such bank, broker or other nominee to vote your shares. Our Board is not aware of any matters that are expected to come before the Annual Meeting other than those described in this proxy statement. If any other matter is presented at the Annual Meeting upon which a vote may be properly taken, ordinary shares represented by all proxy cards received by the Company will be voted at the discretion of the named proxy holders as set forth on the proxy card.

  4. Board Nominees: Composition, Qualifications and Experience

    Board Nominees: Composition, Qualifications and Experience Each year, as part of our annual Board evaluation process, the Nominating and Corporate Governance Committee reviews the qualifications and experience of our Board as a whole to assess alignment with our strategic priorities. The Board Nominees possess significant experience in the areas set forth below. For a listing of qualifications and experience by individual Board Nominee, see the Board skills matrix below. The Board Nominees are substantially independent, have a broad range of skills, experience, background, viewpoints and personal attributes, and represent a mix of newer and longer-tenured directors, providing what we consider to be an appropriate balance of experience, institutional knowledge, fresh perspectives and skillsets. The following graphics reflect the composition and attributes of the Board Nominees as of April 1, 2025:

  5. Board Skills Matrix

    Board Skills Matrix The following table highlights the specific skills, qualifications, and other attributes of our Board Nominees that were considered in the Board’s nomination of our Board Nominees. The lack of a mark for a particular item for a director does not mean the director lacks that skill or qualification; rather, a mark indicates a specific area of focus or expertise of such director on which the Board relies. Additional information about each Board Nominee’s background, business experience and other matters, including a description of how each individual’s experience qualifies them to serve on the Board, is provided below, beginning on the following page of this proxy statement.

  6. Board Nominee Biographical Information

    Board Nominee Biographical Information

  7. Board Nominee Biographical Information

    | Shane M. Cooke | | | INDEPENDENT Director since: March 2018 Committee Memberships: Audit and Risk Current Public Company Boards: Prothena Corporation plc (Nasdaq: PRTA) since 2012 | Experience: Mr. Cooke served as our President and as President of Alkermes Pharma Ireland Limited (“APIL”), a wholly-owned subsidiary of the Company, from September 2011 until his retirement in March 2018. He became a member of our Board upon his retirement. In addition, Mr. Cooke has been chairman of the board of directors of APIL since September 2011. Mr. Cooke served as Executive Vice President of Elan Corporation, plc (“Elan”) and Head of Elan Drug Technologies from May 2007 to September 16, 2011 and as the Chief Financial Officer of Elan from July 2001 until May 2011. Mr. Cooke served as a director of Elan from May 2005 to September 16, 2011. Prior to joining Elan, Mr. Cooke was Chief Executive of Pembroke Capital Limited, an aviation leasing company, and prior to that, he held a number of senior finance positions in the banking and aviation industries. Mr. Cooke previously served on the board of directors of then publicly-traded healthcare companies UDG Healthcare plc from February 2019 to August 2021 and Endo International plc from July 2014 to April 2024. He is a chartered accountant. Qualifications and Skills: Mr. Cooke is an Irish citizen, resident in Ireland. His depth of experience in managing Irish corporate entities and his extensive network within the Irish business and finance community, as well as his familiarity with Irish policy and regulation, are highly beneficial to the Company as an Irish-incorporated entity. In addition to Mr. Cooke’s global experience in the pharmaceutical industry, he also has significant experience in business development and transactional activities. Mr. Cooke’s substantial experience as an executive in the biopharmaceutical industry, including having served as a chief financial officer and as a president of publicly-traded companies, brings strategic leadership attributes and expertise in operations, finance, and commercial management to our Board. |

  8. Board Nominee Biographical Information

    | Richard B. Gaynor, M.D. | | | INDEPENDENT Director since: September 2019 Committee Memberships: Compensation (Chair) Current Public Company Boards: Zai Lab Limited (Nasdaq: ZLAB) since November 2021 | Experience: Since May 2020, Dr. Gaynor has served as President, Chief of Research and Development at BioNTech US Inc. (f/k/a Neon Therapeutics, Inc. (“Neon”)), a wholly-owned subsidiary of BioNTech SE focused on the development of novel neoantigen-targeted T cell therapies. Dr. Gaynor had previously served as President of Research and Development at Neon since November 2016. Prior to joining Neon, Dr. Gaynor held roles in clinical development and medical affairs at Eli Lilly and Company (“Lilly”) from August 2002 to October 2016, including serving as Senior Vice President, Clinical Development and Medical Affairs of Lilly Oncology. During his time at Lilly, Dr. Gaynor chaired the Lilly Oncology Research and Development Committee and helped oversee various collaborations, including with General Electric, AstraZeneca, Merck and Bristol-Myers Squibb Company. Dr. Gaynor started his career in academia, initially serving on the faculty at UCLA School of Medicine, followed by 11 years at the University of Texas Southwestern Medical School, during which he spent time as the Chief of Hematology-Oncology and Director of the Simmons Cancer Center. Dr. Gaynor holds an M.D. from the University of Texas Southwestern Medical School and completed fellowship training in hematology-oncology at UCLA School of Medicine. Dr. Gaynor is on the editorial board of several scientific journals and has published extensively, including over 140 scientific articles. He previously served on the board of directors of Infinity Pharmaceuticals, Inc., a formerly publicly-traded biotechnology company, from March 2020 to March 2024. He currently serves on the board of directors of the Damon Runyon Cancer Research Foundation, the scientific advisory committee of Stand Up to Cancer and the finance committee of the American Association of Cancer Research, each a not-for-profit organization. Dr. Gaynor is a licensed physician with board certifications in oncology and hematology. Qualifications and Skills: Dr. Gaynor brings to our Board a deep scientific and medical background, having practiced in academic medicine, conducted extensive scientific research and held leadership roles at various biopharmaceutical companies. The Board benefits from his technical expertise and business experience in research and development, drug development, clinical development and business development across multiple therapeutic areas and his insights from years as an academic and practicing physician. |

  9. Board Nominee Biographical Information

    | Sir Cato T. Laurencin, M.D., Ph.D., K.C.S.L. | | | INDEPENDENT Director since: November 2021* Committee Memberships: Nominating and Corporate Governance Current Public Company Boards: MiMedx Group, Inc. (Nasdaq: MDXG) since November 2020 | Experience: Dr. Laurencin is the University Professor and Albert and Wilda Van Dusen Distinguished Endowed Professor of Orthopaedic Surgery at the University of Connecticut (“UConn”) and also serves as a Professor of Chemical and Biomolecular Engineering, Professor of Materials Science and Engineering and Professor of Biomedical Engineering. Dr. Laurencin also serves as the Chief Executive Officer of The Cato T. Laurencin Institute for Regenerative Engineering at UConn. He previously served as Chief Executive Officer of the Connecticut Convergence Institute for Translation in Regenerative Engineering and, before that, as Vice President for Health Affairs and Dean of the School of Medicine at UConn. Prior to that he served as Orthopaedic Surgeon-in-Chief of the University of Virginia Health System. In addition, he was formerly a member of each of the FDA Device Panel and the FDA National Science Advisory Board. Dr. Laurencin is NACD Directorship Certified®. In March 2025, Dr. Laurencin was awarded knighthood (Knight Commander of the Order of St. Lucia) with the approval of His Majesty King Charles III of England. Dr. Laurencin received his B.S.E. degree in chemical engineering from Princeton University, his Ph.D. in biochemical engineering/ biotechnology from the Massachusetts Institute of Technology, and his M.D. from the Harvard Medical School. Qualifications and Skills: Dr. Laurencin brings to our Board extensive medical, scientific and managerial experience. The Board benefits from his deep medical and scientific knowledge, his experience as a medical practitioner, and in management and leadership of large health systems. His dedication to social justice research and to addressing health disparities, and his expertise in public health and health policy, are supportive of the Company’s values and business strategy. | | * Dr. Laurencin was appointed to the Board in November 2021 in connection with an agreement between the Company and Sarissa Capital Offshore Master Fund LP in April 2021. | |

  10. Board Nominee Biographical Information

    | Nancy S. Lurker | | | INDEPENDENT Director since: March 2024 Committee Memberships: Compensation Current Public Company Boards: EyePoint Pharmaceuticals, Inc. (Nasdaq: EYPT) since September 2016 Collegium Pharmaceutical, Inc. (Nasdaq: COLL) since February 2025 | Experience: Ms. Lurker most recently served as Chief Executive Officer of EyePoint Pharmaceuticals, Inc. (“EyePoint”), a publicly-traded specialty biopharmaceutical company, from September 2016 to July 2023, at which time she transitioned to her current role as Vice-Chair of EyePoint’s board of directors. She also served as President of EyePoint from September 2016 to January 2023. Prior to that, she served as President and Chief Executive Officer of PDI, Inc., a publicly-traded healthcare commercialization company (now Interpace Diagnostics Group, Inc.), from 2008 to 2015 and as Senior Vice President and Chief Marketing Officer of Novartis Pharmaceuticals Corporation from 2006 to 2007. Prior to that, Ms. Lurker held various executive and other senior roles at leading pharmaceutical companies, including ImpactRx, Inc., a privately held healthcare information company, Pharmacia Corporation (now a part of Pfizer, Inc.), and Bristol-Myers Squibb Company. In addition to EyePoint and Collegium Pharmaceutical, Inc., Ms. Lurker currently serves on the boards of directors of Altasciences, LLC, a private contract research organization, and National Sanitation Foundation, a not-for-profit organization dedicated to improving human health through quality standards. Ms. Lurker previously served on the boards of directors of Aquestive Therapeutics, Inc., a publicly-traded specialty pharmaceutical company, from 2018 to April 2022, the Cancer Treatment Centers of America from 2016 to 2020 and, at various times from 2004 to 2018, current and formerly publicly-traded companies Auxilium Pharmaceuticals, Inc., X4 Pharmaceuticals, Inc., Mallinckrodt plc, PDI, Inc., Elan Corporation, plc and ConjuChem Biotechnologies. Ms. Lurker received a B.S. in Biology from Seattle Pacific University and an M.B.A. from the University of Evansville. Qualifications and Skills: Ms. Lurker brings to our Board broad-ranging experience in the biopharmaceutical industry, including executive leadership, governance and strategic planning, and expertise in product development and commercialization, with a track record of successful U.S. and global product launches. The Board benefits from her extensive public company management and board leadership experience, industry knowledge and valuable insights with respect to strategy, operations and the development, launch and commercialization of pharmaceutical products. |

  11. Board Nominee Biographical Information

    | Brian P. McKeon | | | INDEPENDENT Director since: December 2020 Committee Memberships: Compensation; Financial Operating (Chair) Current Public Company Boards: None | Experience: Mr. McKeon serves as Executive Vice President and Special Advisor to IDEXX Laboratories, Inc. (“IDEXX”), a public multinational corporation providing products and services in the veterinary, livestock and poultry, dairy and water testing markets and will continue in this role until his announced retirement on June 1, 2025. He previously served as Executive Vice President, Chief Financial Officer and Treasurer of IDEXX from January 2014 to February 2025, during which time he led IDEXX’s finance and investor relations functions and, from June 2019 to January 2025, oversaw IDEXX’s livestock, water and human diagnostics businesses. He also served on the board of directors of IDEXX from 2003 to 2013, including as Chair of its Audit Committee and as a member of its Compensation Committee. Prior to joining IDEXX, Mr. McKeon served as Executive Vice President and Chief Financial Officer of Iron Mountain Incorporated from 2007 to 2013 and as Executive Vice President and Chief Financial Officer of The Timberland Company from 2000 to 2007. Prior to these roles, he held several finance and strategic planning positions at PepsiCo Inc., serving most recently as Vice President, Finance, at Pepsi-Cola, North America. Mr. McKeon previously served as a director of athenahealth, Inc. from September 2017 to February 2019. Mr. McKeon holds a bachelor’s degree in accounting from the University of Connecticut and an M.B.A with high distinction from Harvard University. Qualifications and Skills: Mr. McKeon brings to our Board strong financial and management expertise as well as public company executive and director leadership experience. The Board benefits from his experience in finance, strategic planning, corporate development and investor relations, and from his prior service on public company boards of directors, including as a member of audit and compensation committees. |

  12. Board Nominee Biographical Information

    | Richard F. Pops | | | Director since: September 2011 Leadership: Chairman Committee Memberships: Financial Operating Current Public Company Boards: Neurocrine Biosciences, Inc. (Nasdaq: NBIX) since 1998 | Experience: Prior to assuming his current positions, Mr. Pops served as Chief Executive Officer of Alkermes, Inc. from February 1991 to April 2007 and as Chief Executive Officer and President from September 2009 to September 2011. Mr. Pops serves on the boards of directors of the Biotechnology Innovation Organization (“BIO”) and the Pharmaceutical Research and Manufacturers of America (“PhRMA”). He previously served on the boards of directors of Acceleron Pharma, Inc., a publicly-traded biopharmaceutical company, from 2004 to December 2019, Epizyme, Inc., a publicly-traded biopharmaceutical company, from 2008 to October 2020, and the National Health Council, a nonprofit organization, from 2016 to December 2019. Mr. Pops also previously served on the advisory board of Polaris Venture Partners and as a member of the Harvard Medical School Board of Fellows through June 2012. Qualifications and Skills: Mr. Pops’ qualifications for our Board include his leadership experience, business judgment and deep industry knowledge. As a senior executive of Alkermes, he provides in-depth knowledge of the Company derived from leading our day-to-day operations. His ongoing involvement as a board member of BIO and PhRMA brings to the organization extensive knowledge of the current state of the pharmaceutical industry and the policy issues impacting healthcare today. As a Co-Chair of BIO’s Regulatory Environment Committee, and a member of its Health Section Governing Board, and as a member of PhRMA’s FDA and Biomedical Research Committee, Mr. Pops is an influential industry leader on FDA regulatory policy issues, including recent Prescription Drug User Fee Act reauthorizations. Mr. Pops has also played a leadership role in the pharmaceutical industry in identifying pathways to allow patient voices to be incorporated into the drug development and approval process, which is a fundamental principle on which we operate our business. |

  13. Board Nominee Biographical Information

    | Nancy L. Snyderman, M.D. | | | INDEPENDENT Director since: May 2016 Committee Memberships: Audit and Risk; Nominating and Corporate Governance (Chair) Current Public Company Boards: Lyra Therapeutics, Inc. (Nasdaq: LYRA) since October 2020 | Experience: Dr. Snyderman is an oncologic surgeon and clinical researcher. She was a consulting professor at Stanford University Center for Innovation in Global Health from July 2019 to July 2022, served as Chief Medical Editor at NBC News from 2006 until 2015 and was a clinical professor of Otolaryngology at the University of Pennsylvania from August 2003 to December 2015. Dr. Snyderman was Senior Vice President Corporate Communications at Johnson & Johnson, a publicly-traded pharmaceutical company, from January 2003 to September 2006. She practiced as an Otolaryngologist at UC San Francisco and the California Pacific Medical Center from July 1994 to June 2003 and acted as Medical Editor for ABC News from 1987 until May 2003. Dr. Snyderman previously served on the board of directors of Future Health ESG Corp., a publicly-traded special purpose acquisition company, from September 2021 to March 2024 and Axonics, Inc., a publicly-traded medical device company, from April 2019 to November 2024. Dr. Snyderman is a Kellogg Fellow, a Fellow in the American College of Surgeons and co-founder of the Stanford University-NBC News Global Media Fellowship. During Dr. Snyderman’s tenure as a medical journalist at NBC News and ABC News, she received Emmy Awards, Edward R. Murrow Awards, a Columbia University DuPont Award, and a Gracie Award for her reporting. Dr. Snyderman attended medical school at the University of Nebraska and completed residencies in Pediatrics and Otolaryngology at the University of Pittsburgh. Qualifications and Skills: Dr. Snyderman’s experiences as a surgeon and clinical researcher, a veteran healthcare journalist, and an executive at a pharmaceutical company, as well as her roles in academia and as advisor to policy organizations, make her uniquely qualified for our Board. The Board benefits from her expert insight into the intersection of healthcare policy, public relations and journalism from the perspective of both a practitioner and an academic. |

  14. Board Nominee Biographical Information

    | Frank Anders “Andy” Wilson | | | INDEPENDENT Director since: September 2019 Leadership: Lead Independent Director Committee Memberships: Audit and Risk (Chair); Financial Operating Current Public Company Boards: Cabot Corporation (NYSE: CBT) since September 2018 Novanta Inc. (Nasdaq: NOVT) since May 2021 | Experience: Mr. Wilson most recently served as Chief Financial Officer and Senior Vice President of PerkinElmer, Inc. (“PerkinElmer”), a life sciences diagnostics, discovery and analytical solutions company, from 2009 to 2018, with responsibility for oversight of the organization’s growth strategy. Prior to PerkinElmer, Mr. Wilson held key business development and finance roles at Danaher Corporation, a global science and technology conglomerate, from 1997 to 2009, including the position of Corporate Vice President of Investor Relations. Earlier in his career, Mr. Wilson worked at AlliedSignal, Inc. (now Honeywell International Inc.), where he served as Vice President of Finance and Chief Financial Officer for the Commercial Avionics Systems division. Prior to that, Mr. Wilson’s work included financial and controllership positions of increasing responsibility at PepsiCo, Inc., as well as roles at E.F. Hutton and Company and KPMG Peat Marwick. He was previously a member of the board of directors of Sparton Corporation, a provider of complex and sophisticated electromechanical devices, from 2015 to early 2019, where he last served as chairman of the board. Mr. Wilson is a certified public accountant. Qualifications and Skills: Mr. Wilson’s financial expertise and decades of experience in strategic planning, investor relations and business development for global public companies provide valuable insight for our Board as the Company’s strategic priorities expand and evolve. His background as a chief financial officer and certified public accountant provides significant expertise to our Board in matters relating to finance, value creation and commercial growth. |

  15. Board Nominee Biographical Information

    | Christopher I. Wright, M.D., Ph.D. | | | INDEPENDENT Director since: May 2022 Committee Memberships: Compensation; Nominating and Corporate Governance Current Public Company Boards: None | Experience: Since February 2023, Dr. Wright has served as Chief Medical Officer, Head of Translational Research at Ring Therapeutics, Inc. (“Ring”), a company focused on revolutionizing gene therapy with its commensal virome platform. Prior to joining Ring, Dr. Wright served as Senior Vice President, Chief Medical Officer of AavantiBio, Inc., a company focused on development of precision gene therapies for the treatment of debilitating diseases, from May 2021 through its acquisition by Solid Biosciences Inc. in December 2022. From April 2019 to March 2021, Dr. Wright served as Senior Vice President, Chief Medical Officer of Cyclerion Therapeutics, Inc. (“Cyclerion”), a publicly-traded spin-off from Ironwood Pharmaceuticals, Inc. (“Ironwood”), where he led global development functions across therapeutic areas. From March 2017 to April 2019, Dr. Wright served as Senior Vice President, Chief Development Officer of Ironwood. Prior to that, Dr. Wright served as Senior Vice President, Chief Medical Officer of Axcella Health Inc. and Senior Vice President of Global Medicines Development and Affairs at Vertex Pharmaceuticals Incorporated, where he led global development functions across therapeutic areas. Dr. Wright was previously an Associate Professor of Neurology at Harvard Medical School and was a practicing neurologist at Brigham and Women’s Hospital for 20 years. He previously served as a Scientific Advisor for Cyclerion. Dr. Wright earned his A.B. in Biochemical Sciences from Harvard University, his M.D. in Medicine and Neuroscience from Harvard Medical School, his Ph.D. in Neuroanatomy from Vrije Universiteit and his MMSc. in Clinical Investigation from Harvard Medical School. Qualifications and Skills: Dr. Wright is a highly accomplished scientific and medical leader in the academic and biopharmaceutical communities with nearly three decades of drug development, clinical and medical research experience in diseases of the central nervous system. The Board benefits from his significant expertise in the field of neuroscience, his extensive service in executive leadership positions at publicly-traded companies overseeing global drug development functions across therapeutic areas, including regulatory affairs, clinical development and operations, pharmaceutical development, and securing approval of new therapies, and his background as a practicing neurologist. |

  16. Retiring Directors

    Retiring Directors

  17. Retiring Directors

    | Emily Peterson Alva Director since May 2021 | “On behalf of Alkermes and the Board, I would like to express our sincere gratitude and appreciation to Emily Peterson Alva and David Daglio for their contributions to the Board and to the Company’s growth and success” -- Richard Pops, CEO and Chairman | | David A. Daglio, Jr. Director since December 2020 | |

  18. Retiring Directors

    The Board of Directors

  19. The Committees of the Board

    In determining the members of the Compensation Committee, the Board considers whether the members qualify as “non-employee directors” as defined in Rule 16b-3 under the Exchange Act and as “outside directors” as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Compensation Committee Interlocks and Insider Participation: The directors who served as members of the Compensation Committee during 2024 were Richard B. Gaynor, M.D., Nancy S. Lurker, Brian P. McKeon, and Christopher I. Wright, M.D., Ph.D., none of whom is currently, or ever has been, an officer or employee of the Company, or had any relationship that is required to be disclosed in this proxy statement as a transaction with a related party. During 2024, none of our executive officers served as a member of the board of directors or the compensation committee (or other board committee performing equivalent functions) of any entity that had one or more of its executive officers serving on our Compensation Committee or Board. Limited Compensation Sub-Committee: The Compensation Committee has established procedures for the grant of equity awards, including grants of equity awards to eligible new employees. Since December 2023, the Board has appointed Richard B. Gaynor, M.D. to serve as the sole member of the Limited Compensation Sub-Committee of the Board. The Compensation Committee has delegated to such sub-committee the authority to make individual grants of equity awards, up to certain specified award values, to certain newly hired employees of the Company. The Limited Compensation Sub-Committee typically grants equity awards to eligible new hires on the first Wednesday following the first Monday of each month (or the first business day thereafter if such first Wednesday is a holiday), referred to as the “New Hire Grant Date,” for all equity-eligible new hires who began their employment the prior month. The Limited Compensation Sub-Committee’s current approval authority is for new hire employees whose job level is below the level of Senior Vice President and for equity awards of up to $550,000 in aggregate award value per individual. New hire grants that exceed the authority of the Limited Compensation Sub-Committee must be granted by the full Compensation Committee, either on the New Hire Grant Date or as soon as practicable thereafter. All actions taken by the Limited Compensation Sub-Committee in 2024 were by written consent. Key Contributor Award Committee: The Compensation Committee has established a Key Contributor Award Committee, consisting solely of the Company’s Chairman and CEO, Richard F. Pops, and delegated to such committee the authority to make periodic grants of equity awards outside of the Company’s annual and new hire equity grant cycles to employees whose job level is below the level of Senior Vice President (such awards, “Key Contributor Awards”) in accordance with guidelines and procedures established by the Compensation Committee for grants of such Key Contributor Awards. Recipients of Key Contributor Awards are periodically selected by the Key Contributor Award Committee, in consultation with members of Company management and the Company’s Human Resources department. Key Contributor Awards are intended to reward and retain key contributors to critical Company programs. The Compensation Committee periodically reviews and confirms the Key Contributor Award Committee’s authority to continue to grant such Key Contributor Awards and the overall parameters of any proposed periodic grants of such awards, and receives detailed reports following each such grant.

  20. Board Process for Evaluating and Recommending Director Nominees for Election

    Board Process for Evaluating and Recommending Director Nominees for Election The Board is responsible for the nomination of directors for election to the Board. The Board delegates the evaluation and nomination of director nominees to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board and management will be requested to take part in the process as appropriate. In evaluating and nominating director nominees, the Nominating and Corporate Governance Committee considers the diversity of specific experience, skills and characteristics (including, without limitation, areas of expertise, geographic and cultural background, race and ethnicity, age, viewpoints, tenure, gender and sexual orientation) desirable for the optimal composition and functioning of the Board over both the short and long term. Once a candidate has been identified, the Nominating and Corporate Governance Committee evaluates the candidate to confirm that the candidate meets all of the minimum director qualifications established by the Board (as set forth below) and any additional qualifications, skills or characteristics that the Nominating and Corporate Governance Committee and the Board deem appropriate at such time. Based on the results of this evaluation, the Nominating and Corporate Governance Committee will decide whether to recommend such candidate to the Board for election. The Nominating and Corporate Governance Committee also recommends candidates for the Board’s appointment to the committees of the Board. The Board retains the ultimate authority to appoint directors to the Board outside of an annual meeting, to recommend director nominees for election by the Company’s shareholders, to fill any vacancy on the Board and to appoint directors to the committees of the Board.

  21. Director Qualifications and Considerations

    Director Qualifications and Considerations The Nominating and Corporate Governance Committee is responsible for reviewing, and recommending to the Board from time to time, the appropriate background and experience, qualities, skills and expertise, and characteristics desired of Board members in the context of the then-current composition of the Board and its alignment with the Company’s values, strategy and business needs. This assessment includes consideration of the following minimum qualifications that the Nominating and Corporate Governance Committee believes must be met by all current directors and all individuals nominated for a director position: • high ethical character and shared belief in, and embodiment of, the values of the Company, including as reflected in the Company’s Code of Business Conduct and Ethics; • personal and professional reputation consistent with the image and reputation of the Company; • a commitment to delivering value to the Company’s shareholders, customers, employees, suppliers and community and to promoting long-term growth; • an ability to exercise sound business judgment; and • substantial business or professional experience and an ability to offer advice and guidance to Company management based on that experience. The Nominating and Corporate Governance Committee also considers numerous other qualities, skills and characteristics when evaluating all current directors and individuals nominated for a director position, such as: • experience in the biopharmaceutical industry; • understanding of the fiduciary duties required of a director; • experience in corporate governance, finance, accounting, complex business transactions, public policy and public affairs, human resource management, corporate responsibility and sustainability and information security; • leadership experience with public companies or other significant organizations; • international experience in business, particularly in the biopharmaceutical industry or related fields; and diversity of age, gender, sexual orientation, geographic or cultural background, race and ethnicity, viewpoints and professional background. These factors and others are considered useful by the Board and are reviewed periodically by the Nominating and Corporate Governance Committee in the context of an assessment of the perceived needs of the Board at particular points in time. The Board has full authority to modify these criteria from time to time as it deems necessary or advisable.

  22. Procedure for Recommendations by Shareholders of Director Nominees

    Procedure for Recommendations by Shareholders of Director Nominees The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders for nomination by the Board for election at an annual general meeting of shareholders. The Nominating and Corporate Governance Committee will evaluate such recommended director candidates using the same criteria that it uses to evaluate other candidates. A shareholder who wishes to recommend individuals for consideration by the Nominating and Corporate Governance Committee and the Board may do so only by delivering a written recommendation to Alkermes plc, Connaught House, 1 Burlington Road, Dublin 4, Ireland, D04 C5Y6, Attention: Company Secretary, with the director candidate’s name, biographical information and qualifications, and a document providing evidence of the director candidate’s willingness to be named in any proxy statement related to the election of directors and to serve if elected.

  23. Procedure for Nomination by Shareholders of Director Nominees

    Procedure for Nomination by Shareholders of Director Nominees The above procedure applies to recommendations by shareholders of director candidates to be nominated by the Board. Shareholders who instead desire to nominate on their own behalf one or more persons for election to the Board at an annual general meeting of shareholders must comply with the deadlines and other requirements set forth in our Articles of Association in respect of shareholder nominations, including the applicable notice, information and consent provisions. Pursuant to our Articles of Association, nominations by our shareholders of persons for election to the Board at our 2026 annual general meeting of shareholders must be received by our Company Secretary between October 9, 2025 and December 8, 2025; provided, however, that in the event that the date of our 2026 annual general meeting of shareholders is changed by more than 30 days from the first anniversary date of the Annual Meeting, notice must be delivered no earlier than 180 days prior to, nor later than 120 days prior to, our 2026 annual general meeting of shareholders or, if later, the 10th day following the day on which public announcement of the date of our 2026 annual general meeting of shareholders is first made. In addition to the applicable notice requirements under our Articles of Association described in the preceding paragraph, in order to comply with the SEC’s universal proxy rules, shareholders who desire to nominate one or more persons for election to the Board at our 2026 annual general meeting of shareholders must provide notice to the Company by the same deadline noted in the preceding paragraph and such notice must comply with the additional requirements of Rule 14a-19(b) under the Exchange Act.

  24. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program Our non-employee director compensation program is intended to be current, competitive and fair, and is designed to attract and retain optimal talent and expertise on our Board and provide compensation commensurate with the time and effort that our directors are required to devote to the Company given the size and complexity of our operations and the Board’s significant oversight and advisory responsibilities. The Compensation Committee is responsible for evaluating and recommending to the Board for its approval an annual non-employee director compensation program. In this context, the Compensation Committee annually reviews and evaluates, in consultation with its independent compensation consultant, recent trends in director compensation, related corporate governance best practices, and comparable market data, including data from the same peer group that the Compensation Committee uses for executive compensation purposes. The Compensation Committee makes its recommendations for non-employee director compensation to the Board based on such review and evaluation. The Board retains the ultimate authority to determine the form and amount of non-employee director compensation.

  25. Non-Employee Director Compensation Program

    | Key Features of Our Non-Employee Director Compensation Program | | | ☑ | Program reviewed annually in comparison to peers and to align with best practices | | ☑ | Consists of a mix of cash and equity-based compensation | | ☑ | Directors are subject to stock ownership guideline of 3x their annual retainer (CEO, with a guideline of 6x base salary) | | ☑ | Prohibition on hedging and pledging by directors under our Insider Trading Policy | | ☑ | General policy that no perquisites be provided to directors |

  26. Equity Compensation

    Equity Compensation Each non-employee director is also granted equity for their Board service, in the form of an annual award (the “Annual Grant”) that is typically granted to all continuing non-employee directors each year on the date of the Company’s annual general meeting of shareholders, following the election of directors at such meeting. Any newly appointed non-employee director who joins the Board after the annual general meeting of shareholders is granted, on a date that is proximate to such director’s election to the Board, (i) a prorated portion of the Annual Grant, with the value of the award prorated based on the number of days remaining until the one-year anniversary of the grant date of the Company’s prior year Annual Grant, divided by 365 (each such grant, a “Pro-Rata Annual Grant”), and (ii) an initial award for joining the Board (each, a “New Director Grant”), with the award value equal to 1.5 times the approved award value of the Annual Grant for that year. Vesting. Per our non-employee director equity grant procedures, Annual Grants and Pro-Rata Annual Grants vest in full on the one-year anniversary of the applicable grant date, and New Director Grants vest in three equal annual installments, commencing on the one-year anniversary of the applicable grant date. No changes to award values in 2024. Each year, prior to the grant date of the applicable Annual Grant, the Compensation Committee recommends to the Board for its approval equity award values and terms for the Annual Grant and any New Director Grants for the coming year. In May 2024, following review of the target equity compensation values approved in May 2023 of $375,000 for the Annual Grant and $562,500 for the New Director Grant, and determination that such equity compensation values remained aligned to and competitive with the Company’s peer group, the Compensation Committee recommended to the Board that no changes be made to the non-employee director equity award values for the coming year and the Board subsequently approved this recommendation. These equity compensation values for non-employee directors have remain unchanged since 2018. Equity mix and share number calculation methodology. All grants to our non-employee directors in 2024 consisted of 50% restricted stock unit awards and 50% stock options, with the number of shares underlying each restricted stock unit award calculated by dividing the approved aggregate value of such awards by the closing price of the Company’s ordinary shares on the Nasdaq Global Select Market as of the close of trading on the applicable grant date (the “Grant Date Closing Share Price”), and the number of shares underlying each stock option calculated utilizing the Grant Date Closing Share Price and the Black-Scholes valuation model, in each case with the resulting share number rounded up to the nearest whole number of shares. Our non-employee directors are not granted any equity other than the Annual Grant (or Pro-Rata Annual Grant, as applicable) each year and a one-time New Director Grant upon joining the Board. For a description of our share ownership and holding guidelines applicable to our directors, see the section entitled “Share Ownership and Holding Guidelines” on page 99 of this proxy statement.

  27. 2024 Director Compensation Table

    2024 Director Compensation Table Each of Emily Peterson Alva, Shane M. Cooke, David A. Daglio, Jr., Richard B. Gaynor, M.D., Cato T. Laurencin, M.D., Ph.D., Brian P. McKeon, Nancy L. Snyderman, M.D., Frank Anders Wilson and Christopher I. Wright, M.D., Ph.D. served as non-employee directors during all of 2024. Nancy S. Lurker was appointed to the Board in March 2024 and served as a non-employee director from such date through the end of 2024. Richard F. Pops, CEO and Chairman of the Board, was an employee during all of 2024. As an employee, Mr. Pops does not receive any cash or equity compensation for his Board service. The following table presents and summarizes the cash retainer fee amounts earned or paid to our non-employee directors for service during 2024, and the equity compensation granted to our non-employee directors in 2024:

  28. 2024 Director Compensation Table

    | | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Total | | Name | ($) | ($) | ($) | ($) | | (a) | (b)(1) | (c)(2)(4) | (d)(3)(5) | (h) | | Emily Peterson Alva | 96,340 | 187,504 | 187,490 | 471,334 | | Shane M. Cooke | 87,146 | 187,504 | 187,490 | 462,140 | | David A. Daglio, Jr. | 100,170 | 187,504 | 187,490 | 475,164 | | Richard B. Gaynor, M.D. | 99,000 | 187,504 | 187,490 | 473,994 | | Cato T. Laurencin, M.D., Ph.D. | 85,170 | 187,504 | 187,490 | 460,164 | | Nancy S. Lurker | 65,595 | 526,818 | 526,147 | 1,118,560 | | Brian P. McKeon | 108,170 | 187,504 | 187,490 | 483,164 | | Nancy L. Snyderman, M.D. | 108,170 | 187,504 | 187,490 | 483,164 | | Frank Anders Wilson | 150,170 | 187,504 | 187,490 | 525,164 | | Christopher I. Wright, M.D., Ph.D. | 100,170 | 187,504 | 187,490 | 475,164 |

  29. Notes to 2024 Director Compensation Table

    Notes to 2024 Director Compensation Table (1) The amounts in column (b) represent fees earned by or paid to our non-employee directors for service during 2024, including annual cash retainer fees for service on the Board and additional cash retainer fees for service on a committee of the Board, as a chair of a committee of the Board or as Lead Independent Director of the Board. The annual cash retainer fees for Ms. Lurker were prorated based on the date of her appointment to the Board. In addition, certain of the annual cash retainer fees for service as a member or chair of a committee of the Board were prorated, as applicable, based on each director’s respective date of appointment to, or resignation from, the relevant position and based on the changes approved in May 2024 to the amounts of certain Board committee retainers, as described above. The amounts in column (c) reflect the aggregate grant date fair value of restricted stock unit awards granted in 2024, excluding estimates of forfeitures, if any, as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718—Stock Compensation, or ASC 718. On April 11, 2024, Ms. Lurker was awarded a restricted stock unit award in the amount of 2,323 ordinary shares as part of her Pro-Rata Annual Grant and a restricted stock unit award in the amount of 11,255 ordinary shares as part of her New Director Grant, each of which had a grant date fair value of $24.99 per share. On May 31, 2024, each non-employee director was granted, as part of their Annual Grant, a restricted stock unit award in the amount of 8,013 ordinary shares, which had a grant date fair value of $23.40 per share. For information on the assumptions used to calculate the value of the restricted stock unit awards, refer to footnote 2 “Summary of Significant Accounting Policies” to our consolidated financial statements for the year ended December 31, 2024 included in our Annual Report under the heading “Share-Based Compensation”. These restricted stock unit awards vest in full on the one-year anniversary of the grant date, with the exception of the restricted stock unit award granted as part of the New Director Grant to Ms. Lurker in April 2024, which vests in three equal annual installments commencing on the first anniversary of the grant date. Additionally, in accordance with their terms, any unvested portion of the restricted stock unit award granted as part of the New Director Grant and Pro-Rata Annual Grant to Ms. Lurker vests upon any termination of her service relationship with us. Since May 2024, all restricted stock unit awards granted to non-employee directors provide for acceleration of vesting upon a termination of service due to death or permanent disability. The amounts in column (d) reflect the aggregate grant date fair value of stock options granted during 2024, as computed in accordance with ASC 718. On April 11, 2024, Ms. Lurker was awarded a non-qualified stock option to purchase 4,833 ordinary shares as part of her Pro-Rata Annual Grant and a non-qualified stock option to purchase 22,103 ordinary shares as part of her New Director Grant, which options had grant date fair values of $12.01 and $12.70 per share, respectively. On May 31, 2024, each non-employee director was granted, as part of their Annual Grant, a non-qualified stock option to purchase 17,492 ordinary shares, which option had an estimated grant date fair value of $10.72 per share. For information on the assumptions used to calculate the value of the stock options, refer to footnote 2 “Summary of Significant Accounting Policies” to our consolidated financial statements for the year ended December 31, 2024 included in our Annual Report under the heading “Share-Based Compensation”. These stock options granted to non-employee directors in 2024 were granted under the 2018 Plan, vest in full on the one-year anniversary of the grant date (with the exception of those granted as part of the New Director Grant to Ms. Lurker, which vest in three equal annual installments commencing on the first anniversary of the grant date) and expire upon the earlier of ten years from the grant date or three years following termination of a director’s service relationship with the Company. Additionally, in accordance with their terms, any unvested portion of the stock options granted in April 2024 as part of the New Director Grant and Pro-Rata Annual Grant to Ms. Lurker vests upon any termination of her service relationship with us. Since May 2024, all stock options granted to non-employee directors provide for acceleration of vesting upon a termination of service due to death or permanent disability. There can be no assurance that any of these stock options will be exercised or that the value realized upon their exercise will equal their grant date fair value. (4) As of December 31, 2024, our non-employee directors who served on the Board during 2024 held outstanding restricted stock unit awards representing the following number of ordinary shares: Ms. Alva, 8,013 shares; Mr. Cooke, 8,013 shares; Mr. Daglio, 8,013 shares; Dr. Gaynor, 8,013 shares; Dr. Laurencin, 8,013 shares; Ms. Lurker, 21,591 shares; Mr. McKeon, 8,013 shares; Dr. Snyderman, 8,013 shares; Mr. Wilson, 8,013 shares; and Dr. Wright, 11,314 shares. As of December 31, 2024, our non-employee directors who served on the Board during 2024 held outstanding stock options representing the following number of ordinary shares: Ms. Alva, 82,604 shares; Mr. Cooke, 289,391 shares; Mr. Daglio, 89,854 shares; Dr. Gaynor, 157,531 shares; Dr. Laurencin, 64,117 shares; Ms. Lurker, 44,428 shares; Mr. McKeon, 89,854 shares; Dr. Snyderman, 182,725 shares; Mr. Wilson, 157,531 shares; and Dr. Wright, 61,119 shares. Other Corporate Governance Matters

  30. ALKERMES PLC 2018 STOCK OPTION AND INCENTIVE PLAN, AS AMENDED

    ALKERMES PLC 2018 STOCK OPTION AND INCENTIVE PLAN, AS AMENDED

  31. Overview

    Overview Our Board is requesting shareholder approval of amendments to the current Alkermes plc 2018 Stock Option and Incentive Plan, as amended. We refer to the current Alkermes plc 2018 Stock Option and Incentive Plan, as amended, as the “2018 Plan” and to the 2018 Plan, as it is proposed to be amended pursuant to this Proposal 4, as the “Amended 2018 Plan.” The proposed amendments would make the following material changes to the 2018 Plan: ▪ increase the number of ordinary shares authorized for issuance thereunder by 4,250,000 new ordinary shares (subject to adjustment for stock splits, stock dividends and similar events); and ▪ increase the number of ordinary shares that may be awarded in the form of incentive stock options thereunder by 4,250,000 new ordinary shares (subject to adjustment for stock splits, stock dividends and similar events). The proposed Amended 2018 Plan is attached as Appendix A to this proxy statement and is incorporated herein by reference. If this Proposal 4 is approved by our shareholders, the Amended 2018 Plan will become effective as of the date of the Annual Meeting. In the event our shareholders do not approve this Proposal 4, the Amended 2018 Plan will not become effective and the 2018 Plan will continue to be effective in its current form.

  32. Why do we believe our shareholders should approve the Amended 2018 Plan (including the increased number of shares authorized for issuance thereunder)?

    Why do we believe our shareholders should approve the Amended 2018 Plan (including the increased number of shares authorized for issuance thereunder)? 1. We believe the size of our share reserve increase request is reasonable. The size of our share reserve increase request for the Amended 2018 Plan is equal to 4,250,000 new ordinary shares (subject to adjustment for stock splits, stock dividends and similar events). We expect our request will provide us with sufficient ordinary shares to support approximately one to two years of equity awards at our current market value. Equity awards are key to our ability to attract, retain and incentivize employees who are integral to the successful development of our pipeline candidates, the manufacture and commercialization of our products and the accomplishment of transformative business transactions. Our compensation philosophy with respect to equity awards is to target around the 50th percentile by value of our comparable peer group, as determined using the Black-Scholes option pricing model for stock options and market prices for restricted stock unit awards, with the opportunity to increase or decrease the value of equity awards from the 50th percentile based upon individual performance and other factors. If our request is not approved, we may not have sufficient ordinary shares to support our next round of annual equity awards at our current market value. 2. Equity awards are integral to our compensation program and to our success. Equity awards, similar to those typically offered by our competitors, have been, and we believe will continue to be, an integral component of our overall compensation program, enabling us to attract qualified and skilled employees and directors, retain our existing employees, including our experienced management team, and provide incentives for our employees to exert maximum efforts for our success, ultimately contributing to the creation of shareholder value. We have built, and continue to devote significant resources to further develop and enhance, a comprehensive cross-functional infrastructure designed to support product development from discovery through commercialization and lifecycle management. We have a portfolio of proprietary products that we manufacture, market and sell in the U.S. and we are currently developing a pipeline of potential new proprietary products. We also manufacture commercial products that incorporate our proprietary technologies under license that are owned and commercialized by other biopharmaceutical companies and for which we receive manufacturing and/or royalty revenues. We seek to attract, hire, develop, retain and motivate qualified and highly-skilled personnel with experience in areas such as R&D, including early discovery, medicinal chemistry, translational medicine, formulation development and clinical trial operations capabilities; intellectual property prosecution, enforcement and defense; medical affairs; manufacturing operations; U.S. federal and state government affairs; regulatory affairs; sales and marketing; and market access, among others. Competition for such personnel in our industry and the geographic regions in which we operate is intense, with numerous companies also developing, manufacturing or marketing products, including products against which our products directly compete. 3. We balance equity usage, talent needs and shareholder alignment. We carefully and thoughtfully manage our equity award program, balancing attraction, retention and incentivization of our employees against dilution and burn rate considerations. As of the Record Date, our full dilution was approximately 18.2%, which is calculated as: (shares available for grant + shares subject to outstanding equity awards) / (shares outstanding + shares available for grant + shares subject to outstanding equity awards). The following two tables provide certain additional information regarding our equity incentive program and include awards granted under all of our equity incentive plans.

  33. Why do we believe our shareholders should approve the Amended 2018 Plan (including the increased number of shares authorized for issuance thereunder)?

    | | As of the Record Date | | Total number of ordinary shares subject to outstanding stock options | 17,130,173 | | Weighted-average exercise price of outstanding stock options | $31.25 | | Weighted-average remaining term of outstanding stock options | 6.11 years | | Total number of ordinary shares subject to outstanding full value awards(1) | 6,222,577 | | Total number of ordinary shares available for grant under the 2018 Plan(2) | 13,211,222 | | Total number of ordinary shares outstanding | 164,836,227 | | Per-share closing price of ordinary shares as reported on Nasdaq | $34.03 |

  34. Why do we believe our shareholders should approve the Amended 2018 Plan (including the increased number of shares authorized for issuance thereunder)?

    (1) Burn Rate is calculated as: (shares subject to stock options granted + shares subject to time-vesting full value awards granted + shares subject to performance-vesting full value awards vested)/weighted average ordinary shares outstanding. The share reserve under the 2018 Plan is reduced by 1.8 ordinary shares for each ordinary share issued pursuant to a full value award. The burn rates reported in this table are based on the terms of equity awards granted under our equity incentive plans on the date they were granted and, in the case of equity awards granted prior to the separation of the Company’s former oncology business in November 2023, do not reflect subsequent adjustments made to such equity awards in connection with this separation in accordance with the provisions of the 2018 Plan. The following table sets forth our historic use of equity in 2024, 2023 and 2022:

  35. Why do we believe our shareholders should approve the Amended 2018 Plan (including the increased number of shares authorized for issuance thereunder)?

    | | Year | | | | | 2024 | 2023 | 2022 | | Stock options granted(1) | 2,615,357 | 3,479,898 | 3,164,468 | | Time-vesting full value awards granted(1) | 2,260,345 | 2,884,122 | 3,031,864 | | Performance-vesting full value awards vested | 536,243(2) | 252,375(3) | — | | Weighted average ordinary shares outstanding | 165,392,113 | 166,223,297 | 163,741,592 |

  36. Why do we believe our shareholders should approve the Amended 2018 Plan (including the increased number of shares authorized for issuance thereunder)?

    The share numbers reported in this table reflect the number of shares underlying equity awards granted under our equity incentive plans on the date they were granted, and, in the case of equity awards granted prior to the separation of the Company’s former oncology business in November 2023, do not reflect subsequent adjustments made to such equity awards in connection with this separation in accordance with the provisions of the 2018 Plan. Consists of performance-vesting restricted stock unit awards that vested based on the Company’s achievements against the pipeline goals and financial goals to which the performance-vesting restricted stock unit awards granted in 2021 to our employees at senior vice president level and above were subject. (3) Consists of performance-vesting restricted stock unit awards that vested based on the Company’s achievements against the pipeline goals to which the performance-vesting restricted stock unit awards granted in 2020 to our employees at senior vice president level and above were subject.

  37. Important Aspects of the Amended 2018 Plan Designed to Protect our Shareholders’ Interests

    Important Aspects of the Amended 2018 Plan Designed to Protect our Shareholders’ Interests The Amended 2018 Plan contains certain provisions, including those set forth below, designed to protect our shareholders’ interests and to reflect corporate governance best practices. The descriptions of these and other features of the Amended 2018 Plan contained in this Proposal 4 are intended to be summaries only and are qualified in their entirety by the full text of the Amended 2018 Plan attached hereto as Appendix A. ▪ Shareholder approval is required for additional shares. The Amended 2018 Plan does not contain an annual “evergreen” provision. Thus, shareholder approval is required each time we desire to increase the share reserve, allowing our shareholders the ability to have a say on our equity compensation programs. ▪ Share counting provisions. The share reserve under the Amended 2018 Plan is reduced by one ordinary share for each ordinary share issued pursuant to a stock option or stock appreciation right and by 1.8 ordinary shares for each ordinary share issued pursuant to a full value award. This helps to ensure that management and the Compensation Committee are using the share reserve effectively and with regard to the value of each type of equity award. The Amended 2018 Plan also prohibits liberal share recycling, which means that shares tendered or held back upon exercise of a stock option or stock appreciation right or settlement of an award to cover the exercise price or tax withholding for such option, right or award are not added back to the number of shares available for issuance under the Amended 2018 Plan. ▪ Flexibility in designing equity compensation scheme. The Amended 2018 Plan allows us to provide a broad array of equity incentives, including traditional option grants, stock appreciation rights, restricted stock awards, restricted stock unit awards, cash-based awards and performance share awards. By providing this flexibility, we are positioned to quickly and effectively react to trends in compensation practices and continue to offer competitive compensation arrangements to attract and retain the talent necessary for the success of our business. ▪ No right to vote or receive dividends. Until shares are delivered in accordance with the Amended 2018 Plan, no right to vote or receive dividends or any other rights of a shareholder will exist with respect to shares to be issued in connection with equity awards. ▪ No repricing of options or stock appreciation rights. The Amended 2018 Plan explicitly prohibits repricing options and stock appreciation rights in any manner without shareholder approval, including canceling awards in exchange for cash or for another award under the Amended 2018 Plan. ▪ Minimum 1-year vesting requirement. Under the Amended 2018 Plan, options and stock appreciation rights do not vest and become exercisable, and restricted stock awards and restricted stock unit awards do not vest, until at least one year from the grant date. ▪ Equity Clawback. Equity awards granted to our named executive officers under the Amended 2018 Plan are subject to our Clawback Policy and our Recoupment Policy, as in effect from time to time, current copies of which can be found on the Corporate Governance page of the Investors section of our website at www.alkermes.com. For additional details, see the section entitled “Clawback Policy and Recoupment Policy” on page 99 of this proxy statement.

  38. Principal Features of the Amended 2018 Plan

    Principal Features of the Amended 2018 Plan The material features of the Amended 2018 Plan are described below. These descriptions are intended to be summaries only and are qualified in their entirety by the full text of the Amended 2018 Plan attached hereto as Appendix A. ▪ The Amended 2018 Plan will be administered by either the Compensation Committee or by a similar committee performing the functions of the Compensation Committee and which is comprised of not less than two independent, non-employee directors (in either case, the “Administrator”). The Administrator, in its discretion, may grant a variety of incentive awards based on our ordinary shares. The Administrator may delegate its authority and duties with respect to the granting of awards to a subcommittee of one or more members of the Board, subject to applicable law and certain limitations and guidelines set forth in the Amended Plan. ▪ The award of stock options (both incentive and non-qualified), stock appreciation rights, restricted stock unit awards, restricted stock awards, cash-based awards and performance share awards is permitted. ▪ For purposes of determining the number of our ordinary shares available for issuance under the Amended 2018 Plan, (a) the grant of any full value award (i.e., an award other than a stock option or stock appreciation right) is deemed an award of 1.8 ordinary shares for each such ordinary share actually subject to the award and shall be treated similarly if added back to the number of shares available for issuance when forfeited or canceled under the Amended 2018 Plan, (b) the grant of a stock option or stock appreciation right is deemed an award of one ordinary share for each such ordinary share actually subject to the award and shall be treated similarly if added back to the number of shares available for issuance when forfeited or canceled under the Amended 2018 Plan, (c) any Prior Plans Returning Share (as defined in the Amended 2018 Plan and described below) subject to a full value award shall be added to the number of shares available for issuance as 1.8 ordinary shares, and (d) any Prior Plans Returning Share subject to a stock option or stock appreciation right shall be added to the number of shares available for issuance as one ordinary share. The term “Prior Plans Returning Share” generally means any ordinary share underlying any outstanding award granted under the Alkermes plc 2011 Stock Option and Incentive Plan, as amended (the “2011 Plan”) or the Alkermes plc Amended and Restated 2008 Stock Option and Incentive Plan, as amended, in each case that, from and after May 20, 2020 (the date of the Company’s 2020 annual general meeting of shareholders), was or is forfeited, canceled, repurchased or otherwise terminated (other than by exercise). ▪ Our Board or the Administrator may at any time amend or discontinue the Amended 2018 Plan, and the Administrator may at any time amend or cancel any outstanding award for the purpose of satisfying changes in the law or for any other lawful purpose. However, except as otherwise provided in the applicable award certificate for a specific grant, no such action may adversely affect any rights under any outstanding award without the award holder’s consent. Additionally, no option or stock appreciation right may be repriced in any manner without shareholder approval. Amendments to the Amended 2018 Plan will be subject to approval by our shareholders to the extent required under the rules of any securities exchange or market system on which our ordinary shares are listed or any other applicable rules. Amendments shall also be subject to approval by our shareholders if and to the extent such approval is determined by the Administrator to be required by the Code in order to preserve the qualified status of incentive stock options. The maximum number of ordinary shares that may be issued under the Amended 2018 Plan is equal to the sum of the following (subject to adjustment for stock splits, stock dividends and similar events): (i) 53,447,405 ordinary shares; (ii) 1,199,965 ordinary shares, which is the number of 2011 Plan Available Shares (as defined in the 2018 Amended Plan and described below); and (iii) the Prior Plans Returning Shares, as such shares become available from time to time. For purposes of this limitation, shares underlying any awards granted under the Amended 2018 Plan that are forfeited, canceled, repurchased or otherwise terminated (other than by exercise) will be added back to the number of shares available for issuance under the Amended 2018 Plan. Shares tendered or held back upon exercise of an option or stock appreciation right or settlement of an award to cover the exercise price or tax withholding for such option, right or award are not added back to the number of shares available for issuance under the Amended 2018 Plan. Shares purchased in the open market with proceeds from the exercise of options or stock appreciation rights will not be added to the number of shares available for issuance under the Amended 2018 Plan. In addition, in the event that a stock appreciation right is settled in shares, the gross number of shares subject to the stock appreciation right will be deducted from the number of shares available for issuance under the Amended 2018 Plan. The shares issued under the Amended 2018 Plan may be issued from treasury or otherwise. The term “2011 Plan Available Shares” generally means the 1,199,965 ordinary shares that remained available for grant under the 2011 Plan as of May 20, 2020 (the date of the Company’s 2020 annual general meeting of shareholders), which ordinary shares ceased to be available for grant under the 2011 Plan (and became available for issuance pursuant to Awards under the 2018 Plan) as of such date.

  39. Parachute Payments

    Parachute Payments The vesting of any portion of a stock option or other award that is accelerated due to the occurrence of a change in control may cause a portion of the payments with respect to such accelerated award to be treated as “parachute payments” as defined in the Code. Any such parachute payments may be non-deductible to us, in whole or in part, and may subject the recipient to a non-deductible 20% U.S. federal excise tax on all or a portion of such payments (in addition to other taxes ordinarily payable).

  40. Aggregate Fees for 2024 and 2023

    (1) Consists of fees for services related to the audit of our annual consolidated financial statements, statutory audits and review of our quarterly consolidated financial statements, including audit of our internal controls over financial reporting. Audit fees in 2024 also include the audit of the sale of our development and manufacturing business in Athlone, Ireland. Audit fees in 2023 also include the audit of discontinued operations related to the separation of our former oncology business. Included in these amounts for 2024 and 2023 are expenses of $17,845 and $16,536, respectively. (2) Consists of audit-related fees associated with assurance services related to employee benefit plan audits. Audit-related fees in 2023 also include fees associated with the separation of our former oncology business. (3) Consists of fees for tax compliance, other than those related to the audit of our annual consolidated financial statements and review of our quarterly consolidated financial statements, and tax advisory services during 2024 and 2023. Tax fees in 2023 also include general tax consulting fees related to the separation of our former oncology business. No expenses are included in these amounts for 2024 or 2023. (4) Consists of fees for access to certain PwC online accounting resources. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who beneficially own more than 10% of our ordinary shares, to file with the SEC initial reports of ownership and reports of changes in ownership of our ordinary shares. To the Company’s knowledge, all such reports were timely filed during 2024, with the exception of one report on Form 4 for Blair Jackson related to the vesting of performance-based restricted stock unit awards, which was inadvertently filed late due to an administrative error. Ownership of the Company’s Ordinary Shares The following table and notes provide information about the beneficial ownership of our ordinary shares as of the Record Date by: • each of the Company’s current directors and Board Nominees; • the Company’s CEO; • each of the Company’s other named executive officers, as set forth in the Summary Compensation Table on page 104 of this proxy statement; and • all of the Company’s current directors and executive officers as a group. According to SEC rules, the Company has included in the column entitled “Number of Issued Ordinary Shares” all shares over which the person has sole or shared voting or investment power, and in the column entitled “Number of Ordinary Shares Issuable” all shares that the person has the right to acquire within 60 days after the Record Date through the exercise of any stock option, vesting of any stock award or other right. All shares that a person has a right to acquire within 60 days of the Record Date are deemed outstanding for the purpose of computing the percentage beneficially owned by the person, but are not deemed outstanding for the purpose of computing the percentage beneficially owned by any other person. Unless otherwise indicated, each person has the sole power (except to the extent authority is shared by spouses) to invest and vote the shares listed opposite the person’s name. The Company’s inclusion of shares in this table as beneficially owned is not an admission of beneficial ownership of those shares by the person listed in the table. The business address of each of the Company’s current non-employee directors and Board Nominees is c/o Alkermes, Connaught House, 1 Burlington Road, Dublin 4, Ireland, D04 C5Y6. The business address of each of the Company’s current executive officers is 900 Winter Street, Waltham, MA 02451.

  41. Board Responsiveness – Enhancements to Compensation Practices

    | Developed objective and measurable approach to the determination of STIP payouts | 2024 STIP. Enhanced STIP design to include objective, measurable, pre-determined objectives, including financial and commercial (50% weighting), neuroscience pipeline (40% weighting) and corporate responsibility (10% weighting). For additional information on the 2024 STIP, see the section entitled “2024 STIP Design In Line with Shareholder Feedback” on page 87 of this proxy statement. | | Enhanced disclosure around determination of STIP payouts | Enhanced our Compensation Discussion and Analysis disclosure detailing how our company performance, as measured against our annual corporate objectives, and the individual performance of each of our named executive officers (other than the CEO) translated into individual STIP payouts. | | Expanded use of performance-based equity | Since 2020, structured our executive compensation to ensure that a majority of the total target value of our CEO’s annual equity grant consisted of performance-based restricted stock unit awards (“PRSUs”) and expanded use of PRSUs as part of the annual equity grants for all of our named executive officers. In 2024, granted PRSUs comprising approximately 53% and 25% of the total target value of the annual equity grants to our CEO and other named executive officers, respectively. In 2025, increased the percentage of PRSUs granted to our named executive officers (other than our CEO) from 25% to 33% of the total target value of their annual equity grants, while maintaining greater than 50% of the CEO’s total target value of annual equity awards as performance-vesting. |

  42. Board Responsiveness – Enhancements to Compensation Practices

    | Double Trigger Change in Control Vesting | Since 2023, eliminated single trigger change in control vesting provisions in all equity awards granted to our named executive officers, replacing them with double trigger change in control vesting provisions. | | Tied long-term incentive plan (“LTIP”) metrics to shareholder value creation | 2024 LTIP. Incorporated three-year financial (50% weighting) and pipeline (50% weighting) performance goals that are distinct from the annual corporate objectives utilized in our 2024 STIP and that align with our long-term business strategy. Included a relative total shareholder return (“TSR”) modifier that may increase or decrease the total number of vested shares underlying the PRSUs by up to 25%. For additional information on the 2024 LTIP, see the section entitled “2024 LTIP – PRSU Design In Line with Shareholder Feedback” on page 93 of this proxy statement. | | Linked executive compensation to profitability | 2024 STIP. Included an annual objective based on the Company’s annual EBITDA expectations, as guided by the Company in February 2024. See Appendix B for information regarding the non-GAAP financial target underlying this objective. 2024 LTIP. Included a financial performance goal tied to profitability contribution from the Company’s proprietary products, to be achieved during the second or third years of the 2024 LTIP’s three-year performance period. For additional detail, see the sections entitled “2024 Corporate Objectives” beginning on page 87 of this proxy statement and “2024 LTIP – PRSU Design In Line with Shareholder Feedback” beginning on page 93 of this proxy statement. | | Incorporated corporate responsibility objectives into the Company’s short-term compensation plan | 2024 STIP. Included corporate responsibility objectives related to advancement of our corporate responsibility and sustainability strategy and human capital management initiatives in support of the business, with performance metrics focused on environmental performance, data collection and reporting, and career development, education and recruitment. For details, see the section entitled “2024 Corporate Objectives” beginning on page 87 of this proxy statement. | | Utilized a peer group that reflects our company profile | Updated our peer group at least annually to align with our Company profile, including to eliminate companies whose market capitalizations were significantly higher than ours or whose profiles were expected to change significantly based on company events. For additional detail, see the section entitled “Peer Group Selection and Review Process” on page 83 of this proxy statement. | | Expanded scope of Clawback Policy Adopted new Recoupment Policy | In May 2021, we expanded our Clawback Policy to apply to certain cash-based incentive compensation in addition to equity-based incentive compensation. Effective October 2023, we adopted our Recoupment Policy, as prescribed by Rule 10D-1 under the Exchange Act and Nasdaq Listing Rule 5608. For additional detail, see the section entitled “Clawback Policy and Recoupment Policy” beginning on page 99 of this proxy statement. |

  43. Strong Compensation Governance Attributes

    | Key Features of Our Executive Compensation Program | | | | | ☑ | Alignment of executive pay and performance | ☑ | Independent compensation consultant | | ☑ | Annual advisory vote on executive compensation program | ☑ | Annual risk assessment of compensation policies and practices | | ☑ | Annual use of performance-based equity awards for all executive officers | ☑ | Compensation Committee comprised of 100% independent directors | | ☑ | Significant portion of CEO and other executive compensation is “at-risk” | ☑ | No excessive perquisites | | ☑ | Incorporation of corporate responsibility objectives into STIP | ☑ | Clawback Policy and Recoupment Policy in respect of certain equity and cash compensation | | ☑ | Incorporation of profitability objectives into LTIP | ☑ | Prohibition of hedging and pledging by executive officers and directors | | ☑ | Inclusion of a relative TSR modifier in LTIP to align payouts with shareholder experience | ☑ | Share ownership and holding guidelines for executive officers and directors | | ☑ | Annual review of peer group companies | ☑ | No guaranteed bonuses or base salary increases | | ☑ | Caps on payouts from our short-term and long-term incentive plans | ☑ | No tax gross-ups on severance or change in control benefits for individuals hired after 2009 | | ☑ | Double trigger change-in-control provisions in all equity awards to executives | ☑ | No repricing of underwater stock options without prior shareholder approval |

  44. Focus on Pay for Performance; Alignment with Shareholder Interests

    Focus on Pay for Performance; Alignment with Shareholder Interests We believe in a pay-for-performance approach to executive compensation that supports our business strategy and aligns the interests of our named executive officers with those of our shareholders and other stakeholders. Our executive compensation program is focused on total direct compensation opportunity utilizing a balance of compensation elements, including: ▪ Base Salary: The Compensation Committee determines base salaries for our named executive officers based on a variety of factors, including level of responsibility within the Company, experience and performance in the role, and the Compensation Committee’s competitive positioning philosophy. For information about 2024 base salaries for our named executive officers, see the section entitled “Base Salary” beginning on page 86 of this proxy statement. ▪ Short-Term Cash Incentive Compensation: The Compensation Committee designs annual incentives that incorporate near-term corporate objectives—including financial, operating, strategic, pipeline, and/or corporate responsibility-related objectives—that it believes will meaningfully advance our corporate strategy and contribute to the creation of shareholder value. For information about the annual cash performance pay awarded to our named executive officers for 2024, see the section entitled “Annual Cash Performance Pay – Short-Term Incentive Plan” beginning on page 86 of this proxy statement. Long-Term Equity Incentive Compensation: The Compensation Committee annually considers the appropriate mix of performance-vesting and time-vesting equity awards to encourage our named executive officers to focus on the Company’s ongoing and future activities and, in this context, ensures that a meaningful portion of the annual equity grants made to our named executive officers is conditioned on achievement of long-term performance goals that are aligned with our corporate strategy and the creation of long-term value for the Company and its shareholders. For information about long-term equity awards granted to our named executive officers in 2024, see the section entitled “Long-Term Equity Incentive Compensation – Annual Grant” beginning on page 93 of this proxy statement.

  45. Pay Mix – Significant Portion of Executive Compensation is “At-Risk”

    Pay Mix – Significant Portion of Executive Compensation is “At-Risk” A significant portion of the target total direct compensation opportunity for each of our named executive officers, including our CEO, is comprised of “at-risk” compensation in the form of annual cash performance pay opportunities and long-term equity awards which are either performance-vesting awards tied to achievement of pre-determined corporate objectives designed to drive value creation for our shareholders, or time-vesting awards that, in the case of stock options, have value only if our share price increases from the price on the grant date or, in the case of restricted stock unit awards (“RSUs”), have value that fluctuates based on our share price performance. The following chart represents the breakdown of 2024 total direct compensation for our CEO and the average breakdown for our other named executive officers, and illustrates the predominance of long-term equity incentives, performance-based components, and compensation that is “at-risk” in our executive pay. Included in each chart are: (i) the approved annual base salary for 2024; (ii) the annual bonus award paid for 2024; and (iii) the approved target value of equity awards granted in 2024.

  46. 2024 Equity Grants Conditioned on Performance

    2024 Equity Grants Conditioned on Performance The Compensation Committee conditioned: ▪ Approximately 53% of the total target value of our CEO’s 2024 annual equity grant; and ▪ 25% of the total target value of the 2024 annual equity grants made to each of our other named executive officers, on the achievement, over a three-year performance period, of financial and pipeline goals intended to increase shareholder value over the long-term, and on relative total shareholder return over the same period, to align executive compensation with shareholder experience. All equity awards granted to our named executive officers in 2024 contained double trigger change in control vesting provisions. For additional detail regarding the long-term equity awards granted to our named executive officers in 2024, see the section entitled “Long-Term Equity Incentive Compensation – Annual Grant” beginning on page 93 of this proxy statement.

  47. 2024 STIP and LTIP Designs Reflective of Shareholder Feedback

    2024 STIP and LTIP Designs Reflective of Shareholder Feedback Our Compensation Committee approved 2024 STIP and 2024 LTIP designs that include short-term and long-term, respectively, measurable, performance-based pre-determined goals–including financial, operational, pipeline and corporate responsibility-related goals–that aligned with the Company’s short-term and long-term business priorities, respectively, and with shareholder feedback.

  48. 2024 STIP and LTIP Designs Reflective of Shareholder Feedback

    | 2024 STIP (Annual Cash Bonus) | | 2024 LTIP (Long-Term Equity) | | | | Time-Based | | | | • Stock Options / RSUs • 4-year annual vesting | | | | Performance-Based (53% for CEO; 25% for other NEOs) | | | | | | CEO Payout | 100% Company Performance | | | Other NEO Payouts | 75% Company Performance; 25% Individual Performance | |

  49. Performance-Based Achievements and Payouts in 2024

    Performance-Based Achievements and Payouts in 2024

  50. Annual Bonus Payouts Based on Pay-for-Performance Philosophy

    Annual Bonus Payouts Based on Pay-for-Performance Philosophy 2024 was a year of important achievements that furthered our short- and long-term objectives and supported significant cash generation and value creation for our shareholders. Our 2024 corporate objectives were each set at a level that our Compensation Committee considered rigorous and attainable only with strong performance, and emphasized the Company’s strategic business priorities, including, among others, profitability, capital allocation, advancement of our pipeline, commercial and manufacturing execution, and advancement of our corporate responsibility initiatives. In recognition of the Company’s performance in 2024, the Compensation Committee approved a Company performance payout percentage of 100% under the 2024 STIP. After assessing the individual performance of each named executive officer (other than our CEO, whose annual cash performance pay opportunity was based entirely on Company performance), the Compensation Committee approved 2024 STIP cash performance payouts for our named executive officers ranging from 100% to 110% of their performance pay targets.

  51. 2022 LTIP Achievements and Payout

    2022 LTIP Achievements and Payout

  52. 2022 LTIP Achievements and Payout

    | 2022 PRSUs Performance Goals | % Weighting | Achievement Level | Total Vested (% of category) | Total Vested (% of PRSUs) | | Financial | 40% | Between threshold and target performance, resulting in linear interpolation between the two | 80.8% of metric weighting | 32.32% | | Commercial | 30% | Below threshold performance | None | 0% | | Pipeline | 30% | Stretch performance | 150% of metric weighting | 45% | | Payout (% of Target) | | | | 77.32% | | | | | | x | | Relative TSR Modifier | +/- 25% | ~80th percentile of iShares Biotechnology ETF | + 25% | 1.25x | | Actual Payout (% of Target) | | | | 96.65% |

  53. 2022 LTIP Achievements and Payout

    For additional details on 2024 performance-based achievements and payouts to our named executive officers, see the sections entitled “2024 Cash Performance Payouts” and “2022 LTIP – Achievements and Payout” beginning on page 92 and page 96 of this proxy statement, respectively.

  54. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee annually engages an independent compensation consulting firm to review market data and the Company’s various incentive programs and to advise on executive compensation structure and compensation levels. This includes assistance with establishing our cash- and equity-based compensation targets and awards in support of our business strategy, based, in large part, upon a peer group identification and assessment, and the retentive value of current holdings. In mid-2023, the Compensation Committee renewed its engagement of Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), to serve as its independent compensation consultant to provide advisory services related to executive compensation and non-employee director compensation decisions for 2024. As part of this work, Aon assisted the Compensation Committee in developing its 2024 peer group, evaluating current pay practices and philosophies, and analyzing peer group and other market data to determine 2024 compensation for our named executive officers (including performance pay targets and pay ranges, base salaries and target equity awards) and for our non-employee directors (including cash retainers and equity awards). Aon was also retained in 2024 by Company management to provide additional services, including surveys and assessments, and certain corporate governance advisory services. Aon maintains policies and practices to protect the independence of the consultants engaged by the Compensation Committee. In mid-2024, following a comprehensive process in which it evaluated independent compensation consultant firms, the Compensation Committee decided to retain Alpine Rewards LLC (“Alpine”) as a new independent compensation consultant to provide advisory services related to both executive compensation decisions for the remainder of the 2024 compensation cycle, including analyzing peer group and other market data to determine 2024 annual cash performance payouts for our named executive officers, and executive compensation and non-employee director compensation decisions for 2025. Alpine was not engaged by the Company to provide any additional services other than the services requested by or on behalf of the Compensation Committee. The Compensation Committee, in its sole authority, has the right to retain or terminate outside compensation consultants. The Compensation Committee considered whether the work of either Aon or Alpine caused any conflict of interest and concluded that there was no conflict.

  55. Competitive Assessment of Compensation – Peer Companies and Market Data

    Competitive Assessment of Compensation – Peer Companies and Market Data We seek to attract and retain highly-qualified executive officers in an extremely competitive market. The Compensation Committee believes that it is important, when making compensation decisions, to be informed as to the current practices of comparable public companies with which we compete for executive talent.

  56. Market Data

    Market Data At the direction of the Compensation Committee, the independent compensation consultant periodically conducts peer group analyses to enable the Compensation Committee to compare our executive compensation program as a whole, and also the pay of individual executives, to that of our peer companies. The compensation consultant also includes data from a broader survey group of public commercial-stage biopharmaceutical companies within a relevant revenue range in each of its analyses, using data from public SEC filings and other sources of market data to construct a benchmark for comparison.

  57. Peer Group Selection and Review Process

    Peer Group Selection and Review Process The Compensation Committee reviews the composition of our peer group at least annually and revises the group as needed to account for changes in our business and in the businesses of the companies in our peer group. As a global biopharmaceutical company, we have built, and continue to devote significant resources to further develop and enhance, a comprehensive cross-functional organization designed to support product development from discovery through commercialization and lifecycle management. As part of this effort, we invest significantly in R&D, including early discovery, medicinal chemistry, translational medicine, formulation development and clinical trial operations capabilities; intellectual property prosecution, enforcement and defense; medical affairs; manufacturing operations; U.S. federal and state government affairs; regulatory affairs; sales and marketing; and market access, among other areas. There are a limited number of companies who are similar to us in terms of the diversity and complexity of our business. As such, the companies with which we compete directly for executive talent are not always similar to us in size, revenue or market capitalization. In mid-2023, when developing the recommended list of peer group companies to be used in connection with 2024 compensation decisions for our named executive officers, Aon considered a mix of quantitative and qualitative factors, including those listed in the table immediately below.

  58. Peer Group Selection and Review Process

    | Factor Considered | What We Look For | | Similar industry | Biotechnology or pharmaceutical industry (GICS codes 352010 or 352020) | | Commercial | Companies who market and sell commercial biopharmaceutical medicines, with a focus on companies who market and sell branded products (as compared to generics) | | R&D expenditure as percentage of revenue | Significant investment in R&D to develop and advance products from discovery through to regulatory approval and commercialization | | Revenue | Revenue of approximately 0.3 times to 3.0 times our then-projected annual revenue for 2023, resulting in a revenue range of $550 million to $5 billion | | Market capitalization | Market capitalization of approximately 0.3 times to 3.0 times our then-current market value, resulting in a market capitalization range of $1.7 billion to $15.5 billion, based on our 30-day average market capitalization as of June 23, 2023 | | Number of employees | Employee headcount of approximately 0.3 times to 3.0 times our then-current projected 2023 headcount, resulting in a range of 825 to 7,500 employees | | Geography/market competition | Companies with which we compete directly for executive talent, including those in geographic proximity to our sites of operation | | Alkermes in peer group | Inclusion of Alkermes in a company’s peer group, as reported in the company’s proxy statement from the prior year |

  59. 2024 Peer Group

    2024 Peer Group In September 2023, when selecting our peer group for 2024, the Compensation Committee targeted a group of 10 to 20 peers. Since few companies align with us on all of the factors considered, the Compensation Committee included in our peer group companies meeting a majority of the quantitative and qualitative criteria described above, with a greater weight placed on companies with a similar business model to ours––namely, those that market and sell commercial biopharmaceutical products, generate substantial revenue from such commercial activities and invest significantly in R&D and manufacturing—and with less of a focus placed on market capitalization. In this context, the Compensation Committee excluded from our peer group biopharmaceutical companies with business models that are dissimilar to ours, such as those that focus on over-the-counter and generic pharmaceuticals, medical diagnostics or veterinary pharmaceuticals, as we do not compete for executive talent with these companies and including them within our peer group could disadvantage us in attracting and retaining leadership talent. Following this review, the Compensation Committee determined that the Company was well-positioned in its then-current peer group and approved only incremental refinements to result in the final peer group used in making compensation decisions for 2024, as set forth in the table below under “2024 Peer Group”. In the second half of 2024, the Compensation Committee again reviewed the Company’s peer group and made incremental refinements in preparation for 2025 compensation decisions, as set forth in the table below under “2025 Peer Group”.

  60. Use of Peer Group Data

    Use of Peer Group Data At the direction of the Compensation Committee, the independent compensation consultant analyzes our peer group and other market data to prepare its executive compensation reports and recommendations each year. The timing of the Compensation Committee’s decision-making with respect to compensation for each of our named executive officers is as follows:

  61. Use of Peer Group Data

    | December | Set performance pay targets and pay ranges for upcoming year | | January | Review and adjust salaries for current year Determine prior year cash performance pay awards | | February | Determine target equity award values and equity award mix for current year Determine achievements and any resulting vesting under completed long-term incentive plans |

  62. Use of Peer Group Data

    The Compensation Committee’s philosophy is to generally target around the 50th percentile of the peer group for all elements of pay for our named executive officers. However, the comparative data provided by the compensation consultant is just one of many factors that the Compensation Committee takes into consideration in determining executive compensation. As discussed in detail in this CD&A, the Compensation Committee increases or decreases the variable elements of pay from the 50th percentile based upon actual individual and Company performance and other considerations.

  63. Executive Compensation Program Design and Key Elements

    | | | Purpose | Time Period | Payment Form | % of 2024 Total Compensation* | | | Base Salary (page 86) | ▪ Provide a fixed level of compensation that is competitive within our industry and geographic locations to attract and retain executives | Annual | Cash | | | | Annual Cash Performance Pay (page 86) | ▪ Align executive officers with business strategy and motivate them to achieve short-term corporate objectives ▪ Reward executive officers based on performance against pre-determined targets during the year | Annual | Cash | | | | Long-Term Equity Incentives (page 93) | ▪ Appropriately reward, recognize and retain key executive officers ▪ Align interests of executive officers with the Company’s long-term business strategy and the creation of shareholder value ▪ Provide executive officers with the opportunity to share in the future value of the Company that they are responsible for creating | Annual vesting over four years | Time-Vesting Options | | | | | | | Time-Vesting RSUs | | | | | ▪ Align executive compensation with specific milestones expected to drive value for our shareholders | Three-year performance period | Performance-Vesting RSUs | |

  64. Base Salary

    Base Salary In January 2024, the Compensation Committee reviewed and adjusted the base salaries of our named executive officers for 2024. In determining such adjustments, the Compensation Committee considered a number of factors, including peer group market data, the competitive market for executive talent in our industry and the geographic regions in which we operate, individual named executive officer responsibilities and contributions within the Company and the Compensation Committee’s competitive positioning philosophy. Based on this review, the Compensation Committee determined that each named executive officer should receive an increase of 4.0% in their base salary for 2024, with the exceptions of Mr. Pops and Mr. Jackson, who the Compensation Committee determined should receive increases of 3.0% and 10.0%, respectively, to align their respective base salaries closer to the 50th percentile of the base salaries of executives in similar positions at our peer group companies. As such, the following were the approved base salaries for each of our named executive officers for 2024. There were no additional adjustments to the base salaries of our named executive officers during 2024.

  65. Annual Cash Performance Pay – Short-Term Incentive Plan (STIP)

    Annual Cash Performance Pay – Short-Term Incentive Plan (STIP) Each of our named executive officers is eligible to receive an annual cash performance pay award, the amount of which is determined by the Compensation Committee based on pre-determined performance pay targets and pay ranges for each named executive officer. The Compensation Committee works with management and the Board to set annual corporate objectives—including financial, operating, pipeline, strategic and corporate responsibility-related objectives—on which the Board believes the Company should focus during the year to achieve its strategic goals. Annual cash performance payouts are based upon the Company’s performance against these annual corporate objectives and, for executive officers other than the CEO, their individual performance in contributing to the achievement of such objectives.

  66. 2024 STIP Design In Line with Shareholder Feedback

    2024 STIP Design In Line with Shareholder Feedback We design our STIPs to incentivize employees to accomplish annual goals that we believe will meaningfully advance our corporate strategy and create shareholder value. The Compensation Committee recognizes the importance to our employees and shareholders of establishing objective, measurable goals and metrics. In designing the 2024 STIP, the Compensation Committee:

  67. 2024 STIP Design In Line with Shareholder Feedback

    | ● | established pre-determined objective quantitative and qualitative metrics to assess performance against each of the Company’s 2024 corporate objectives (see the section entitled “2024 Company Performance Assessment” beginning on page 88 of this proxy statement); | | | ● | assigned relative percentage weightings (as shown in the graphic to the right) for each category of objectives, reflecting the Compensation Committee’s assessment of their relative importance in contributing to the Company’s overall business strategy and to shareholder value creation; and | | | ● | assigned relative percentage weightings for corporate and individual performance for each named executive officer for use in the determination of their annual cash performance pay as follows: | | | | | |

  68. Company Performance Payout Percentage

    Company Performance Payout Percentage Taking into account the Company’s performance in 2024 against its corporate objectives, the Compensation Committee approved a Company performance payout percentage of 100% of target performance pay for all employees, including our named executive officers. Company performance serves as a significant factor in the Compensation Committee’s determination of individual cash performance payouts for our named executive officers. • For our CEO, performance payout is 100% based on the Company performance payout percentage. • For our named executive officers other than our CEO, the Company performance payout percentage accounts for 75% of the performance payout and the remaining 25% is based on each named executive officer’s individual performance, as described in detail below.

  69. 2024 Cash Performance Payouts

    2024 Cash Performance Payouts

  70. Performance Payout for CEO

    Performance Payout for CEO In January 2025, in determining Mr. Pops’ 2024 cash performance payout, the Compensation Committee considered the Company’s 2024 performance and awarded Mr. Pops a performance payout equal to 100% of his performance pay target, consistent with the Company performance payout percentage as described above.

  71. Performance Payouts for Named Executive Officers Other than the CEO

    Performance Payouts for Named Executive Officers Other than the CEO In January 2025, in determining the cash performance payouts for each named executive officer other than the CEO, the Compensation Committee considered overall Company performance against the 2024 corporate objectives (and the corresponding Company performance payout percentage of 100% of target), the individual performance of the named executive officer as set forth above, the performance pay targets and pay ranges for each named executive officer set by the Compensation Committee in December 2023, data from Alpine regarding cash performance pay for peer group executive officers, comparable market data for experienced executive officers in the biopharmaceutical industry and the recommendations of Mr. Pops with respect to cash performance payouts for each such named executive officer. In consideration of the foregoing, the Compensation Committee approved the following 2024 cash performance payout amounts for each of our named executive officers:

  72. Performance Payouts for Named Executive Officers Other than the CEO

    | Named Executive Officer | 2024 Performance Payout Amount | 2024 Target Performance Pay as a % of Base Salary | 2024 Actual Performance Pay as a % of Base Salary | 2024 Actual Performance Pay as a % of Target Performance Pay | | Richard F. Pops | $1,214,339 | 100% | 100% | 100% | | Iain M. Brown* | $50,000 | 50% | 8% | 17% | | Blair C. Jackson | $471,900 | 60% | 66% | 110% | | David J. Gaffin | $398,736 | 60% | 60% | 100% | | Craig C. Hopkinson, M.D. | $490,090 | 60% | 66% | 110% | | C. Todd Nichols | $298,480 | 50% | 50% | 100% |

  73. Performance Payouts for Named Executive Officers Other than the CEO

    * Mr. Brown was on a medical leave of absence for a significant portion of 2024. The 2024 performance payout amount awarded to Mr. Brown was in recognition of his significant efforts and contributions in 2024 prior to his leave. The percentages shown for Mr. Brown in this table are based on his approved base salary for 2024 without regard to the amounts actually paid to Mr. Brown during 2024 in base salary and benefits under our insurance plans.

  74. Long-Term Equity Incentive Compensation – Annual Grant

    Long-Term Equity Incentive Compensation – Annual Grant We utilize long-term equity awards to align executive compensation and performance, drive the advancement of our critical business objectives, promote the creation of long-term shareholder value, and reward, incentivize and retain our employees. Consistent with this approach, a significant portion of our named executive officers’ total annual compensation is in the form of long-term equity awards. The Compensation Committee annually considers the appropriate mix of equity awards for our named executive officers. Since 2020, the Compensation Committee has incorporated PRSUs into the annual equity grants awarded to all employees at senior vice president level and above, including each of our named executive officers, to further enhance the link between pay and performance and align the interests of management with those of our shareholders.

  75. 2024 Equity Mix – Performance Awards for all Named Executive Officers

    2024 Equity Mix – Performance Awards for all Named Executive Officers In February 2024, the Compensation Committee granted the following mix of performance-vesting and time-vesting equity awards to each of our named executive officers as part of our 2024 annual equity grant:

  76. 2024 Equity Mix – Performance Awards for all Named Executive Officers

    | ● | for our CEO, approximately 53% of total target equity award value was in the form of PRSUs that vest, if earned, following a three-year performance period, with the remaining target equity award value comprised of time-vesting stock options that vest in four equal annual installments commencing on the first anniversary of the grant date; and | | ● | for our other named executive officers, 25% of total target equity award value was in the form of PRSUs that vest, if earned, following a three-year performance period, with their remaining target equity award value comprised of 25% time-vesting RSUs and 50% time-vesting stock options, all of which vest over four equal annual installments commencing on the first anniversary of the grant date. |

  77. 2024 Equity Mix – Performance Awards for all Named Executive Officers

    2025 Change to Equity Mix. In February 2025, as part of the 2025 annual equity grant, the Compensation Committee increased the percentage of performance-based equity granted to each of our named executive officers (other than the CEO) from 25% to 33% of the total target value of their annual equity awards in order to even further align their interests with those of our shareholders. The Compensation Committee continued its practice of granting greater than 50% of the total target value of our CEO’s annual equity grant as performance-vesting equity.

  78. 2024 LTIP – PRSU Design In Line with Shareholder Feedback

    2024 LTIP – PRSU Design In Line with Shareholder Feedback In February 2024, the Compensation Committee adopted the 2024 LTIP to incentivize our senior-level executives to achieve long-term performance goals designed to drive value for our shareholders, and to provide our executives with the opportunity to share in the value they are responsible for creating. The Compensation Committee incorporated the following features into the 2024 LTIP:

  79. 2024 LTIP – PRSU Design In Line with Shareholder Feedback

    | ● | PRSUs subject to multiple objective, performance-based goals, with relative percentage weightings assigned based on their criticality to the Company’s business strategy and value creation; | | ● | a three-year performance period for achievement of each of the performance goals, with no vesting opportunity until after the end of the performance period; and | | ● | a relative TSR modifier tied to share price performance compared to the iShares Biotechnology ETF (also known as the IBB Index) over the three-year performance period. |

  80. Performance goals and relative weightings aligned with strategic focus

    Performance goals and relative weightings aligned with strategic focus In establishing the 2024 LTIP performance goals and relative weightings, the Compensation Committee identified goals for the upcoming three-year period tied to the Company’s long-term corporate strategy that it believed would be appropriately rigorous and challenging for the Company and that would contribute to the creation of shareholder value. Specifically, in the 2024 LTIP, the Compensation Committee incorporated the following goals, the achievement of which would require strong R&D performance, commercial growth, continued cost management, and a high level of effort and execution by our named executive officers: Pipeline performance goals (50% weighting) related to the advancement (25% weighting) and expansion (25% weighting) of our development pipeline, with specified target and stretch performance opportunities based on the number and nature of such goals achieved during the performance period; and • Financial performance goals (50% weighting) related to proprietary product net sales growth and profitability, with specified threshold, target and stretch performance opportunities based on the number of such goals achieved during the performance period. We have not disclosed the specific performance goals and targeted levels of achievement, as they are confidential, and disclosure prior to the end of the performance period could lead to competitive harm. Distinct from 2024 STIP performance objectives. The Compensation Committee deliberately differentiated the multi-year goals in the 2024 LTIP from the annual objectives utilized in the 2024 STIP to focus our named executive officers on achievement of distinct critical measures of short-term and long-term strategic importance, all of which are designed to drive value for our shareholders.

  81. Vesting and TSR Modifier

    Vesting and TSR Modifier Vesting of the 2024 LTIP PRSUs is subject to the Compensation Committee’s determination, following the end of the performance period, of the Company’s level of achievement against each of the performance goals, with corresponding potential payouts ranging from 0% to 150% of the target number of shares awarded based on the level of achievement. To align executive compensation with shareholder experience, the number of vested PRSU shares is subject to upward or downward adjustment based on the Company’s relative TSR compared to the IBB Index over the three-year performance period, the impact of which is to increase or decrease the total number of vested shares underlying the PRSUs by up to 25%. Measuring our share price performance relative to an index serves to mitigate any impacts, positive or negative, that affect the biotechnology industry and/or share price performance more broadly and that are outside the control of our named executive officers.

  82. How Sizes of 2024 Annual Equity Grant Awards Were Determined

    How Sizes of 2024 Annual Equity Grant Awards Were Determined The Compensation Committee grants all equity awards to our named executive officers based on an aggregate target dollar value for each award.

  83. Determination of 2024 Target Award Values

    Determination of 2024 Target Award Values In February 2024, in determining the aggregate target dollar value of the annual equity awards to be granted to each of our named executive officers, the Compensation Committee took the following into consideration: (i) comparable peer group and market equity award value data provided by Aon; (ii) the criticality of each named executive officer’s skillset and expected future contributions to the achievement of the Company’s long-term strategy; (iii) the overall equity position of each named executive officer and the retentive value of such overall equity position given our share price; and (iv) the performance of the Company in 2023, including share price performance. For named executive officers other than Mr. Pops, the Compensation Committee also took into consideration the recommendations of Mr. Pops based on his assessment of their individual performance in 2023 and future expected contributions. Based upon these factors and the determined 2024 equity mix described above, the Compensation Committee approved the following target dollar values for the annual equity grants to our named executive officers:

  84. Determination of 2024 Target Award Values

    | Named Executive Officer | Time-Vesting Stock Options* | Time-Vesting Restricted Stock Unit Awards* | Performance-Vesting Restricted Stock Unit Awards* | | Richard F. Pops | $4,488,000 | $— | $5,055,800 | | Iain M. Brown | $1,350,000 | $675,000 | $675,000 | | Blair C. Jackson | $2,000,000 | $1,000,000 | $1,000,000 | | David J. Gaffin | $1,650,000 | $825,000 | $825,000 | | Craig C. Hopkinson, M.D. | $1,650,000 | $825,000 | $825,000 | | C. Todd Nichols | $1,300,000 | $650,000 | $650,000 |

  85. Conversion into Share Amounts

    | Named Executive Officer | Time-Vesting Stock Options | Time-Vesting Restricted Stock Unit Awards | Performance-Vesting Restricted Stock Unit Awards | | Richard F. Pops | 274,328 | — | 169,607 | | Iain M. Brown | 90,971 | 22,471 | 22,471 | | Blair C. Jackson | 134,771 | 33,289 | 33,289 | | David J. Gaffin | 111,186 | 27,464 | 27,464 | | Craig C. Hopkinson, M.D. | 111,186 | 27,464 | 27,464 | | C. Todd Nichols | 87,602 | 21,638 | 21,638 |

  86. Conversion into Share Amounts

    For additional information about these equity awards granted to our named executive officers in 2024, see the 2024 Grants of Plan-Based Awards table on page 106 of this proxy statement. These equity awards are subject to early vesting in certain circumstances as described in the 2018 Plan and in the section entitled “Potential Payments upon Termination or Change in Control” beginning on page 113 of this proxy statement. No other equity awards were granted to our named executive officers in 2024.

  87. 2022 LTIP – Achievements and Payout

    2022 LTIP – Achievements and Payout

  88. LTIP Design

    LTIP Design In February 2022, the Compensation Committee granted PRSUs (the “2022 PRSUs”) to all employees at senior vice president level and above, including each of our named executive officers. Vesting of the 2022 PRSUs was conditioned upon the achievement of specified performance goals over a three-year performance period and subject to a relative TSR modifier tied to the Company’s share price performance in comparison to the IBB Index over the same period which could increase or decrease the total number of vested shares underlying the 2022 PRSUs by up to 25%. The performance period for the 2022 PRSUs ended on December 31, 2024. The 2022 LTIP performance goals consisted of Commercial goals related to sales of the Company’s proprietary commercial products (30% weighting), Pipeline goals related to the Company’s lead development candidates at the time (15% weighting) and a Financial goal reflecting the Company’s then-operative long-term profitability target (40% weighting) to align executive compensation with the Company’s public commitment to R&D and commercial execution and managing the business toward long-term profitability. As previously disclosed in our 2024 definitive proxy statement filed on April 15, 2024 (our “2024 Proxy Statement”), the performance conditions underlying the 2022 PRSUs were modified (i) in August 2023, to remove the pipeline goal related to the Company’s lead oncology candidate in advance of, and conditioned upon, the Company’s planned disposition of its oncology business in November 2023, under the rationale that the Company would, following such disposition, no longer control this asset or be able to influence the achievement of this goal, and (ii) in February 2024, to increase, and make more difficult to achieve, the profitability target comprising the financial goal under the rationale that, given the Company’s significantly changed circumstances since the goal was established, the original profitability target was no longer sufficiently rigorous or aligned with shareholder interests. In connection with the first modification, the Compensation Committee allocated the weighting associated with the oncology objective to the pipeline performance goals related to ALKS 2680. In addition, in connection with the second modification, the Compensation Committee replaced the original profitability goal (FY 2024 non-GAAP net income from continuing operations as a percentage of total revenue (“NGNI margin”) of 15% to 20% of total revenues, with stretch achievement equal to FY 2024 NGNI margin of 25% of total revenues or greater) with a new, more rigorous profitability goal (threshold achievement equal to FY 2024 NGNI margin of 27.5% of total revenue and EBITDA from continuing operations as a percentage of total revenue (“EBITDA margin”) of 25% of total revenue, and target achievement equal to FY 2024 EBITDA margin of 30% of total revenues).

  89. Overall Payout

    Overall Payout In February 2025, the Compensation Committee assessed the Company’s performance against each of the pre-determined performance goals set forth in the 2022 LTIP over the three-year performance period and, based on Company performance, determined a payout of 77.32% of the total target number of shares underlying the 2022 PRSUs. After application of the relative TSR modifier set forth in the 2022 LTIP, the Compensation Committee determined an overall payout equal to 96.65% of the total target number of shares underlying the 2022 PRSUs.

  90. Overall Payout

    | 2022 PRSUs Performance Goals | % Weighting | Achievement Level | Total Vested (as % of goal category) | Total Vested (as % of all PRSUs) | | Financial | 40% | Between threshold and target performance, resulting in linear interpolation between the two | 80.8% of metric weighting | 32.32% | | Commercial | 30% | Below threshold performance | None | 0% | | Pipeline | 30% | Stretch performance | 150% of metric weighting | 45% | | Payout (% of Target) | | | | 77.32% | | | | | | x | | Relative TSR Modifier | +/- 25% | ~80th percentile of the iShares Biotechnology ETF | + 25% | 1.25x | | Actual Payout (% of Target) | | | | 96.65% |

  91. Overall Payout

    Details of the determinations in respect of the pipeline, commercial and financial performance goals, and the calculation of payouts under the 2022 LTIP, are set forth below. ❖

  92. Financial Goal Determination (40% weighting)

    | Financial Goals (40% weighting) | Payout Schedule | Achievements | Total Vested (as % of all PRSUs) | | FY 2024 NGNI margin and EBITDA margin equal to 25% and 27.5% of total revenues, respectively (Threshold) FY 2024 EBITDA of 30% of the Company’s total revenues (Target) FY 2024 EBITDA of 35% of the Company’s total revenues (Stretch) Achievement of a performance level between Threshold, Target and Stretch results in a payout that is linearly interpolated based on the level of performance | Threshold -- 50% of metric weighting Target -- 100% of metric weighting Stretch -- 150% of metric weighting | FY 2024 NGNI margin+ of 32% of total revenues and FY 2024 EBITDA margin+ of 29% of total revenues + See Appendix B for information regarding this non-GAAP financial measure | 32.32% vested (based on linear interpolation of achievement between Threshold and Target performance) |

  93. Commercial Goal Determination (30% weighting)

    Commercial Goal Determination (30% weighting) The commercial goals underlying the 2022 PRSUs consisted of a compound annual growth rate goal as measured in months of therapy for each of ARISTADA (10% weighting) and VIVITROL (10% weighting) over the three-year performance period, with pre-specified threshold, target and stretch growth rates for each product, and a unit sales goal for LYBALVI (10% weighting) for any consecutive 12-months during the performance period, with pre-specified threshold, target and stretch growth goals. The Compensation Committee determined that the Company did not achieve the commercial goals underlying the 2022 PRSUs. The compound annual growth rates, as measured in months of therapy, for each of ARISTADA and VIVITROL and the unit sales achievement for LYBALVI each fell below their respective threshold performance levels, resulting in no payout for this portion of the 2022 PRSUs. ❖

  94. Pipeline Goals Determination (30% weighting)

    | Pipeline Goals (30% weighting) | Payout Schedule | Achievements | Total Vested (as % of all PRSUs) | | Obtain positive data from ALKS 2680 phase 1 clinical studies and development activities (Target Performance) Initiate phase 2 study of ALKS 2680 (Stretch Performance) | Target -- 100% of metric weighting Stretch -- 150% of metric weighting |  Obtained complete set of positive data from ALKS 2680 phase 1b proof-of-concept study in patients with NT1, NT2 and IH in April 2024  Initiated phase 2 study of ALKS 2680 in March 2024 | 45% vested (based on achievement of the stretch performance level) |

  95. TSR Modifier Calculation (+/- 25%)

    | 2022 PRSUs | Performance Period | Comparator Index | At or Below 25th Percentile | Between 25th and 75th Percentile | At or Above 75th Percentile | | Relative TSR Modifier | Jan. 1, 2022 to Dec. 31, 2024 | iShares Biotechnology ETF (the IBB Index) | Reduced by 25% | Reduced / Increased by 1% for every percent that the Company falls below / above 50th percentile | Increased by 25% | | Company Percentile Compared to Comparator Index: 79.79th | | | Resulting Modifier = Increase total vested shares by 25% | | |

  96. Post-Termination Compensation and Benefits

    Post-Termination Compensation and Benefits We have a program in place under which each of our named executive officers receives severance benefits if such named executive officer is terminated without “cause” (as defined in each executive officer’s employment agreement with the Company) or resigns for “good reason” (e.g., a material diminution in their responsibilities, authority, powers, functions, duties or compensation or a material change in the geographic location at which such executive officer must perform their employment), subject to signing a general release of claims. Additionally, each named executive officer receives severance benefits if, within a period of time following a corporate transaction or a change in control, such executive officer is terminated without “cause” or resigns for “good reason.” The terms of, and the amounts payable under, these arrangements are described in more detail below under “Potential Payments upon Termination or Change in Control.” We provide these severance arrangements because we believe that, in a competitive market for talent, severance arrangements are necessary to attract and retain high quality executives. In addition, the change in control benefit allows and incentivizes executives to maintain their focus on our business during a period when they otherwise might be distracted.

  97. Equity Grant Timing

    Equity Grant Timing In accordance with our annual equity grant procedures, annual equity grants (consisting of stock options, RSUs and/or PRSUs) to our employees, including our executive officers, are typically granted on a pre-determined grant date in February, which date is established by our Compensation Committee no later than January of each year and occurs after the announcement of the Company’s year-end financial results and at a time when the Company’s window to trade in Company securities has reopened (which generally occurs upon the close of the second trading day following the announcement of such financial results). Our Compensation Committee or its designees also grant equity awards (consisting of stock options, RSUs and/or PRSUs) to employees at other times during the year in connection with significant personnel events, such as being newly hired or promoted. In accordance with our equity grant procedures, new hire and promotion equity grants are typically granted on our pre-determined monthly New Hire Grant Date (defined as the first Wednesday following the first Monday (or the first business day thereafter if such Wednesday is a holiday for which Nasdaq is closed) of each month). The Company does not grant equity awards in anticipation of the release of material nonpublic information (“MNPI”), and we have not timed the release of MNPI based on equity award grant dates or for the purposes of affecting the value of executive compensation. Under our equity grant procedures, if the Company determines that it is in possession of MNPI on or around an anticipated grant date, the Compensation Committee has the authority to defer the grant date. During 2024, we did not grant stock options to any named executive officer during any period beginning four business days before and ending one business day after the filing of any Form 10-Q or 10-K, or the filing or furnishing of a Form 8-K that disclosed MNPI. For information about equity grants to our non-employee directors, including the timing of such grants, see the discussion in the section entitled “Non-Employee Director Compensation Program—Equity Compensation” on page 44 of this proxy statement. For additional information about our equity compensation plan, see the section entitled “Equity Compensation Plan Information” on page 121 of this proxy statement.

  98. Summary Compensation Table

    Summary Compensation Table The following table presents and summarizes the compensation paid to, or earned by, our named executive officers for 2024, 2023 and 2022:

  99. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | (a) | (b) | (c) | (d) | (e)(2) | (f)(3) | (g)(4) | (h) | (i)(5) | (j) | | Richard F. Pops | 2024 | 1,214,339 | — | 3,640,820 | 4,044,445 | 1,214,339 | — | 17,250 | 10,131,193 | | Chief Executive Officer and Chairman | 2023 | 1,178,970 | — | 2,897,991 | 3,933,841 | 1,414,764 | — | 16,500 | 9,442,066 | | | 2022 | 1,144,631 | — | 4,157,121 | 3,852,539 | 1,144,631 | — | 15,250 | 10,314,172 | | Iain M. Brown | 2024 | 256,715(1) | — | 1,154,409 | 1,341,196 | 50,000 | — | 17,250 | 2,819,570 | | Senior Vice President, Chief Financial Officer | 2023 | 575,000 | — | 997,141 | 1,261,808 | 359,375 | — | 16,500 | 3,209,824 | | | 2022 | 550,000 | — | 1,160,755 | 1,284,189 | 302,500 | — | 15,250 | 3,312,694 | | Blair C. Jackson | 2024 | 715,000 | — | 1,699,940 | 1,986,944 | 471,900 | — | 17,250 | 4,891,034 | | Executive Vice President, Chief Operating | 2023 | 650,000 | — | 1,495,711 | 1,892,704 | 507,000 | — | 16,500 | 4,561,915 | | Officer and Chief Risk Officer; Interim Principal Financial Officer | 2022 | 600,000 | — | 1,625,016 | 1,797,854 | 432,000 | — | 15,250 | 4,470,120 | | David J. Gaffin | 2024 | 664,560 | — | 1,395,582 | 1,639,227 | 398,736 | — | 17,250 | 4,115,355 | | Executive Vice President, Chief Legal Officer, | 2023 | 639,000 | — | 1,316,222 | 1,665,586 | 498,420 | — | 16,500 | 4,135,728 | | Chief Compliance Officer and Secretary | 2022 | 614,201 | — | 1,533,595 | 1,682,506 | 446,400 | — | 15,250 | 4,291,952 | | Craig C. Hopkinson, M.D. | 2024 | 742,560 | — | 1,454,864 | 1,639,227 | 490,090 | — | 17,250 | 4,343,991 | | Executive Vice President, Research and | 2023 | 714,000 | — | 1,316,222 | 1,665,586 | 514,080 | — | 16,500 | 4,226,388 | | Development and Chief Medical Officer | 2022 | 693,000 | — | 1,625,016 | 1,797,854 | 415,800 | — | 15,250 | 4,546,920 | | C. Todd Nichols | 2024 | 596,960 | — | 1,114,855 | 1,291,526 | 298,480 | | 17,250 | 3,319,071 | | Senior Vice President, Chief Commercial Officer | | | | | | | | | |

  100. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table presents information on all grants of plan-based awards made in 2024 to our named executive officers.

  101. 2024 Grants of Plan-Based Awards Table

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of | All Other Option Awards: Number of Securities | Exercise or Base Price of | Grant Date Fair Value of Stock and | | Name | Grant Date | Compensation Committee Action Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Shares or Units (#) | Underlying Options (#) | Option Awards ($/Sh) | Option Awards ($) | | (a) | (b) | (b) | (c) | (d)(1) | (e)(1) | (f) | (g)(2) | (h)(2) | (i)(3) | (j)(4) | (k) | (l)(5) | | Richard F. Pops | — | 2/8/2024 | — | — | — | — | — | — | — | — | — | 703,548(7) | | | 2/26/2024 | 2/20/2024 | — | — | — | — | — | — | — | 274,328 | 30.04 | 4,044,445 | | | 2/26/2024 | 2/20/2024 | — | — | — | — | 161,851 | 303,470 | — | — | — | 2,826,710 | | | 4/11/2024(6) | 4/10/2024 | — | — | — | — | 7,756 | 14,542 | — | — | — | 110,562 | | | N/A | N/A | — | 1,214,339 | 2,428,678 | — | — | — | — | — | — | — | | Iain M. Brown | — | 2/8/2024 | — | — | — | — | — | — | — | — | — | 86,942(7) | | | 2/26/2024 | 2/20/2024 | — | — | — | — | — | — | 22,471 | — | — | 675,029 | | | 2/26/2024 | 2/20/2024 | — | — | — | — | — | — | — | 90,971 | 30.04 | 1,341,196 | | | 2/26/2024 | 2/20/2024 | — | — | — | — | 22,471 | 42,133 | — | — | — | 392,438 | | | N/A | N/A | — | 299,000 | 598,000 | — | — | — | — | — | — | — | | Blair C. Jackson | — | 2/8/2024 | — | — | — | — | — | — | — | — | — | 118,563(7) | | | 2/26/2024 | 2/20/2024 | — | — | — | — | — | — | 33,289 | — | — | 1,000,002 | | | 2/26/2024 | 2/20/2024 | — | — | — | — | — | — | — | 134,771 | 30.04 | 1,986,944 | | | 2/26/2024 | 2/20/2024 | — | — | — | — | 33,289 | 62,416 | — | — | — | 581,375 | | | N/A | N/A | — | 429,000 | 858,000 | — | — | — | — | — | — | — | | David J. Gaffin | — | 2/8/2024 | — | — | — | — | — | — | — | — | — | 90,904(7) | | | 2/26/2024 | 2/20/2024 | — | — | — | — | — | — | 27,464 | — | — | 825,019 | | | 2/26/2024 | 2/20/2024 | — | — | — | — | — | — | — | 111,186 | 30.04 | 1,639,227 | | | 2/26/2024 | 2/20/2024 | — | — | — | — | 27,464 | 51,495 | — | — | — | 479,659 | | | N/A | N/A | — | 398,736 | 797,472 | — | — | — | — | — | — | — | | Craig C. | — | 2/8/2024 | — | — | — | — | — | — | — | — | — | 150,186(7) | | Hopkinson, M.D. | 2/26/2024 | 2/20/2024 | — | — | — | — | — | — | 27,464 | — | — | 825,019 | | | 2/26/2024 | 2/20/2024 | — | — | — | — | — | — | — | 111,186 | 30.04 | 1,639,227 | | | 2/26/2024 | 2/20/2024 | — | — | — | — | 27,464 | 51,495 | — | — | — | 479,659 | | | N/A | N/A | — | 445,536 | 891,072 | — | — | — | — | — | — | — | | C. Todd Nichols | — | 2/8/2024 | — | — | — | — | — | — | — | — | — | 86,942(7) | | | 2/26/2024 | 2/20/2024 | — | — | — | — | — | — | 21,638 | — | — | 650,006 | | | 2/26/2024 | 2/20/2024 | — | — | — | — | — | — | — | 87,602 | 30.04 | 1,291,526 | | | 2/26/2024 | 2/20/2024 | — | — | — | — | 21,638 | 40,571 | — | — | — | 377,907 | | | N/A | N/A | — | 298,480 | 596,960 | — | — | — | — | — | — | — |

  102. Notes to 2024 Grants of Plan-Based Awards Table

    Notes to 2024 Grants of Plan-Based Awards Table Represents the target and maximum amounts that could have been earned by each named executive officer under the 2024 Performance Pay Plan for the performance period of January 1, 2024 to December 31, 2024. The cash performance pay range for Mr. Pops was 0% to 200% of base salary with a target cash performance pay of 100% of base salary. The cash performance pay range for Dr. Hopkinson and Messrs. Gaffin and Jackson was 0% to 120% of base salary with a target cash performance pay of 60% of base salary. The cash performance pay range for Messrs. Brown and Nichols was 0% to 100% of base salary with a target cash performance pay of 50% of base salary. There are no other applicable estimated future payouts under non-equity incentive plan awards for our named executive officers under the 2024 Performance Pay Plan. For more information, see the discussion in the section entitled “Annual Cash Performance Pay – Short-Term Incentive Plan” beginning on page 86 of this proxy statement, and see the Summary Compensation Table on page 104 of this proxy statement for the actual cash performance pay amounts paid to our named executive officers for performance during 2024. Represents the target and maximum payouts for the 2024 PRSUs granted under the 2018 Plan that, in order to vest, require achievement of certain financial and pipeline performance conditions over a three-year performance period and are subject to a relative TSR modifier at the end of the same performance period. For additional detail, see the section entitled “Long-Term Equity Incentive Compensation – Annual Grant” beginning on page 93 of this proxy statement. No dividend equivalents are paid on unvested restricted stock unit awards. (3) Represents time-vesting restricted stock unit awards granted under the 2018 Plan, which vest in four equal annual installments commencing on the first anniversary of the grant date. No dividend equivalents are paid on unvested restricted stock unit awards. (4) Represents time-vesting stock options granted under the 2018 Plan, which vest in four equal annual installments commencing on the first anniversary of the grant date. Certain of the stock options qualify as incentive stock options under Section 422 of the Code. (5) Represents the estimated grant date fair value of stock options and restricted stock unit awards granted to our named executive officers during 2024 and the incremental fair value ascribed to the 2021 PRSUs during 2024 (see footnote 7 below), in each case as computed in accordance with ASC 718. Assumptions used in the calculation of the fair value of option awards and stock awards granted by us during 2024 are included in footnote 2 “Summary of Significant Accounting Policies” to our consolidated financial statements for the year ended December 31, 2024 included in our Annual Report under the heading “Share-Based Compensation”. There can be no assurance that the stock options will be exercised (in which case no value will be realized by the optionee) or that the value realized upon exercise or settlement of a restricted stock unit award will equal the grant date fair value. (6) Represents 2024 PRSUs granted to Mr. Pops to correct an administrative error that resulted in his 2024 annual equity awards granted on February 26, 2024 having a total target value that was less than the value intended by the Compensation Committee. For additional detail, see the section entitled “Long-Term Equity Incentive Compensation – Annual Grant” beginning on page 93 of this proxy statement. (7) Represents the incremental fair value, as computed in accordance with ASC 718, associated with the deemed accounting modification to the 2021 PRSUs, as described in footnote 2 to the Summary Compensation Table on page 104 of this proxy statement.

  103. Narrative Disclosure to Summary Compensation Table and 2024 Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and 2024 Grants of Plan-Based Awards Table Employment Agreements. Each of our named executive officers has entered into a written employment agreement with us that provides for payment of base salary, eligibility for cash incentive compensation, participation in incentive compensation plans and employee benefit programs and potential severance benefits. For additional information regarding the base salaries, annual cash performance and long-term equity opportunities for our named executive officers, see the section entitled “Executive Compensation—Compensation Discussion and Analysis” beginning on page 75 of this proxy statement. For additional information regarding severance benefits provided under the employment agreements for our named executive officers, see the section entitled “Potential Payments upon Termination or Change in Control” beginning on page 113 of this proxy statement. Base Salaries. For information regarding 2024 base salaries for our named executive officers, see the section entitled “Base Salary” on page 86 of this proxy statement. Annual Cash Performance Pay Awards. Under our reporting officer performance pay plans, our named executive officers are eligible to receive an annual cash performance pay award based on the Company’s performance against its corporate objectives and, for named executive officers other than the CEO, the contributions of each named executive officer to the achievement of our corporate objectives and such named executive officer’s individual performance. For additional information regarding 2024 annual cash performance pay awarded to our named executive officers, see the section entitled “Annual Cash Performance Pay – Short-Term Incentive Plan” beginning on page 86 of this proxy statement. Equity Awards. Our 2018 Plan provides for the grant of stock options and stock awards to our eligible named executive officers, employees, non-employee directors and consultants. In 2024, we granted to our named executive officers time-vesting stock options and time-vesting restricted stock unit awards that vest in four equal annual installments commencing on the first anniversary of the grant date; we also granted performance-vesting restricted stock unit awards that, in order to vest, require achievement of certain financial and pipeline performance goals that are in line with our long-term business strategy over a three-year performance period and are subject to a relative TSR modifier at the end of the performance period. For additional information regarding our 2018 Plan, see Proposal 4 beginning on page 54 of this proxy statement and the summaries that follow, and for additional information regarding the equity awards granted to our named executive officers in 2024, see the 2024 Grants of Plan-Based Awards table and related footnotes above and the section entitled “Long-Term Equity Incentive Compensation – Annual Grant” beginning on page 93 of this proxy statement. As previously disclosed in our 2024 Proxy Statement, in February 2024, the Compensation Committee determined that the Company partially achieved the financial performance goal underlying the 2021 PRSUs granted pursuant to the Company’s 2021 long-term incentive plan. This determination resulted in a deemed accounting modification in accordance with ASC 718 and incremental fair value attributable to the 2021 PRSUs, which amount was reflected in the Company’s financial results for 2024 and is reflected in the above Summary Compensation Table and 2024 Grants of Plan-Based Awards Table. As previously disclosed in our 2024 Proxy Statement, in February 2024, in light of the Company’s significantly changed circumstances since adoption of the 2022 LTIP, the Compensation Committee approved a modification to the financial goal underlying the 2022 PRSUs granted pursuant to the 2022 LTIP to make such goal more difficult to achieve, as described in the section entitled “2022 LTIP – Achievements and Payout – LTIP Design” on page 96 of this proxy statement. In accordance with ASC 718, such modification did not result in any incremental fair value attributable to the 2022 PRSUs. No Option or SAR Repricing. Our 2018 Plan explicitly prohibits repricing of options and stock appreciation rights in any manner without shareholder approval, including canceling awards in exchange for cash or another award under the 2018 Plan, and we did not engage in any repricings during the year ended December 31, 2024. Other Compensatory Arrangements. See the section entitled “Additional Compensation Information” beginning on page 99 of this proxy statement for a description of other compensatory arrangements and policies applicable to our named executive officers, including our Share Ownership and Holding Guidelines, our Clawback Policy, our Recoupment Policy and our retirement and other benefits.

  104. Outstanding Equity Awards at 2024 Year End

    Outstanding Equity Awards at 2024 Year End The following table presents the outstanding equity awards held by each of our named executive officers as of December 31, 2024.

  105. Outstanding Equity Awards at 2024 Year End

    | | Option Awards* | | | | | Stock Awards* | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | (a) | (b)(1) | (c) | (d) | (e) | (f)(2) | (g)(3) | (h)(13) | (i) | (j)(13) | | Richard F. Pops | — | — | — | — | — | — | — | 190,640(9) | 5,482,806 | | | — | — | — | — | — | — | — | 136,093(10) | 3,914,035 | | | — | — | — | — | — | — | — | 127,205(11) | 3,658,416 | | | 203,999 | — | — | 69.83 | 2/26/2025 | — | — | — | — | | | 305,999 | — | — | 31.64 | 2/28/2026 | — | — | — | — | | | 203,999 | — | — | 53.50 | 2/17/2027 | — | — | — | — | | | 300,899 | — | — | 65.94 | 2/16/2028 | — | — | — | — | | | 123,419 | — | 389,844(12) | 31.93 | 2/21/2029 | — | — | — | — | | | 365,634 | — | — | 20.03 | 2/20/2030 | — | — | — | — | | | 261,772 | 87,258 | — | 19.34 | 2/22/2031 | — | — | — | — | | | 152,512 | 152,512 | — | 24.59 | 2/18/2032 | — | — | — | — | | | 72,642 | 217,928 | — | 26.82 | 2/23/2033 | — | — | — | — | | | — | 274,328 | — | 30.04 | 2/26/2034 | — | — | — | — | | Iain M. Brown | — | — | — | — | — | 7,109(4) | 204,455 | — | — | | | — | — | — | — | — | 12,709(5) | 365,511 | — | — | | | — | — | — | — | — | 17,475(7) | 502,581 | — | — | | | — | — | — | — | — | 22,471(8) | 646,266 | — | — | | | — | — | — | — | — | — | — | 24,565(9) | 706,489 | | | — | — | — | — | — | — | — | 17,475(10) | 502,581 | | | — | — | — | — | — | — | — | 16,853(11) | 484,692 | | | 18,104 | — | — | 69.83 | 2/26/2025 | — | — | — | — | | | 36,719 | — | — | 31.64 | 2/28/2026 | — | — | — | — | | | 40,799 | — | — | 53.50 | 2/17/2027 | — | — | — | — | | | 38,759 | — | — | 65.94 | 2/16/2028 | — | — | — | — | | | 75,989 | — | — | 31.93 | 2/21/2029 | — | — | — | — | | | 78,287 | — | — | 20.03 | 2/20/2030 | — | — | — | — | | | 87,021 | 29,007 | — | 19.34 | 2/22/2031 | — | — | — | — | | | 50,837 | 50,837 | — | 24.59 | 2/18/2032 | — | — | — | — | | | 23,300 | 69,902 | — | 26.82 | 2/23/2033 | — | — | — | — | | | — | 90,971 | — | 30.04 | 2/26/2034 | — | — | — | — | | Blair C. Jackson | — | — | — | — | — | 9,694(4) | 278,799 | — | — | | | — | — | — | — | — | 17,793(5) | 511,727 | — | — | | | — | — | — | — | — | 26,214(7) | 753,915 | — | — | | | — | — | — | — | — | 33,289(8) | 957,392 | — | — | | | — | — | — | — | — | — | — | 34,393(9) | 989,143 | | | — | — | — | — | — | — | — | 26,212(10) | 753,857 | | | — | — | — | — | — | — | — | 24,967(11) | 718,051 | | | 23,969 | — | — | 69.83 | 2/26/2025 | — | — | — | — | | | 45,899 | — | — | 31.64 | 2/28/2026 | — | — | — | — | | | 35,699 | — | — | 53.50 | 2/17/2027 | — | — | — | — | | | 38,759 | — | — | 65.94 | 2/16/2028 | — | — | — | — | | | 75,989 | — | — | 31.93 | 2/21/2029 | — | — | — | — | | | 78,287 | — | — | 20.03 | 2/20/2030 | — | — | — | — | | | 118,665 | 39,556 | — | 19.34 | 2/22/2031 | — | — | — | — | | | 71,172 | 71,172 | — | 24.59 | 2/18/2032 | — | — | — | — | | | 34,950 | 104,853 | — | 26.82 | 2/23/2033 | — | — | — | — | | | — | 134,771 | — | 30.04 | 2/26/2034 | — | — | — | — |

  106. Outstanding Equity Awards at 2024 Year End

    | | Option Awards* | | | | | Stock Awards* | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | (a) | (b)(1) | (c) | (d) | (e) | (f)(2) | (g)(3) | (h)(13) | (i) | (j)(13) | | David J. Gaffin | — | — | — | — | — | 7,432(4) | 213,744 | — | — | | | — | — | — | — | — | 12,709(5) | 365,511 | — | — | | | — | — | — | — | — | 4,029(6) | 115,874 | — | — | | | — | — | — | — | — | 23,068(7) | 663,436 | — | — | | | — | — | — | — | — | 27,464(8) | 789,865 | — | — | | | — | — | — | — | — | — | — | 32,350(9) | 930,386 | | | — | — | — | — | — | — | — | 23,067(10) | 663,407 | | | — | — | — | — | — | — | — | 20,598(11) | 592,398 | | | 18,104 | — | — | 69.83 | 2/26/2025 | — | — | — | — | | | 36,719 | — | — | 31.64 | 2/28/2026 | — | — | — | — | | | 40,799 | — | — | 53.50 | 2/17/2027 | — | — | — | — | | | 55,589 | — | — | 65.94 | 2/16/2028 | — | — | — | — | | | 108,833 | — | — | 31.93 | 2/21/2029 | — | — | — | — | | | 120,040 | — | — | 20.03 | 2/20/2030 | — | — | — | — | | | 90,977 | 30,326 | — | 19.34 | 2/22/2031 | — | — | — | — | | | 50,837 | 50,837 | — | 24.59 | 2/18/2032 | — | — | — | — | | | 14,694 | 14,694 | — | 24.82 | 8/3/2032 | — | — | — | — | | | 30,756 | 92,271 | — | 26.82 | 2/23/2033 | — | — | — | — | | | — | 111,186 | — | 30.04 | 2/26/2034 | — | — | — | — | | Craig C. Hopkinson, M.D. | — | — | — | — | — | 12,279(4) | 353,144 | — | — | | | — | — | — | — | — | 17,793(5) | 511,727 | — | — | | | — | — | — | — | — | 23,068(7) | 663,436 | — | — | | | — | — | — | — | — | 27,464(8) | 789,865 | — | — | | | — | — | — | — | — | — | — | 34,393(9) | 989,143 | | | — | — | — | — | — | — | — | 23,067(10) | 663,407 | | | — | — | — | — | — | — | — | 20,598(11) | 592,398 | | | 81,599 | — | — | 58.40 | 6/7/2027 | — | — | — | — | | | 55,589 | — | — | 65.94 | 2/16/2028 | — | — | — | — | | | 108,833 | — | — | 31.93 | 2/21/2029 | — | — | — | — | | | 116,722 | — | — | 20.03 | 2/20/2030 | — | — | — | — | | | 138,219 | 50,104 | — | 19.34 | 2/22/2031 | — | — | — | — | | | 59,128 | 71,172 | — | 24.59 | 2/18/2032 | — | — | — | — | | | 18,345 | 92,271 | — | 26.82 | 2/23/2033 | — | — | — | — | | | — | 111,186 | — | 30.04 | 2/26/2034 | — | — | — | — | | C. Todd Nichols | — | — | — | — | — | 7,109(4) | 204,455 | — | — | | | — | — | — | — | — | 12,709(5) | 365,511 | — | — | | | — | — | — | — | — | 19,223(7) | 552,853 | — | — | | | — | — | — | — | — | 21,638(8) | 622,309 | — | — | | | — | — | — | — | — | — | — | 24,565(9) | 706,489 | | | — | — | — | — | — | — | — | 19,222(10) | 552,825 | | | — | — | — | — | — | — | — | 16,228(11) | 466,717 | | | 50,999 | — | — | 22.94 | 6/5/2029 | — | — | — | — | | | 45,212 | — | — | 20.03 | 2/20/2030 | — | — | — | — | | | 87,021 | 29,007 | — | 19.34 | 2/22/2031 | — | — | — | — | | | 50,837 | 50,837 | — | 24.59 | 2/18/2032 | — | — | — | — | | | 25,630 | 76,892 | — | 26.82 | 2/23/2033 | — | — | — | — | | | — | 87,602 | — | 30.04 | 2/26/2034 | — | — | — | — |

  107. Outstanding Equity Awards at 2024 Year End

    * For equity awards granted prior to the separation of the Company’s former oncology business in November 2023, the number of shares or units and/or exercise prices for the equity awards reported reflect the subsequent adjustments that were made to such awards in connection with the separation in accordance with the provisions of the 2018 Plan.

  108. Notes to Outstanding Equity Awards Table

    Notes to Outstanding Equity Awards Table The grant date of all stock options is ten years prior to the option expiration date (shown in column (f)). With the exception of the amounts in column (d), all stock options vest in four equal annual installments, commencing on the first anniversary of the grant date. Stock options granted in 2018 or earlier were granted under the 2011 Plan. Stock options granted in 2019 or later were granted under the 2018 Plan. (2) Stock options expire ten years from the grant date. (3) Time-vesting restricted stock unit awards vest in four equal annual installments, commencing on the first anniversary of the grant date. No dividend equivalents are paid on restricted stock unit awards. (4) Time-vesting restricted stock unit awards granted on February 22, 2021 under the 2018 Plan. (5) Time-vesting restricted stock unit awards granted on February 18, 2022 under the 2018 Plan. (6) Time-vesting restricted stock unit awards granted on August 3, 2022 under the 2018 Plan. (7) Time-vesting restricted stock unit awards granted on February 23, 2023 under the 2018 Plan. (8) Time-vesting restricted stock unit awards granted on February 26, 2024 under the 2018 Plan. (9) Performance-vesting restricted stock unit awards granted on February 22, 2022 or August 3, 2022 under the 2018 Plan that, in order to vest, required achievement of certain financial, commercial and pipeline performance conditions over a three-year performance period ending on December 31, 2024 and that were subject to a relative TSR modifier at the end of the performance period. For additional detail, see the section entitled “2022 LTIP – Achievements and Payout” beginning on page 96 of this proxy statement. The amounts shown in column (i) represent the actual number of shares that vested on February 6, 2025. Such shares were earned based on achievement at stretch level of the pipeline performance conditions underlying the performance-vesting restricted stock unit awards (resulting in vesting of 45% of the total award), achievement linearly interpolated between threshold and target of the financial performance conditions underlying the performance-vesting restricted stock unit awards (resulting in vesting of 32.3% of the total award), no achievement of the commercial performance conditions underlying the performance-vesting restricted stock unit awards (resulting in no vesting for this portion of the award), and application of the relative TSR modifier (resulting in vesting of an additional 25% of the total vested PRSUs under the award). No dividend equivalents are paid on restricted stock unit awards. (10) Performance-vesting restricted stock unit awards granted on February 23, 2023 under the 2018 Plan that, in order to vest, require achievement of certain financial and pipeline performance conditions over a three-year performance period ending on December 31, 2025 and that are subject to a relative TSR modifier at the end of the performance period. For additional detail, see the section entitled “Long-Term Equity Incentive Compensation – Annual Grant” beginning on page 93 of the Company’s 2024 Proxy Statement. As of December 31, 2024, none of the performance criteria underlying these performance-vesting restricted stock unit awards had been achieved. As such, the amounts shown reflect threshold achievement under the pipeline performance condition portion of the restricted stock unit awards and target achievement of the financial performance condition portion of the restricted stock unit awards (as there is no threshold earning opportunity for such portion of the award). No dividend equivalents are paid on restricted stock unit awards. Performance-vesting restricted stock unit awards granted on February 26, 2024 or April 11, 2024 under the 2018 Plan that, in order to vest, require achievement of certain financial and pipeline performance conditions over a three-year performance period ending on December 31, 2026 and that are subject to a relative TSR modifier at the end of the performance period. For additional detail, see the section entitled “Long-Term Equity Incentive Compensation – Annual Grant” beginning on page 93 of this proxy statement. As of December 31, 2024, none of the performance criteria underlying these performance-vesting restricted stock unit awards had been achieved. As such, the amounts shown reflect threshold achievement under the financial performance condition portion of the restricted stock unit awards and target achievement of the pipeline performance condition portion of the restricted stock unit awards (as there is no threshold earning opportunity for such portion of the award). No dividend equivalents are paid on restricted stock unit awards. Performance- and time-vesting stock options granted under the 2018 Plan that, in order to vest, require the achievement of a greater than 50% increase in the Company’s share price from their grant date value for 30 consecutive trading days, and were additionally subject to time-based vesting in four equal annual installments commencing on the first anniversary of the grant date. Though the time-vesting condition of these stock options was met in full on February 21, 2023, the fourth anniversary of the grant date, these options will not vest and become exercisable until the share price performance condition is met. Market value is based on the closing price of our ordinary shares on December 31, 2024 as reported by Nasdaq, which was $28.76.

  109. 2024 Options Exercised and Stock Vested

    2024 Options Exercised and Stock Vested The following table presents information regarding option exercises and vesting of restricted stock unit awards for each named executive officer during 2024:

  110. 2024 Options Exercised and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | (a) | (b) | (c) | (d) | (e) | | Richard F. Pops | — | — | 218,551 | 5,850,610 | | Iain M. Brown | — | — | 50,980 | 1,447,578 | | Blair C. Jackson | — | — | 68,842 | 1,953,181 | | David J. Gaffin | — | — | 58,906 | 1,676,620 | | Craig C. Hopkinson, M.D. | 92,055 | 892,163 | 85,819 | 2,430,587 | | C. Todd Nichols | — | — | 50,783 | 1,441,114 |

  111. 2024 Pension Benefits and Nonqualified Deferred Compensation

    2024 Pension Benefits and Nonqualified Deferred Compensation None of our named executive officers participate in, or have account balances in, qualified or non-qualified defined benefit plans sponsored by us or defined contribution plans maintained by us.

  112. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Termination. If, during the term of a named executive officer’s employment agreement with us, we terminate such named executive officer’s employment without “cause” or such named executive officer terminates their employment for “good reason” (e.g., a material diminution in their responsibilities, authority, powers, functions, duties or compensation or a material change in the geographic location at which they must perform their employment) and such named executive officer thereafter signs a general release of claims, we will provide severance, as follows: to Mr. Pops, over a twenty-four-month period, we will pay an amount equal to two times the sum of (i) current base salary, plus (ii) the average of the annual cash incentive compensation received for the two immediately preceding years, and will provide for continued participation in our health benefit plans during such twenty-four-month period; and to Messrs. Brown, Gaffin, Jackson and Nichols and to Dr. Hopkinson, over a twelve-month period, we will pay an amount equal to the sum of (i) current base salary, plus (ii) the average of the annual cash incentive compensation received for the two immediately preceding years, and will provide for continued participation in our health benefit plans during such twelve-month period. Change in Control. Under the employment agreements with our named executive officers, if, during the two-year period following a change in control, the employment of such named executive officer is terminated without “cause” or if such named executive officer terminates their employment for “good reason,” such executive officer shall be paid a pro-rata amount of their base salary for the year in which their termination occurs and a pro-rata annual cash incentive compensation (based upon the average of such executive officer’s annual cash incentive compensation for the prior two years) for the year in which the termination occurs. Additionally, such executive officer will receive a lump sum payment equal to: for Mr. Pops, two times; and for Messrs. Brown, Gaffin, Jackson and Nichols and Dr. Hopkinson, one and one-half times, the sum of their then-base salary (or the base salary in effect at the time of the change in control, if higher), plus an amount equal to the average of the annual cash incentive compensation they received for the two immediately preceding years. Messrs. Pops, Brown, Gaffin, Jackson and Nichols and Dr. Hopkinson would also be entitled to continued participation in our health benefit plans: for Mr. Pops, for a period of two years following the date of termination; and for Messrs. Brown, Gaffin, Jackson and Nichols and Dr. Hopkinson, for a period of eighteen months following the date of termination. These change in control payments are expressly in lieu of, and supersede, those severance payments and benefits otherwise payable if such executive officer is terminated without “cause” or if such executive officer terminates their employment for good reason, provided that such termination occurs within two years after the occurrence of the first event constituting a change in control and that such first event occurs during the period of employment of the named executive officer. Messrs. Pops and Jackson are also entitled to a “gross-up payment” equal to the excise tax imposed upon the severance payment made in the event of a change in control, if any payment or benefit to the executive, whether pursuant to the employment agreement or otherwise, is considered an “excess parachute payment” and subject to an excise tax under the Code. In 2009, we discontinued providing such gross-up payments to newly hired employees. Messrs. Brown, Gaffin and Nichols and Dr. Hopkinson are not entitled to a gross-up payment in the event of a change in control. Under the terms of our 2018 Plan, the Administrator has the authority to determine the conditions under which any award under such plan will become exercisable in the event of a change in control (referred to as a Sale Event in the 2018 Plan). For equity awards granted to our named executive officers prior to February 2023, upon a change in control, all such then-outstanding stock options would become vested and exercisable, all such then-outstanding time-vesting stock awards would become vested, and all such then-outstanding performance-vesting restricted stock unit awards may become vested and nonforfeitable in the Administrator’s discretion. For equity awards granted to our named executive officers from and after February 2023, in the event of a change in control, the vesting of any such awards would only accelerate if, within a two-year period following such change in control, a named executive officer is terminated without “cause” or resigns for “good reason.”

  113. Tabular Disclosure of Pay Versus Performance

    Tabular Disclosure of Pay Versus Performance The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” is required by the SEC’s rules and, as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually earned, realized or received by the individuals and the compensation decisions described in our Compensation Discussion and Analysis beginning on page 75 of this proxy statement.

  114. Tabular Disclosure of Pay Versus Performance

    | | Summary Compensation | Compensation Actually | Average Summary Compensation | Average Compensation Actually Paid to | Value of Initial Fixed $100 Investment Based on:(3) | | | EBITDA(4) from | | Year | Table Total for PEO(1) ($) | Paid to PEO(1)(2) ($) | Table Total for Non-PEO NEOs(1) ($) | Non-PEO NEOs(1)(2) ($) | TSR ($) | Peer Group TSR ($) | Net Income (Loss) ($ Millions) | Continuing Operations ($ Millions) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 10,131,193 | 14,626,813 | 3,897,805 | 4,740,491 | 143.27 | 118.20 | 367.1 | 452.4 | | 2023 | 9,442,066 | 8,983,892 | 4,033,464 | 4,190,097 | 138.19 | 118.87 | 355.8 | 486.3 | | 2022 | 10,314,172 | 8,321,591 | 4,155,421 | 4,206,760 | 128.09 | 113.65 | (158.3) | 50.6 | | 2021 | 8,846,588 | 11,225,263 | 2,942,671 | 2,882,217 | 114.02 | 126.45 | (48.2) | 175.2 | | 2020 | 8,041,702 | 6,883,292 | 2,882,616 | 2,656,656 | 97.79 | 126.42 | (110.9) | (13.0) |

  115. Tabular Disclosure of Pay Versus Performance

    (1) Richard F. Pops was our PEO for each year presented. The individuals comprising the non-PEO NEOs for each year presented are listed below.

  116. Tabular Disclosure of Pay Versus Performance

    | 2020 | 2021 | 2022 | 2023 | 2024 | | James M. Frates | Iain M. Brown | Iain M. Brown | Iain M. Brown | Iain M. Brown | | David J. Gaffin | James M. Frates | David J. Gaffin | David J. Gaffin | Blair C. Jackson | | Craig C. Hopkinson, M.D. | David J. Gaffin | Craig C. Hopkinson, M.D. | Craig C. Hopkinson, M.D. | David J. Gaffin | | Michael J. Landine | Craig C. Hopkinson, M.D. | Blair C. Jackson | Blair C. Jackson | Craig C. Hopkinson, M.D. | | | Blair C. Jackson | | | C. Todd Nichols |

  117. Tabular Disclosure of Pay Versus Performance

    (2) For 2024, the amounts shown reflect the exclusion and inclusion of those certain amounts for the PEO and the non-PEO NEOs shown in the following tables. Equity values are calculated in accordance with ASC 718. Amounts shown in each of the Exclusion of Stock Awards and Option Awards columns are equal to the total amounts from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table on page 104 of this proxy statement.

  118. Tabular Disclosure of Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2024 | 10,131,193 | (7,685,265) | 12,180,885 | 14,626,813 |

  119. Tabular Disclosure of Pay Versus Performance

    | 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 3,897,805 | (2,943,554) | 3,786,240 | 4,740,491 |

  120. Tabular Disclosure of Pay Versus Performance

    The amounts shown in the Inclusion of Equity Values column in the above tables are derived from the following amounts:

  121. Tabular Disclosure of Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total - Inclusion of Equity Values for PEO* ($) | | 2024 | 4,987,121 | 2,332,914 | 4,860,850 | — | 12,180,885 |

  122. Tabular Disclosure of Pay Versus Performance

    | 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 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 ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs* ($) | | 2024 | 2,378,323 | 478,496 | 929,421 | — | 3,786,240 |

  123. Tabular Disclosure of Pay Versus Performance

    * The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. (3) The peer group TSR shown 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. The comparison assumes $100 was invested in the Company and in the Nasdaq Biotechnology Index, respectively, for the period starting December 31, 2019 through the end of the year shown. Historical share price performance is not necessarily indicative of future share price performance. (4) We determined EBITDA from continuing operations to be the most important financial performance measure used to link Company performance to compensation actually paid to our PEO and non-PEO NEOs in 2024. The amount shown in this column for 2020 represents EBITDA rather than EBITDA from continuing operations, as following the separation in November 2023 of our former oncology business (which was classified as a discontinued operation in accordance with Financial Accounting Standards Board Accounting Standards Codification 205-20, or ASC 205-20, Discontinued Operations), applicable accounting guidance did not require that we calculate discontinued operations for fiscal years prior to 2021. See Appendix B for information regarding this non-GAAP financial measure.

  124. Relationship Between Compensation Actually Paid and Financial Performance Measures

    Relationship Between Compensation Actually Paid and Financial Performance Measures As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between our TSR and that of the Nasdaq Biotechnology Index. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years. Pay Ratio For 2024, the annual total compensation for our CEO, including the value of employer paid health care benefits, as discussed below, was $10,151,430 and for our median employee was $225,915 (also including the value of employer paid health care benefits), resulting in a pay ratio of approximately 45 to 1. The annual total compensation for our CEO in this pay ratio disclosure differs from the annual total compensation amounts reflected in the Summary Compensation Table on page 104 of this proxy statement because we included the value of employer paid health care benefits (estimated for our CEO and eligible dependents at $20,237) in order to produce a more representative disclosure of our employees’ compensation. We also added the value of employer paid health care benefits to the median compensated employee’s compensation for purposes of this pay ratio disclosure. The annual total compensation for our median compensated employee does not represent an average of the compensation paid to our employees, but rather it is the compensation paid to the particular employee identified as our median employee. We identified the median employee for 2024 by (i) aggregating for each applicable employee (A) base salary as of October 1, 2024 (or wages multiplied by annual work schedule, for hourly employees), (B) the target bonus for 2024 and (C) the estimated fair value of any equity awards granted during 2024, and (ii) ranking this annual compensation measure for our employees from lowest to highest. This methodology resulted in the identification of an employee hired in August 2024 as the median employee who, based upon their start date, would be eligible for a significantly prorated bonus for 2024; for this reason, we identified the next closest employee to the median who would have been eligible for a more representative 2024 bonus and whose compensation was therefore viewed by us as more representative of our general compensation practices. This calculation was performed for 1,726 individuals, excluding our CEO, who were employed by us on October 1, 2024, whether employed on a full-time or part-time basis. In order to present a more accurate representation of comparative annual compensation, we annualized compensation for any employees that were only employed for part of 2024, and converted amounts paid in a currency other than U.S. dollars to U.S. dollars based on the exchange rate on October 1, 2024. No employees located in jurisdictions outside of the U.S. were excluded from the calculation under the regulation’s de minimis exemption. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K (the “Rule”). In light of the numerous different methodologies, assumptions, adjustments and estimates that companies may apply in compliance with the Rule, this information should not be used as a basis for comparison between different companies. Certain Relationships and Related Person Transactions

  125. Procedure for Recommendations by Shareholders of Director Nominees

    Procedure for Recommendations by Shareholders of Director Nominees The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders for nomination by the Board for election at an annual general meeting of shareholders. A shareholder who wishes to recommend individuals for consideration by the Nominating and Corporate Governance Committee and the Board may do so only by delivering a written recommendation to our Company Secretary at Alkermes plc, Connaught House, 1 Burlington Road, Dublin 4, Ireland, D04 C5Y6, Attention: Company Secretary, with the director candidate’s name, biographical information and qualifications, and a document providing evidence of the director candidate’s willingness to serve if elected.

  126. Procedure for Nomination by Shareholders of Director Nominees

    Procedure for Nomination by Shareholders of Director Nominees The above procedure applies to recommendations by shareholders of director candidates to be nominated by the Board. Shareholders who instead desire to nominate on their own behalf one or more persons for election to the Board at an annual general meeting of shareholders must comply with the deadlines and other requirements set forth in the Company’s Articles of Association in respect of shareholder nominations, including the applicable notice, information and consent provisions. Pursuant to our Articles of Association, nominations by our shareholders of persons for election to the Board at our 2026 annual general meeting of shareholders must be received by our Company Secretary between October 9, 2025 and December 8, 2025; provided, however, that in the event that the date of our 2026 annual general meeting of shareholders is changed by more than 30 days from the first anniversary date of the Annual Meeting, notice must be delivered no earlier than 180 days prior to, nor later than 120 days prior to, our 2026 annual general meeting of shareholders or, if later, the 10th day following the day on which public announcement of the date of our 2026 annual general meeting of shareholders is first made. In addition to the applicable notice requirements under our Articles of Association described in the preceding paragraph, in order to comply with the SEC’s universal proxy rules, shareholders who desire to nominate one or more persons for election to the Board at our 2026 annual general meeting of shareholders must provide notice to the Company by the same deadline noted in the preceding paragraph and such notice must comply with the additional requirements of Rule 14a-19(b) under the Exchange Act.