DEF 14A of Structure Therapeutics Inc., Apr 24, 2025

DEF 14A of Structure Therapeutics Inc.

Filed Apr 24, 2025 · FY20240001104659-25-038675

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  2. Our Board of Directors

    Our Board of Directors Our Board is divided into three classes, with only one class of directors being elected in each year and each class, Class I, Class II and Class III, serving a three-year term. Each Class II director has a term that expires at the Annual General Meeting, each Class III director has a term that expires at the Company’s 2026 annual general meeting of shareholders and each Class I director has a term that expires at the Company’s 2027 annual general meeting of shareholders, or in each case until their respective successors are duly elected and qualified, or until their earlier death, resignation, or removal. There are currently seven members of the Board. There are two Class II directors whose term of office expires at the Annual General Meeting — Eric Dobmeier and Joanne Waldstreicher, M.D. Mr. Dobmeier and Dr. Waldstreicher are currently directors of the Company and were previously appointed to the Board prior to our initial public offering (“IPO”) and were both recommended for nomination to the Board at the Annual General Meeting by the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”). Dr. Waldstreicher was approved by our Board and elected by holders of a majority of our Series A+ convertible preferred shares that were in existence prior to our IPO. If a nominee becomes unavailable for election as a result of an unexpected occurrence, Ordinary Shares that would have been voted for that nominee may instead be voted for the election of a substitute nominee as designated by the Board, or alternatively, the Board may leave a vacancy or the Board or reduce the size of the Board. The nominees for election have agreed to serve if elected. Our management has no reason to believe that the nominees will be unable to serve. The Nominating Committee seeks to identify, evaluate and recommend and communicate with candidates qualified to become directors or director nominees consistent with criteria approved by the Board, including potential conflicts of interest, director independence and other requirements. The brief biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the Nominating Committee to believe that that nominee should serve or continue to serve on the Board. However, each of the members of the Nominating Committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members. We believe that, as a whole, our Board possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee. The biographies of our nominees for election to the Board as Class II directors, and all other directors whose term will continue after the Annual General Meeting, are set forth below, including the offices held, other business directorships and the class and term of each director nominee and director. Each of the biographies highlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a director.

  3. Class II Director Nominees for Election at the Annual General Meeting

    Class II Director Nominees for Election at the Annual General Meeting Eric Dobmeier, 56, has served as a member of our Board since December 2022. From April 2019 to August 2023, Mr. Dobmeier served as President, Chief Executive Officer and a member of the board of directors of Chinook Therapeutics, Inc. (NASDAQ: KDNY), a publicly traded biotechnology company focused on kidney diseases, prior to its acquisition by Novartis in August 2023. Prior to joining Chinook, Mr. Dobmeier served as President and Chief Executive Officer of Silverback Therapeutics, Inc. from January 2018 to June 2018. Prior to that, Mr. Dobmeier held positions of increasing responsibility at Seattle Genetics, Inc. (NASDAQ: SGEN), a publicly traded biotechnology company, from 2002 to December 2017, including as Chief Operating Officer from June 2011 to December 2017. Previously, Mr. Dobmeier was an attorney with the law firms of Venture Law Group and Heller Ehrman LLP, where he represented technology companies in connection with public and private financings, mergers and acquisitions and corporate partnering transactions. Since May 2024, Mr. Dobmeier has served as a venture partner at Samsara Biocapital, and since July 2024, as a member of the board of directors of Janux Therapeutics, Inc. (NASDAQ: JANX), a publicly traded biotechnology company. Mr. Dobmeier also currently serves on the board of several other private biotechnology companies. Mr. Dobmeier previously served on the boards of directors of Atara Biotherapeutics (NASDAQ: ATRA) from 2015 to 2024, Adaptive Biotechnologies Corp (NASDAQ: ADPT) from 2016 to 2021, Stemline Therapeutics, Inc. (NASDAQ: STML) from 2012 to 2018 and Versartis (NASDAQ: VSAR) from 2017 to 2018, each a publicly traded biopharmaceutical company. He received his A.B. in History from Princeton University and his J.D. from the University of California, Berkeley School of Law. We believe Mr. Dobmeier is qualified to serve as a member of our Board because of his legal, business development and operating experience, senior management experience at public biotechnology companies and his service as a director of other biopharmaceutical companies. Joanne Waldstreicher, M.D., 65, has served as a member of our Board since December 2022. From December 2012 to April 2023, Dr. Waldstreicher served as Chief Medical Officer at Johnson & Johnson (NYSE: JNJ), where she held various roles since 2002, including Chief Medical Officer & Head, Asia Pacific Medical Science at Janssen Pharmaceutical Companies of Johnson & Johnson from 2011 to 2012 and Senior Vice President, Head, Global Drug Development from 2007 to 2009. Prior to joining Johnson & Johnson, Dr. Waldstreicher oversaw endocrinology and metabolism clinical research at Merck Research Laboratories. Dr. Waldstreicher currently serves on the board of directors of Beckton Dickson & Co. (NYSE: BDX), a global medical technology company. Dr. Waldstreicher also currently serves as a faculty affiliate of the Division of Medical Ethics, Department of Population Health at New York University School of Medicine. Dr. Waldstreicher also serves as an independent consultant to Galapagos Pharmaceuticals and as an independent advisor to i-Cubed, a group affiliated with Duke Clinical Research. Dr. Waldstreicher received her B.A. in Chemistry at City University of New York, Brooklyn College, and her M.D. at Harvard Medical School. We believe Dr. Waldstreicher is qualified to serve on our Board based on her extensive experience as a pharmaceutical executive with significant expertise in clinical development, drug development strategy and regulatory affairs. THE BOARD RECOMMENDS A VOTE IN FAVOR OF THE BOARD’S NOMINEES FOR DIRECTOR.

  4. Class III Directors Continuing in Office Until the 2026 Annual General Meeting

    Class III Directors Continuing in Office Until the 2026 Annual General Meeting Ted W. Love, M.D., 66, has served as a member of our Board since August 2023. Dr. Love previously served as President and Chief Executive Officer of Global Blood Therapeutics, Inc., a former publicly-traded biopharmaceutical company focused on hematology, from June 2014 to October 2022, prior to its acquisition by Pfizer Inc. Prior to serving at Global Blood Therapeutics, Dr. Love served as Executive Vice President, Research and Development and Technical Operations at Onyx Pharmaceuticals, Inc., from February 2010 to August 2012. Prior to Onyx, from 2001 to January 2009, Dr. Love served as President, Chief Executive Officer and Chairman of Nuvelo, Inc. Prior to that, he served as Senior Vice President, Development, at Theravance, Inc. from 1998 to 2001. Previously, he spent six years at Genentech, Inc., where he held a number of senior management positions in medical affairs and product development and served as chairman of Genentech’s Product Development Committee. Dr. Love served as a consultant in medicine in the Department of Cardiology at the Massachusetts General Hospital. Dr. Love currently serves on the board of directors of Gilead Sciences, Inc. (NASDAQ: GILD) and Royalty Pharma plc (NASDAQ: RPRX), each a biopharma company. Within the past five years Dr. Love previously served on the board of directors of Seagen, Inc. from 2020 to 2023, Amicus Therapeutics, Inc. from 2012 to 2020, Global Blood Therapeutics, Inc. from 2013 to 2022 and Portola Pharmaceuticals, Inc. from 2019 to 2020 (prior to its acquisition by Alexion Pharmaceuticals, Inc.). Dr. Love holds a B.A. in molecular biology from Haverford College and an M.D. from Yale Medical School. He completed a residency in internal medicine and a fellowship in cardiology at the Massachusetts General Hospital. We believe that Dr. Love is qualified to serve on our Board because of his extensive leadership and management experience in the biopharmaceutical industry, in addition to his prior experience as a practicing physician. Raymond Stevens, Ph.D., 61, has served as our co-founder and Chief Executive Officer since May 2019 and as a member of our Board since February 2019. Previously, Dr. Stevens founded the Bridge Institute at the University of Southern California, where he served as Founding Director and Professor from July 2014 to May 2019, and since then as Professor Emeritus. Prior to founding the Bridge Institute, Dr. Stevens founded the iHuman Institute at ShanghaiTech University (“iHuman Institute”), in January 2012, where he has since served as Founding Director and Adjunct Professor. Prior to founding the iHuman Institute, Dr. Stevens served as Professor, Department of Integrative Structural and Computational Biology and Chemistry at The Scripps Research Institute from June 1999 to July 2014. Previously, Dr. Stevens also founded and served on the board of directors of Receptos Inc., which was acquired by Celgene, a subsidiary of Bristol-Myers Squibb, and founded Syrxx, Inc., which was acquired by Takeda Pharmaceutical Company Limited. Dr. Stevens also currently serves as a member of the board of directors and as a member of the audit and science and technology committees of Danaher Corporation (NYSE: DHR). Dr. Stevens completed a post-doctoral fellowship in Chemistry at Harvard University. Dr. Stevens received his B.A. in Chemistry from the University of Southern Maine, and his Ph.D. in Organic Chemistry from the University of Southern California. We believe that Dr. Stevens is qualified to serve on our Board based on his extensive experience in the field of structure-based drug discovery and as a director of public and private companies. As our Chief Executive Officer, Dr. Stevens also provides invaluable insight to our management’s perspective in the Board’s discussions regarding our company’s business and strategic plans. Daniel G. Welch, 67, has served as Chairman of our Board since January 2022. Mr. Welch served as an Executive Partner of Sofinnova Ventures, a venture capital firm from January 2015 to February 2018. Prior to serving at Sofinnova, Mr. Welch served as Chief Executive Officer and President of InterMune, Inc., a biotechnology company, from September 2003 until its acquisition by Roche Holdings AG (OTCMKTS: RHHBY) in September 2014. Mr. Welch also served as Chairman of InterMune from May 2008 to September 2014. Prior to serving at InterMune, Mr. Welch served as Chairman and Chief Executive Officer of Triangle Pharmaceuticals, Inc., a pharmaceutical company that was acquired by Gilead Sciences, Inc. (Nasdaq: GILD), from 2002 to 2003. Prior to serving at Triangle Pharmaceuticals, Mr. Welch served as President of Biopharmaceuticals at Elan Corporation (TYO: 6099) from 2000 to 2002. Prior to serving at Elan, Mr. Welch served in various senior management roles at Sanofi-Synthelabo, now Sanofi S.A. (Nasdaq: SNY), from 1987 to 2000, including as Vice President of Worldwide Marketing and Chief Operating Officer of the U.S. business. Mr. Welch currently serves on the boards of directors of Ultragenyx Pharmaceutical Inc. (Nasdaq: RARE) and Prothena Corporation plc (Nasdaq: PRTA). Mr. Welch also previously served as an advidsor to Pacira Biosciences, Inc. (NASDAQ: PCRX) until April 2025 and on the board of directors of Nuvation Bio, Inc. (NYSE: NUVB) from June 2020 to June 2024. Mr. Welch received his B.B.A. in Marketing from the University of Miami and his M.B.A. from the University of North Carolina. We believe that Mr. Welch is qualified to serve on our Board based on his operational and strategic expertise in the global pharmaceutical market, his experience serving on the board of directors of publicly traded pharmaceutical companies and his extensive experience in leading companies from clinical-stage drug development to large-scale global commercialization.

  5. Class I Directors Continuing in Office Until the 2027 Annual General Meeting

    Class I Directors Continuing in Office Until the 2027 Annual General Meeting Angus C. Russell, 69, has served as a member of our Board since August 2024. He served as Chief Executive Officer of Shire plc (SHPG), a biopharmaceutical company, from June 2008 to April 2013, and as Chief Financial Officer of Shire from 1999 to 2008, and a member of its board of directors from 1999 to 2013. Prior to joining Shire, Mr. Russell served as Vice President of Corporate Finance at AstraZeneca plc (AZN). Mr. Russell has served on the board of directors of Lineage Cell Therapeutics, Inc. (LCTX) since December 2014. Mr. Russell previously served as a director and Chairman of the board of directors of Revance Therapeutics, Inc. from March 2014 until its acquisition by Crown Laboratories in February 2025, on the board of directors of Questcor Pharmaceuticals, Inc. (QCOR) from 2013 until it was acquired by Mallinckrodt plc (MNK) in 2014, InterMune, Inc. (ITMN) from 2011 until its acquisition by Roche in 2014, Mallinckrodt from 2014 to 2022 and Therapeutics MD, Inc. from 2015 to 2022. Mr. Russell is a Chartered Accountant and holds an honorary Doctor of Business Administration from Coventry University, U.K. Sharon Tetlow, 65, has served as a member of our Board since March 2022. Since January 2016, Ms. Tetlow has served as Managing Partner of Potrero Hill Advisors, an advisory firm providing strategic and operational financial support to life sciences companies. Ms. Tetlow currently serves on the board of directors and on the audit committee of Cessation Therapeutics, Inc., a private biopharmaceutical company focused on anti-opioid therapeutics. Additionally, Ms. Tetlow has served on the board of directors of CXT Discovery, a non-profit biotech company, since September 2024. Ms. Tetlow previously served on the boards of directors of DICE Therapeutics, Inc. (NASDAQ: DICE) from 2020 until its purchase by Eli Lilly and Company in 2023, Catalyst Biosciences, Inc. (NASDAQ: CBIO) from 2020 until its reverse merger in 2022, Valneva SE (NASDAQ: VALN, EPA: VLA) from 2020 to 2023 and Altamont Pharma Acquisition Corp. (NASDAQ: ALTP) from 2021 to 2022. Ms. Tetlow received her B.S. in Psychology from the University of Delaware and her M.B.A. from Stanford University. We believe that Ms. Tetlow is qualified to serve as a member of our Board because of her expertise in corporate finance and strategy in the biotechnology and pharmaceutical industries and her public company board experience.

  6. Information Regarding the Board of Directors and Corporate Governance

    Information Regarding the Board of Directors and Corporate Governance

  7. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table provides certain information with respect to all of the Company’s equity compensation plans in effect as of December 31, 2024.

  8. Equity Compensation Plan Information

    Equity Compensation Plan Information

  9. Equity Compensation Plan Information

    | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | Equity compensation plans approved by security holders(1) | 12,597,324 | 6.36 | 14,097,422(2) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 12,597,324 | 6.36 | 14,097,422 |

  10. Equity Compensation Plan Information

    (1) Includes the following equity compensation plans: 2019 Equity Incentive Plan (the “2019 Plan”), 2023 Plan and 2023 Employee Share Purchase Plan (the “ESPP”). The 2023 Plan supersedes the 2019 Plan. Includes 10,722,817 Ordinary Shares (an equivalent of 3,574,272 ADSs) reserved for future issuance under our 2023 Plan, 1,050,657 Ordinary Shares (an equivalent of 350,219 ADSs) reserved for issuance upon the conversion of RSUs, and 2,323,948 Ordinary Shares (an equivalent of 774,649 ADSs) reserved for future purchase under our ESPP. The number of Ordinary Shares reserved for issuance under our 2023 Plan automatically increases on January 1 of each year, continuing through and including January 1, 2033, by 4% of the total number of Ordinary Shares outstanding on December 31 of the preceding calendar year, or a lesser number of Ordinary Shares determined by our Board. Pursuant to this provision, we added 6,874,398 Ordinary Shares (an equivalent of 2,291,466 ADSs) that are available for issuance under the 2023 Plan on January 1, 2025, which is not reflected in the table above. The number of Ordinary Shares reserved for issuance under our ESPP automatically increases on January 1 of each year, continuing through and including January 1, 2033, by the lesser of (i) 1% of the total number of Ordinary Shares outstanding on December 31 of the preceding calendar year; and (ii) 3,000,000 Ordinary Shares; provided that before the date of any such increase, the Board may determine that such increase will be less than the amount set forth in clauses (i) and (ii). Pursuant to this provision, we added 1,718,600 Ordinary Shares (an equivalent of 572,867 ADSs) that are available for issuance under the ESPP on January 1, 2025, which is not reflected in the table above.

  11. Overview of 2024 Pay Outcomes

    Overview of 2024 Pay Outcomes We seek to attract, reward and retain our NEOs with competitive compensation packages that directly align pay with performance. The caliber of our performance in the areas of research, clinical and regulatory milestones determines the degree to which NEOs earn bonuses. Our Compensation Committee regularly examines our compensation program both from a design and pay outcome perspective. With respect to compensation decisions for 2024, the Compensation Committee considered how our incentives provided appropriate levels of compensation considering our performance and growth stage. Key decisions include: • Base Salary — Base salaries are reviewed annually, typically in connection with our annual performance review process, and adjusted to realign salaries with market levels of compensation paid by our peer companies and after considering individual responsibilities and performance. • Annual Performance-Based Bonuses — Our annual performance-based bonus opportunity is a variable cash incentive program that is intended to motivate and reward our executives for the achievement of key strategic goals of the Company. 2024 annual bonuses were paid to our Chief Executive Officer at 95% of target, and to other Named Executive Officers in the range of 96.5% to 98.5% of target as a result of strong achievement of corporate goals based on pre-established research, clinical, regulatory, strategic and other corporate milestones and, for the Named Executive Officers other than the Chief Executive Officer, individual goals. • Long-Term Equity Incentives — Long-term equity awards incentivize executives to deliver long-term shareholder value, while also providing a retention vehicle for our top executive talent and promoting an ownership culture at the Company. Equity awards to Named Executive Officers were delivered as a mix of time-vesting share options, and new for 2024, restricted share units (“RSUs”) and performance-based restricted share units (“PSUs”). Long-term equity incentives are typically granted when an executive officer joins the Company, on an annual basis thereafter, or when the executive is promoted. In granting the long-term equity awards to our Named Executive Officers, we considered the strong success of the Company’s continued clinical development and the Named Executive Officer’s leadership of the company. The Board-approved target mix of the annual equity awards granted to Dr. Stevens and Dr. Lin in March 2024 was 50% share options, 25% RSUs and 25% PSUs. We will continue to review our compensation practices in the context of our growth and performance as a public company and will consider the input of our shareholders with respect to such programs and practices.

  12. Compensation Determination Process

    Compensation Determination Process Role of the Compensation Committee The Compensation Committee, or the Board upon recommendation from the Compensation Committee, establishes the annual compensation, including salaries, bonuses and equity awards, for our Chief Executive Officer and our executive officers. For executive officers other than the Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations by the Chief Executive Officer. The Compensation Committee gives considerable weight to the Chief Executive Officer’s evaluations of our other executive officers because of his direct knowledge of these individuals’ performance and contributions. In the case of the Chief Executive Officer, the Compensation Committee evaluates his performance and recommends to the Board any adjustments to his base salary or bonus, as well as awards to be granted. Our Chief Executive Officer does not participate in deliberations or decisions regarding his compensation. Generally, the Compensation Committee’s process comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. The Compensation Committee has the authority to establish the compensation mix it believes is appropriate for each executive officer, as well as any performance measures, goals, targets and business objectives that may be applicable with respect to any component of such compensation mix. The Compensation Committee determines the executive benefits and severance arrangements, if any, that we make available to executive officers. The Compensation Committee meets periodically throughout the year to manage and evaluate our executive compensation program and generally determines, subject to any Board approval the Committee requests, the principal components of compensation (base salary, performance bonus and equity awards) for our executive officers on an annual basis, typically early in each fiscal year; however, decisions may occur later in the year for new hires, promotions or other special circumstances as our Compensation Committee determines appropriate. The Compensation Committee does not delegate authority to approve executive officer compensation. Role of Chief Executive Officer and Management Our Chief Executive Officer provides the Compensation Committee with input and recommendations related to the compensation of our other executive officers. The Chief Executive Officer does not participate in, nor is present during, any deliberations or determinations of the Compensation Committee or the Board regarding his compensation or individual performance objectives. From time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. Role of the Compensation Consultant The Compensation Committee recognizes that there is value in procuring independent, objective expertise and counsel in connection with fulfilling its duties, and, pursuant to its charter, the Compensation Committee has the authority to select and retain independent advisors and counsel to assist it with carrying out its duties and responsibilities. The Compensation Committee has exercised this authority to engage Aon as its independent compensation consultant and has worked with Aon to develop a compensation peer group, provide a competitive market analysis of the base salary, annual cash incentive awards and long-term incentive compensation of our executive officers compared against the compensation peer group, report on share utilization and review other market practices and trends. While the Compensation Committee took into consideration the review and recommendations of Aon, as well as the practices of our compensation peer group, when making decisions about our executive compensation program, ultimately, the Compensation Committee made its own independent decisions in determining our executives’ compensation. The Compensation Committee has assessed the independence of Aon pursuant to SEC and Nasdaq rules. In doing so, the Compensation Committee considered each of the factors set forth by the SEC and Nasdaq with respect to a compensation consultant’s independence and reviewed Aon’s own self-evaluations of, and conclusions regarding, its independence. Based on its consideration of the foregoing and other relevant factors, the Compensation Committee concluded that there were no conflicts of interest and that Aon is independent. Peer Group We use a peer group to provide a broad perspective on competitive pay levels and practices. The Compensation Committee, with the assistance of Aon, in November 2023 adopted a peer group consisting of similar companies with respect to sector, stage of development and market capitalization for use in connection with decisions about 2024 executive compensation. The peer group was ultimately chosen based on the following characteristics: • Sector — public pre-commercial biotechnology/pharmaceuticals companies; • Stage of Development — focus on Phase 2 clinical trial companies; • Market Capitalization — with market capitalization of approximately 1/3x times to 3x times our market capitalization (resulting in a range of $800 million to $7 billion market capitalization); • Size — with headcount under 3x times our then-current headcount (companies with under 200 employees); and • Years Public — became a public company in the last five years. At the time, our market capitalization was approximately $2.3 billion and our headcount was 68 employees. Based on the above market data, Aon compiled, and the Compensation Committee approved, the updated peer group of companies, and this group was used to make the relevant compensation assessments for 2024. The following companies were included in this peer group:

  13. Compensation Determination Process

    | What We Do | What We Don’t Do | | Pay for performance — structure a substantial portion of pay to be “at risk” and based on Company and individual performance | No excise tax or other gross ups on a change in control | | Annual incentives are based on achievement of rigorous performance goals | No single trigger change in control benefits |

  14. Compensation Determination Process

    | What We Do | What We Don’t Do | | Balance short-term and long-term pay opportunities, so we do not over-emphasize short-term performance at the expense of long-term goals | No guaranteed bonuses | | Maintain an independent compensation committee that retains an independent compensation consultant | No retirement programs other than our 401(k) plan | | Review peer group and peer pay regularly as a reference point | No hedging by our executive officers or directors | | Have a compensation recovery policy in place | No pledging by our executive officers or directors |

  15. Base Salary

    Base Salary The base salary payable to each Named Executive Officer is intended to provide a fixed component of compensation. Base salaries for our Named Executive Officers are initially established through arm’s-length negotiation at the time the executive is hired, considering such executive’s qualifications, experience, the scope of the executive’s responsibilities and competitive market compensation paid by other companies for similar positions within the industry. Base salaries are thereafter reviewed annually and adjusted from time to time based on a range of factors, including: the individual executive’s position, performance, experience and qualifications; retention factors; salaries of the other members of our executive team; and market levels of compensation paid by our peer companies. For 2024, our Compensation Committee approved increases to base salaries for our Named Executive Officers in each case based on performance and evaluation of the third-party market compensation data and recommendations from Aon, as necessary to be competitive with our peer group and based on the above-described considerations. The 2024 base salary increases became effective on March 1, 2024 for Dr. Stevens and Dr. Lin. Dr. Coll’s base salary as an executive officer was established by the Compensation Committee upon his promotion to the role of Chief Medical Officer in September 2024. The table below shows the base salary of each of our Named Executive Officers as of the end of the fiscal year.

  16. Annual Performance-Based Bonus (Non-Equity Incentive Plan Compensation)

    Annual Performance-Based Bonus (Non-Equity Incentive Plan Compensation) In addition to base salaries, our Named Executive Officers are eligible to receive annual performance-based cash bonuses, which are designed to provide appropriate incentives to our executives to achieve defined corporate goals and individual goals and to reward our executives who significantly impact our corporate results. The annual performance-based bonus each Named Executive Officer is eligible to receive is determined based on (i) the individual’s target bonus, as a percentage of base salary and (ii) achievement of corporate goals, and, in the case of the non-CEO Named Executive Officers, an individual component, as determined by the Compensation Committee and recommended to the Board for approval. Annual corporate goals are established by the Compensation Committee, which consist of milestone goals that are building blocks to achieve key strategic goals of the Company. The Compensation Committee approves the metrics and weightings at the beginning of each fiscal year to reflect the Company’s priorities for the upcoming fiscal year. Some of the metrics also include stretch goals that may raise bonus payouts if met. For 2024, the Compensation Committee recommended, and the Board approved, a mix of predefined corporate goals based on the achievement of specific research, clinical and regulatory milestones related to our clinical development programs, which were weighted at 67% of target, as well as corporate development and strategic objectives, which were weighted at 33% of target.

  17. Annual Performance-Based Bonus (Non-Equity Incentive Plan Compensation)

    | Performance Measure | Weighting | | Research and development, clinical and regulatory goals, 75% of which are associated with GLP-1 program | 67% | | Corporate and Strategic Objectives | 33% |

  18. Annual Performance-Based Bonus (Non-Equity Incentive Plan Compensation)

    Half of the target annual incentive weighting relate to developments associated with our GLP-1 program. For 2024, some of the objectives contain additional predefined stretch goals that may further raise target bonus payouts by up to an additional 30% of target. In addition, our Compensation Committee and/or Board may consider other performance factors to provide for additional or reduced achievement. The Compensation Committee capped the annual bonus payouts at 135% of target for 2024, which the Compensation Committee set at a level to incent achievement, but which is not set at too high a level as to encourage executives to take excessive risk. Each of the goals tied to the Company’s annual performance-based bonus program pertain to confidential Company development and business plans, the disclosure of which in any additional granularity would result in competitive harm to the Company. The Compensation Committee believed, at the time that it established the goals, that each of these goals would be challenging to achieve. The actual performance-based bonus paid, if any, is calculated by multiplying the executive’s annual base salary, target bonus percentage, percentage achievement of the respective corporate goals, including the stretch goals, and, if applicable, the percentage achievement of the respective individual goals. Each of our Named Executive Officers who is employed through the end of the fiscal year was eligible to receive an annual performance bonus based on the achievement of the established goals. For 2024, the corporate performance goals were assigned a 100% weighting for Dr. Stevens and 90% weighting for the other Named Executive Officers, with the remaining 10% for the other Named Executive Officers assigned to individual performance goals. After the end of the year, the Compensation Committee reviews our corporate performance against the pre-established performance goals and determines whether and to what extent the corporate goals were met, and whether there were any other extraordinary factors or additional corporate performance considerations in determining the amount of bonus earned for the year. The Compensation Committee then makes a recommendation on the corporate goals achievement to the Board, and the Board makes the final determination on the extent to which the corporate goals were achieved. Similarly, after the end of the year, the Chief Executive Officer reviews the performance of the other executive officers and makes a recommendation to the Compensation Committee for the achievement of goals associated with the individual component of their annual performance bonus. In January 2025, the Compensation Committee recommended, and our Board affirmed, that the 2024 corporate goals were achieved at 95% overall. In addition, the Compensation Committee assessed the individual performance of our executive officers based on the Chief Executive Officer’s review and recommended performance achievements between 100% and 130% based on their individual achievements. The Board subsequently approved the 2024 annual performance bonuses for each of our Named Executive Officers, as reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table and as shown in the following table:

  19. Annual Performance-Based Bonus (Non-Equity Incentive Plan Compensation)

    | Name | 2024 Target Bonus Percentage | 2024 Target Bonus ($)(1) | 2024 Bonus Payout ($)(2) | 2024 Bonus Payout (% of target bonus) | | Raymond Stevens, Ph.D. | 55% | 352,050 | 334,447 | 95% | | Xichen Lin, Ph.D.(3) | 40% | 192,538 | 185,799 | 96.5% | | Blai Coll, M.D., Ph.D. | 40% | 190,000 | 187,150 | 98.5% |

  20. Annual Performance-Based Bonus (Non-Equity Incentive Plan Compensation)

    Target bonus is determined as a percentage of a given Named Executive Officer’s base salary in effect at the end of the year. (2) Final payment amounts are determined based on the 95% achievement of the corporate goals for our Chief Executive Officer, and for our other Named Executive Officers, based on the 95% achievement of our corporate goals (weighted at 90%) and achievement of individual goals (weighted at 10%). (3) Dr. Lin’s annual performance bonus was paid in Chinese Yuan. For reporting purposes, this payment was converted to U.S. dollars based on the average monthly exchange rate during 2024 of 7.192830515 RMB per U.S. dollar.

  21. Long-Term Equity Program

    Long-Term Equity Program Our equity-based incentive awards are designed to align our interests and those of our shareholders with those of our employees, including our executive officers. Our Board or an authorized committee thereof is responsible for approving equity grants. We have historically used share options and restricted share awards as an incentive for long-term compensation to our executive officers because options allow our executive officers to realize value from this form of equity compensation only if our share price increases, and restricted shares are complementary because they have upside potential but deliver some value even during periods of market or share price underperformance, providing a retention incentive and reinforcing an ownership culture and commitment to the Company. In 2024, we introduced grants of RSUs and PSUs to our equity grants. As the Company has evolved and grown, the Compensation Committee determined that it would be appropriate for the form of long-term incentives awarded to our employees to evolve to include performance-based equity. The metrics for the PSUs were tied to three equally weighted mission-critical 2024 corporate goals, including a goal related to patient enrollment in a clinical study, a strategic goal and a research and development goal. Given the critical need to address these goals, the Compensation Committee adopted a 15-month performance period that runs from the March 15, 2024 grant of the PSUs until June 30, 2025. After the performance period ends on June 30, 2025, the Compensation Committee, in its sole discretion, will evaluate and certify whether and to what extent the three performance goals were met. To the extent that a performance goal is met by the end of the performance period, half of the PSUs associated with the specific goal will vest upon the Compensation Committee’s certification, and the remaining half of the PSUs will vest 18 months after the certification. The Compensation Committee believes that the overall 33-month PSU earning period encourages our Named Executive Officers to focus on long-term performance. The performance measures and vesting schedule is summarized in the chart below.

  22. Long-Term Equity Program

    | Performance Measure | Proportion of PSUs that can Vest after June 30, 2025 upon Compensation Committee’s Certification of Performance Achievement (%) | Proportion of PSUs That Could Vest 18 Months After Compensation Committee Certification (i.e., after December 30, 2026) if Performance is Achieved (%) | | Goal related to patient enrollment in clinical study | 16-2/3% | Additional 16-2/3% if goal was met | | Strategic Partnership Goal | 16-2/3% | Additional 16-2/3% if goal was met | | Research & Development Goal | 16-2/3% | Additional 16-2/3% if goal was met |

  23. Long-Term Equity Program

    For 2024, the Compensation Committee targeted the value for the long-term equity grants for Dr. Stevens and Dr. Lin at 50% share options, 25% RSUs and 25% PSUs. As a newly promoted employee, the equity allocations for Dr. Coll resulted in differing percentages. The following table summarizes the value recommended by our Compensation Committee and approved by our Board and the corresponding number of share option, RSU and PSU grants to our Named Executive Officers in 2024:

  24. Long-Term Equity Program

    | Name | Share Options (Value) | Share Options (# Ordinary Shares) | RSUs (Value) | RSUs (# Ordinary Shares) | PSUs (Value) | PSUs (# Ordinary Shares) | | Raymond Stevens, Ph.D. | $3,850,000(1) | 335,481 | $1,925,000(1) | 134,682 | $1,925,000(1) | 134,682 | | Xichen Lin, Ph.D. | $2,450,000(1) | 213,486 | $1,225,000(1) | 85,707 | $1,225,000(1) | 85,707 | | Blai Coll, M.D., Ph.D. | $1,504,500(2) | 144,000 | $1,296,452(2) | 102,600 | $141,000(2) | 12,000 |

  25. Long-Term Equity Program

    The values of the Share Options, RSUs, and PSUs differ from the grant date fair value of these awards as reflected in the Summary Compensation Table that follows this narrative because of the accounting methodology used to report the equity values in the Summary Compensation Table, as required by SEC rules. (2) The values of the Share Options, RSUs, and PSUs match the grant date fair value of these awards as reflected in the Summary Compensation Table that follows this narrative. The values shown in the table above for Dr. Stevens and Dr. Lin for the share options, RSUs and PSUs reflect the target values established by the Compensation Committee. For these awards, the number of ADSs underlying the option, RSU or PSU grants was determined by dividing the target value of the award by the grant date “fair value” of an ADS the Company uses for financial reporting purposes, rounding down to the nearest ADS; provided, however, that for purposes of calculating the grant date value, (for grant, not accounting, purposes) the grant date value was assumed to be the average closing price per ADS based on the thirty (30) trading day period ending on and including the seventh (7th) calendar day prior to the grant date. The number of ordinary shares underlying the option was determined by multiplying the number of ADSs underlying the option by three. The values shown in the table above for Dr. Coll include the annual grants that he received in March 2024 before his promotion to Chief Medical Officer, and additional awards that were made in connection with his promotion to Chief Medical Officer in September 2024. Dr. Coll received the following awards in March 2024: (i) an RSU award of 12,000 ordinary shares (grant date value of $141,000), (ii) a share option to purchase approximately 33,000 ordinary shares of the Company (grant date value of $312,199), and (iii) a PSU award of 12,000 ordinary shares (grant date value of $141,000). Dr. Coll received the following awards in September 2024: (i) an RSU award of 90,600 ordinary shares (grant date value of $1,155,452), and (ii) a share option to purchase approximately 111,000 ordinary shares of the Company (grant date value of $1,192,301). For Dr. Coll’s promotion awards, the share option value represents the Black-Scholes valuation of his share option awards, and the underlying RSU value was based on the closing price of the ADSs on the grant date with each ADS representing three ordinary shares. All of the annual share option grants made to our Named Executive Officers in 2024 vest over a four-year period, with one-quarter vesting on the one-year anniversary of the grant date, and the remainder vesting monthly over the remaining 36 months, subject to the Named Executive Officer’s continued service with us. All of the RSU grants made to our Named Executive Officers vest annually in equal increments over a four-year period subject to the Named Executive Officer’s continued service with us. Equity awards granted to our Named Executive Officers may be subject to acceleration of vesting and exercisability under certain termination and change in control events, as described in more detail below under the subsection titled “— Potential Payments Upon Termination or Change in Control.”

  26. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Regardless of the manner in which a Named Executive Officer’s service terminates, each Named Executive Officer is entitled to receive amounts earned during his term of service, such as unpaid salary, as applicable. Severance Plan Our Board has adopted the Severance and Change in Control Plan (the “Severance Plan”) pursuant to which each of our Named Executive Officers may become eligible to receive benefits. Among other eligibility conditions, a participant must sign and return a Participation Agreement to be eligible for the Severance Plan. The Severance Plan provides for severance and/or change in control benefits to our Named Executive Officers upon (i) a “change in control termination” or (ii) a “regular termination” (each as described below). Upon a change in control termination, each of our Named Executive Officers is entitled to a lump sum payment equal to a portion of their base salary (18 months for Dr. Stevens and 12 months for Drs. Lin and Coll), a lump sum payment equal to 150% (for Dr. Stevens) or 100% (for Drs. Lin and Coll) of their annual target cash bonus, payment of COBRA premiums for a period of time (up to 18 months for Dr. Stevens and 12 months for Drs. Lin and Coll) and full accelerated vesting of outstanding time-vesting equity awards. To the extent an equity award is not assumed, continued or substituted for in the event of certain change in control transactions and the executive’s employment is not terminated as of immediately prior to such change in control, the vesting of such equity award will also accelerate in full (and for equity awards subject to performance vesting, performance will be deemed to be achieved at target, unless otherwise provided in individual award documents). Upon a regular termination, each of Dr. Stevens, Dr. Lin and Dr. Coll is entitled to a lump sum payment equal to a portion of their base salary (12 months for Dr. Stevens and nine months for Drs. Lin and Coll), Dr. Stevens is entitled to a lump sum payment equal to 100% of his annual target cash bonus, and each is entitled to payment of COBRA premiums for a period of time (up to 12 months for Dr. Stevens and nine months for Drs. Lin and Coll) and accelerated vesting of outstanding time-vesting equity awards that would have vested within a specified number of months following termination (12 months for Dr. Stevens and six months for Drs. Lin and Coll). All severance benefits under the Severance Plan are subject to the executive’s execution of an effective release of claims against the company. For purposes of the Severance Plan, a “regular termination” is an involuntary termination without “cause” (and not as a result of death or disability) or a resignation for “good reason,” each as defined in the Severance Plan, in any case that does not occur during the period of time beginning three months prior to, and ending 12 months following, a “change in control”, as defined in the 2023 Plan. For purposes of the Severance Plan, a “change in control termination” is an involuntary termination without cause (and not as a result of death or disability) or a resignation for good reason, in any case that occurs during the specified change in control period. Dr. Lin’s Employment Contract Dr. Lin is subject to certain notice requirements pursuant to his employment contract. In the event of Dr. Lin’s resignation, Dr. Lin must provide at least 30 days’ written notice to the Company, which period may be waived by us if requested or if otherwise deemed necessary. We may terminate Dr. Lin’s employment contract on any ground and in any circumstance permitted by applicable law, and we will provide prior notice or pay in lieu of notice if and as required under applicable law. Equity Award Terms In addition to the treatment described above, our Named Executive Officers’ share awards are subject to the terms of our 2023 Plan and the 2019 Equity Incentive Plan (the “2019 Plan”), as applicable. Under the 2023 Plan, unless otherwise provided in an individual share award agreement or other written agreement with us or one of our affiliates or unless otherwise expressly provided by the Board at the time of grant, in the event of a “corporate transaction,” if the surviving or acquiring corporation does not assume, continue or substitute for such share awards, then with respect to any such share awards that are held by participants whose continuous service has not terminated prior to the effective time of the transaction, or current participants, the vesting (and exercisability, if applicable) of such share awards will be accelerated in full to a date prior to the effective time of the transaction (contingent upon the effectiveness of the transaction), and such share awards will terminate if not exercised (if applicable) at or prior to the effective time of the transaction, and any reacquisition or repurchase rights held by us with respect to such share awards will lapse (contingent upon the effectiveness of the transaction). With respect to performance awards with multiple vesting levels depending on performance level, unless otherwise provided by an award agreement or by the Board, the award will accelerate and be earned at the level of 100% of target performance. In the event a share award will terminate if not exercised prior to the effective time of a transaction, the Board may provide, in its sole discretion, that the holder may not exercise such share award but instead will receive a payment equal in value to the excess (if any) of (i) the value of the property the participant would have received upon the exercise of the share award over (ii) any exercise price payable by such holder in connection with such exercise. In the event of a “change in control,” awards granted under our 2023 Plan will not receive automatic acceleration of vesting and exercisability, although this treatment may be provided for in an award agreement. Under the 2019 Plan, in the event of a “corporate transaction,” unless otherwise provided in a share award agreement or other written agreement between us and the award holder, the Board may take one or more of the following actions with respect to such share awards: (i) arrange for the assumption, continuation or substitution of a share award by a surviving or acquiring corporation, or a parent or subsidiary thereof; (ii) arrange for the assignment of any reacquisition or repurchase rights held by us to the surviving or acquiring corporation, or a parent or subsidiary thereof; (iii) accelerate the vesting, in whole or in part, of the share award and provide for its termination if not exercised (if applicable) at or before the effective time of the transaction; (iv) arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by us; (v) cancel or arrange for the cancellation of the share award, to the extent not vested or not exercised before the effective time of the transaction, in exchange for such cash consideration (including no consideration) as our Board, in its sole discretion, may consider appropriate; and (vi) make a payment equal to the excess, if any, of (a) the value of the property the participant would have received on exercise of the share award immediately before the effective time of the transaction, over (b) any exercise price payable by the participant in connection with the exercise. A share award may be subject to additional acceleration of vesting and exercisability upon or after a “change in control” as may be provided in an applicable share award agreement or other written agreement, but in the absence of such provision, no such acceleration will occur.

  27. Summary Compensation Table

    Summary Compensation Table The following table presents summary information regarding the total compensation for services rendered in all capacities that was earned by our Named Executive Officers during the years ended December 31, 2024 and 2023.

  28. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Share Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Raymond Stevens, Ph.D. Chief Executive Officer and Director(5) | 2024 | 634,246 | — | 1,582,514 | 3,173,843 | 334,447 | 13,800 | 5,738,850 | | | 2023 | 595,852 | — | — | 6,500,534 | 281,325 | 13,200 | 7,390,911 | | Xichen Lin, Ph.D. Chief Scientific Officer(6) | 2024 | 476,542 | — | 1,007,057 | 2,019,700 | 185,799 | 1,668 | 3,690,766 | | Blai Coll, M.D., Ph.D. Chief Medical Officer(7) | 2024 | 449,138 | — | 1,296,452 | 1,504,500 | 187,150 | 13,800 | 3,451,040 |

  29. Summary Compensation Table

    The amounts reported in the Stock Awards column represent the aggregate grant date fair value of RSUs and PSUs, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”). The grant date fair value of the PSUs are only recorded in our financial statements, if ever, when it is probable that the corresponding research or development milestone, patient enrollment in a clinical study goal, or strategic partnership goal will be achieved, and therefore are excluded from the “Share Awards” column. The maximum potential value of the PSUs on the grant date, assuming the highest level of performance achievement, is $1,582,514 for Dr. Stevens, $1,007,057 for Dr. Lin and $141,000 for Dr. Coll. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. Assumptions used in the calculation of these amounts are included in Note 8, “Shareholders’ Equity” to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The amounts reported in this column reflect the accounting cost for these share awards and do not correspond to the actual economic value that may be received by the Named Executive Officers upon vesting of the share awards. The amounts reported in the Option Awards column represent the grant date fair value of the share options granted to the Named Executive Officers, as computed in accordance with FASB ASC Topic 718. Pursuant to FASB ASC Topic 718, the amounts shown exclude the impact of estimated forfeitures. Valuations of options were determined using the Black-Scholes option pricing model. Assumptions used in the calculation of these amounts are included in Note 8, “Shareholders’ Equity” to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The amounts reported here do not reflect the actual economic value realized by our Named Executive Officers. Our Named Executive Officers will only realize compensation from grants of share options to the extent the trading price of our ordinary shares is greater than the exercise price of such options. (3) The amounts reported in the Non-Equity Incentive Plan Compensation column represent annual performance-based cash bonuses earned by the Named Executive Officers. (4) The amounts reported in the All Other Compensation column reflect amounts contributed as 401(k) matching contributions on behalf of Dr. Stevens and Dr. Coll, and reflect amounts paid for a bonus for Dr. Lin for contributing to receipt of a patent. The bonus for contributing to receipt of a patent is available to all employees of the Company on a non-discriminatory basis. (5) Dr. Stevens was a member of the Board in 2024 and 2023, but did not receive additional compensation in his capacity as a director. (6) Dr. Lin became a Named Executive Officer in 2024, and thus his compensation for the fiscal year ended December 31, 2023, is not reported here. Cash amounts for Dr. Lin were paid in Chinese Yuan. For reporting purposes, these amounts have been converted from Chinese Yuan to U.S. dollars in this table and throughout this Proxy Statement. Chinese Yuan were converted to U.S. dollars based on the average monthly exchange rate during 2024 of 7.192830515 RMB per U.S. dollar. (7) Dr. Coll became a Named Executive Officer in 2024, and thus his compensation for the fiscal year ended December 31, 2023, is not reported here.

  30. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    Outstanding Equity Awards at 2024 Fiscal Year-End Table The following table presents information regarding outstanding equity awards held by our Named Executive Officers as of December 31, 2024.

  31. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | | | Option Awards(1) | | | | Share Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($)(2) | Option Expiration date | Number of Shares or Units That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Raymond Stevens, Ph.D. | 1/22/2021(5) | 477,525 | 11,241 | 0.48 | 1/21/2031 | | | — | — | | | 2/2/2023(6) | 733,308 | 866,692 | 5.00 | 2/1/2033 | | | — | — | | | 3/15/2024(7) | | 335,481 | 11.75 | 3/14/2034 | | | — | — | | | 3/15/2024(8) | | | | | 134,682 | 1,217,525 | — | — | | | 3/15/2024(9) | | | | | | | 134,682 | 1,217,525 | | Xichen Lin, Ph.D. | 9/11/2019 | 213,800 | | 0.34 | 9/10/2029 | | | | | | | 5/19/2020 | 148,000 | | 0.48 | 5/18/2030 | | | — | — | | | 9/23/2021(5) | 81,234 | 18,766 | 1.21 | 9/22/2031 | | | — | — | | | 3/15/2024(7) | | 213,486 | 11.75 | 3/14/2034 | | | | | | | 3/15/2024(8) | | | | | 85,707 | 774,791 | | | | | 3/15/2024(9) | | | | | | | 85,707 | 774,791 |

  32. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | | | Option Awards(1) | | | | Share Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($)(2) | Option Expiration date | Number of Shares or Units That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Blai Coll, M.D., Ph.D. | 7/14/2022(10) | 35,487 | 19,513 | 2.79 | 7/13/2032 | | | — | — | | | 3/14/2023(11) | 43,740 | 56,280 | 7.66 | 3/13/2033 | | | — | — | | | 3/15/2024(7) | | 33,000 | 11.75 | 3/14/2034 | | | — | — | | | 3/15/2024(8) | | | | | 12,000 | 108,480 | — | — | | | 3/15/2024(9) | | | | | | | 12,000 | 108,480 | | | 9/18/2024(12) | | 111,000 | 12.75 | | | | — | — | | | 9/18/2024(13) | | | | | 90,600 | 819,024 | — | — |

  33. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    Option awards listed with grant dates prior to February 2, 2023, were granted under our 2019 Plan. Option awards listed with grant dates on or after February 2, 2023, were granted under our 2023 Plan. (2) Options granted under our 2019 Plan and 2023 Plan were granted with a per share exercise price equal to the fair market value of our ordinary shares on the date of grant. (3) Based on the closing price of our ADSs on December 31, 2024 (the last trading day of 2024) of $27.12 per ADS. Because each ADS represents three ordinary shares of the Company, we calculated the market value of the ordinary shares based on $9.04 (which is $27.12 divided by three). (4) The numbers shown as Equity Incentive Plan Awards reflect, in accordance with SEC disclosure rules, the number of PSUs that would be attained based on achieving target performance goals. (5) The shares subject to the share option vest in 48 equal monthly installments, subject to continued service through each such vesting date. (6) One-fourth of the shares subject to the share option vest (or, if applicable, vested) on September 16, 2022, and the remaining shares vest in a series of 36 equal monthly installments thereafter, subject to continued service through each vesting date. (7) One-fourth of the shares subject to the share option vest (or, if applicable, vested) on the one-year anniversary of March 1, 2024, and the remaining shares vest in a series of 36 equal monthly installments thereafter, subject to continued service through each vesting date. (8) One-fourth of the shares subject to the RSU agreement vest (or, if applicable, vested) on each anniversary of March 1, 2024, subject to continued service through each vesting date. (9) The values shown as Equity Incentive Plan Awards reflect the number of PSUs that remain subject to performance-based vesting conditions as of December 31, 2024, which will be distributed if specified performance conditions are attained during the performance period that ends June 30, 2025. If the Compensation Committee certifies that a performance condition is met, half of the PSUs associated with that performance condition will vest upon certification, and the remaining half will vest 18 months after certification, subject to continued service. (10) One-fourth of the shares subject to the share option vest (or, if applicable, vested) on May 16, 2023, and the remaining shares vest in a series of 36 equal monthly installments thereafter, subject to continued service through each vesting date. (11) One-fourth of the shares subject to the share option vest (or, if applicable, vested) on March 1, 2024, and the remaining shares vest in a series of 36 equal monthly installments thereafter, subject to continued service through each vesting date. (12) One-fourth of the shares subject to the share option vest (or, if applicable, vested) on the one year anniversary of September 18, 2024, and the remaining shares vest in a series of 36 equal monthly installments thereafter, subject to continued service through each vesting date. One-fourth of the shares subject to the RSU agreement vest on each anniversary of September 18, 2024, subject to continued service through each vesting date.

  34. Pay Versus Performance

    Pay Versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and NEO pay. This disclosure is intended to comply with the requirements of Item 402(v) of Regulation S-K applicable to “smaller reporting companies.” For additional information about our pay for performance compensation philosophy and how we seek to align executive compensation with the Company’s performance, refer to “Executive Compensation” beginning on page 29. The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO Named Executive Officers” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Executive Compensation” section above. Our Chief Executive Officer is our principal executive officer and is referred to as PEO in the headers to the following tables.

  35. Pay Versus Performance

    | Year | Summary Compensation Table (“SCT”) Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(2)(3) ($) | Average SCT Total for Non-PEO Named Executive Officers(1) ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on(4) TSR ($) | Net Income ($ Thousands)(5) | | 2024 | 5,738,850 | 1,735,001 | 3,570,903 | 2,932,362 | 104.31 | (122,526) | | 2023 | 7,390,911 | 22,057,982 | 2,173,414 | 6,950,500 | 156.77 | (89,620) |

  36. Pay Versus Performance

    (1) Raymond Stevens, Ph.D. was our PEO for each year presented. The individuals comprising the Non-PEO Named Executive Officers for each year presented are listed below.

  37. Pay Versus Performance

    | 2023 | 2024 | | Jun Yoon | Xichen Lin, Ph.D. | | Mark Bach, M.D., Ph.D. | Blai Coll, M.D., Ph.D. |

  38. Pay Versus Performance

    (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 Named Executive Officers. These amounts reflect the Summary Compensation Table Total with certain adjustments, as described in footnote 3 below. (3) Compensation Actually Paid reflects the addition and subtraction of certain amounts for the PEO and the Non-PEO Named Executive Officers as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718 and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  39. Pay Versus Performance

    | Year | SCT Total for PEO ($) | Deduct: Grant Date Fair Value of “Share Awards” and “Option Awards” Columns of the SCT for PEO ($) | Add: Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Add: Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Add: Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Compensation Actually Paid to PEO ($) | | 2024 | 5,738,850 | 4,756,357 | 4,515,732 | (3,654,103) | (109,121) | 1,735,001 | | 2023 | 7,390,911 | 6,500,534 | 18,658,413 | 1,479,029 | 1,030,163 | 22,057,982 |

  40. Pay Versus Performance

    | Year | Average SCT Total for Non-PEO NEOs ($) | Deduct: Average “Share Awards” and “Option Awards” Columns of the SCT for Non-PEO NEOs ($) | Add: Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO Named Executive Officers ($) | Add: Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO Named Executive Officers ($) | Add: 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 Named Executive Officers ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 3,570,903 | 2,913,855 | 2,484,346 | (190,944) | (18,088) | 2,932,362 | | 2023 | 2,173,414 | 1,523,563 | 4,373,060 | 1,302,579 | 625,010 | 6,950,500 |

  41. Pay Versus Performance

    Assumes $100 was invested in the Company for the period starting February 3, 2023, the date the Company’s ADSs began trading on the Nasdaq Global Market, through the end of the listed year. Historical performance is not necessarily indicative of future performance. (5) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

  42. Relationship Between Compensation Actually Paid and Financial Performance Measures

    Relationship Between Compensation Actually Paid and Financial Performance Measures As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above.

  43. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)

    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 PEO, the average of Compensation Actually Paid to our Non-PEO Named Executive Officers and the Company’s cumulative TSR over the two most recently completed fiscal years. Relationship Between PEO and Non-PEO Named Executive Officer Compensation Actually Paid and Net Income (Loss) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO Named Executive Officers and our net income (loss) during the two most recently completed fiscal years. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  44. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION The Compensation Committee periodically evaluates the appropriate level and form of compensation for non-employee directors and recommends changes, if any, to the Board. In connection with this assessment, our Compensation Committee and Board evaluate our non-employee director pay as well as total non-employee director pay relative to our peers and the market. The Compensation Committee considers advice from the Compensation Committee’s independent consultant, Aon, in connection with this evaluation when appropriate. Our Board reviews the Compensation Committee’s recommendations and then determines the amount of director compensation. As described more fully below, non-employee director compensation includes equity to further align the longer-term interests of the individual directors with those of our shareholders. Our Board adopted a non-employee director compensation policy in February 2023 that is applicable to all of our non-employee directors. The non-employee director compensation policy was amended effective March 15, 2024, and most recently, effective January 21, 2025, following reviews of the program with our independent compensation consultant. As in effect in 2024, our non-employee director compensation policy provided that each non-employee director receive the following compensation for service on our Board: • an annual cash retainer of $45,000 for eligible directors; • an additional cash retainer of $179,000 for service as non-executive chair of the Board; • effective March 15, 2024, an annual cash retainer of $10,000, $7,500, $7,500 and $5,000 for service as a member of the Audit Committee, Compensation Committee, Research & Development Committee and the Nominating Committee, respectively; • prior to March 15, 2024, an annual cash retainer of $7,500, $5,000 and $4,000 for service as a member of the Audit Committee, Compensation Committee and the Nominating Committee, respectively; • effective March 15, 2024, an additional annual cash retainer of $20,000, $15,000, $15,000 and $10,000 for service as chair of the Audit Committee, Compensation Committee, Research & Development Committee and the Nominating Committee, respectively; • prior to March 15, 2024, an additional annual cash retainer of $15,000, $10,000 and $8,000 for service as chair of the Audit Committee, Compensation Committee and the Nominating Committee, respectively; • an initial share option to purchase 75,000 of our ordinary shares (equal to 25,000 ADSs) on the date of each such non-employee director’s appointment to our Board, vesting in 36 equal monthly installments; and • an annual share option to purchase 37,500 of our ordinary shares (equal to 12,500 ADSs) on the date of each of our annual general meeting of shareholders, vesting in 12 equal monthly installments (and will be fully vested on the day immediately preceding the next annual general meeting of shareholders, if sooner); provided, however, that for a director who was first elected or appointed to the Board on a date other than the date of the Company’s annual shareholder meeting, the director’s first Annual Grant upon the Company’s first annual shareholder meeting following such director’s first joining the Board will be pro-rated to reflect the time between the director’s election or appointment date and the date of such first annual shareholder meeting. As in effect in January 2025, our non-employee director compensation policy was updated to provide that (i) the initial share option shall be for an aggregate value equal to $800,000, provided that such share option does not exceed 0.060% of the total number of ordinary shares of the Company outstanding on the date of grant; (ii) the annual share option shall be for an aggregate value equal to $400,000, provided that such share option does not exceed 0.030% of the total number of ordinary shares of the Company outstanding on the date of grant; and (iii) the number of ADSs underlying each initial and annual share option shall be determined by dividing the aggregate value of the share option by the grant date “fair value” of an ADS the Company uses for financial reporting purposes; provided, that for purposes of this calculation, the grant date fair market value shall be assumed to be the average closing price per ADS based on the 30 trading day period ending on and including the seventh calendar day prior to the applicable date of grant. The number of ordinary shares underlying each initial and annual grant shall be determined by multiplying the number of ADSs underlying the applicable share option by three. Under our non-employee director compensation policy, if a director joins the Board or a committee of the Board at a time other than effective as of the first day of a fiscal quarter, each annual retainer shown above is pro-rated based on days served in the applicable fiscal quarter, with the pro-rated amount paid for the first fiscal quarter in which the director provides the service, with the director receiving regular full quarterly payments thereafter. The following table shows for the fiscal year ended December 31, 2024, certain information with respect to the compensation of our non-employee directors. Our Chief Executive Officer, Dr. Stevens, receives no compensation for his service as a director.

  45. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Total ($) | | Eric Dobmeier | 62,500 | 402,168 | 464,668 | | Ramy Farid, Ph.D.(3) | — | — | — | | Ted W. Love, M.D.(4) | 68,750 | 360,289 | 429,039 | | Angus C. Russell(5) | 18,333 | 832,571 | 850,904 | | Sharon Tetlow | 70,000 | 402,168 | 472,168 | | Joanne Waldstreicher, M.D. | 62,500 | 402,168 | 464,668 | | Daniel G. Welch | 241,500 | 402,168 | 643,668 |

  46. NON-EMPLOYEE DIRECTOR COMPENSATION

    (1) The amounts reported in the Option Awards column represent the grant date fair value of the share options granted to the non-employee director during the year ended December 31, 2024, as computed in accordance with FASB ASC Topic 718. Valuations of options were determined using the Black-Scholes option pricing model. The assumptions used in calculating the grant date fair value of the share options reported in the Option Awards column are set forth in Note 8 to the audited consolidated financial statements included in our Form 10-K for the year ended December 31, 2024. Note that the amounts reported in this column reflect the accounting cost for these share options and do not correspond to the actual economic value that may be received by the non-employee director from the options. DEach share option reported in the table was granted under our 2023 Plan. The term of each share option will be ten years, subject to earlier termination as provided in the 2023 Plan, provided that upon a termination of continuous service other than for death or “cause” (as such term is defined in the 2023 Plan), the post-termination exercise period will be 12 months from the date of termination. Each share option will vest subject to the director’s continuous service with us, provided that each share option will vest in full upon a change in control of the Company. (2) The table below sets forth the aggregate number of ordinary shares underlying outstanding share options held by each non-employee director as of December 31, 2024. None of our non-employee directors held other unvested share awards as of December 31, 2024:

  47. NON-EMPLOYEE DIRECTOR COMPENSATION

    | | Options Outstanding as of 12/31/2024 | | Eric Dobmeier | 117,498 | | Ramy Farid, Ph.D. | — | | Ted W. Love, M.D. | 108,594 | | Angus C. Russell | 75,000 | | Sharon Tetlow | 117,498 | | Joanne Waldstreicher, M.D. | 117,498 | | Daniel G. Welch | 405,540 |

  48. NON-EMPLOYEE DIRECTOR COMPENSATION

    (3) Dr. Farid did not stand for re-election at the 2024 Annual General Meeting, and his term expired at that meeting. Dr. Farid did not receive any compensation for his Board service in 2024. (4) In accordance with the Board-adopted non-employee director compensation policy, Dr. Love’s first annual grant was prorated to reflect the time between his August 2023 appointment date and the date of the first annual shareholder meeting following his first appointment to the Board. (5) Mr. Russell was appointed to the Board effective August 26, 2024. Mr. Russell was granted an initial share option to purchase 75,000 of the Company’s ordinary shares (equivalent to 25,000 ADSs) in connection with his appointment to the Board, which will vest in 36 equal monthly installments measured from the date of grant, subject to Mr. Russell’s continuous service as of each such date. We also reimburse each non-employee director for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings.