DEF 14A of Mereo BioPharma Group plc, Apr 8, 2025

DEF 14A of Mereo BioPharma Group plc

Filed Apr 8, 2025 · FY20240000950170-25-051800

Open on EDGAR

  1. What are the voting recommendations of our Board regarding the election of directors and other proposals?

    What are the voting recommendations of our Board regarding the election of directors and other proposals? The following table summarizes the items that will be brought for a vote of our shareholders at the Meeting, along with the Board’s voting recommendations.

  2. What are the voting recommendations of our Board regarding the election of directors and other proposals?

    | Proposal | Description of Proposal | Board’s Recommendation | | 1 | To receive and adopt the U.K. statutory annual report and accounts for the year ended December 31, 2024 | FOR | | 2 | Re-appointment of PricewaterhouseCoopers LLP as the Company’s auditors, to hold office until the conclusion of the next annual general meeting of shareholders at which the Company’s annual report and accounts are presented | FOR | | 3 | Authorization of the Audit and Risk Committee to determine PwC’s remuneration. | FOR | | 4 | Approval of our U.K. directors’ remuneration report (excluding the directors’ remuneration policy), as set out in the Company’s annual report and accounts for the year ended December 31, 2024, on an advisory (non-binding) basis | FOR | | 5 | Approval of the compensation of the Company’s named executive officers, on an advisory (non-binding) basis | FOR | | 6 | Approval of the frequency of future advisory votes on the compensation of the Company’s named executive officers, on an advisory (non-binding) basis | THREE YEARS | | 7 | Re-appointment of Dr. Deepika Pakianathan as a director | FOR | | 8 | Re-appointment of Dr. Pierre Jacquet as a director | FOR | | 9 | Re-appointment of Michael Wyzga as a director | FOR |

  3. DIRECTORS

    DIRECTORS Our Board of Directors currently consists of ten directors. Our Articles of Association require any director (i) in office who has been appointed by the Board since the previous general meeting, or (ii) for whom it is the third annual general meeting following the annual general meeting at which they were elected or last re-elected, to retire from office and (if they wish to continue to serve on the Board) stand for re-election by our shareholders. This is a constitutional arrangement that is routinely adopted by public limited companies incorporated in the United Kingdom. These provisions apply equally to all directors and ensure that each director is required to stand for re-election by our shareholders at regular intervals. For the avoidance of doubt, this arrangement does not amount to a “classified board” or “staggered board” structure of the sort adopted by some U.S. public companies, which typically have the intention of entrenching the positions of certain directors on a board. Having carried out an evaluation of the individual performance of each of Dr. Deepika Pakianathan, Dr. Pierre Jacquet and Michael Wyzga with the support of the Nomination and Corporate Governance Committee, the Board is satisfied that their performance continues to be effective and that they continue to demonstrate commitment to their roles. The Board considers that it is entirely appropriate for each of Dr. Deepika Pakianathan, Dr. Pierre Jacquet and Michael Wyzga to seek re-election at the Meeting. Each of the above directors has been nominated for re-election and no other nominees for directors have been presented. Therefore, it is anticipated that following the Meeting, if all of the above directors are re-elected, the Board of Directors will be comprised of ten members. In connection with proposals 7 through 9, we set forth the biographical information for the nominees to our Board of Directors. For biographical information for the other directors see the section titled “Board of Directors and Corporate Governance.”

  4. Director Nominees

    Director Nominees The biographical information for Dr. Deepika Pakianathan, Dr. Pierre Jacquet and Michael Wyzga, the nominees to our Board, is provided in “Proposal 7 — Re-election of Dr. Deepika Pakianathan to the Board of Directors,” “Proposal 8 — Re-election of Dr. Pierre Jacquet to the Board of Directors,” and “Proposal 9 — Re-election of Michael Wyzga to the Board of Directors.”

  5. Continuing Directors

    Continuing Directors Biographical information for those directors who are not standing for re-election at this Meeting and who will remain seated following the Meeting follows below. Dr. Denise Scots-Knight. Dr. Scots-Knight has served as our Chief Executive Officer since July 2015 and as a member of our Board of Directors since our formation. From 2010 until joining us, Dr. Scots-Knight was the Managing Partner of Phase4 Partners Ltd. (“Phase4”), a global life science venture capital firm. Dr. Scots-Knight is currently a board member of Elanco Animal Health Incorporated (NYSE: ELAN). Dr. Scots-Knight previously served as a member of the board of directors of Idenix Pharmaceuticals (acquired by Merck), Albireo (acquired by Ipsen) and OncoMed and was an observer on the board of Proteolix (acquired by Onyx Pharma). Dr. Scots-Knight holds a B.Sc. (Hons.) and a Ph.D. from Birmingham University and was a Fulbright scholar at the University of Berkeley California. Dr. Jeremy Bender. Dr. Bender has served on our Board of Directors since October 2020. Dr. Bender is Chief Executive Officer and President of DayOne Biopharmaceuticals, Inc. (NASDAQ: DAWN). Dr. Bender also serves on the board of directors of Fusion Pharmaceuticals, Inc. Previously he served as Vice President of Corporate Development at Gilead Sciences, Inc., where he was responsible for development and negotiation of partnerships, alliances, joint ventures, equity investments, licensing agreements and M&A transactions. Dr. Bender joined Gilead from Tizona Therapeutics, Inc., where he was Chief Operating Officer. Prior to Tizona, he was Chief Business Officer of Sutro Biopharma, Inc. Dr. Bender received his undergraduate degree in Biological Sciences from Stanford University and his Ph.D. in Microbiology & Immunology from the University of Colorado. He also holds an M.B.A. from the MIT Sloan School of Management. Dr. Anders Ekblom. Dr. Ekblom has served on our Board of Directors since July 2015. Dr. Ekblom has held a number of executive positions at AstraZeneca, including Executive Vice President Global Drug Development, Executive Vice President Global Medicines Development, Global Head Clinical Development and Chief Executive Officer of AstraZeneca AB Sweden. He currently serves as Chairman of the Board of Alligator Bioscience AB, Atrogi AB, Elypta AB and Xspray Pharma AB, and on the boards of directors of AnaMar AB, Flerie AB and Synerkine Pharma Bv. Dr. Ekblom is a board-certified medical doctor and an Associate Professor at the Karolinska Institutet. Dr. Ekblom holds a M.D., Ph.D. and a D.D.S. from Karolinska Institutet. Dr. Annalisa Jenkins. Dr. Jenkins has served on our Board of Directors since November 2022. Dr. Jenkins served as president and CEO of Dimension Therapeutics, a leading NASDAQ listed gene therapy company that was acquired by Ultragenyx in November 2017. Prior leadership roles have included the head of global research and development at Merck Serono and SVP, Global Development at Bristol Myers-Squibb. Dr. Jenkins is a board member of Compass Pathways plc, Affimed GmbH and Skye Bioscience, Inc., as well as serving on the board, as a trustee or advisor to a number of public and private health and life science companies globally. She is also a board member of Genomics England and a trustee of The Kings Fund and The British Heart Foundation. Dr. Jenkins graduated with a degree in medicine from St. Bartholomew’s Hospital in the University of London and served as a Surgeon Lieutenant Commander in the British Royal Navy. Justin Roberts. Justin Roberts has served on our Board of Directors since November 2022. Mr. Roberts is a Partner at Rubric Capital Management LP, a role he has held since the formation of the company in 2016. Before Rubric he spent seven years at Point72 Asset Management. Mr. Roberts currently serves on the board of directors of TherapeuticsMD, Inc. and has also held roles at ZS Associates, Moore Capital Management, and began his career at Lehman Brothers as an investment banker in their M&A practice. Mr. Roberts graduated with honors from Johns Hopkins University. Dr. Daniel Shames. Dr. Shames has served on our Board of Directors since November 2022. Dr. Shames has served as President of Daniel A. Shames Consulting, providing regulatory services to over 100 biotechnology and pharmaceutical clients. Prior to starting his consultancy Dr. Shames spent 12 years at the FDA during which time he was involved in the safety and efficacy review of hundreds of drugs. Most recently Dr. Shames served as Deputy Director, Office of Drug Evaluation III from 2006 to 2008, while also serving as Director of the Division of Gastroenterology and Inborn Error Products. Prior to that he was Director of Reproductive and Urologic Drugs from 2001 to 2006. Before joining the FDA, Dr. Shames founded Carolina Urocorp, operated a private medical practice, and was as Major in the U.S. Army Medical Corps. Dr. Shames received his undergraduate degree from Brandeis University, his MD from Georgetown University School of Medicine, and did his urology residency at the University of Pennsylvania. Marc Yoskowitz. Mr. Yoskowitz has served on our Board of Directors since November 2022. Mr. Yoskowitz is Chief Executive Officer of Evozyne, Inc. and a Non-Executive Director of Endo, Inc. Previously he served as EVP and Chief Strategy Officer, Life Sciences at Tempus, Inc. Prior to Tempus, Mr. Yoskowitz was Chief Business Officer, Pfizer Essential Health, leading a range of corporate initiatives within the Pfizer portfolio. Prior to Pfizer, he served as SVP, Strategy and Corporate Development at Hospira and was a member of the Executive Committee. Earlier in his career, Mr. Yoskowitz led business development at a specialty pharmaceutical company, spent eight years at McKinsey & Company where he was an Associate Principal, and began his career as an M&A lawyer at Davis, Polk & Wardwell in New York. Mr. Yoskowitz received a bachelor’s degree magna cum laude from Washington University in St. Louis and holds a JD from Columbia University School of Law.

  6. DIRECTORS COMPENSATION

    DIRECTORS COMPENSATION The following table presents the total compensation for each person who served as a non-executive member of our Board of Directors and received compensation for such service during the fiscal year ended December 31, 2024. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or awards to, or pay any other compensation to any of the members of our board of directors in 2024. We reimburse members of our Board of Directors for reasonable travel expenses. Dr. Scots-Knight, our Chief Executive Officer, did not receive any compensation for her service as a member of our board of directors in 2024. Dr. Scots-Knight’s compensation for service as a named executive officer (“NEO”) for fiscal years 2024 and 2023 is presented in “Executive Compensation—2024 Summary Compensation Table.”

  7. DIRECTORS COMPENSATION

    | | Fees Earned or Paid in Cash (1) | Share Awards (2) | Option Awards (2) | Total | | Name | ($) | ($) | ($) | ($) | | Dr. Jeremy Bender | — | 63,317 | 127,512 | 190,829 | | Dr. Anders Ekblom | — | 75,353 | 127,512 | 202,865 | | Dr. Pierre Jacquet | — | 60,190 | 127,512 | 187,702 | | Dr. Annalisa Jenkins | — | 57,845 | 127,512 | 185,357 | | Dr. Deepika R. Pakianathan | 63,857 | — | 127,512 | 191,369 | | Justin Roberts(3) | — | — | — | - | | Dr. Daniel Shames | — | 54,718 | 127,512 | 182,230 | | Marc Yoskowitz | — | 54,718 | 127,512 | 182,230 | | Michael S. Wyzga | — | 119,130 | 127,512 | 246,642 |

  8. DIRECTORS COMPENSATION

    (1) Compensation paid to all non-executive directors in 2024 was denominated in pounds sterling. For the purposes of this table, all 2024 amounts have been converted based on the pound sterling/U.S. dollar exchange rate in effect as of December 31, 2024 (£1/$1.2546). (2) Amounts reflect the grant date fair value of awards granted in 2024 in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, or ASC 718. Such grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. For information regarding assumptions underlying the valuation of equity awards, see note 15 to our financial statements for the year ended December 31, 2024. These amounts do not correspond to the actual value that may be recognized by the named executive officers upon vesting of applicable awards. (3) Mr. Roberts has waived all remuneration in respect of his appointment as a non-executive director.

  9. Non-Executive Director Compensation Policy

    Non-Executive Director Compensation Policy Our non-executive directors are eligible to earn cash fees for service on the board of directors and for service on each committee on which the director is a member. The chairperson of each committee receives a higher fee for such service. Non-executive directors may voluntarily elect to convert their annual cash fees into deferred restricted stock units ("Deferred RSUs") over ADSs. The number of Deferred RSUs granted is determined by dividing the amount of the annual cash compensation by the average closing trading price of the Company’s ADSs over the most recent 30 trading days as of the grant date. These Deferred RSUs are delivered under the terms of the existing 2019 Non-Employee Equity Incentive Plan (the “2019 NED EIP”) and they vest in substantially equal monthly installments over the plan year. Payment of Deferred RSUs in ADSs will generally be made 180 days following separation of service. In addition to annual cash fees or Deferred RSUs, as elected, equity incentive awards are granted to non-executive directors in line with the 2019 NED EIP. In February 2024, a total of 45,000 equity incentive awards in the form of market value options over ADSs, were granted to each non-executive director at an exercise price of $3.87 per ADS, with a vesting period of one year; vesting is in equal monthly installments over the one-year period following grant date. No performance conditions were attached to the awards. The fees payable to directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member are as follows:

  10. Non-Executive Director Compensation Policy

    | | Member Annual Fee (1) | Chairperson Annual Fee (1) | | | ($) | ($) | | Board of Directors | 39,644 | 40,397 | | Audit and Risk Committee | 7,527 | 19,446 | | Remuneration Committee | 5,520 | 11,542 | | Nomination and Corporate Governance Committee | 4,391 | 8,782 | | Research and Development Committee | 5,018 | 10,036 |

  11. Non-Executive Director Compensation Policy

    (1) Compensation in the form of annual cash fees or amounts to be granted in Deferred RSUs, as elected, paid to non-executive directors is denominated in pounds sterling. For the purposes of this table, all 2024 amounts have been converted based on the pound sterling/U.S. dollar exchange rate in effect as of December 31, 2024 (£1/$1.2546). We also reimburse our non-executive directors for reasonable out-of-pocket expenses incurred in connection with attending our board of director and committee meetings.

  12. Non-Executive Directors - Outstanding Equity Awards at 2024 Fiscal Year End Table

    Non-Executive Directors - Outstanding Equity Awards at 2024 Fiscal Year End Table The following table presents information regarding all outstanding share awards and share options held by each of our non-executive directors as of December 31, 2024:

  13. Non-Executive Directors - Outstanding Equity Awards at 2024 Fiscal Year End Table

    | | Option awards | | | | Share Awards | | | Name Dr. or Ph.D. or MBBS | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares That Have Not Vested (#) | Market Value of Shares That Have Not Vested ($) | | Dr. Jeremy Bender | 22,000 | | 3.32 | 01/19/2031 | | | | | 31,500 | | 2.72 | 02/01/2031 | | | | | 55,000 | | 1.31 | 02/01/2032 | | | | | 55,000 | | 0.94 | 02/01/2033 | | | | | 37,500 | 7,500(2) | 3.87 | 02/08/2034 | | | | | | | | | 2,727(3) | 9,545 | | Dr. Anders Ekblom | 43,252 | | 8.63 | 09/29/2025 | | | | | 5,500 | | 5.40 | 05/20/2029 | | | | | 5,500 | | 3.00 | 07/23/2029 | | | | | 11,000 | | 1.84 | 02/20/2030 | | | | | 31,500 | | 2.72 | 02/01/2031 | | | | | 55,000 | | 1.31 | 02/01/2032 | | | | | 55,000 | | 0.94 | 02/01/2033 | | | | | 37,500 | 7,500(2) | 3.87 | 02/08/2034 | | | | | | | | | 3,246(3) | 11,361 | | Dr. Pierre Jacquet | 55,000 | | 1.31 | 02/01/2032 | | | | | 33,393 | | 1.31 | 02/01/2032 | | | | | 55,000 | | 0.94 | 02/01/2033 | | | | | 37,500 | 7,500(2) | 3.87 | 02/08/2034 | | | | | | | | | 2,593(3) | 9,076 | | Dr. Annalisa Jenkins | 9,167 | | 0.79 | 12/01/2032 | | | | | 55,000 | | 0.94 | 02/01/2033 | | | | | 37,500 | 7,500(2) | 3.87 | 02/08/2034 | | | | | | | | | 2,492(3) | 8,722 | | Dr. Deepika R. Pakianathan | 5,500 | | 5.40 | 05/20/2029 | | | | | 22,500 | 7,500(2) | 3.87 | 02/08/2034 | | | | Justin Roberts(1) | - | - | - | | - | - | | Dr. Daniel Shames | 9,167 | | 0.79 | 12/01/2032 | | | | | 55,000 | | 0.94 | 02/01/2033 | | | | | 37,500 | 7,500(2) | 3.87 | 02/08/2034 | | | | | | | | | 2,357(3) | 8,250 | | Marc Yoskowitz | 9,167 | | 0.79 | 12/01/2032 | | | | | 55,000 | | 0.94 | 02/01/2033 | | | | | 37,500 | 7,500(2) | 3.87 | 02/08/2034 | | | | | | | | | 2,357(3) | 8,250 | | Michael S. Wyzga | 5,500 | | 5.40 | 05/20/2029 | | | | | 5,500 | | 3.00 | 07/23/2029 | | | | | 11,000 | | 1.84 | 02/20/2030 | | | | | 31,500 | | 2.72 | 02/01/2031 | | | | | 55,000 | | 1.31 | 02/01/2032 | | | | | 55,000 | | 0.94 | 02/01/2033 | | | | | 37,500 | 7,500(2) | 3.87 | 02/08/2034 | | | | | | | | | 5,131(3) | 17,959 |

  14. Non-Executive Directors - Outstanding Equity Awards at 2024 Fiscal Year End Table

    (1) Mr. Roberts has waived all remuneration in respect of his appointment as a non-executive director. (2) These options vest in substantially equal monthly installments over a one year period from the February 8, 2024 grant date and fully vested on February 8, 2025. (3) Each Deferred RSU was granted to non-executive directors who elected to receive them in the form of ADSs in lieu of annual cash compensation. Deferred RSUs vest in substantially equal monthly installments over the plan year following the grant date and became fully vested in January 2025. Payment of Deferred RSUs in ADSs will generally be made 180 days following separation of service.

  15. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table, as well as the accompanying footnotes and narrative that follow the table, sets forth the compensation awarded to, earned by or paid to each of our named executive officers for the years indicated.

  16. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Non-Equity Incentive Plan Compensation(3) | Share Awards(4) | Option Awards(4) | All Other Compensation(5) | Total | | | | ($) | ($) | ($) | ($) | ($) | ($) | | Dr. Denise Scots-Knight (1) (2) | 2024 | 581,865 | 290,205 | — | 2,212,164 | 78,877 | 3,163,111 | | Chief Executive Officer | 2023 | 565,107 | 254,298 | 285,358 | 1,043,403 | 71,157 | 2,219,323 | | Charles Sermon (2) | 2024 | 428,056 | 182,994 | — | 637,624 | 57,819 | 1,306,493 | | General Counsel | 2023 | 415,651 | 162,104 | 99,540 | 362,923 | 48,031 | 1,088,249 | | Christine Fox (2) | 2024 | 402,463 | 174,065 | — | 637,624 | 47,919 | 1,262,071 | | Chief Financial Officer | 2023 | 378,120 | 151,248 | 91,043 | 340,240 | 40,400 | 1,001,051 |

  17. 2024 Summary Compensation Table

    (1) Dr. Denise Scots-Knight also serves as a director but receives no additional compensation for this service. (2) Cash compensation paid to all named executive officers is denominated in pounds sterling. For the purposes of this table, all 2024 amounts have been converted based on the pound sterling/U.S. dollar exchange rate in effect as of December 31, 2024 (£1/$1.2546) and all 2023 amounts have been converted based on the pound Sterling/U.S. dollar exchange rate in effect as of December 31, 2023 (£1/$1.2103). (3) Amount shown reflects annual cash bonuses awarded for achievement of performance goals. (4) Amounts reflect the grant date fair value of awards granted in 2024 and 2023 in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, or ASC 718. Such grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. For information regarding assumptions underlying the valuation of equity awards, see note 15 to our financial statements for the year ended December 31, 2024. These amounts do not correspond to the actual value that may be recognized by the named executive officers upon vesting of applicable awards. (5) Amounts include health benefit and life insurance payments and pension contributions made by us. Life insurance premiums paid by us for named executive officers were: $3,787 (2023: $3,772) for Dr. Denise Scots-Knight; $2,785 (2023: $2,774) for Charles Sermon; and $2,545 (2023: $2,524) for Christine Fox.

  18. Outstanding Equity Awards at 2024 Fiscal Year End Table

    Outstanding Equity Awards at 2024 Fiscal Year End Table The following table presents information regarding all outstanding share options and share awards held by each of our named executive officers as of December 31, 2024. All “Securities” within this table are expressed in ADSs, including awards over ordinary shares. Each ADS of the Company represents five ordinary shares. There were no outstanding unvested Share Awards as of December 31, 2024.

  19. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | | Option Awards | | | | | Name Dr. or Ph.D. or MBBS | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Dr. Denise Scots-Knight | 308,949 | | 8.63 | 09/25/2025 | | | 87,500 | | 5.40 | 05/20/2029 | | | 87,500 | | 3.00 | 07/23/2029 | | | 175,000 | | 1.84 | 02/20/2030 | | | 498,333 | 21,667(1) | 2.72 | 02/01/2031 | | | 802,083 | 297,917(2) | 1.40 | 01/14/2032 | | | 551,041 | 598,959(3) | 1.01 | 01/25/2033 | | | | 850,000(4) | 3.36 | 01/25/2034 | | Charles Sermon | 154,474 | | 8.63 | 09/25/2025 | | | 27,500 | | 5.40 | 05/20/2029 | | | 27,500 | | 3.00 | 07/23/2029 | | | 85,000 | | 1.84 | 02/20/2030 | | | 143,750 | 6,250(1) | 2.72 | 02/01/2031 | | | 200,520 | 74,480(2) | 1.40 | 01/14/2032 | | | 191,666 | 208,334(3) | 1.01 | 01/25/2033 | | | | 245,000(4) | 3.36 | 01/25/2034 | | Christine Fox | 166,458 | 3,542(1) | 3.32 | 01/19/2031 | | | 160,416 | 59,584(2) | 1.40 | 01/14/2032 | | | 179,687 | 195,313(3) | 1.01 | 01/25/2033 | | | | 245,000(4) | 3.36 | 01/25/2034 |

  20. Outstanding Equity Awards at 2024 Fiscal Year End Table

    (1) 25% of the shares underlying this share option vested and became exercisable on February 1, 2022, with the remainder vesting in equal monthly installments for the three years thereafter. (2) 25% of the shares underlying this share option vested and became exercisable on January 14, 2023, with the remainder vesting in equal monthly installments for the three years thereafter. (3) 25% of the shares underlying this share option vested and became exercisable on January 25, 2024, with the remainder vesting in equal monthly installments for the three years thereafter. (4) 25% of the shares underlying this share option vested and became exercisable on January 25, 2025, with the remainder vesting in equal monthly installments for the three years thereafter. Mereo currently grants equity awards under the Mereo 2019 Equity Incentive Plan and the 2019 NED EIP. There are also still outstanding awards under two previous plans, the 2015 Plan and the Mereo Share Option Plan, however no awards have been granted under these plans since 2016 and no further grants are envisaged. The key terms of the plans are disclosed in note 15 to our financial statements for the year ended December 31, 2024.

  21. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following disclosure regarding compensation actually paid (“CAP”) as defined by the SEC to our executive officers and the performance of the Company. The table below presents information for each of the last two fiscal years regarding (i) the total compensation, as reported in the summary compensation table, for our principal executive officer serving in that capacity during the applicable fiscal year (the “PEO”) and the average total compensation of our other named executive officers, excluding the PEO, who were serving in that capacity during the applicable fiscal year as disclosed in the summary compensation table (“NEOs”), (ii) total compensation actually paid to the PEO and the total compensation actually paid to the other NEOs on average, (iii) total shareholder return for the Company, and (iv) the Company’s net income (loss). The amounts set forth below under the headings “Compensation Actually Paid to PEO” for our 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.

  22. PAY VERSUS PERFORMANCE

    | Year(1) | Summary Compensation Table Total for PEO(2) | Compensation Actually Paid to PEO(2,3,4) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(2,3,4) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(5) | Net Loss | | | ($) | ($) | ($) | ($) | ($) | ($'000) | | 2024 | 3,163,111 | 6,176,259 | 1,284,282 | 2,231,881 | 466.67 | 43,253 | | 2023 | 2,219,323 | 5,447,682 | 1,044,650 | 2,003,803 | 308.00 | 29,466 |

  23. PAY VERSUS PERFORMANCE

    (1) We are a smaller reporting company, with a December 31 fiscal year end, and as of December 31, 2024 we ceased to qualify as an “emerging growth company” and, as a result, this is the first proxy statement filed by the Company in which we have included pay versus performance disclosure. (2) Our PEO for each of fiscal years 2024 and 2023 was Dr. Denise Scots-Knight. The amounts reported are from the Summary Compensation Table (“SCT”) above. (3) Pursuant to the SEC rules, the Total Shareholder Return (“TSR”) reflected in this column assumes $100 was invested on December 31, 2022 in our ADSs. Historic ADS price performance is not necessarily indicative of future ADS price performance. (4) CAP reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the "Exclusion of Share Awards and Option Awards" column are the totals from the Share Awards and Option Awards columns set forth in the Summary Compensation Table.

  24. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO | Exclusion of Share Awards and Option Awards for PEO | Inclusion of Equity Values for PEO | Compensation Actually Paid to PEO | | | ($) | ($) | ($) | ($) | | 2024 | 3,163,111 | (2,212,164) | 5,225,312 | 6,176,259 | | 2023 | 2,219,323 | (1,328,761) | 4,557,120 | 5,447,682 |

  25. PAY VERSUS PERFORMANCE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs | Average Exclusion of Share 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 | 1,284,282 | (637,624) | 1,585,223 | 2,231,881 | | 2023 | 1,044,650 | (446,873) | 1,406,026 | 2,003,803 |

  26. PAY VERSUS PERFORMANCE

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

  27. 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 | Total - Inclusion of Equity Values for PEO | | | ($) | ($) | ($) | ($) | | 2024 | 2,357,458 | 703,167 | 2,164,687 | 5,225,312 | | 2023 | 3,233,071 | 1,051,618 | 272,431 | 4,557,120 |

  28. 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 Total - Inclusion of Equity Values for Non-PEO NEOs | | | ($) | ($) | ($) | ($) | | 2024 | 679,503 | 213,389 | 692,331 | 1,585,223 | | 2023 | 1,087,147 | 251,018 | 67,861 | 1,406,026 |

  29. PAY VERSUS PERFORMANCE

    (5) Assumes $100 was invested in the Company for the period starting December 31, 2022, through the end of the specified year. Historical share performance is not necessarily indicative of future share performance. The following graphs set forth the relationships between compensation actually paid to the PEO and the average compensation actually paid to our non-PEO NEOs as compared to the performance metrics of total shareholder return and net loss: