DEF 14A of Amarin Corp Plc\uk, Apr 10, 2025

DEF 14A of Amarin Corp Plc\uk

Filed Apr 10, 2025 · FY20240000950170-25-052674

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS In 2024, the classified structure of the Board was eliminated with effect from the conclusion of the 2024 annual general meeting. As a result, all directors of the Company are required to retire and seek re-election on an annual basis beginning at the Annual General Meeting. The directors elected at the Annual General Meeting will hold office until their successors are elected and qualified, unless they resign or their seats become vacant due to removal or other cause in accordance with the Articles. As described below, the Board has nominated each of Mr. Aaron Berg, Ms. Patrice Bonfiglio, Mr. Paul Cohen, M.D., Mr. Keith L. Horn, Mr. Odysseas Kostas, M.D., Mr. Oliver O’Connor, Mr. Louis Sterling III, Ms. Diane E. Sullivan and Mr. Michael Torok for re-election at the Annual General Meeting. Each of the nominees has indicated his or her willingness to serve if re-elected. Should any of the nominees become unavailable for election at the Annual General Meeting, the persons named on the enclosed proxy as proxy holders may vote all proxies given in response to this solicitation for the election of a substitute nominee chosen by the Board.

  2. Nomination of Directors

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

  3. Nominees and Incumbent Directors

    Nominees and Incumbent Directors The table below sets forth the following information for the Company’s directors: the year each was first elected as a director of the Company, their respective ages, and the positions currently held with the Company:

  4. Nominees and Incumbent Directors

    | Nominee / Director Name and Year of First Election | Age | Position(s) with the Company | | Nominees for Director: | | | | Aaron D. Berg (2024) | 62 | President and Chief Executive Officer | | Patrice Bonfiglio (2023) | 41 | Director | | Paul Cohen, M.D. (2023) | 50 | Director | | Mark DiPaolo (2023)(1) | 54 | Director | | Keith L. Horn (2023) | 66 | Director | | Odysseas Kostas M.D. (2023) | 50 | Director | | Oliver O'Connor (2023) | 63 | Director | | Louis Sterling III (2023) | 46 | Director | | Diane Sullivan (2023) | 63 | Director | | Michael Torok (2025) | 46 | Director |

  5. Nominees and Incumbent Directors

    (1) Mr. DiPaolo is not standing for re-election at the Annual General Meeting but will remain on the Board through the date of the Annual General Meeting.

  6. Directors Nominated for Election

    Directors Nominated for Election The following persons have been nominated by the Board to be elected as directors at the Annual General Meeting. Aaron D. Berg joined Amarin in November 2012 as Vice President, Marketing and Managed Care. He has since served in roles of increasing responsibility, including as Senior Vice President, Marketing and Sales from February 2014 until April 2018, as Senior Vice President and Chief Commercial Officer from April 2018 through July 2021, then Executive Vice President, President-U.S., in August 2021. Mr. Berg was appointed President and Chief Executive Officer in June 2024. Before joining Amarin, Mr. Berg served as president and chief executive officer of Essentialis, Inc., a development stage pharmaceutical company, where he led the company’s work on triglyceride management. Prior to joining Essentialis, Mr. Berg served as vice president of marketing and sales at Kos Pharmaceuticals, where he was instrumental in driving annual revenues approaching $1 billion until the acquisition of Kos Pharmaceuticals by Abbott Laboratories in December 2006. Mr. Berg began his pharmaceutical industry career as a sales representative with Bristol-Myers Squibb, followed by various commercial positions with Schering-Plough and GlaxoSmithKline. He obtained his B.S. in Business Management, Marketing from the University of Maryland. Based on Mr. Berg’s executive experience in the biopharmaceutical industry and his current role as our President and Chief Executive Officer, the Board believes Mr. Berg has the appropriate set of skills to serve as a member of our Board Ms. Patrice Bonfiglio joined Amarin as a non-executive director in February 2023. Patrice Bonfiglio is the President of Sarissa Capital Management LP, a registered investment adviser focused on constructive shareholder activism in the healthcare sector. Since 2013, Ms. Bonfiglio served in various roles at Sarissa Capital, including Chief Operating Officer, Chief Financial Officer and Chief Compliance Officer. From October 2020 to October 2022, Ms. Bonfiglio served as Chief Financial Officer of Sarissa Capital Acquisition Corp., a publicly traded special purpose acquisition company focusing on the healthcare and biopharma industry (Nasdaq: SRSA). Ms. Bonfiglio began her career in accounting and operations, and held such roles at Arbalet Capital Management, LP, Arrowhawk Capital Partners, LLC, Ridgefield Capital Asset Management and Pequot Capital Management, Inc. Ms. Bonfiglio received her B.S. degree from Temple University. Ms. Bonfiglio is well-qualified to serve as a member of our Board due to her significant operational, accounting, finance, and compliance expertise. Dr. Paul Cohen joined Amarin as a non-executive director in February 2023. He is the Albert Resnick, MD Associate Professor, Head of the Laboratory of Molecular Metabolism, and Senior Attending Physician at The Rockefeller University. At the Rockefeller University, where he has served as an Associate Professor since 2021 and was an Assistant Professor from 2015 to 2021. Dr. Cohen is a member of the Scientific Advisory Board of Somite Therapeutics, Canary Cure Therapeutics, Moonwalk Biosciences, and Hoxton Farms. Since 2016, Dr. Cohen has been a practicing cardiologist at Memorial Sloan Kettering Cancer Center. He received his undergraduate degree from Harvard College. He then went on to graduate from the Tri-Institutional MD-PhD Program, where he completed his PhD research at the Rockefeller University studying the unique metabolic effects of the hormone leptin. Dr. Cohen received his MD from Weill Cornell Medical College. He then completed an Internal Medicine Residency at Columbia University Medical Center and a Cardiology Fellowship at Brigham and Women’s Hospital. He performed postdoctoral research training at the Dana Farber Cancer Institute studying transcriptional determinants of adipocyte identity. Dr. Cohen is well-qualified to serve as a member of our Board due to his significant scientific, medical, and research and development expertise. Mr. Keith L. Horn joined Amarin as a non-executive director in February 2023. Mr. Horn is the founder and managing member of Loring Capital Advisors, LLC, a firm providing investment advisory and consulting services to hedge fund managers, asset management firms, and early-stage and start-up businesses. Mr. Horn served as the Chief Executive Officer and a director of Forest Road Acquisition Corp. from September 2020 to June 2021, when it consummated a business combination with The Beachbody Company. From 2003 to 2015, Mr. Horn served as Chief Operating Officer and a member of the Management Committee and Valuation Committee of Elliott Management Corporation, a global multi-strategy firm, where he was responsible for global management and oversight of operational, support and control functions of the firm's investment advisory business. Prior to Elliott, Mr. Horn spent 16 years at Merrill Lynch, Pierce, Fenner & Smith Incorporated, serving in various capacities, including Global Head of Leveraged Finance, Head of Latin America Debt, and Chief of Staff to the Chairman and President. Mr. Horn began his career in private practice as a corporate and securities attorney. Since October 2021, Mr. Horn has served as an advisory board member of Sharp Alpha, a sports betting and gaming venture capital fund. Mr. Horn also served on the board of directors of Sarissa Capital Acquisition Corp., a special purpose acquisition company sponsored by Sarissa Capital from October 2021 to November 2022. From March 2021 to April 2023, Mr. Horn served as a director of Forest Road Acquisition Corp. II, a special purpose acquisition company. In addition, since January 2019, Mr. Horn has served as a director of Caliper Holdings, a company engaged in the consumer and commercial ingredients food and beverage business, and since March 2018, Mr. Horn has served as a director of ShopOne Centers REIT, Inc., an owner and operator of shopping malls. In addition, in July 2019, Mr. Horn was appointed to the strategic advisory board of lnvestcorp Strategic Capital Partners, a fund established to assemble a diverse portfolio of general partnership stakes in alternative asset managers. In December 2019, Mr. Horn joined the Strategic Advisory Board of the Forest Road Company, LLC, a specialty finance and tax services company that lends against U.S. tax credits and provides capital in the media space. From April 2016 to November 2019, Mr. Horn served on the board of directors of Empire Resorts, Inc., which operates in the gaming and hospitality industries, where he served as Chairperson of the audit committee and as Chairperson of the special committee in its review and approval of an acquisition transaction pursuant to which Empire became a privately-held entity. Mr. Horn also serves on the board of directors for the Binghamton University Foundation and is a member of the Foundation investment committee. He is also a member of the board of directors of PeacePlayers International, a non-profit organization that uses the game of basketball to educate and unite children in areas of conflict around the world. Mr. Horn received his J.D. (cum laude) from Georgetown University Law Center and his B.A. degrees in Economics and Political Science from Binghamton University, where he graduated Phi Beta Kappa with highest honors. Mr. Horn is well-qualified to serve as a member of our Board due to his significant experience in investments, capital markets, operations, capital allocation, strategic collaboration, corporate governance, corporate finance, and mergers and acquisitions.

  7. Directors Nominated for Election

    Dr. Odysseas Kostas, M.D., joined Amarin as a non-executive director in February 2023. Since 2016, Mr. Kostas has served as a Partner and Senior Managing Director of Sarissa, and he currently also serves as Head of Research. He most recently served as a director at Evercore ISI (formerly ISI), where he was employed from 2011 to 2015, covering the biotechnology and pharmaceutical industries. Previously, he practiced internal medicine as part of the Yale New Haven Health system and was engaged as a consultant to various biotechnology companies. Since December 2017, Dr. Kostas has served on the board of directors of Innoviva, Inc. (Nasdaq: INVA) (as Chairman from December 2017 to December 2020), and since February 2020, has served on the board of directors of Armata Pharmaceuticals, Inc. (NYSE: ARMP). Dr. Kostas also served on the board of directors of Enzon Pharmaceuticals, Inc., from 2013 to 2020. Dr. Kostas received his B.S. degree from the Massachusetts Institute of Technology and his M.D. degree from the University of Texas Southwestern Medical School. Dr. Kostas is well-qualified to serve as a member of our Board due to his significant experience in medicine, investments, operations, research and development, capital allocation, partnerships and strategic collaboration, corporate governance, corporate finance, and mergers and acquisitions. Mr. Oliver O’Connor joined Amarin as a non-executive director in April 2023. Mr. O’Connor currently serves as the Chief Executive Officer of the Irish Pharmaceutical Healthcare Association, a position he has held since January 2015. Earlier in his career, Mr. O’Connor served as an advisor to the Deputy Prime Minister, Minister for Enterprise, Trade and Employment and Minister for Health and Children in Ireland. Mr. O’Connor has served as a founder board member of the Irish Medicines Verification Organisation since 2017. Mr. O’Connor earned an MBA from Stanford University’s Graduate School of Business and a Bachelor of Arts from University College Dublin. Mr. O’Connor is well-qualified to serve on our Board as he brings more than 30 years of experience in government and health policy, pharmaceutical industry, and finance. Mr. Louis Sterling III joined Amarin as a non-executive director in February 2023. Since January 2017, Mr. Sterling has been a private investor targeting small-cap public equities and select fast-growth private companies, particularly in the healthcare industry. Prior to 2017, Mr. Sterling worked in investment banking (corporate finance/M&A) at Goldman Sachs, middle-market private equity at Lincolnshire Management, and was a managing director at BondFactor. From December 2021 to April 2023, Mr. Sterling served as a director of BZAM Ltd. (formerly the Green Organic Dutchman Holdings Ltd.), a sustainable global cannabis company, and served as chair of the corporate governance & nominating committee and as a member of the compensation committee. Mr. Sterling received his J.D. from Harvard Law School, his M.B.A. from Harvard Business School, and his B.B.A. from Howard University. Mr. Sterling is well qualified to serve as a member of our Board due to his significant investments, operations, capital allocation, corporate finance, and mergers and acquisitions expertise. Ms. Diane Sullivan joined Amarin as a non-executive director in February 2023. Ms. Sullivan founded her own consulting firm in May 2020, which specializes in strategy development and providing commercialization expertise for life sciences companies. Since May 2020, Ms. Sullivan has served as part-time Chief Commercial Officer of DalCorp Pharmaceuticals. Since July 2023, Ms. Sullivan has served on the board of directors of Lexicon Pharmaceuticals, Inc. (Nasdaq: LXRX). From November 2018 to April 2020, Ms. Sullivan served as Chief Commercial Officer of The Medicines Company (“MDCO”), until its $9.7B acquisition by Novartis. Prior to her time at MDCO, Ms. Sullivan was an independent commercialization and market access consultant from October 2017 to November 2018. Ms. Sullivan was Vice President, Market Access & Patient Strategies at AstraZeneca from 2013 to 2017. She was Vice President, Specialty Payer & Channel Group at Pfizer from 2009 to 2013 and prior to the acquisition, was Vice President, Healthcare Systems Marketing at Wyeth in 2008. Before Wyeth, Ms. Sullivan spent 12 years in a series of strategy, marketing, brand management, business development, and integration roles at GlaxoSmithKline. She began her career at IBM and was a member of the team that launched IBM’s entry into the Health Data Networking business. Ms. Sullivan served on the board of directors of OrthogenRx, a privately held medical device company from May 2018 until it was acquired by Avanos Medical in January 2022. Ms. Sullivan received a B.A. from Dickinson College. She also graduated from IBM’s intensive two-year marketing and account management training program as well as IBM’s customized version of an M.B.A. program. Ms. Sullivan is well-qualified to serve as a member of our Board due to her significant investments, operations, research and development, capital allocation, partnerships and strategic collaboration, corporate governance, corporate finance, and mergers and acquisitions expertise. Mr. Michael Torok joined Amarin as a non-executive director in April 2025. Since 2008, Mr. Torok has served as the co-founder and managing director of JEC Capital Partners, LLC, an investment company with offices in the United States and Germany. Prior to that, Mr. Torok served as Chief Financial Officer for Integrated Dynamics Engineering Inc. a semiconductor equipment technology company that was acquired by Aalberts Industries (AMS: AALB), from 2006 to 2009. Earlier in his career, Mr. Torok served in various positions at PricewaterhouseCoopers LLP, a multinational professional services network of firms. Mr. Torok has served on the board of directors of Liberated Syndication, Inc. (formerly NASDAQ: LSYN), a podcasting platform for creators and advertisers, since December 2022. Mr. Torok previously served on the boards of directors of Carisma Therapeutics Inc. (NASDAQ: CARM) from March 2023 to October 2024, Photon Control Inc. (formerly TSX: PHO) from 2016 to 2018, and Symbility Solutions Inc. from 2015 to 2018. Mr. Torok received a B.S. in Accounting and Finance and a Masters in Finance from Boston College. Mr. Torok is well qualified to serve as a member of our Board due to his experience in capital markets, mergers and acquisitions, capital resources and operational improvements.

  8. Directors Not Standing For Reelection

    Directors Not Standing For Reelection On March 25, 2025, Mr. DiPaolo notified the Company that he would not stand for re-election at the Annual General Meeting. Mr. Mark DiPaolo joined Amarin as a non-executive director in February 2023. Since February 2013, Mark DiPaolo has served as the Senior Partner and General Counsel of Sarissa. From 2005 to 2013, Mr. DiPaolo served as a senior member of Carl lcahn's investment team at Icahn Capital, working on all aspects of Mr. lcahn's investment strategy. During that time, Mr. DiPaolo worked closely with Dr. Alexander Denner, the Founder and Chief Investment Officer of Sarissa Capital, on many healthcare investments and achieved many favorable outcomes for shareholders. Mr. DiPaolo worked with Dr. Denner in founding Sarissa Capital and has been instrumental in the development and execution of Sarissa Capital's investments and strategy. Prior to working at Icahn, Mr. DiPaolo was an M&A attorney at Willkie Farr & Gallagher LLP. Since February 2018, Mr. DiPaolo has served on the board of directors of lnnoviva, Inc. From August 2017 to September 2018, Mr. DiPaolo also served on the board of directors of Novelion Therapeutics Inc. Mr. DiPaolo received his B.A. degree from Fordham University and his J.D. degree from Georgetown University. Mr. DiPaolo is well-qualified to serve as a member of our Board due to his significant experience in investments, operations, capital allocation, corporate governance, corporate finance, and mergers and acquisitions.

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

    | What We Heard | What We Did | | Shareholders want a stronger alignment between executive compensation and long-term value creation | Revised our equity compensation mix for long-term incentives, increasing the weighting of stock options to 75% (from 50%) while reducing time-based restricted stock units to 25%, ensuring that compensation is more directly tied to stock price. | | Shareholders prefer a greater focus on performance outcomes in incentive plans | Designed the 2024 Management Incentive Compensation Plan with an outcomes-based approach, linking performance targets to five strategic priorities: (1) growth in Europe, (2) maintaining a solid cash position, (3) supporting the U.S. business, (4) future growth through international expansion, and (5) attracting, retaining and developing talent. | | Shareholders believe that weightings of performance metrics should better reflect evolving business priorities | Adjusted weightings for 2024 by increasing emphasis on European and pipeline growth, maintaining focus on cash position and people & culture, and reducing the weighting on the U.S. business to align incentives with the Company's long -term strategic direction. | | Shareholders want executive compensation opportunities to be aligned with market benchmarks and industry peers | Refined our compensation peer group to ensure more appropriate benchmarking and aligned executive compensation levels to the market median (50th percentile). |

  10. 2024 Compensation Highlights

    2024 Compensation Highlights Our executive compensation program has three primary elements: base salary, annual cash incentives and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our named executive officers to focus on long-term sustainable shareholder value creation. Based on our performance and consistent with the design of our program, the Remuneration Committee made the following executive compensation decisions for fiscal year 2024:

  11. 2024 Compensation Highlights

    | Base Salaries | • Approved merit-based salary increases to the named executive officers ranging from 3.6% to 4.8%, effective February 1, 2024. • Subsequently increased Mr. Berg's base salary 13.68% to recognize his promotion to President and Chief Executive Officer, effective June 4, 2024. • Mr. Fishman's salary increased 16.67% in connection with his increased responsibilities after Mr. Reilly's departure on October 23, 2024 and again 14.29% on December 13, 2024 upon his promotion to Chief Financial Officer. | | Annual Incentives | • Based on individual performance and the achievement of the Company's 2024 corporate goals, the Remuneration Committee approved annual bonus amounts to the named executive officers, other than for the Chief Executive Officer, of 99.5% of target. • The Remuneration Committee determines the Chief Executive Officer’s cash bonus award at its sole discretion. Historically, the Chief Executive Officer’s bonus has been primarily aligned with corporate performance, with a portion reflecting individual contributions. In 2024, the leadership transition created a unique set of circumstances, with Mr. Berg assuming the Chief Executive Officer role in June 2024. Given this context, the Remuneration Committee conducted a holistic evaluation of Mr. Berg’s performance, considering his leadership and strategic impact as Executive Vice President and President of the U.S. before his promotion, the critical contributions he made in ensuring stability and continuity following his transition to Chief Executive Officer, and overall corporate performance during the year. Based on this comprehensive assessment, the Remuneration Committee awarded Mr. Berg a discretionary cash bonus of $434,533. | | Long-Term Equity-Based Incentives | • Approved equity grants to each of the named executive officers using a mix of 75% stock options and 25% restricted stock units, with the exception of Mr. Fishman whose grant was 100% restricted stock units, consistent with his eligibility for equity prior to his promotion to Chief Financial Officer. • Granted Mr. Berg a one-time equity award in connection with his appointment as President and Chief Executive Officer in the form of a performance-based stock option to purchase 5,000,000 ordinary shares under the 2020 Plan. The shares vest and become exercisable upon the achievement of share price hurdles ranging from $1.25 to $10.00, subject to five months of further time-based vesting once a share price hurdle has been achieved. |

  12. Best Compensation Practices & Policies

    | What We Do | What We Don't Do | | We emphasize variable pay over fixed pay, with a significant portion of total executive compensation tied to our financial results and stock performance. | We do not provide significant perquisites to executive officers. | | Our Remuneration Committee is comprised solely of independent directors. | We do not provide any tax reimbursement payments (including “gross-ups”) on any perquisites or other personal benefits to our executive officers. | | The Remuneration Committee engaged an independent compensation consultant to assist with its review for the fiscal year ended December 31, 2024. | We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments or benefits. |

  13. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives Amarin’s philosophy in setting compensation policies for executive officers has two fundamental objectives: (1) to attract and retain a highly skilled team of executives and (2) to align our executives’ interests with those of our shareholders by rewarding short-term and long-term performance and tying compensation to increases in shareholder value. The Remuneration Committee believes that executive compensation should be directly linked both to continuous improvements in corporate performance (“pay for performance”) and accomplishments that are expected to increase shareholder value. In furtherance of this goal, the Remuneration Committee has adhered to the following guidelines as a foundation for decisions that affect the levels of compensation: • provide a competitive total compensation package that enables the Company to attract and retain highly qualified executives with the skills and experience required for the achievement of business goals; • align compensation elements with the Company’s annual goals and long-term business strategies and objectives; • promote the achievement of key strategic and financial performance measures by linking short-term and long-term cash and equity incentives to the achievement of measurable corporate and individual performance goals; and • align executives’ incentives with the creation of shareholder value. In addition to the Remuneration Committee's pay for performance and shareholder-value focused compensation philosophy, as part of its comprehensive review of our compensation practices for 2024 compensation, the Remuneration Committee identified guiding principles to support the compensation philosophy, including: making operational simplicity a priority given Amarin's streamlined organization; ensure consistency with approved peer group across compensation decisions; • aligning compensation to the market 50th percentile for the Board, executive and senior leadership teams, in light of the revised peer group described below; • employing a consistent methodology for determining the type, mix, and value of equity awards; • strongly aligning incentives with maximizing shareholder value; and • retaining key talent through industry standard total compensation, severance and retention incentives. As part of establishing competitive compensation and evaluating performance, the Remuneration Committee takes into account the Company’s annual operating plans and the Company’s performance with respect to such plans.

  14. Compensation Consultant

    Compensation Consultant The Remuneration Committee has the sole authority to engage and retain an independent compensation consultant to provide independent counsel and advice. On a periodic basis, the Remuneration Committee formally conducts an evaluation as to the effectiveness of the independent compensation consultant and periodically runs a request for proposal process to ensure the independent compensation consultant is meeting its needs. For 2024, the Remuneration Committee retained Aon Human Capital Solutions, a division of Aon plc (“Aon”) as its independent compensation consultant through July 15, 2024, and then engaged Pearl Meyer through the remainder of the year. The following services were provided by the independent compensation consultants in 2024:

  15. Compensation Consultant

    | Aon | • Conducted market research and analysis of current practices of comparable public companies to assist the Remuneration Committee in developing director and executive compensation levels for 2024. • Reviewed our peer group to determine whether additional or different peer companies or groups are necessary to provide appropriate information on market practices and compensation levels for 2024. • Provided general information concerning director and executive compensation trends and developments during 2024. | | Pearl Meyer | • Conducted a peer analysis and competitive market assessment for purposes of setting target compensation levels for 2025. • Reviewed and assisted in the determination of a compensation philosophy and equity incentive strategy for 2025. • Conducted an annual compensation program risk assessment for 2025. • Evaluated Board compensation for 2025. • Supported with other ad hoc requests related to executive and/or director compensation starting in July 2024. |

  16. Compensation Consultant

    The Remuneration Committee has assessed the independence of Aon and Pearl Meyer pursuant to Nasdaq and SEC rules and concluded that no conflict of interest exists that would prevent Aon and Pearl Meyer from serving as an independent consultant to the Remuneration Committee.

  17. Competitive Market Benchmarking

    Competitive Market Benchmarking The Remuneration Committee draws on a number of resources to assist in the evaluation of the various components of the Company’s executive compensation program. While the Remuneration Committee did not establish compensation levels based solely on benchmarking, pay practices at other companies are a factor that the Remuneration Committee considered in assessing the reasonableness of compensation and ensuring that our compensation practices are competitive in the marketplace. In late 2023, the Remuneration Committee, with the assistance of Aon, conducted a comprehensive review of the 2023 peer group, to refine the criteria for selecting peer companies and ensure we were using the appropriate benchmarks, particularly in light of our recent restructuring activities. This review was undertaken for purposes of setting compensation levels for 2024. The scope of companies included publicly-traded biopharmaceutical companies with 75 to 600 employees, annual revenues between $100 million and $825 million, and market capitalization between $100 million and $1.3 billion. The Remuneration Committee and Aon also qualitatively evaluated each company based on business focus and corporate strategy. This review resulted in the following peer group of 18 publicly-traded companies (the "2024 Peer Group"):

  18. Competitive Market Benchmarking

    | ANI Pharmaceuticals Inc. | Ironwood Pharmaceuticals Inc.* | Puma Biotechnology, Inc. | | Coherus BioSciences, Inc. | Intercept Pharmaceuticals, Inc. | Rigel Pharmaceuticals, Inc. | | Collegium Pharmaceutical, Inc. | Karyopharm Therapeutics Inc. | Supernus Therapeutics* | | Deciphera Pharmaceuticals, Inc.* | Ligand Pharmaceuticals Inc. | Travere Therapeutics, Inc.* | | Harrow, Inc. | MacroGenics Inc. | Vanda Pharmaceuticals Inc.* | | Innoviva, Inc. | Pacira BioSciences, Inc.* | Xeris Biopharma Holdings Inc. |

  19. Competitive Market Benchmarking

    * Included in 2023 peer group. In late 2024, the Remuneration Committee, with the assistance of its compensation consultant, Pearl Meyer, conducted a review of the peer group to ensure the selection criteria continued to reflect appropriate benchmarks for setting compensation levels for 2025. The review focused on publicly traded biopharmaceutical companies with revenues between $75 million and $675 million, market capitalization between $100 million and $900 million, and annual operating expenses ranging from $60 million to $550 million—approximately 0.33x to 3x the company’s projections. The analysis also considered companies with an international workforce and revenue, with a preference for those in the commercial stage of development. In addition to these financial and structural criteria, the Remuneration Committee and Pearl Meyer evaluated companies based on key financial metrics, including gross margin, price-to-sales ratio, and compensation expense as a percentage of market capitalization, as well as overall business alignment. This review resulted in the following peer group of 16 publicly-traded companies for use in evaluating compensation actions in the 2025 fiscal year:

  20. Competitive Market Benchmarking

    | Coherus BioSciences, Inc.* | Innoviva, Inc.* | Rigel Pharmaceuticals Inc.* | | Collegium Pharmaceutical, Inc.* | Ironwood Pharmaceuticals, Inc.* | Travere Therapeutics, Inc.* | | Esperion Therapeutics, Inc. | Karyopharm Therapeutics, Inc.* | Vanda Pharmaceuticals Inc.* | | Evolus, Inc. | MacroGenics, Inc.* | Xeris Biopharma Holdings Inc.* | | Harrow, Inc.* | Puma Biotechnology, Inc.* | | | Heron Therapeutics, Inc. | Revance Therapeutics Inc. | |

  21. Competitive Market Benchmarking

    * Included in 2024 peer group.

  22. Implementation of Objectives

    Implementation of Objectives In fiscal year 2024, our executive compensation program consisted of the following forms of compensation, each of which is described below in greater detail: • Base Salary • Annual Incentive Bonus • Equity Compensation (subject to time and/or performance vesting) • Employee Benefit Programs In general, the Remuneration Committee aimed to set executives’ total cash compensation (base salary plus target bonus) at levels near the 50th percentile for executives with similar roles in the Company’s peer group. Long-term incentive awards include stock options and restricted stock units and the value of such awards is generally targeted at the 50th percentile of our peer group. The Remuneration Committee believes that the 50th percentile for total compensation is the minimum total compensation level that will allow us to attract and retain highly skilled executives.

  23. Base Salary

    Base Salary In 2024, Amarin's executive base salaries were generally at the market 50th percentile of executives with similar roles at the Company’s 2024 peer group. The Remuneration Committee aims to provide appropriate fixed compensation to attract and retain talent in a highly competitive industry while maintaining financial discipline. In setting base salaries, the Remuneration Committee considers shareholder interests, industry dynamics, and the need to balance cash and equity usage. In determining base salary levels for each executive officer for 2024, the Remuneration Committee also considered the following factors: • job criticality and individual performance of the executive, as well as overall performance of the Company, during the prior year; • the overall make-up of the senior leadership team and demands on the members given the Company's recently implemented restructurings; • level of responsibility, including breadth, scope, and complexity of the position; • level of experience and expertise of the executive; • internal review of the executive’s compensation relative to other executives to ensure internal equity; • level of the executive’s compensation in the form of equity incentive awards; and • executive officer compensation levels at other similar companies to ensure competitiveness. Salaries for executive officers are determined on an individual basis at the time of hire (or promotion) and are set to be competitive with peer companies in our industry. Adjustments to base salary are considered annually in light of each executive officer’s individual performance, the Company’s performance, and compensation levels at peer companies in our industry, as well as changes in job responsibilities or promotion. The Chief Executive Officer assisted the Remuneration Committee in its annual review of the base salaries of other executive officers based on the foregoing criteria.

  24. Annual Incentive Awards

    Annual Incentive Awards The Company provides executive officers with the opportunity to earn annual performance-based cash bonuses, designed to reward overall corporate performance and for executives other than the Chief Executive Officer, individual performance in a given year. The Board has adopted the Management Incentive Compensation Plan, under which the Remuneration Committee each year determines and approves corporate and individual performance goals and achievement of these goals for purposes of determining annual performance-based cash bonuses. The Management Incentive Compensation Plan is intended to provide structure and predictability regarding the determination of performance-based cash bonuses. Specifically, the Management Incentive Compensation Plan is intended to: i. increase management focus on goals that are challenging but achievable and intended to create value for shareholders; ii. encourage management to work as a team to achieve the Company’s goals; iii. encourage individuals to realize goals that are meaningful to the Company; iv. provide incentives for management to strive for achievement above and beyond the Company goals; and v. help attract and retain high quality senior management personnel. The Management Incentive Compensation Plan establishes annual bonus opportunities for our executive officers, with targets set by the Remuneration Committee. Actual bonuses are determined using a formulaic approach based on the achievement of pre-determined performance goals. To be eligible for a payout, the Company must achieve a minimum threshold of corporate and individual performance goals for the year. The corporate goals and the relative weighting of the corporate and individual performance goals, as well as the relative weighting for each individual of individual performance goals, are established by the Remuneration Committee on an annual basis, shortly after our Board approves our annual operating plan. Historically, the Chief Executive Officer’s bonus has been aligned with corporate performance with a portion tied to individual goals and would be awarded at the Board or the Remuneration Committee's discretion. For all other executive officers, individual goals are determined annually by the Remuneration Committee based on their areas of functional responsibility. Under the Management Incentive Compensation Plan, the Remuneration Committee reserves the right to make subjective assessments of executive performance, separately reward performance beyond established individual or corporate goals and targets, award a smaller or larger bonus than provided for in the Management Incentive Compensation Plan, or award no bonus at all.

  25. Fiscal Year 2024 Annual Bonus Incentive

    Fiscal Year 2024 Annual Bonus Incentive During the fourth quarter of 2024 and January 2025, the Remuneration Committee assessed the Company’s performance against corporate performance goals established for 2024 and, for executive officers other than our President and Chief Executive Officer, the executive’s overall performance against individual performance goals established for 2024. The Board approved the pre-defined 2024 corporate goals in January 2024, and made some revisions as the year progressed to change certain goals given the needs of the Company. Set forth below are the corporate goals that were approved by the Remuneration Committee for the 2024 fiscal year, as well as the relative weighting of these goals and the Remuneration Committee’s determination of achievement for each goal.

  26. Individual Performance-Based Cash Bonus Awards: Chief Executive Officer

    Individual Performance-Based Cash Bonus Awards: Chief Executive Officer The Remuneration Committee determines the Chief Executive Officer’s cash bonus award at its sole discretion. Historically, the Chief Executive Officer’s bonus has been primarily aligned with corporate performance, with a portion reflecting individual contributions. In 2024, the leadership transition created a unique set of circumstances, with Mr. Berg assuming the Chief Executive Officer role in June 2024. Given this context, the Remuneration Committee conducted a holistic evaluation of Mr. Berg’s performance, considering his leadership and strategic impact as Executive Vice President and President of the U.S. Business before his promotion, the critical contributions he made in ensuring stability and continuity following his transition to Chief Executive Officer, and overall corporate performance during the year. Based on this comprehensive assessment, the Remuneration Committee awarded Mr. Berg a cash bonus of $434,533.

  27. Individual Performance-Based Cash Bonus Awards: Named Executive Officers (Other than the Chief Executive Officer)

    Individual Performance-Based Cash Bonus Awards: Named Executive Officers (Other than the Chief Executive Officer) Based on the achievement of the Company’s 2024 pre-defined corporate goals and individual performance, the Remuneration Committee approved the annual bonus amounts set forth in the table below for the named executive officers, other than the Chief Executive Officer (see above), who were employed for the full fiscal year:

  28. Individual Performance-Based Cash Bonus Awards: Named Executive Officers (Other than the Chief Executive Officer)

    | Name | Bonus Target as % of Base Salary | % Based on Company 2024 Corporate Goals | % Based on 2024 Individual Goals | % of Company 2024 Corporate Goals Achieved | % of Individual 2024 Goals Achieved | % of Target Payable | Annual Cash Bonus Amount | | Peter L. Fishman(1) | 35% | 75% | 25% | 99.5% | 100% | 99.6% | $122,041 | | Steven B. Ketchum, Ph.D. | 50% | 75% | 25% | 99.5% | 100% | 99.6% | $333,290 | | Jonathan N. Provoost | 50% | 75% | 25% | 99.5% | 100% | 99.6% | $231,628 |

  29. Individual Performance-Based Cash Bonus Awards: Named Executive Officers (Other than the Chief Executive Officer)

    (1) Mr. Fishman's annual bonus was calculated based on his base salary of $350,000 and target bonus opportunity of 35% connected to his role prior to his promotion to Chief Financial Officer. In his role as Chief Financial Officer, Mr. Fishman's target bonus is 40% of his base salary of $400,000. Mr. Holt and Mr. Reilly were not eligible for an annual bonus in 2024 as a result of their separation from the Company in June and October 2024, respectively.

  30. Equity Compensation

    Equity Compensation

  31. Overview

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

  32. Annual Equity Grants Awarded in Fiscal Year 2024

    Annual Equity Grants Awarded in Fiscal Year 2024 In considering annual equity awards for our executive officers in 2024, the Remuneration Committee aimed to grant equity that generally targeted the 50th to 75th percentile of the Company’s 2024 peer group. For most named executive officers, the 2024 equity awards were comprised of a mix of 75% stock options (vesting over a four-year period) and 25% time-based restricted stock units (vesting over a three-year period). However, Mr. Fishman’s award, granted in February 2024, was composed entirely of time-based restricted stock units with a three-year vesting period—consistent with the award structure for his role prior to his promotion to Chief Financial Officer. The grant date fair values of the equity awards granted to executive officers for the 2024 fiscal year are reflected in the Summary Compensation Table below and the number of shares subject to equity awards granted in 2024 is reflected in the Grants of Plan-Based Awards table below. With respect to the Black-Scholes option-pricing model required under Financial Accounting Standard Board's Accounting Standards Codification Topic 718 ("FASB ASC Topic 718") and discussed further below, historical variable assumptions and other variables can cause model prices to be more or less than the actual value of an option when exercised or in an ultimate exit. Actual option value is instead based on the performance of our Ordinary Shares, which can vary significantly from these historical variable assumption-based valuation estimates. Because the actual value is based on share performance, the Remuneration Committee believes that the equity awards create added and important alignment of management with our other shareholders regarding our long-term growth.

  33. Employment Agreements

    Employment Agreements We have entered into a written employment agreement with each of our named executive officers other than Mr. Fishman. Each of these agreements was approved on our behalf by the Remuneration Committee or, in certain instances, by our Board. In filling each of our executive positions, our Board or the Remuneration Committee, as applicable, recognized that it would need to develop competitive compensation packages to attract qualified candidates in a dynamic labor market. At the same time, our Board or the Remuneration Committee were sensitive to the need to integrate new executive officers into the executive compensation structure that we were seeking to develop, balancing both competitive and internal equity considerations. Each employment agreement provides for “at-will” employment until termination thereof by the Company or the executive officer for any reason, and sets forth the initial compensation arrangements for the executive officer, including an initial base salary, an annual cash bonus opportunity, and an equity award recommendation. None of our employment agreements has a stated duration or term. In addition, each employment agreement with each of our named executive officers provides them with the opportunity to receive certain post-employment payments and benefits in the event of certain terminations of employment, as described under “—Change of Control and Severance Arrangements” and “—Potential Payments Upon Termination or Change in Control” below. Finally, these employment agreements prohibit the executive officer from engaging directly or indirectly in competition with us, recruiting or soliciting any of our employees, diverting our customers to a competitor, or disclosing our confidential information or business practices. Under our Executive Severance Plan, as described under “—Change of Control and Severance Arrangements” and “—Potential Payments Upon Termination or Change in Control” below, if a named executive officer’s employment agreement or offer letter includes severance terms, then the arrangement with the more favorable terms will control.

  34. Equity Award Grant Practices

    Equity Award Grant Practices The Remuneration Committee typically approves and grants annual equity awards at approximately the same time each year, during the January Remuneration Committee meeting. Outside the annual grant cycle, we may grant equity awards in connection with a new hire package, promotion grant, or retention grant. All such awards are granted under a shareholder-approved plan, and any stock options (or similar awards) are granted at an exercise price at or above the closing price of the Company’s common stock on the date of grant. We generally aim to avoid granting equity awards, including stock options, in anticipation of the release of material non-public information that is likely to result in changes to the price of our Ordinary Shares, and the release of material non-public information is not timed based on stock option or other equity award grant dates. During the last completed fiscal year, we did not award any stock options (or similar awards) to any named executive officer in the period beginning four business days before the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company current report on Form 8-K, that discloses material nonpublic information (other than a current report on Form 8-K disclosing a material new option award grant under Item 5.02(e) of that form), and ending one business day after the filing or furnishing of such report.

  35. Tax and Accounting Considerations

    Tax and Accounting Considerations Deductibility of Executive Compensation In making compensation decisions affecting our executive officers, the Remuneration Committee considers our ability to deduct under applicable federal corporate income tax law compensation payments made to executives. Specifically, the Remuneration Committee considers the requirements and impact of Section 162(m) of the Code. Under Section 162(m) of the Internal Revenue Code compensation paid to each of the company’s “covered employees” that exceeds $1 million per taxable year is generally non-deductible for tax purposes unless the compensation qualifies for certain grandfathered exceptions for certain compensation paid pursuant to a written binding contract in effect on November 2, 2017 and not materially modified on or after such date. Although the Remuneration Committee considers tax deduction implications as one factor in determining executive compensation, the Remuneration Committee also looks at other factors in making its decisions and believes that shareholder interests are best served if the Committee retains maximum flexibility to design executive compensation programs that meet stated business objectives. Taxation of “Parachute” Payments Sections 280G and 4999 of the Internal Revenue Code provide that executive officers and members of our Board who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we (or our successor) may forfeit a deduction on the amounts subject to this additional tax. We do not provide any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer may owe as a result of the application of Sections 280G or 4999 of the Internal Revenue Code, and have not agreed and are not otherwise obligated to provide any executive officer with such a “gross-up” or other reimbursement. Deferred Compensation If an executive officer is entitled to nonqualified deferred compensation benefits that are subject to Section 409A of the Internal Revenue Code (“Section 409A”), and such benefits do not comply with the requirements of Section 409A, such failure to comply could result in accelerated income inclusion for the executive officer of deferred compensation, as well as a 20% additional tax and additional interest penalties. We intend for all of our executive compensation to either comply with or be exempt from Section 409A. Accounting for Stock-Based Compensation We follow the FASB ASC Topic 718 for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and members of our Board, including options to purchase Ordinary Shares and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards. While we consider the expense resulting from the application of FASB ASC Topic 718 when granting our stock-based compensation awards to ensure that it is reasonable, the amount of this expense is not the most important factor that the compensation committee considers when making equity-award decisions.

  36. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation awarded to, earned by or paid to our named executive officers for the fiscal years ended December 31, 2024, 2023, and 2022.

  37. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(6) | Stock Awards ($)(7) | Option Awards ($)(8) | Non-Equity Incentive Plan Compensation ($)(9) | All Other Compensation ($)(10) | Total ($) | | Aaron D. Berg | 2024 | 662,602 | 576,859 | 140,360 | 1,889,293 | - | 8,271 | 3,277,385 | | President and Chief Executive Officer(1) | 2023 | 622,486 | 292,326 | 428,040 | 759,785 | 311,000 | 34,512 | 2,448,149 | | | 2022 | 566,891 | - | 645,258 | 378,345 | 335,000 | 11,812 | 1,937,306 | | Peter L. Fishman | 2024 | 310,170 | 33,750 | 133,100 | - | 122,041 | 6,938 | 606,000 | | Senior Vice President, Chief Financial Officer(2) | | | | | | | | | | Steven B. Ketchum, Ph.D. | 2024 | 667,153 | 161,460 | 140,360 | 422,293 | 333,290 | 8,271 | 1,732,827 | | Executive Vice President, President of Research and Development and Chief Scientific Officer | 2023 | 643,770 | 161,460 | 428,040 | 759,785 | 323,000 | 34,512 | 2,350,567 | | | 2022 | 618,375 | - | 645,258 | 378,345 | 361,000 | 11,812 | 2,014,790 | | Jonathan N. Provoost | 2024 | 465,000 | - | - | - | 231,628 | 5,191 | 701,819 | | Executive Vice President, Chief Legal & Compliance Officer and Secretary(3) | 2023 | 59,913 | 100,000 | - | 499,183 | - | 168 | 659,264 | | Patrick J. Holt | 2024 | 292,950 | | - | - | - | 43,344 | 336,294 | | Former President and Chief Executive Officer(4) | 2023 | 306,779 | - | - | 1,833,250 | - | 3,655 | 2,143,683 | | Thomas C. Reilly | 2024 | 471,334 | - | 140,360 | 422,293 | - | 80,773 | 1,114,760 | | Former Executive Vice President, Chief Financial Officer and Global Head of HR(5) | 2023 | 550,083 | 136,500 | 428,040 | 759,785 | 294,000 | 33,552 | 2,201,960 | | | 2022 | 280,367 | - | 288,000 | 116,325 | 326,000 | 4,803 | 1,015,495 |

  38. Summary Compensation Table

    (1) Mr. Berg was promoted to President and Chief Executive Officer, effective June 4, 2024, succeeding Patrick Holt. In addition, Mr. Berg was appointed as a member of the Company's Board, effective June 4, 2024 and receives no additional compensation for his service in such role. Prior to his promotion, Mr. Berg served as Executive Vice President, President U.S. Mr. Fishman was promoted to the Company's Chief Financial Officer effective December 13, 2024. Prior to his promotion, Mr. Fishman served as Vice President, Global Controller. Mr. Fishman was not a named executive officer for the fiscal years ended December 31, 2023 and 2022 and therefore, in accordance with SEC regulations, only compensation information for the fiscal year ended December 31, 2024 is included in the Summary Compensation Table. Mr. Provoost joined the Company on November 15, 2023 as the Company's Chief Legal and Compliance Officer. Mr. Holt joined the Company on July 18, 2023 as the Company's President and Chief Executive Officer. In addition to serving as our President and Chief Executive Officer, Mr. Holt served as a member of our Board, but received no additional compensation for his service in such role. Mr. Holt separated from the Company as President and Chief Executive Officer, as well as, a member of our Board on June 4, 2024. (5) Mr. Reilly joined the Company on June 20, 2022 as the Company’s Chief Financial Officer. Mr. Reilly separated from the Company on October 23, 2024. (6) The amount reported in this column for 2024 for Mr. Berg represents a one-time bonus of $142,326 plus a discretionary annual bonus award for 2024 of $434,533. For Mr. Provoost the amount in 2023 represents a one-time signing bonus. The amount reported in this column for Mr. Fishman and Dr. Ketchum represents a one-time bonus. (7) This column reflects the aggregate grant date fair value of time- and performance-based restricted stock unit awards granted in each year calculated in accordance with FASB ASC 718, excluding the effect of estimated forfeitures related to service-based vesting. For performance- based restricted stock units, the value reported reflects the value of the award at the grant date based upon the probable outcome of the performance conditions. For the performance-based restricted stock units granted in 2023, the grant date fair value of each such award is based on the probable outcome of the performance conditions, which is assumed to be the maximum level of achievement. Assumptions used in the calculations for these amounts are set forth in Note 9 to our consolidated financial statements included in the Company’s 2024 Annual Report on Form 10-K. (8) This column reflects the aggregate grant date fair value of time-based and performance-based stock option awards granted in each year and calculated in accordance with FASB ASC 718, excluding the effect of estimated forfeitures related to service-based vesting. The value of the performance-based stock option granted to Mr. Berg in 2024 and Mr. Holt in 2023 reflects the value of the award at the grant date based upon the probable outcome of the performance conditions, which is assumed to be the maximum level of achievement of the performance conditions. Assumptions used in the calculations for these amounts are set forth in Note 9 to our consolidated financial statements included in the Company’s 2024 Annual Report on Form 10-K. (9) This column reflects payments made under the Management Incentive Compensation Plan, including stretch bonus amounts, and special incentive bonus programs in respect of the year earned. See the discussion regarding fiscal year 2024 annual bonus incentives in “Executive Compensation Discussion and Analysis” for further information regarding the performance measures. (10) The amounts included in this column represent Company-paid match of 401(k)/pension contributions and life insurance premiums.

  39. Grants of Plan-Based Awards Tables for the Fiscal Year Ended December 31, 2024

    Grants of Plan-Based Awards Tables for the Fiscal Year Ended December 31, 2024 The following table sets forth certain information regarding grants of option awards to the named executive officers during fiscal year 2024:

  40. Grants of Plan-Based Awards Tables for the Fiscal Year Ended December 31, 2024

    | Name | Grant Date | All Other Option Awards: Number of Securities Underlying Options (#)(1) | Estimated Future Payouts for Equity Incentive Plan Awards: Target (#)(2) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Option Awards ($)(3) | | Aaron D. Berg | 2/1/2024 | 418,000 | - | 1.21 | 422,293 | | | 8/1/2024 | 5,000,000 | 5,000,000 | 0.62 | 1,467,000 | | Peter L. Fishman | - | - | - | - | - | | Steven B. Ketchum, Ph.D. | 2/1/2024 | 418,000 | - | 1.21 | 422,293 | | Jonathan N. Provoost | - | - | - | - | - | | Patrick J. Holt | - | - | - | - | - | | Thomas C. Reilly(4) | 2/1/2024 | 418,000 | - | 1.21 | 422,293 |

  41. Grants of Plan-Based Awards Tables for the Fiscal Year Ended December 31, 2024

    The options granted on February 1, 2024 vest over three years, with 33% vesting on the first anniversary of the grant date and the balance vesting ratably over the subsequent 8 calendar quarters. (2) The option granted to Mr. Berg on August 1, 2024 vests and is earned only if we achieve share price hurdles ranging from $1.25 to $10.00, and the earned option shares are subject to five months of further time-based vesting once a share price hurdle has been achieved. To date, none of the pre-defined share price milestones have been achieved and, as a result, none of the shares underlying the options have vested. (3) This column reflects the aggregate grant date fair value of option awards granted in 2024, and is calculated in accordance with FASB ASC 718, using the Black-Scholes option-pricing model, excluding the effect of estimated forfeitures related to service-based vesting. The value of the performance-based stock option granted to Mr. Berg in 2024 reflects the aggregate grant date fair value, and is calculated in accordance with FASB ASC 718, using the Monte Carlo option-pricing model, which is based upon the probable outcome of the performance conditions being achieved. Assumptions used in the calculations for these amounts are set forth in Note 9 to our consolidated financial statements included in the Company’s Annual Report on Form 10-K. (4) Mr. Reilly's option award was forfeited as a result of his separation from the Company in October 2024. The following table sets forth certain information regarding grants of restricted stock unit awards subject to time-based vesting to the named executive officers during fiscal year 2024:

  42. Grants of Plan-Based Awards Tables for the Fiscal Year Ended December 31, 2024

    | Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | Grant Date Fair Value of Stock Awards ($)(2) | | Aaron D. Berg | 2/1/2024 | 116,000 | 140,360 | | Peter L. Fishman | 2/1/2024 | 110,000 | 133,100 | | Steven B. Ketchum, Ph.D. | 2/1/2024 | 116,000 | 140,360 | | Jonathan N. Provoost | - | - | - | | Patrick J. Holt | - | - | - | | Thomas C. Reilly(3) | 2/1/2024 | 116,000 | 140,360 |

  43. Grants of Plan-Based Awards Tables for the Fiscal Year Ended December 31, 2024

    (1) These restricted stock unit awards vest in three equal annual installments on each of February 2, 2025, February 2, 2026 and February 2, 2027. (2) This column reflects the grant date fair value of time-based restricted stock unit awards granted in 2024, calculated in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. Assumptions used in the calculations for these amounts are set forth in Note 9 to our consolidated financial statements included in the Company’s 2024 Annual Report on Form 10-K. (3) Mr. Reilly's restricted stock unit award was forfeited as a result of his separation from the Company in October 2024. The following table sets forth certain information regarding grants of non-equity incentive plan awards to the named executive officers during fiscal year 2024:

  44. Grants of Plan-Based Awards Tables for the Fiscal Year Ended December 31, 2024

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | | | Target | Maximum | | Aaron D. Berg (2) | - | - | - | | Peter L. Fishman | - | 123,000 | 175,000 | | Steven B. Ketchum, Ph.D. | - | 335,000 | 477,000 | | Jonathan N. Provoost | - | 233,000 | 332,000 | | Patrick J. Holt (3) | - | - | - | | Thomas C. Reilly (3) | - | - | - |

  45. Grants of Plan-Based Awards Tables for the Fiscal Year Ended December 31, 2024

    The amounts in the “Target” and “Maximum” columns reflect the potential payouts under the 2024 Management Incentive Compensation Plan. The amounts in the “Maximum” column represent the amounts that could be earned if all corporate performance and individual performance goals under the 2024 Management Incentive Compensation Plan were achieved. Actual bonuses awarded to the individuals were based on achievement of the pre-defined objectives and are discussed in the “Executive Compensation Discussion and Analysis” section. (2) Mr. Berg's annual bonus for 2024 was awarded at the discretion of the Board. (3) Mr. Holt and Mr. Reilly were not eligible for an annual bonus in 2024 as a result of their separation from the Company in June and October 2024, respectively.

  46. Option Exercises and Stock Vested During 2024

    Option Exercises and Stock Vested During 2024 The following table sets forth the number of shares acquired by the named executive officers upon the exercise of stock options and vesting of restricted stock units in fiscal year 2024 as well as the value realized upon exercise or vesting. The value realized represents the aggregate difference between the fair market value of shares on the dates of exercise or vesting and the exercise prices, if any, multiplied by the number of shares acquired upon exercise or vesting, prior to payment of any applicable withholding taxes.

  47. Option Exercises and Stock Vested During 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Aaron D. Berg | - | - | 184,016 | 192,509 | | Peter L. Fishman | - | - | 31,016 | 33,643 | | Steven B. Ketchum, Ph.D. | - | - | 169,449 | 179,836 | | Jonathan N. Provoost | - | - | - | - | | Patrick J. Holt | - | - | - | - | | Thomas C. Reilly | - | - | 146,433 | 141,505 |

  48. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024 The following table shows information regarding outstanding stock option awards at December 31, 2024 for our named executive officers:

  49. Outstanding Equity Awards at Fiscal Year-End 2024

    | | Grant Date | Number of Securities Underlying Unexercised Options | | Equity Incentive Plan Awards: Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($/Sh) | Option Expiration Date | | Name | | Exercisable (#) | Unexercisable (#) | | | | | Aaron D. Berg | 2/2/2015 | 3,906 | - | - | 1.02 | 2/2/2025 | | | 7/6/2015 | 49,998 | - | - | 2.50 | 7/6/2025 | | | 2/1/2016 | 36,458 | - | - | 1.40 | 2/1/2026 | | | 2/1/2017 | 69,270 | - | - | 2.95 | 2/1/2027 | | | 5/1/2018 | 87,750 | - | - | 2.80 | 5/1/2028 | | | 2/1/2019 | 53,500 | - | - | 16.87 | 2/1/2029 | | | 2/3/2020 | 96,500 | - | - | 18.39 | 2/3/2030 | | | 1/4/2021 | 193,500 | - | - | 5.03 | 1/4/2031 | | | 8/2/2021 | 78,610 | 18,140(1) | - | 4.22 | 8/2/2031 | | | 2/4/2022 | 90,544 | 41,156(1) | - | 3.66 | 2/4/2032 | | | 2/21/2023 | 117,950 | 151,650(1) | - | 1.80 | 2/21/2033 | | | 7/19/2023 | 202,200 | 202,200(2) | - | 1.08 | 7/19/2033 | | | 2/1/2024 | - | 418,000(3) | - | 1.21 | 2/1/2034 | | | 8/1/2024 | | | 5,000,000(4) | 0.62 | 8/1/2034 | | Peter L. Fishman | 2/1/2019 | 20,000 | - | - | 16.87 | 7/1/2032 | | | 2/3/2020 | 3,100 | - | - | 18.39 | 2/3/2030 | | | 1/4/2021 | 3,100 | - | - | 5.03 | 1/4/2031 | | | 7/19/2023 | 25,350 | 25,350(2) | - | 1.08 | 7/19/2033 | | Steven B. Ketchum, Ph.D. | 2/1/2018 | 31,687 | - | - | 3.80 | 2/1/2028 | | | 2/1/2019 | 53,500 | - | - | 16.87 | 2/1/2029 | | | 2/3/2020 | 96,500 | - | - | 18.39 | 2/3/2030 | | | 1/4/2021 | 193,500 | - | - | 5.03 | 1/4/2031 | | | 8/2/2021 | 78,610 | 18,140(1) | - | 4.22 | 8/2/2031 | | | 2/4/2022 | 90,544 | 41,156(1) | - | 3.66 | 2/4/2032 | | | 2/21/2023 | 117,950 | 151,650(1) | - | 1.80 | 2/21/2033 | | | 7/19/2023 | 202,200 | 202,200(2) | | 1.08 | 7/19/2033 | | | 2/1/2024 | - | 418,000(3) | - | 1.21 | 2/1/2034 | | Jonathan N. Provoost | 12/1/2023 | 200,000 | 600,000(1) | - | 0.75 | 11/15/2033 | | Thomas C. Reilly | 7/1/2022 | 56,250 | - | - | 1.44 | 11/15/2025 | | | 2/21/2023 | 101,100 | - | - | 1.08 | 11/15/2025 | | | 7/19/2023 | 202,200 | - | - | 1.08 | 11/15/2025 |

  50. Outstanding Equity Awards at Fiscal Year-End 2024

    (1) 25% of the shares underlying this stock option vest on the first anniversary of the grant date, and the remaining 75% of the shares underlying this option vest ratably over the next 12 quarters. The shares underlying these stock options vest 50% on each of January 1, 2024 and January 1, 2025. 33% of the shares underlying this stock option vest on the first anniversary of the grant date and the remaining 67% of the shares underlying this option vest ratably over the next eight quarters. The shares underlying these stock options vest and are earned only if the Company achieves share price hurdles ranging from $1.25 to $10.00, and the earned option shares are subject to five months of further time-based vesting once a share price hurdle has been achieved. To date, none of the pre-defined share price milestones have been achieved and, as a result, none of the shares underlying the options have vested. The following table shows information regarding outstanding restricted stock unit awards at December 31, 2024, for our named executive officers:

  51. Outstanding Equity Awards at Fiscal Year-End 2024

    | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Aaron D. Berg | 2/3/2020 | - | - | 87,400(8) | 42,389 | | | 2/4/2022 | 34,566 | 16,765(2) | - | - | | | | - | - | 72,600(8) | 35,211 | | | 2/21/2023 | 89,867 | 43,585(3) | - | - | | | | - | - | 51,500(9) | 24,978 | | | 2/1/2024 | 116,000 | 56,260(4) | - | - | | Peter L. Fishman | 3/1/2021 | 2,600 | 1,261(5) | - | - | | | 2/4/2022 | 8,400 | 4,074(2) | - | - | | | 8/1/2022 | 12,500 | 6,063(6) | - | - | | | 2/1/2023 | 22,534 | 10,929(3) | - | - | | | 4/1/2023 | 5,000 | 2,425(7) | - | - | | | 2/1/2024 | 110,000 | 53,350(4) | - | - | | Steven B. Ketchum, Ph.D. | 2/3/2020 | - | - | 87,400(8) | 42,389 | | | 1/4/2021 | - | - | 43,700(8) | 21,195 | | | 2/4/2022 | 34,566 | 16,765(2) | - | - | | | | - | - | 72,600(8) | 35,211 | | | 2/21/2023 | 89,867 | 43,585(3) | - | - | | | | - | - | 51,500(9) | 24,978 | | | 2/1/2024 | 116,000 | 56,260(4) | - | - |

  52. Outstanding Equity Awards at Fiscal Year-End 2024

    The market value of the restricted stock unit awards represents the product of the closing price of our stock as of December 31, 2024, the last trading day of the year, which was $0.49, and the number of shares underlying each such award and, with respect to performance-based awards, assumes satisfaction of the applicable performance criteria. (2) This restricted stock unit award vests in equal annual installments over three years, commencing January 31, 2023. Amount unvested at December 31, 2024 represents the third and final tranche. (3) This restricted stock unit award vests in equal annual installments over three years, commencing February 21, 2024. Amount unvested at December 31, 2024 represents the remaining two vesting tranches. (4) These restricted stock unit awards vest in equal annual installments over three years, commencing February 2, 2025. (5) These restricted stock unit awards vest in equal annual installments over four years, commencing March 1, 2022. Amount unvested at December 31, 2024 represents the fourth and final tranche. (6) These restricted stock unit awards vest in equal annual installments over four years, commencing August 1, 2023. Amount unvested at December 31, 2024 represents the remaining two vesting tranches. (7) These restricted stock unit awards vest in equal annual installments over three years, commencing on April 1, 2024. Amount unvested at December 31, 2024 represents the remaining two vesting tranches. These restricted stock unit awards vest upon achievement of certain sales and operational performance goals. As of December 31, 2024, the specified performance criteria had not been achieved. These restricted stock unit awards vest upon achievement of certain operational performance goals and are subject to certain further time-based vesting. Amarin’s Remuneration Committee certified the achievement of performance goals effective as of January 10, 2024, resulting in the vesting of one tranche at such time, with the remaining tranche scheduled to vest on January 30, 2025.

  53. Pension Benefits

    Pension Benefits We do not currently sponsor or maintain any defined benefit pension plans or other benefit plans providing specified retirement payments and benefits for employees.

  54. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not currently sponsor or maintain any non-qualified defined contribution or other non-qualified deferred compensation plans for employees.

  55. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The table below shows the benefits potentially payable to each of our named executive officers assuming the named executive officer’s employment was terminated without cause by the Company or for good reason within 24 months following a change of control and such termination occurred on December 31, 2024.

  56. Potential Payments upon Termination or Change in Control

    | Name | Base Salary ($) | Bonus Payment ($) | Accelerated Vesting of Options(1) ($) | Accelerated Vesting of Restricted Stock Units(2) ($) | Continuation of Health Benefits ($) | Total ($) | | Aaron D. Berg | 2,310,000 | - | - | 219,188 | 54,568 | 2,583,756 | | Peter L. Fishman | 600,000 | 240,000 | - | 78,101 | - | 918,101 | | Steven B. Ketchum, Ph.D. | 1,003,635 | 501,818 | - | 240,382 | 53,428 | 1,799,263 | | Jonathan N. Provoost | 697,500 | 348,750 | - | - | 54,568 | 1,100,818 |

  57. Potential Payments upon Termination or Change in Control

    (1) The value of the accelerated vesting of options equals the difference (if positive) between the option exercise price and the closing price per share of our ADSs on December 31, 2024 ($0.49), the last trading day of the year, multiplied by the number of shares that would have been accelerated upon a termination occurring on December 31, 2024. As of December 31, 2024, all stock options held by the named executive officers were underwater. (2) The value of the accelerated vesting of restricted stock units equals the closing price per share of our ADSs on December 31, 2024 ($0.49), the last trading day of the year, multiplied by the number of restricted stock units that would have been accelerated upon a termination occurring on December 31, 2024. Included in these amounts are amounts related to performance-based restricted stock units that would vest upon a change in control of $25,235 for Mr. Berg, and $25,235 for Dr. Ketchum. The table below shows the benefits potentially payable to each of our named executive officers assuming the named executive officer’s employment was terminated by the Company without cause (or to the extent a named executive officer's employment agreement provides good reason protection outside of a change of control, if the participant terminates employment for good reason) other than within 24 months following change of control and assuming such termination occurred on December 31, 2024.

  58. Potential Payments upon Termination or Change in Control

    | Name | Base Salary ($) | Bonus Payment ($) | Accelerated Vesting of Options(1) ($) | Accelerated Vesting of Restricted Stock Units(2) ($) | Continuation of Health Benefits ($) | Total ($) | | Aaron D. Berg | 1,732,500 | - | - | 64,190 | 54,568 | 1,851,258 | | Peter L. Fishman | 400,000 | 160,000 | - | 12,135 | - | 572,135 | | Steven B. Ketchum, Ph.D. | 669,090 | 334,545 | - | 64,190 | 35,619 | 1,103,444 | | Jonathan N. Provoost | 465,000 | 232,500 | - | 36,144 | 36,379 | 770,023 |

  59. Potential Payments upon Termination or Change in Control

    The value of the accelerated vesting of time-based options equals the difference (if positive) between the option exercise price and the closing price per share of our ADSs on December 31, 2024 ($0.49), the last trading day of the year, multiplied by the number of shares that would have been accelerated upon termination. As of December 31, 2024, all stock options held by the named executive officers were underwater. The value of the accelerated vesting of time-based restricted stock units equals the closing price per share of our ADSs on December 31, 2024 ($0.49), the last trading day of the year, multiplied by the number of time-based restricted stock units that would have been accelerated upon termination.

  60. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio Pursuant to a mandate of the Dodd-Frank Act, the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s total annual compensation to the total annual compensation of the principal executive officer (“PEO”). Our PEO for 2024 was Mr. Aaron D. Berg. We believe that our compensation philosophy must be consistent and internally equitable to motivate our employees to create shareholder value. The purpose of the required disclosure is to provide a measure of pay equity within the organization. We are committed to internal pay equity, and our Remuneration Committee monitors the relationship between the pay our PEO receives and the pay our non-executive employees receive. As illustrated in the table below, our 2024 PEO to median employee pay ratio was approximately 21:1.

  61. Chief Executive Officer Pay Ratio

    | PEO 2024 Compensation | $3,314,783 | | Median Employee 2024 Compensation (Other than the PEO) | $156,537 | | Ratio of PEO to Median Employee Compensation | 21 |

  62. Chief Executive Officer Pay Ratio

    We identified the median employee using annualized base salary for 2024, bonus(es) earned in 2024, and aggregate grant date fair values for equity awards granted in 2024 for all individuals who were employed by us on December 31, 2024, the last day of our fiscal year (whether employed on a full-time or part-time basis). Reportable wages were annualized for those permanent full-time or part-time employees who were not employed for the full calendar year or who were on a leave of absence for any part of the year. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. A substantial portion of the compensation included in this analysis is based on estimates. Furthermore, as discussed above, the Black-Scholes option-pricing model is used to estimate the value of option awards. Under the Black-Scholes option-pricing model, historical variable assumptions and other variables can cause model prices to be more or less than the actual value of an option when exercised or in an ultimate exit. Actual option value is instead based on stock performance, which can vary significantly from these historical variable assumption-based valuation estimates. The realized value of the long-term equity awards granted to the Company’s CEO and other employees in the future could be considerably more or less than these historical estimates as the future value of the Company’s ADSs cannot be accurately predicted by the Black-Scholes option-pricing model or by any model.

  63. Pay Versus Performance Disclosure

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

  64. Pay Versus Performance Disclosure

    | | | | | | | | | | | | Value of Initial Fixed $100 Investment based on:4 | | | | | Year | Summary Compensation Table Total for Aaron D. Berg1 ($) | Summary Compensation Table Total for Patrick J. Holt1 ($) | Summary Compensation Table Total for Karim Mikhail1 ($) | Summary Compensation Table Total for John F. Thero1 ($) | Compensation Actually Paid to Aaron D. Berg1,2,3 ($) | Compensation Actually Paid to Patrick J. Holt1,2,3 ($) | Compensation Actually Paid to Karim Mikhail1,2,3 ($) | Compensation Actually Paid to John F. Thero1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | TSR ($) | Peer Group TSR ($) | Net Income ($ 'Ms) | Cash Preservation5 | | (a) | | (b) | (b) | (b) | | (c) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 3,277,385 | 336,294 | — | — | 1,473,608 | 336,294 | — | — | 1,038,851 | 640,684 | 2.26 | 118.20 | (87.0) | 133% | | 2023 | 2,448,149 | 2,143,683 | 4,880,592 | — | 1,951,668 | 2,157,684 | (931,402) | — | 1,737,264 | 1,258,371 | 4.06 | 118.87 | (55.0) | 218% | | 2022 | — | — | 8,393,551 | — | — | — | 1,247,331 | — | 1,910,071 | 226,545 | 5.64 | 113.65 | (105.8) | 115% | | 2021 | — | — | 5,834,553 | 9,635,654 | — | — | 3,521,093 | (198,701) | 2,873,934 | 1,523,340 | 15.72 | 126.45 | 7.7 | 140% | | 2020 | — | — | — | 17,915,671 | — | — | — | (19,584,674) | 4,388,387 | (4,869,753) | 22.81 | 126.42 | (18.0) | 128% |

  65. Pay Versus Performance Disclosure

    John F. Thero was our PEO from 2014 until he retired effective August 1, 2021. Karim Mikhail was our PEO starting from August 1, 2021 until his resignation on March 27, 2023. Aaron D. Berg was our interim PEO from April 2023 through July 2023. Patrick J. Holt was our PEO starting from July 18, 2023 until his resignation on June 4, 2024. Mr. Berg became PEO effective June 4, 2024. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  66. Pay Versus Performance Disclosure

    | 2021 | 2022 | 2023 | 2024 | | Joseph T. Kennedy | Michael W. Kalb | Steven B. Ketchum, Ph.D. | Steven B. Ketchum, Ph.D. | | Michael W. Kalb | Steven B. Ketchum, Ph.D. | Thomas C. Reilly | Thomas C. Reilly | | Steven B. Ketchum, Ph.D. | Aaron D. Berg | Jonathan N. Provoost | Jonathan N. Provoost | | Aaron D. Berg | Jason Marks | | Peter L. Fishman | | Jason Marks | Thomas C. Reilly | | |

  67. Pay Versus Performance Disclosure

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

  68. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Aaron D. Berg ($) | Exclusion of Stock Awards and Option Awards for Aaron D. Berg ($) | Inclusion of Equity Values for Aaron D. Berg ($) | Compensation Actually Paid to Aaron D. Berg ($) | | 2024 | 3,277,385 | (2,029,653) | 225,876 | 1,473,608 |

  69. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Patrick J. Holt ($) | Exclusion of Stock Awards and Option Awards for Patrick J. Holt ($) | Inclusion of Equity Values for Patrick J. Holt ($) | Compensation Actually Paid to Patrick J. Holt ($) | | 2024 | 336,294 | - | — | 336,294 |

  70. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 1,038,851 | (314,602) | (83,566) | 640,684 |

  71. Pay Versus Performance Disclosure

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

  72. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Aaron D. Berg ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Aaron D. Berg ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Aaron D. Berg ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Aaron D. Berg ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Aaron D. Berg ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Aaron D. Berg ($) | Total - Inclusion of Equity Values for Aaron D. Berg ($) | | 2024 | 164,127 | (234,164) | — | 295,913 | — | — | 225,876 |

  73. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Patrick J. Holt ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Patrick J. Holt ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Patrick J. Holt ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Patrick J. Holt ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Patrick J. Holt ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Patrick J. Holt ($) | Total - Inclusion of Equity Values for Patrick J. Holt ($) | | 2024 | — | — | — | — | — | — | — |

  74. Pay Versus Performance Disclosure

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 54,369 | (133,086) | — | 89,922 | (94,771) | — | (83,566) |

  75. Pay Versus Performance Disclosure

    4. The Peer Group TSR set forth in this table utilizes the NASDAQ Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the NASDAQ Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. 5. We determined Cash Preservation to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2024. Cash Preservation is a financial measure that reflects the actual amount of net cash outflow from our operating activities relative to our operating plan target. Cash Preservation of 100% indicates net cash outflow from operating activities equal to operating plan target; figures above 100% indicate that net cash outflow from operating activities was lower than operating plan target. Cash Preservation is one of the measures used in determining the extent to which the corporate performance goals for the 2024 annual bonus incentive were achieved. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years, and the Nasdaq Biotechnology Index over the same period. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Cash Preservation The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Cash Preservation during the four most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2024 to Company performance. The measures in this table are not ranked.

  76. Pay Versus Performance Disclosure

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

  77. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  78. Non-Employee Director Compensation

    Non-Employee Director Compensation We have maintained a non-employee director compensation program since 2012, which we have amended from time to time. The non-employee director compensation program applicable to 2024 compensation was intended to approximate the 50th percentile of non-employee director compensation within the Company’s 2024 peer group. When the Remuneration Committee was reconstituted in March 2023, the new members worked with Aon to revise the vesting and mix of, and to reduce the size of, the initial and annual equity grants provided for in the non-employee director compensation program, which revisions are described below. In January 2024, in light of the new peer group for the 2024 compensation cycle, the Remuneration Committee further revised the vesting and reduced the size of the initial and annual equity grants provided for in the non-employee director compensation program to more closely align with the 50th percentile of the 2024 peer group. 2024 Non-Employee Director Compensation A summary of the non-employee director compensation arrangements for fiscal year 2024 is set forth below.

  79. Non-Employee Director Compensation

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

  80. Non-Employee Director Compensation

    *These fees are in addition to the Annual Board Retainer Fee, as applicable. The annual retainers are paid in equal installments in arrears within 30 days of the end of each calendar quarter, or upon the earlier resignation or removal of the non-employee director. For non-employee directors who join the Board during the calendar year, annual retainers are prorated based on the number of calendar days served by such director in the calendar year. Non-employee directors are given an annual election option, which option is to be exercised within 10 calendar days of the end of each quarter, of receiving their annual retainers in the form of either (i) cash or (ii) unregistered non-ADS Ordinary Shares, with any such issuances to be priced at the greater of (a) the closing price of the Company’s ADSs on Nasdaq on the date which is 10 calendar days after the end of each quarter or (b) £0.50 per share (i.e., par value per Ordinary Share). As described above, the Remuneration Committee undertook a review of non-employee director compensation and, in May 2023 approved a new non-employee director compensation policy that reduced the size of the initial and annual equity grants for non-employee directors and adjusted the mix of options and restricted stock units such that options represent a larger portion of the equity retainers, and further reduced the size and vesting of these awards in January 2024. The cash retainers for non-employee directors remained the same as the 2024 cash retainers. No further revisions were made to the non-employee directors annual equity grants or cash retainers. As revised in February 2024, any new directors will receive an equity award with a grant date fair value of $262,500 with the same 75%/25% split between options and restricted stock units, with options vesting one third on the first anniversary of the date of grant and vesting in equal quarterly installments for the two years thereafter, and restricted stock units vesting annually over three years (and without deferred settlement). Additionally, as revised in February 2024, for so long as the non-employee director, including the Non-Executive Chairman, remains on the Board, he or she will receive an equity award with a grant date fair value of $175,000 with the same 75%/25% split between options and restricted stock units, with options vesting annually over three years, and restricted stock units vesting annually over three years (and without deferred settlement). All equity awards are made pursuant to the terms of the Company’s 2020 Plan, as amended and in effect from time to time. In the event of a change of control (as defined in the 2020 Plan), all equity awards held by non-employee directors shall immediately become fully vested. Non-employee directors are also reimbursed for their reasonable out-of-pocket expenses incurred in connection with attending Board and committee meetings.

  81. Director Compensation Table

    Director Compensation Table The following table shows the compensation for each person who served as a non-employee member of our Board during the year ended December 31, 2024. We do not provide separate compensation to our directors who are also our employees. The compensation paid to Patrick Holt, our former President and Chief Executive Officer and Aaron Berg, our current President and Chief Executive Officer, for fiscal year 2024, is set forth in the Summary Compensation Table.

  82. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(3) ($) | Option Awards(2)(3) ($) | Total ($) | | Patrice Bonfiglio | 57,663 | 43,750 | 131,250 | 232,663 | | Paul Cohen | 51,790 | 43,750 | 131,250 | 226,790 | | Mark DiPaolo(4) | 49,505 | 43,750 | 131,250 | 224,505 | | Keith Horn | 63,055 | 43,750 | 131,250 | 238,055 | | Odysseas Kostas | 65,096 | 43,750 | 131,250 | 240,096 | | Oliver O'Connor | 33,183 | 43,750 | 131,250 | 208,183 | | Louis Sterling III | 58,803 | 43,750 | 131,250 | 233,803 | | Diane Sullivan | 62,458 | 43,750 | 131,250 | 237,458 |

  83. Director Compensation Table

    (1) The value of the stock awards reflects the aggregate grant date fair value, calculated in accordance with FASB ASC 718, excluding the effect of estimated forfeitures related to service-based vesting. Assumptions used in the calculations for these amounts are set forth in Note 9 to our consolidated financial statements included in the Company’s 2024 Annual Report on Form 10-K. The value of the option awards reflects the aggregate grant date fair value, calculated in accordance with FASB ASC 718 using the Black-Scholes option-pricing model, excluding the effect of estimated forfeitures related to service-based vesting. Assumptions used in the calculations for these amounts are set forth in Note 9 to our consolidated financial statements included in the Company’s Annual Report on Form 10-K. The following table shows the amount of unexercised stock options, unvested restricted stock unit awards and vested restricted stock unit awards subject to deferred delivery held by the non-employee directors as of December 31, 2024:

  84. Director Compensation Table

    | Name | Shares Underlying Unexercised Unvested Stock Options | Shares Underlying Unexercised Vested Stock Options | Shares Underlying Unvested Stock Awards | Shares Underlying Vested but Deferred Stock Awards | | Patrice Bonfiglio | 369,527 | 262,277 | 113,531 | 87,426 | | Paul Cohen | 369,527 | 262,277 | 113,531 | 87,426 | | Mark DiPaolo | 369,527 | 262,277 | 113,531 | 87,426 | | Keith Horn | 369,527 | 262,277 | 113,531 | 87,426 | | Odysseas Kostas | 369,527 | 275,670 | 113,531 | 91,890 | | Oliver O'Connor | 369,527 | 262,277 | 113,531 | 87,426 | | Louis Sterling III | 369,527 | 262,277 | 113,531 | 87,426 | | Diane Sullivan | 369,527 | 262,277 | 113,531 | 87,426 |

  85. Director Compensation Table

    (4) Mr. DiPaolo is not standing for re-election at the Annual General Meeting but will remain on the Board through the date of the Annual General Meeting.