DEF 14A of Indivior Pharmaceuticals, Inc., Mar 27, 2026

DEF 14A of Indivior Pharmaceuticals, Inc.

Filed Mar 27, 2026 · FY20250001104659-26-035480

Open on EDGAR

  1. Board of Directors Overview

    Board of Directors Overview

  2. Board of Directors Overview

    | | | | | | Indivior Board Committees | | | | | | | Age | Director Since | Independent(1) | Total Current Other Public Company Boards | Audit(2) | Compensation | Compliance & Ethics(3) | Nominating & Corporate Governance(4) | Science | | Dr. David Wheadon Independent Chair | 68 | 2024 | ✓ | 2 | | | | | | | Joe Ciaffoni Chief Executive Officer | 55 | 2024 | | | | | | | | | Dr. Keith Humphreys | 59 | 2023 | ✓ | | | | | | | | Tony Kingsley | 62 | 2025 | ✓ | | | | | | | | Daniel Ninivaggi | 61 | 2025 | ✓ | 1 | | | | | | | Barbara Ryan | 66 | 2022 | ✓ | 3 | | | | | | | Mark Stejbach | 62 | 2021 | ✓ | | | | | | | | Juliet Thompson(5) | 59 | 2021 | ✓ | 2 | | | | | | | Meetings in 2025 | | | Board: 15 | | 6 | 7 | 3 | 9 | 3 |

  3. Board of Directors Overview

    | (1) Based on Nasdaq criteria. (2) Formerly the Audit & Risk Committee. (3) Formerly the Compliance, Ethics & Sustainability Committee. (4) Formerly the Nomination Committee. (5) Audit Committee Financial Expert based on SEC criteria. | LEGEND | | | | | | | Committee Chair | | Committee Member |

  4. Proposal 1 – Election of Directors

    Proposal 1 – Election of Directors Our Board is committed to thoughtful board refreshment and ongoing succession planning. Our Board currently consists of eight members, with the following changes occurring in 2025. In January 2025, Dr. David Wheadon was appointed as Chair of the Board and Daniel Ninivaggi was appointed as an Independent Non-Executive Director. In March 2025, Robert Schriesheim stepped down as an Independent Non-Executive Director. Peter Bains and Jo LeCouilliard decided not to stand for re-election at the May 2025 Annual General Meeting. And in July 2025, Tony Kingsley was appointed as an Independent Non-Executive Director. We are asking our shareholders to elect the eight director nominees listed below to each serve a one-year term extending until our 2027 Annual Meeting of Shareholders and until their successors are duly elected and qualified, unless they resign or are removed:

  5. Proposal 1 – Election of Directors

    | Dr. David Wheadon | Joe Ciaffoni | Dr. Keith Humphreys | | Tony Kingsley | Daniel Ninivaggi | Barbara Ryan | | Mark Stejbach | Juliet Thompson | |

  6. Proposal 1 – Election of Directors

    Our Board has nominated these eight individuals based on its carefully considered judgment that the skills, contributions, backgrounds, perspectives, and experiences of our nominees qualify them to serve on our Board. As described in detail below, our nominees have considerable professional and business expertise. We know of no reason why any nominee would be unable to accept nomination or election. All nominees have consented to being named in this proxy statement and to serve if elected. To be elected, a director nominee must receive the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes, if any, are not considered votes cast under our bylaws and will have no effect on the results of this vote. For additional information please see also “Broker Voting and Votes Required for Each Proposal” on page 6. If any nominee is unable to serve on our Board, the stock represented by your proxy will be voted for the election of such other person as may be nominated by our Board or alternatively, the number of directors may be reduced accordingly by our Board.

  7. The Board of Directors recommends a vote FOR each of the named nominees

    The Board of Directors recommends a vote FOR each of the named nominees Set forth below is biographical information for each nominee and a summary of the specific skills, contributions, background, and experiences which led our Board to conclude that each nominee should serve on the Board at this time.

  8. The Board of Directors recommends a vote FOR each of the named nominees

    | Dr. David Wheadon, Independent Chair | | | | Age: 68 Director Since: 2024 | Committee Memberships: ● Compensation ● Science | Other Public Company Directorships: ● Sotera Health Company (Nasdaq: SHC) (May 2021 – Present) ● Vaxart, Inc. (Nasdaq: VXRT) (April 2021 – Present) ● Karuna Therapeutics, Inc. (Nasdaq: KRTX) (Dec 2020 – March 2024) ● Chemocentryx, Inc. (Nasdaq: CCXI) (May 2022 – Oct 2022) | | | Dr. David Wheadon has served as Chair of the Board since January 2025, having joined the board as a non-executive director in June 2024. Dr. Wheadon previously served as Senior Vice President of global regulatory affairs, patient safety, and quality assurance at AstraZeneca Plc from December 2014 to July 2019. Prior to that, he was Executive Vice President-Research & Advocacy at Juvenile Diabetes Research Foundation International Inc., from May 2013 to December 2014, Senior Vice President-Scientific & Regulatory Affairs at Pharmaceutical Research and Manufacturers of America (PhRMA) from January 2009 to May 2013, and Vice President-Global Pharmaceutical Regulatory & Medical Science and Group Vice President-Global Pharmaceutical Regulatory Affairs at Abbott Laboratories from 2005 to 2009. Dr. Wheadon also held senior regulatory and clinical development leadership positions at GlaxoSmithKline Plc and Eli Lilly and Company. He is a non-executive director of Sotera Health Company (Nasdaq: SHC) since May 2021; Vaxart, Inc. (Nasdaq: VXRT) since April 2021, where he also chairs the compensation committee; Seaport Therapeutics, Inc. and ConnectiveRx; and serves as a member of the Board of Trustees of Mount Sinai Health System. Dr. Wheadon previously served as a non-executive director of Chemocentryx, Inc. (Nasdaq: CCXI) from May 2022 to October 2022 and of Karuna Therapeutics, Inc. (Nasdaq: KRTX) from December 2020 through March 2024. Dr. Wheadon received his MD from Johns Hopkins University School of Medicine and an AB in Biology from Harvard University. He completed his postdoctoral training in Psychiatry at Tufts/New England Medical Center. Skills & Qualifications: We believe Dr. Wheadon’s medical, scientific and industry experience as well as his regulatory affairs experience provide him with the qualifications and skills to serve as a director. | | | Joe Ciaffoni, Chief Executive Officer | | | | Age: 55 Director Since: 2024 | Committee Memberships: ● None | Other Public Company Directorships: ● Collegium Pharmaceuticals, Inc. (Nasdaq: COLL) (July 2018 – May 2024) | | | Joe Ciaffoni was appointed Chief Executive Officer in May 2025, having served as an independent non-executive director from December 2024 to May 2025. He previously served as President and CEO and on the Board of Collegium Pharmaceuticals, Inc. (Nasdaq: COLL) from July 2018 to May 2024, having joined as EVP and COO in 2017. Prior to joining Collegium, Mr. Ciaffoni served as President, U.S. Branded Pharmaceuticals at Endo International plc, held various positions of increasing responsibility at Biogen Inc. (including SVP, Global Specialty Medicines Group), and served as EVP and COO of Shionogi Inc. and President of Shionogi Pharmaceuticals. Mr. Ciaffoni also previously served in various commercial roles at Schering-Plough (now Merck & Co., Inc.), Sanofi-Synthelabo (now Sanofi S.A.), and Novartis AG. He has a demonstrated track record of launching successful products, optimizing commercial operations, and enhancing patient access to important therapies. Mr. Ciaffoni holds a BA in Communications and an MBA from Rutgers University. Skills & Qualifications: We believe Mr. Ciaffoni’s perspective and experience as a senior executive in the pharmaceutical industry, as well as the depth of his operations and board experience, provide him with the qualifications and skills to serve as a director. | |

  9. The Board of Directors recommends a vote FOR each of the named nominees

    | Dr. Keith Humphreys, Independent Non-Executive Director | | | | Age: 59 Director Since: 2023 | Committee Memberships: ● Compliance & Ethics ● Science (Chair) | Other Public Company Directorships: ● None | | | Dr. Keith Humphreys has served as an independent non-executive director since November 2023. He currently serves as Esther Ting Memorial Professor in the Department of Psychiatry and Behavioral Sciences at Stanford University and, since June 2025, as a member of the Scientific Advisory Board of Ocellaris Pharma, Inc. Dr. Humphreys was previously a Senior Policy Advisor in the White House Office of National Drug Control Policy in the Obama Administration and is an Honorary Professor of Psychiatry at the Institute of Psychiatry, King’s College, London. He was awarded an Officer of the Order of the British Empire (OBE) in September 2022 for his services to science and policy on addiction. Dr. Humphreys holds a BA in Psychology from Michigan State University and an AM in Clinical/Community Psychology and PhD in Psychology from the University of Illinois. Skills & Qualifications: We believe Dr. Humphrey’s medical, scientific and industry experience, particularly with respect to addiction and substance use disorder treatment, provide him with the qualifications and skills to serve as a director. | | | Tony Kingsley, Independent Non-Executive Director | | | | Age: 62 Director Since: 2025 | Committee Memberships: ● Audit ● Compensation | Other Public Company Directorships: ● Scholar Rock Holding Corp. (Nasdaq: SRRK) (May 2020 – July 2021) | | | Tony Kingsley has served as an independent non-executive director since July 2025. Mr. Kingsley is an accomplished biopharmaceutical executive with a distinguished track record of building and leading organizations across multiple scientific disciplines, therapeutic areas, and stages of development and commercialization. He previously served as CEO and Director of Stablix, Inc., a biotechnology company pioneering deubiquitination therapeutics as novel modality, from February 2022 to September 2025. Prior to joining Stablix, Mr. Kingsley was President, CEO and an executive director of Scholar Rock Holding Corp. (Nasdaq: SRRK), a clinical-stage biopharmaceutical company focused on the treatment of serious diseases driven by protein growth factors, from August 2020 to July 2021, having served as a non-executive director from May 2020 to July 2020. Previously, he led TARIS Biomedical LLC as President and CEO, guiding the company through its acquisition by Johnson & Johnson in 2019. Earlier in his career, Mr. Kingsley held a series of senior leadership roles, including President and Chief Operating Officer at The Medicines Company (Nasdaq: MDCO) and Executive Vice President of Global Commercial Operations at Biogen Inc. (Nasdaq: BIIB), where he oversaw the launch and growth of multiple therapies in neurology and hemophilia. Prior to this, he held numerous senior general management roles in devices and diagnostics and was a partner at McKinsey & Company. Mr. Kingsley graduated magna cum laude from Dartmouth College and received an MBA from Harvard Business School. Skills & Qualifications: We believe Mr. Kingsley’s perspective and experience as a senior executive (including as a CEO) in our industry, as well as his board experience with publicly traded and privately held pharmaceutical companies, provide him with the qualifications and skills to serve as a director. | |

  10. The Board of Directors recommends a vote FOR each of the named nominees

    | Daniel Ninivaggi, Independent Non-Executive Director | | | | Age: 61 Director Since: 2025 | Committee Memberships: ● Compensation ● Nominating & Corporate Governance (Chair) | Other Public Company Directorships: ● Garrett Motion Inc. (Nasdaq: GTX) (April 2021 – Present) ● Lordstown Motors Corp. (Nasdaq: RIDE) (August 2021 – March 2024) ● Hertz Global Holdings, Inc. (NYSE: HTZ) (Sep 2014 – June 2021) | | | Daniel Ninivaggi has served as an independent non-executive director since January 2025. Mr. Ninivaggi currently serves as Non-Executive Chairman of Garrett Motion Inc. (Nasdaq: GTX), a global supplier of turbochargers and other powertrain components to light vehicle, commercial vehicle and industrial end markets, a position he has held since April 2021. From August 2021 to March 2024, Mr. Ninivaggi served as CEO (until July 2022) and subsequently Executive Chairman of Lordstown Motors Corp. (formerly Nasdaq: RIDE), an electric vehicle automaker. On June 27, 2023, Lordstown Motors filed for protection under Chapter 11 of the U.S. Bankruptcy Code. Previously, Mr. Ninivaggi served as President and CEO of Icahn Enterprises L.P. ("IEP") (Nasdaq: IEP), the principal investment vehicle of Carl Icahn; as Co-CEO of Federal-Mogul Holdings Corp. (a public-company subsidiary of IEP now part of Apollo Global Management); and most recently as CEO of Icahn Automotive Group, LLC and a Managing Director of IEP. Prior to joining IEP, he spent six years at Lear Corporation (NYSE: LEA), holding various senior executive positions. In addition to those positions noted above, Mr. Ninivaggi has served as a director of numerous other public and private companies, including Hertz Global Holdings, Inc. (Nasdaq: HTZ) from September 2014 through June 2021, Navistar International Corporation, Icahn Enterprises G.P. Inc. (the general partner of Icahn Enterprises), CVR Energy Inc., XO Holdings, Tropicana Entertainment Inc., Motorola Mobility Holdings Inc., and CIT Group, Inc. Mr. Ninivaggi began his career at Skadden, Arps, Slate, Meagher & Flom LLP before joining Winston & Strawn LLP, where he became a partner specializing in mergers and acquisitions, financing transactions, and corporate governance. He holds a BA from Columbia University, an MBA from the University of Chicago Graduate School of Business, and a law degree (Juris Doctor) (with distinction) from Stanford University School of Law. Skills and Qualifications: We believe Mr. Ninivaggi’s executive management, investment, global business, legal and corporate governance experience, and strong leadership skills provide him with the qualifications and skills to serve as a director. | | | Barbara Ryan, Independent Non-Executive Director | | | | Age: 66 Director Since: 2022 | Committee Memberships: ● Audit ● Compensation (Chair) ● Nominating & Corporate Governance | Other Public Company Directorships: ● INVO Bioscience, Inc. (Nasdaq: INVO) (Sep 2020 – Present) ● MiNK Therapeutics, Inc. (Nasdaq: INKT) (June 2021 – Present) ● Azitra, Inc. (NYSE: AZTR) (July 2023 – Present) | | | Barbara Ryan has served as an independent non-executive director since June 2022. Ms. Ryan was a Wall Street sellside research analyst covering the U.S. Large Cap Pharmaceutical Industry for more than 30 years before founding Barbara Ryan Advisors, a capital markets and communications firm, in 2012. She has deep experience in equity and debt financings, M&A, valuation, SEC reporting, financial analysis, and corporate strategy across a broad range of life sciences companies. Ms. Ryan is also the Founder of Fabulous Pharma Females, a non-profit organization whose mission is to advance women in the biopharmaceutical industry. She is a Senior Advisor at Ernst & Young and is currently a non-executive director of INVO Bioscience, Inc. (Nasdaq: INVO), since September 2020; MiNK Therapeutics, Inc. (Nasdaq: INKT) since June 2021, serving as chair of the audit committee; and Azitra, Inc. (NYSE: AZTR) since July 2023, serving as chair of the compensation committee. Ms. Ryan studied finance and economics at the University of Massachusetts Amherst. Skills and Qualifications: We believe Ms. Ryan’s financial, investment and capital markets experience and her advisory experience in the pharmaceutical industry provide her with the qualifications and skills to serve as a director. | |

  11. The Board of Directors recommends a vote FOR each of the named nominees

    | Mark Stejbach, Independent Non-Executive Director | | | | Age: 62 Director Since: 2021 | Committee Memberships: ● Audit ● Compliance & Ethics (Chair) ● Science | Other Public Company Directorships: ● Flexion Therapeutics, Inc. (Nasdaq: FLXN) (Jan 2016 – Nov 2021) | | | Mark Stejbach has served as an independent non-executive director since March 2021. Mr. Stejbach has over 35 years of experience in the biotech and pharmaceutical industries, including senior roles in a broad range of commercial functions including marketing, sales, economic affairs, managed care, and finance. From February 2012 to September 2018, Mr. Stejbach served as Senior Vice President & Chief Commercial Officer at Alkermes plc, a publicly traded global biopharmaceutical company, focused on development and commercialization of addiction and schizophrenia treatments. Prior to his role at Alkermes, Mr. Stejbach served as the Chief Commercial Officer at Tengion, Inc. from 2008 to 2012 and previously held senior positions at Merck & Co. Inc. and Biogen Inc. Since December 2024, Mr. Stejbach has served as a director of Nirsum Laboratories, Inc. and previously served as a non-executive director of Flexion Therapeutics, Inc. (Nasdaq: FLXN), which marketed a “buy-and-bill” long-acting injectable for the treatment of osteoarthritis, from January 2016 until its acquisition in November 2021. He also previously served as Senior Commercial Advisor to EIP Pharma Inc., a private company advancing CNS-focused therapeutics to benefit patients with neurodegenerative diseases. Mr. Stejbach holds an MBA from the Wharton School, University of Pennsylvania and a BS in mathematics from Virginia Tech. Skills and Qualifications: We believe Mr. Stejbach’s perspective and experience as a senior executive in our industry, especially from a commercial sales perspective, provide him with the qualifications and skills to serve as a director. | | | Juliet Thompson, Independent Non-Executive Director | | | | Age: 59 Director Since: 2021 | Committee Memberships: ● Audit (Chair) ● Compliance & Ethics ● Nominating & Corporate Governance | Other Public Company Directorships: ● Novacyt S.A. (France: ALNOV) (Sep 2020 – Present) ● Advanced Medical Solutions Group plc (LSE: AMS) (June 2025 – Present) ● ANGLE plc (LSE: AGL) (Jan 2023 – June 2025) ● Vectura Group plc (LSE: VEC) (Dec 2017 – Oct 2021) | | | Juliet Thompson has served as an independent non-executive director since March 2021. Ms. Thompson has over 30 years of finance, banking, and board experience with significant focus in the healthcare sector. Ms. Thompson is a proven FTSE 250 audit chair and a former investment banker who has spent her career advising pharmaceutical and biotech companies. Ms. Thompson serves as a non-executive director and chairs the Audit Committees of each of Novacyt S.A., having served since September 2020, and Advanced Medical Solutions Group plc, having served since June 2025. From 2013 until her retirement in 2015, Ms. Thompson led the life sciences and clean tech teams at Stifel Financial Corp., where she advised CEOs and CFOs in the healthcare sector. Prior to joining Stifel, from 2003 to 2013 Ms. Thompson was employed by Nomura Code and advised companies in the healthcare and clean tech sectors on their financing and strategic options. She worked on over 50 transactions including IPO’s, secondary offerings, private placements, and M&A transactions. She played a leading role in setting up Code Securities, which was acquired by Nomura (becoming Nomura Code) but remained independent. Previously, she served on the boards of OrganOx Limited from January 2021 to October 2025; ANGLE plc from January 2023 to June 2025; GI Dynamics, Inc., a Boston-based medical device company developing products for patients with type 2 diabetes and obesity, from August 2017 to August 2020; and Vectura Group plc from December 2017 to October 2021. Ms. Thompson holds a BSc in Economics from the University of Bristol and is a Chartered Accountant holding an ACA from the Association of Chartered Certified Accountants. Skills and Qualifications: We believe Ms. Thompson’s financial, investment and capital markets experience and her board and audit committee experience provide her with the qualifications and skills to serve as a director. | |

  12. The Board of Directors recommends a vote FOR each of the named nominees

    The Board of Directors recommends a vote FOR each of the named nominees

  13. Director Nomination Process

    Director Nomination Process

  14. Identification and Evaluation of Nominees for Directors

    Identification and Evaluation of Nominees for Directors Our Nominating & Corporate Governance Committee (“NCG Committee”) is responsible for identifying individuals qualified to become Board members consistent with the criteria approved by the Board and recommending such individuals to the Board. The Board’s policy is to encourage the selection of Directors who will contribute to the Company’s achievement of its overall corporate goals. If any member of our Board does not wish to continue in service or if our Board decides not to re-nominate a member for re-election, the NCG Committee will identify a new nominee that meets the criteria for membership on our Board. The NCG Committee may, in its sole discretion, solicit recommendations for nominees from persons the NCG Committee believes are likely to be familiar with qualified candidates. These persons may include members of our Board, including members of the NCG Committee, and our management team. The NCG Committee may, in its sole discretion, determine to engage a professional search firm to assist in identifying qualified candidates. If a search firm is engaged, the NCG Committee will set its fees and scope of engagement. The NCG Committee may, in its sole discretion, solicit the views of the Chief Executive Officer, other members of our senior management and other members of our Board regarding the qualifications and suitability of candidates to be nominated as directors. The NCG Committee may, in its sole discretion, designate one or more of its members (or the entire NCG Committee) or other members of our Board to interview any proposed candidate. Based on all available information and relevant considerations, the NCG Committee will select a candidate who, in the view of the NCG Committee, is most suited for membership on our Board. The NCG Committee has utilized professional search firms to identify candidates to serve on our Board, including, most recently, the identification of Tony Kingsley, who was appointed to our Board in July 2025. Shareholders wishing to suggest a candidate for director must write to our Company Secretary in accordance with our procedures detailed in the section entitled “Shareholder Communications with Our Board” on page 19 and should follow the provisions in our Bylaws regarding advance notice of shareholder nominations and proposals. Shareholder nominations should be made according to the procedures detailed in the section entitled “Shareholder Proposals and Director Nominations for 2027 Annual Meeting of Shareholders” on page 58. Such submissions must state (i) the nominee’s name, age, business address and residential address, (ii) a complete biography and statement of such person’s qualifications, (iii) the Specified Information (as defined in the Bylaws) for each nominee and any member of the immediate family of such nominee, Affiliate or Associate (each as defined in the Bylaws); (iv) a description of any agreement, arrangement or understanding of the type described in the Bylaws, as it relates to each such nominee; (v) a complete signed written questionnaire, representation and agreement to serve as a director if elected and to abide by all policies of the Board.

  15. Compensation of Non-Employee Directors

    Compensation of Non-Employee Directors During FY25, we were incorporated under the laws of England and Wales. In anticipation of redomiciling from the U.K. to the U.S., we had been working since 2024 to bring our approach to director compensation in line with U.S. market practices for U.S. listed companies of a similar size and profile. The largest differences between market practice in the two jurisdictions relate primarily to the amount of compensation and the U.S. practice of delivering a portion of non-employee director compensation in the form of equity. The U.K. regulatory environment creates complexity around awarding equity grants to non-employee directors. These complexities include provisions of English law with respect to pre-emption rights and allotment of shares under the U.K. Companies Act. As a result, the non-employee directors were not eligible to participate in our equity incentive plans while we were a U.K. company. As part of our transition to U.S. corporate governance and compensation practices, we implemented a program in FY25 to ensure that a meaningful amount of the fees paid to our non-employee directors were held in Company shares. To address the regulatory restrictions in the U.K. and achieve this objective, we established the Non-Employee Director Share Program (the “NED Share Program”). Effective following the Annual General Meeting on May 8, 2025, we restructured the non-employee director fees to mandate that a portion of the retainer would be invested in Company shares. For our five U.S. non-employee directors serving at that time, we entered into a Collective Purchase Plan between the Company, J.P. Morgan Securities LLC and each of the five U.S. non-employee directors. The funds for purchase of shares were deposited directly by the Company, on behalf of each director, into a brokerage account for the purchase of Company shares. Because Ms. Thompson is a U.K. resident, she was not eligible to participate in the Collective Purchase Plan, so she purchased the equivalent number of shares in the open market and the Company reimbursed her. Mr. Kingsley joined the Board following the establishment of the Collective Purchase Plan, so the Company provided Mr. Kingsley with funds to purchase the equivalent number of shares, and he purchased the shares in the open market.

  16. FY25 Non-Employee Director Compensation Policy

    FY25 Non-Employee Director Compensation Policy The table below sets out the fees for the non-employee directors from January 1, 2025, to May 8, 2025:

  17. FY25 Non-Employee Director Compensation Policy

    | | Fee in GBP(1) | | Fee in USD(1) | | Chair Retainer(2) | £ | 275,000 | $500,000 | | Non-Employee Director Retainer | £ | 55,000 | $79,387 | | Additional Lead Independent Director Fee | £ | 20,000 | - | | Additional Committee Chair Fee (all committees) | £ | 20,000 | $28,868 | | Additional Committee Membership Fee (all committees) | £ | 10,000 | $14,434 |

  18. FY25 Non-Employee Director Compensation Policy

    | (1) Fees were paid to each director in such Director’s local currency. In 2025, a fixed exchange rate (GB£1:U.S.$1.25) was applied to translate British pounds (“GBP”) into U.S. dollars (“USD”), effectively setting fees at that time, on both a U.K. and U.S. basis. |

  19. FY25 Non-Employee Director Compensation Policy

    | (2) The Chair of the Board does not receive any additional fees for being a member of the committees or for chairing any committee. |

  20. FY25 Non-Employee Director Compensation Policy

    The table below sets out the fees on an annualized basis for the non-employee directors from May 8, 2025, through our redomicile to the U.S. effective January 26, 2026. The increase in fee amounts reflects the implementation of the NED Share Program discussed above, as the fees below include cash fees that were paid to facilitate the purchase of Company shares pursuant to the NED Share Program:

  21. FY25 Non-Employee Director Compensation Policy

    | | Fee in GBP(1) | | Fee in USD(1) | | Chair Retainer(2) (3) | | n/a | $500,000 | | Non-Employee Director Retainer(3) | £ | 200,000 | $250,000 | | Additional Lead Independent Director Fee | £ | 20,000 | $25,000 | | Additional Committee Chair Fee (Audit & Risk Committee and Compensation Committees) | £ | 24,000 | $30,000 | | Additional Committee Chair Fee (Compliance, Ethics & Sustainability, Nomination and Science Committees) | £ | 16,000 | $20,000 | | Additional Committee Membership Fee (Audit & Risk Committee and Compensation Committees) | £ | 12,000 | $15,000 | | Additional Committee Membership Fee (Compliance, Ethics & Sustainability, Nomination and Science Committees) | £ | 8,000 | $10,000 | | NED Share Program(3) | £ | 70,000 | $87,500 |

  22. FY25 Non-Employee Director Compensation Policy

    | (1) Fees were paid to each director in such Director’s local currency. In 2025, a fixed exchange rate (GB£1:US$1.25) was applied to translate GBP into USD, effectively setting fees at that time, on both a U.K. and U.S. basis. |

  23. FY25 Non-Employee Director Compensation Policy

    | (2) The Chair of the Board does not receive any additional fees for being a member of the committees or for chairing any committee. |

  24. FY25 Non-Employee Director Compensation Policy

    | (3) The NED Share Program fees listed above were included as part of the Chair Retainer and Non-Employe Director Retainer listed above and were not in addition to those amounts. For the Chair Retainer, 80% was allocated to the NED Share Program. For the other Non-Employee Directors, 70% was allocated to the NED Share Program. |

  25. 2025 Non-Employee Director Compensation

    2025 Non-Employee Director Compensation The following table sets forth the compensation for our non-employee directors during FY2025. Mr. Ciaffoni, our Chief Executive Officer, is not included in this table. Information regarding Mr. Ciaffoni’s compensation is included in the Summary Compensation Table.

  26. 2025 Non-Employee Director Compensation

    | Name | Fees earned or paid in cash ($)(1)(2) | Total ($)(3) | | Peter Bains(4) | $39,920 | $39,920 | | Keith Humphreys | $196,785 | $196,785 | | Tony Kingsley(5) | $140,000 | $140,000 | | Jo LeCouilliard(4) | $42,035 | $42,035 | | Daniel Ninivaggi(6) | $186,697 | $186,697 | | Barbara Ryan | $220,466 | $220,466 | | Robert Schriesheim(7) | $19,606 | $19,606 | | Mark Stejbach | $217,511 | $217,511 | | Juliet Thompson(8) | $251,563 | $251,563 | | David Wheadon(8) | $441,027 | $441,027 |

  27. 2025 Non-Employee Director Compensation

    | (1) Amounts represent gross amount of cash fees earned in FY25. Pursuant to U.K. law, certain amounts were remitted in respect of taxes for both U.K. and U.S. directors. |

  28. 2025 Non-Employee Director Compensation

    | (2) Includes certain cash fees that were paid to facilitate the purchase of Company shares pursuant to our NED Share Program. The amount of cash provided in lieu of stock awards for each director was as follows: (i) Keith Humphrey, Tony Kingsley, Barbara Ryan, Mark Stejbach and Juliet Thompson: $87,500, and (ii) David Wheadon: $200,000. For more information, see the description of our NED Share Program under “Compensation of Non-Employee Directors.” |

  29. 2025 Non-Employee Director Compensation

    | (3) Mr. Bains, Ms. LeCouilliard and Ms. Thompson received cash fees in GBP. For purposes of presentation in this Director Compensation Table, these amounts were converted to USD on the basis of the fixed exchange rate (GB£1:US$1.25) established in 2025 to translate GBP into USD. |

  30. 2025 Non-Employee Director Compensation

    | (4) Mr. Bains and Ms. LeCouilliard did not stand for re-election and their terms ended on May 8, 2025. |

  31. 2025 Non-Employee Director Compensation

    | (5) Mr. Kingsley joined the Board on July 1, 2025. |

  32. 2025 Non-Employee Director Compensation

    | (6) Mr. Ninivaggi joined the Board on January 31, 2025. |

  33. 2025 Non-Employee Director Compensation

    | (7) Mr. Schriesheim resigned from the Board on March 2, 2025. |

  34. 2025 Non-Employee Director Compensation

    | (8) Dr. Wheadon became Chair of the Board effective January 27, 2025. Ms. Thompon served as Interim Chair from January 1, 2025, until January 27, 2025. |

  35. FY26 Non-Employee Director Compensation Policy

    FY26 Non-Employee Director Compensation Policy Our redomicile to the U.S. was effective in January 2026 and, as a result, we are now able to award stock to our non-employee directors through the 2026 Omnibus Equity Incentive Plan. In addition, the position of Lead Independent Director was discontinued because the Company has an independent Chair. Beginning on the effective date of the redomicile, the following fees are payable to the non-employee directors:

  36. FY26 Non-Employee Director Compensation Policy

    | Annual Compensation | | Additional Annual Cash Retainers(1)(2) | | | | Cash Retainer | $75,000(1) | Committees: | Chair | Member | | Cash Retainer (Chair) | $100,000(1) | Audit | $30,000 | $15,000 | | Equity Award(4) | $250,000(3) | Compensation | $30,000 | $15,000 | | Equity Award (Chair)(4) | $400,000(3) | Compliance & Ethics | $20,000 | $10,000 | | | | Nominating & Corporate Governance | $20,000 | $10,000 | | | | Science | $20,000 | $10,000 |

  37. FY26 Non-Employee Director Compensation Policy

    | (1) Cash retainers are earned and paid in quarterly installments. A non-employee director who does not serve for an entire calendar quarter shall receive a prorated portion of the retainer(s) otherwise payable. |

  38. FY26 Non-Employee Director Compensation Policy

    | (2) The Chair of the Board does not receive compensation for committee service. |

  39. FY26 Non-Employee Director Compensation Policy

    | (3) On the date of each annual meeting of shareholders, each non-employee director, except the Chair of the Board, is granted RSUs of the Company, with the number of such RSUs determined by dividing $250,000 by the closing price of our Common Stock on the date of grant, rounded down to the nearest whole number. The Chair of the Board is granted RSUs of the Company, with the number of such RSUs determined by dividing $400,000 by the closing price of our Common Stock on the date of grant, rounded down to the nearest whole number. (“Annual Awards”) A non-employee director elected for the first time to the Board at an annual meeting shall receive only an Annual Award in connection with such election and shall not receive any Initial Award (as defined below) on the date of such annual meeting. |

  40. FY26 Non-Employee Director Compensation Policy

    | (4) Each Listing Award, Annual Award and Initial Award shall vest on the earlier of (i) the day immediately preceding the date of the first annual meeting following the date of grant and (ii) the first anniversary of the date of grant, subject to the non-employee director continuing in service on the Board through the applicable vesting date; provided that, notwithstanding the foregoing, each such award shall vest upon the non-employee director’s termination of service on the Board due to death or disability. |

  41. FY26 Non-Employee Director Compensation Policy

    In addition to the annual equity award, each non-employee director serving on the Board as of the Company’s U.S. re-domiciliation in January 2026 received restricted stock units (“RSUs”) with respect to a number of shares with an aggregate fair value on the date of grant equal to $125,000, rounded down to the nearest whole share, except with respect to the Chair of the Board who received an award of RSUs with respect to a number of shares with an aggregate fair value on the date of grant equal to $200,000, rounded down to the nearest whole share (“Listing Awards”). In addition to the foregoing annual compensation, each new non-employee director initially appointed to the Board other than at an annual meeting will receive RSUs of the Company with respect to a number of shares with an aggregate fair value on the date of grant equal to the Annual Awards described above prorated for the date such director joined the Board through the following annual meeting of shareholders (“Initial Awards”).

  42. Elements of Compensation

    | Element | | Key Characteristics | Purpose | | Base Salary | | Fixed cash compensation | Provides market competitive baseline compensation to attract and retain top-tier talent | | Annual Incentive Plan (AIP) | | Variable cash incentive compensation earned at 0% - 200% based generally on achievement of performance metrics over a one-year performance period | Motivates and rewards achievement of profitable growth | | Long Term Incentive Plan (LTIP) | PSUs | Variable equity-based incentive compensation earned at 0% - 200% based generally on achievement of Relative TSR performance metric over a three-year performance period | Aligns NEOs’ interests with those of our shareholders by motivating and rewarding achievement of long-term shareholder value and growth; promotes retention | | | RSUs | Equity-based incentive compensation that generally vests over a three-year period; value tied to our stock price | Aligns NEOs’ interests with those of our shareholders by rewarding long-term value creation; promotes retention |

  43. Compensation Governance Features

    | What We Do | | What We Don’t Do | | | ✓ | Balance of short-term and long-term incentives | 🗶 | No payout of short-term or long-term awards greater than 200% of target | | ✓ | Substantial portion of executive compensation is at risk and tied to enhanced shareholder value | 🗶 | No hedging or pledging of shares as collateral | | ✓ | Different performance measures used for short-term and long-term incentive programs | 🗶 | No excessive change in control severance benefits | | ✓ | Robust Stock Ownership Guidelines | 🗶 | No repricing of stock options | | ✓ | Clawback Policy | | | | ✓ | Two triggers required for the payment of most change in control benefits | | | | ✓ | Hire an independent advisor to the compensation committee | | |

  44. CEO Transition Highlights

    | Current CEO – Joe Ciaffoni | Former CEO – Mark Crossley | | ● Base salary of $1,050,000 and annual cash bonus opportunity targeted at 100% of base salary, up to a maximum of 200% ● On-hire long-term incentive award of (i) performance stock units (“PSUs”) with a grant-date value of 12 times the initial base salary, subject to a cap of 1.575 million shares, based on the achievement of specified share price hurdles and certain other conditions, and (ii) restricted stock units (“RSUs”) with a grant-date value of 4 times the initial base salary, subject to a cap of 525,000 shares ● Annual long-term incentive awards beginning in 2026 | ● Annual base salary and employee benefits payable through “Garden Leave” ending on May 8, 2026 ● AIP bonus for 2025 at a level consistent with Company policy (without pro-ration) based on only non-financial performance measures related to delivering a smooth transition to Mr. Ciaffoni ● An additional annual bonus opportunity for 2025 of $250,000 based on achieving the Group’s internal Net Revenue and Adjusted Operating Profit targets for Q1 and Q2 2025 ● Continued vesting and release of shares (subject to applicable performance conditions) for 2020, 2021, 2023 and 2024 LTIP awards ● Outplacement services in an amount up to $50,000 ● Tax return support through the 2027 tax year ● Up to $40,000 for reasonable legal fees incurred in connection with review and negotiation of the separation |

  45. Compensation Objectives and Structure

    | ● | Alignment with Shareholders: Long-term equity incentives are designed to align executives’ interests with long-term shareholder value creation. |

  46. Compensation Objectives and Structure

    | ● | Market Competitiveness: Compensation opportunities are designed to be competitive with peer companies to attract and retain executive talent. |

  47. Our Compensation Process

    | ● | Annual Performance Reviews. Our Chief Executive Officer conducts and presents an assessment of our corporate performance and the performance reviews of the other NEOs to the compensation committee after the end of each fiscal year. The compensation committee takes this into account in reviewing and determining the compensation of each NEO, along with consideration of individual factors, such as potential for future contributions to our growth, industry experience and retention concerns. |

  48. Our Compensation Process

    | ● | Peer and Industry Data. Our compensation committee considers peer and industry data provided by its independent compensation consultant, currently Mercer (US) LLC, as a reference in setting base salaries and target cash compensation, determining appropriate levels and mix of equity compensation and determining the type and portion of compensation tied to performance goals. |

  49. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant Our compensation committee believes that independent advice is critical in developing the Company’s executive compensation programs. The compensation committee was advised by Mercer, an independent compensation consultant, during the year ended December 31, 2025. Mercer provides guidance to the compensation committee on trends in executive and non-employee director compensation, the development of specific executive compensation programs and the composition of the Company’s compensation peer group. Mercer also engages in other matters as needed and as directed solely by our compensation committee. The Company pays the cost for Mercer’s services. However, the compensation committee retains the sole authority to direct, terminate or engage Mercer’s services. Mercer and its affiliates provided other advisory services to us in 2025, but the fees for those services did not exceed $120,000 during the fiscal year ended December 31, 2025. Mercer reports directly to the compensation committee. Our compensation committee assesses its compensation consultants’ independence annually and, in accordance with applicable SEC and Nasdaq rules, confirmed that Mercer’s work or relationships did not raise any conflicts of interest.

  50. Peer Group Determination

    Peer Group Determination Market practices are one of the considerations taken into account by our compensation committee when determining executive compensation levels and compensation program design. In evaluating market practices, we generally aim to be at the 50th percentile of the market, with adjustments based on overall individual and Company performance and a focus on retention of key talent. Our compensation committee uses a peer group to provide context for its executive compensation decision-making. Each year, the compensation committee’s independent compensation consultant reviews the external market landscape and evaluates the composition of our peer group for appropriateness. At the time our 2025 peer group was selected in September 2024, our compensation committee asked Mercer to develop a potential list of U.S. peers in alignment with the Company’s plans to redomicile to the U.S. The methodology used included:

  51. Peer Group Determination

    | ● | Industry and location: only companies in the pharmaceutical or biotech industries that are also U.S. headquartered or primarily listed on a major U.S. exchange and provide full U.S. SEC disclosures |

  52. Peer Group Determination

    | ● | Size and market cap: companies within a 0.4X to 2.5X range of our revenue and market capitalization at that time |

  53. Peer Group Determination

    | ● | Business fit: companies with comparable business descriptions and profitability |

  54. Peer Group Determination

    For each of the companies in our peer group, where available, we analyze the company’s Compensation Discussion and Analysis, Summary Compensation Table and other data publicly filed during the prior and current year to identify the executives at such companies whose positions are comparable to those held by our executive officers. We then compile and analyze the data for each comparable position. We may also supplement the data for our peer group with published compensation surveys, where appropriate. The peer group for determining our 2025 compensation decisions consisted of the following companies:

  55. Peer Group Determination

    | ACADIA Pharmaceuticals Inc. | Emergent BioSolutions Inc. | Novavax, Inc. | | Alkermes plc | Exact Sciences Corporation | Pacira BioSciences, Inc. | | Alnylam Pharmaceuticals, Inc. | Exelixis, Inc. | PTC Therapeutics, Inc. | | Amneal Pharmaceuticals, Inc. | Ionis Pharmaceuticals, Inc. | Sarepta Therapeutics, Inc. | | Amphastar Pharmaceuticals, Inc. | Intra-Cellular Therapies, Inc. | Supernus Pharmaceuticals, Inc. | | BioMarin Pharmaceutical Inc. | Neurocrine Biosciences, Inc. | Ultragenyx Pharmaceutical Inc. | | Corcept Therapeutics Incorporated | | United Therapeutics Corporation |

  56. Peer Group Determination

    For 2025, the compensation committee removed Hikma Pharmaceuticals PLC, Swedish Orphan Biovitrum AB (publ), Almirall, S.A., Laboratorios Farmaceuticos Rovi, S.A., Myriad Genetics, Inc., and Ironwood Pharmaceuticals based on being headquartered in Europe, revenue range, or business fit.

  57. Annual Incentive Plan (“AIP”)

    Annual Incentive Plan (“AIP”) Our AIP provides for annual cash incentives which are based on revenue, profitability and strategic key performance indicators (“KPIs”). For FY25, the AIP was determined to be achieved at the maximum level based on the Company’s performance against these measures. The specific FY25 AIP performance goals and achievement levels are illustrated below.

  58. Annual Incentive Plan (“AIP”)

    | Performance Measure | Weighting | Minimum / Threshold | Target | Maximum | FY25 Actual | | Global SUBLOCADE® Net Revenue ($M) | 60% | $727 | $765 | $803 | $856 | | Adjusted Operating Profit(3) ($M) | 30% | $195 | $217 | $239 | $418 | | KPIs | 10% | 3 | 6 | 8 | 8 | | Payout | | 50% | 100% | 200% | 200% |

  59. Annual Incentive Plan (“AIP”)

    For FY25, the maximum performance levels were achieved with respect to Global SUBLOCADE® net revenue and Adjusted Operating Profit. Each of the remaining strategic KPIs were also achieved. (3) Adjusted Operating Profit is a Non-GAAP financial measure. For the FY25 AIP, it was determined by taking the operating profit or loss determined under U.S. GAAP, adjusting for significant expenses that do not reflect the Company’s ongoing operations and adding back any in-process research and development expenses. The KPIs that were achieved for FY25, which were each afforded 2 KPI points, included (i) completion of a multiple dose pharmacokinetics study related to INDV-6001, (ii) submission of materials to regulators and request for an end-of-Phase 2 regulatory meeting related to INDV-6001, (iii) completion of clinical proof-of-concept study related to INDV-2000, and (iv) development of chemistry, manufacturing and controls (“CMC”) to supply a Phase 3 program for INDV-2000. For FY25, the AIP also included an ESG modifier which would result in a downward adjustment to the AIP if not achieved. The ESG modifier included the following metrics: (i) executing on all Real-World Evidence studies, (ii) completing 2025 peer-reviewed publications and conference presentations, (iii) maintaining compliance with all government agreements and continuing to promote a “Speak Up” culture demonstrated through Ethisphere survey results at or above benchmark standards, and (iv) implementing key initiatives that will lead to long-term Scope 1 and 2 carbon emissions reductions. All of the ESG metrics were determined to be achieved and therefore no downward adjustments were made to the AIP maximum payout. In setting the year-long performance goals for the AIP, the compensation committee sought to incentivize growth through both top-line and bottom-line goals as well as strategic KPIs. The compensation committee believes that AIP target levels should reflect goals which are rigorous yet reasonable and which take into account market conditions and prior performance. Revenue targets for SUBLOCADE® were set higher than prior year performance to reflect the importance of driving this critical growth area. The target for Adjusted Operating Profit was set below the prior year performance level consistent with the FY25 budget, reflecting reduced levels of SUBOXONE Film revenue and structural changes made during 2024 to refocus the Company on Opioid Use Disorder (“OUD”) and discontinue research and development of categories outside of OUD. Adjusted Operating Profit for the FY25 AIP was determined by taking the operating profit or loss determined under U.S. GAAP, adjusting for significant expenses that do not reflect the Company’s ongoing operations and adding back any in-process research and development expenses. At the outset of FY25, the AIP performance targets also included a goal related to OPVEE® net revenue. In August 2025, the Company eliminated the sales force and operational structure for OPVEE®. In addition, one of the strategic KPIs related to the Company’s SUBLOCADE® pipeline was determined to be no longer necessary or appropriate given regulatory approval received which no longer necessitated further regulatory submissions. As a result, the compensation committee removed the performance goal related to OPVEE® net revenue and reallocated the weighting of that goal toward the SUBLOCADE® net revenue goal. In addition, for purposes of measuring achievement of the strategic KPIs, the SUBLOCADE® pipeline KPI referenced above was determined to have been achieved. While the compensation committee generally does not intend to adjust performance targets during the course of the year, these adjustments were determined to be appropriate and aligned with pay-for-performance because the Company realized substantial cost savings by discontinuing the OPVEE® sales force and would have incurred substantial unnecessary costs to pursue regulatory approvals which were ultimately determined to be unnecessary. For the NEOs, the FY25 AIP targets, maximum amount and actual amounts paid to each NEO were as follows:

  60. Annual Incentive Plan (“AIP”)

    | NEO | FY25 AIP Target (% Base Salary) | FY25 AIP Max (% Base Salary) | FY25 AIP Target ($) | FY25 AIP Actual ($) | FY25 AIP Actual (% Base Salary) | | Joe Ciaffoni | 100% | 200% | $1,050,000 | $2,100,000 | 200% | | Mark Crossley(1) | 100% | 100% | $902,261 | $1,804,522 | 200% | | Ryan Preblick | 60% | 120% | $335,292 | $670,584 | 120% | | Christian Heidbreder | 60% | 120% | $391,577 | $783,154 | 120% | | Pat Barry | 60% | 120% | $420,000 | $840,000 | 120% | | Jeff Burris | 50% | 100% | $284,500 | $569,000 | 100% | | Richard Simkin(2) | 70% | 140% | $546,057 | $448,778 | 140% |

  61. Annual Incentive Plan (“AIP”)

    | (1) Mr. Crossley’s separation agreement provided that he would receive the annual amount calculated under the AIP for FY25 (without proration) based on delivering a smooth transition to Mr. Ciaffoni (as defined in the separation agreement), which is shown above. His separation agreement also provided for an additional bonus opportunity for FY25 of $250,000 based on achieving the Company’s Net Revenue and Adjusted Operating Profit targets for Q1 and Q2 2025, such amount being included in the “Non-equity incentive plan compensation” column of the Summary Compensation Table that follows this CD&A. |

  62. Annual Incentive Plan (“AIP”)

    | (2) Mr. Simkin’s actual FY25 AIP payment was prorated based on his retirement on May 30, 2025. |

  63. Long-Term Incentive Plan

    Long-Term Incentive Plan Long-term incentive compensation incentivizes and rewards long-term Company performance, aligns executives’ interests with those of our shareholders, and promotes retention in a highly competitive talent marketplace. Therefore, this element of our executive compensation program forms the largest portion of our NEOs direct compensation. Our long-term incentive compensation is delivered in the form of Performance Stock Units (PSUs) and Restricted Stock Units (RSUs), each granted under our equity incentive plan.

  64. FY25 Award Grants

    FY25 Award Grants The compensation committee determined the FY25 awards in February 2025 and the grants were made in early March 2025. In setting the value of each long-term incentive award, the compensation committee considered U.S. market practices and a compensation review conducted by Mercer. In connection with the CEO transition, and in lieu of a long-term incentive award for 2025, the compensation committee granted Mr. Ciaffoni (i) PSUs with a grant-date value of 12 times his initial base salary, subject to a cap of 1.575 million shares, and (ii) RSUs with a grant-date value of four times the initial base salary, subject to a cap of 525,000 shares (together, the “On-Hire Award”). The shares underlying the PSU award granted to Mr. Ciaffoni vest, if at all, based on the achievement of certain volume weighted average price per share (“VWAP”), conditions during any 30 consecutive trading day period on or after May 8, 2026, subject to a 12-month holding period, as follows: 30% upon achievement of a $15.00 VWAP, 20% upon achievement of a $20.00 VWAP, 20% upon achievement of a $25.00 VWAP, 15% upon achievement of a $30.00 VWAP, and 15% upon achievement of a $35.00 VWAP. These performance targets were established at the time the Company entered into the employment agreement with Mr. Ciaffoni on March 3, 2025, at which time the Company’s closing stock price was $9.55. These performance targets are set forth in his employment agreement. The On-Hire Award to Mr. Ciaffoni was part of the Company’s U.K. Remuneration Policy that was approved by shareholders at the Company’s Annual General Meeting in May 2025. For the other NEOs, the target value and mix of long-term incentive awards were set at 400% of base salary with a mix of 70% PSUs and 30% RSUs, except that Mr. Barry’s mix was set at 50% PSUs and 50% RSUs. The mix of 70% PSUs and 30% RSUs had been established in 2024 as being market aligned. By the time Mr. Barry was hired in June 2025, however, the compensation committee was beginning to consider shifting to a mix of 50% PSUs and 50% RSUs. In fiscal year 2026 (“FY26”), the Company intends to continue that shift to 50% of each for the NEOs other than the CEO, who will remain at 70% PSUs and 30% RSUs.

  65. FY25 Award Grants

    | NEO | Total FY25 LTIP | Target PSUs | RSUs | | Joe Ciaffoni | $18,902,204 | $14,176,645 | $4,725,559 | | Mark Crossley(1) | - | - | - | | Ryan Preblick | $2,233,190 | $1,594,738 | $638,452 | | Christian Heidbreder | $2,660,623 | $1,862,439 | $798,184 | | Pat Barry | $3,247,376 | $1,623,688 | $1,623,688 | | Jeff Burris | $2,319,595 | $1,623,688 | $695,907 | | Richard Simkin | $3,120,076 | $2,184,053 | $936,023 |

  66. FY25 Award Grants

    | (1) Mr. Crossley did not receive an LTIP award for FY25 due to his separation from the Company. |

  67. FY25 Award Grants

    Both the PSUs and RSUs vest, subject to continued employment (and subject to performance in the case of the PSUs) on the third anniversary of the grant date. The PSUs granted in 2025 to each of the NEOs (other than Mr. Ciaffoni) were granted with the following performance goals:

  68. FY25 Award Grants

    | Performance Measure | Weighting | Vesting Level for Below Lower Quartile Performance | Vesting Level for Lower Quartile Performance | Vesting Level for Upper Quartile Performance | | rTSR Nasdaq Biotech Index | 50% | 0% | 25% | 100% | | rTSR FTSE 250 | 20% | 0% | 25% | 100% | | U.S. Sublocade® Share of Long- Acting Injectables (“LAI”) | 15% | 0% | 25% | 100% | | LAI Category Growth | 15% | 0% | 25% | 100% |

  69. FY25 Award Grants

    The performance targets for U.S. SUBLOCADE® Share of LAI and LAI Category Growth will be established every year over the three-year grant period during the first quarter and aligned with the Company’s budget for that year. At the end of each year, performance will be measured using a trailing three-month average for U.S. SUBLOCADE® Share of LAI and using a full year for LAI Category Growth. These category share and category growth measures were selected as a measurement of the Company’s ability to grow sales for U.S. SUBLOCADE®. Relative total shareholder return (“rTSR”) was selected as a performance measure because it aligns with increased shareholder value. The FTSE 250 and the Nasdaq Biotech Index were selected because, at the time, the Company was dual listed on the London Stock Exchange (“LSE”) and Nasdaq. Subsequent to making the PSU grants, the Company determined that it would delist from the LSE, which was completed in July 2025. In-flight PSU awards from the 2023, 2024 and 2025 grants each contained performance metrics that included rTSR for the FTSE 250. Based upon discussion with Mercer and external advisors from Willis Towers Watson and in consideration of the Company’s efforts to redomicile to the U.S., the compensation committee determined that it would remove the FTSE 250 rTSR measurement for the 2025 award and would instead measure 70% on the Nasdaq Biotech Index, 15% on U.S. SUBLOCADE® Share of LAI category and 15% on LAI Category Growth. For the PSUs awarded in 2024, the compensation committee determined that it would measure solely on the TSR for the S&P 1500 Pharmaceuticals and Biotechnology Index. For the PSUs awarded in 2023, the compensation committee determined that the FTSE 250 TSR measurement would remain in place since most of the vesting period occurred while Indivior was listed on the LSE. In February 2025, the compensation committee reviewed the performance of the 2022 PSU Award, which was based 50% on rTSR versus the FTSE 250 and 50% on rTSR versus the S&P 1500 Pharmaceuticals and Biotechnology Index. The Company did not achieve the 25th percentile threshold under either measure and, therefore, the 2022 PSU awards were forfeited.

  70. Employment Agreements

    Employment Agreements Each of the NEOs is a party to an employment agreement with the Company. These agreements are intended to promote retention of our key executive officers in light of the highly competitive market for talent in our industry and to clearly define each party’s rights and obligations. Additional discussion about the terms of the employment agreement with each NEO is included below under “Narrative disclosure to summary compensation table and grants of plan-based awards table.”

  71. Equity Grant Timing Practices

    Equity Grant Timing Practices We do not time the grant of equity awards in coordination with the release of material non-public information. Annual equity awards are granted as of the date of the compensation committee’s first quarter meeting for the applicable year. The compensation committee has delegated authority to the CEO to make additional equity grants to newly hired or promoted employees who are not his direct reports or an executive officer, effective on the fifteenth calendar day of the month following the month in which the CEO approves such grants. During FY25, we did not grant stock options, stock appreciation rights or similar option-like instruments to any NEO during any period beginning four business days before and ending one business day after the filing of any Form 10-Q or 10-K, or the filing or furnishing of a Form 8-K that discloses material nonpublic information.

  72. Summary Compensation Table

    Summary Compensation Table The following table and descriptions set forth information concerning compensation paid to or earned by the following individuals, whom we refer to collectively as our named executive officers, or NEOs:

  73. Summary Compensation Table

    | ● | Joe Ciaffoni, our Chief Executive Officer; |

  74. Summary Compensation Table

    | ● | Mark Crossley, our former Chief Executive Officer; |

  75. Summary Compensation Table

    | ● | Ryan Preblick, our Chief Financial Officer; |

  76. Summary Compensation Table

    | ● | Christian Heidbreder, our Chief Scientific Officer; |

  77. Summary Compensation Table

    | ● | Pat Barry, our Chief Commercial Officer; |

  78. Summary Compensation Table

    | ● | Jeff Burris, our Chief Legal Officer; and |

  79. Summary Compensation Table

    | ● | Richard Simkin, our former Chief Commercial Officer. |

  80. Summary Compensation Table

    | Name and principal position | Year | Salary ($) | Bonus ($) | Stock awards ($)(1) | Option awards ($) (1) | Non-equity incentive plan compensation ($) (2) | Change in pension value and non- qualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | | Joe Ciaffoni | 2025 | 680,114 | - | 15,319,404 | - | 2,100,000 | - | 401,696 | 18,501,214 | | Chief Executive Officer(3) | | | | | | | | | | | Mark Crossley | 2025 | 902,261 | - | 162,518 | - | 2,054,522 | - | 66,290 | 3,185,591 | | Former Chief | 2024 | 871,750 | - | 2,650,843 | - | 268,063 | - | 62,862 | 3,853,518 | | Executive Officer(4) | 2023 | 834,210 | - | 2,435,038 | - | 1,063,618 | - | 58,375 | 4,391,241 | | Ryan Preblick | 2025 | 558,820 | - | 2,303,067 | - | 670,584 | - | 59,922 | 3,592,393 | | Chief Financial | 2024 | 539,922 | - | 1,554,627 | - | 132,821 | - | 54,194 | 2,281,564 | | Officer(5) | 2023 | 516,672 | - | 1,432,717 | - | 395,254 | - | 52,489 | 2,397,132 | | Christian Heidbreder | 2025 | 652,628 | - | 2,689,676 | - | 783,154 | - | 57,090 | 4,182,548 | | Chief Scientific | 2024 | 630,558 | - | 1,663,461 | - | 155,117 | - | 57,861 | 2,506,997 | | Officer(6) | 2023 | 603,405 | - | 1,556,976 | - | 615,473 | - | 76,274 | 2,852,128 | | Pat Barry Chief | 2025 | 408,333 | 300,000 | 3,247,375 | - | 840,000 | - | 110,036 | 4,905,744 | | Commercial Officer(7) | | | | | | | | | | | Jeff Burris | 2025 | 569,001 | - | 2,337,861 | - | 569,000 | - | 45,353 | 3,521,215 | | Chief Legal | 2024 | 500,861 | - | 1,321,313 | - | 102,677 | - | 44,925 | 1,969,776 | | Officer(8) | 2023 | 474,750 | - | 1,225,004 | - | 403,538 | - | 98,798 | 2,202,090 | | Richard Simkin | 2025 | 325,008 | - | 2,968,661 | - | 448,778 | - | 274,869 | 4,017,316 | | Former Chief | 2024 | 753,642 | - | 1,988,158 | - | 216,295 | - | 227,365 | 3,185,460 | | Commercial Officer(9) | 2023 | 721,188 | - | 1,860,890 | - | 858,214 | - | 176,521 | 3,616,813 |

  81. Summary Compensation Table

    | (1) The amounts in this column reflect the aggregate grant date fair value of stock or option awards, as applicable, granted during the year computed in accordance with ASC 718, Compensation-Stock Compensation. It also includes the accounting expense for the 2024 and 2025 PSUs that were considered modified for accounting purposes to change the performance constituents from the FTSE 250 (excluding investment trusts) to the S&P 1500 Pharmaceutical and Biotech Index (2024 PSUs) and NASDAQ Biotech (2025 PSUs). No additional PSUs were granted as a result of the modification. See Grants of plan-based awards table below for more details. For a discussion of the assumptions relating to these valuations, see Note 15 – Stock-based compensation, included in Item 8 of the Annual Report on Form 10-K filed with the SEC on February 26, 2026. The amounts for the performance-based stock awards included in the stock awards column reflect the grant date fair value computed in accordance with ASC 718 based upon the probable outcome of the performance conditions as of the grant date (i.e., the target level of performance). Assuming the highest level of performance achievement as of the grant date, the aggregate grant date fair value of the performance stock units granted in 2025 would have been: Mr. Ciaffoni —$28,353,290; Mr. Preblick — $3,189,476; Dr. Heidbreder — $3,724,878; Mr. Barry — $3,247,376; Mr. Burris —$3,247,580; and Mr. Simkin — $4,451,950. |

  82. Summary Compensation Table

    | (2) The amounts in this column reflect cash bonus awards through our Annual Incentive Plan, or AIP, earned in the year reported but typically paid in the first quarter of the following year. Messrs. Crossley and Preblick were participants in the Company’s Group Deferred Bonus Plan 2018, pursuant to which 25% of their annual AIP through 2024 were paid in the form of conditional stock awards granted in the year subsequent to the AIP performance period. The portions of their AIP granted as a conditional equity award are reflected in the stock awards column of this table in the applicable year of grant. |

  83. Summary Compensation Table

    | (3) Mr. Ciaffoni began serving as our Chief Executive Officer on May 8, 2025. He was not a named executive officer in fiscal 2024 or 2023. The amount disclosed under “All Other Compensation” for Mr. Ciaffoni in 2025 includes: $29,750 in matching contributions under our 401(k) plan, $37,952 in expenses for a company provided vehicle, $122,439 in housing expenses, $20,718 in commuting expenses, $128,199 in tax gross-up payments, $23,388 in legal fees related to the review of Mr. Ciaffoni’s employment agreement, $6,904 in excess long-term disability insurance payments, and $32,346 for services as a non-employee director prior to his employment as CEO. |

  84. Summary Compensation Table

    | (4) Mr. Crossley ceased serving as our Chief Executive Officer on May 8, 2025. The amount disclosed under “All Other Compensation” for Mr. Crossley in 2025 includes: $29,750 in matching contributions under our 401(k) plan, $19,500 in car allowances, $478 in tax gross-up payments, $14,062 in excess long-term disability insurance payments, and $2,500 in tax preparation fees. |

  85. Summary Compensation Table

    | (5) The amount disclosed under “All Other Compensation” for Mr. Preblick in 2025 includes: $27,930 in matching contributions under our 401(k) plan, $19,500 in car allowances, $3 in tax gross-up payments related to purchases of company merchandise, $6,732 in legal fee reimbursements related to the review of Mr. Preblick’s employment agreement, and $5,757 in excess long-term disability insurance payments. |

  86. Summary Compensation Table

    | (6) The amount disclosed under “All Other Compensation” for Dr. Heidbreder in 2025 includes: $29,750 in matching contributions under our 401(k) plan, $15,600 in car allowances, $4 in tax gross-up payments related to purchases of company merchandise, and $11,736 in excess long-term disability insurance payments. |

  87. Summary Compensation Table

    | (7) Mr. Barry began serving as our Chief Commercial Officer on June 2, 2025. He was not a named executive officer in fiscal 2024 or 2023. The amount disclosed under “All Other Compensation” for Mr. Barry in 2025 includes: $27,125 in matching contributions under our 401(k) plan, $14,739 in expenses for a company provided vehicle, $22,942 in housing expenses, $16,041 in commuting expenses, $23,591 in tax gross-up payments, and $5,598 in excess long-term disability insurance payments. |

  88. Summary Compensation Table

    | (8) The amount disclosed under “All Other Compensation” for Mr. Burris in 2025 includes: $29,750 in matching contributions under our 401(k) plan, $15,600 in car allowances, and $3 in tax gross-up payments related to purchases of company merchandise. |

  89. Summary Compensation Table

    | (9) Mr. Simkin ceased serving as our Chief Commercial Officer on May 30, 2025. The amount disclosed under “All Other Compensation” for Mr. Simkin in 2025 includes: $27,119 in matching contributions under our 401(k) plan, $6,500 in car allowances, $16,545 in home leave commuting and personal travel benefits, $36,603 in tax gross-up payments, $160,964 as a pension payment in lieu of U.K. pension contribution, $20,000 as a retirement gift, $2,500 in tax preparation services, and $4,638 in excess long-term disability insurance payments. |

  90. Grants of plan-based awards table

    Grants of plan-based awards table The following table provides information on grants of plan-based awards made to our named executive officers during fiscal 2025. We also include the accounting expense for the 2024 and 2025 PSUs that were considered modified for accounting purposes to change the performance constituents from the FTSE 250 (excluding investment trusts) to the S&P 1500 Pharmaceutical and Biotech Index (2024 PSUs) and NASDAQ Biotech (2025 PSUs).

  91. Grants of plan-based awards table

    | | | Estimated possible payouts under non-equity incentive plan awards (1) | | | Estimated future payouts under equity incentive plan awards (2) | | | All other stock awards: Number of shares of stock | Grant date fair value of stock and options | | Name | Grant date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or units (#) (3) | awards ($) (4) | | Joe Ciaffoni | | 525,000 | 1,050,000 | 2,100,000 | | | | | | | RSUs | 5/13/2025 | | | | | | | 422,302 | 4,687,552 | | PSUs | 5/13/2025 | | | | 380,072 | (2) | 1,266,903 | | 10,631,851 | | Mark Crossley | | 451,131 | 902,261 | 1,804,522 | | | | | | | RSUs | 3/14/2025 | | | | | | | 9,375 | 90,750 | | Modified 2024 PSUs | 9/30/2025 | | | | | | | | 71,768 | | Ryan Preblick | | 167,646 | 355,292 | 670,584 | | | | | | | RSUs | 3/7/2025 | | | | | | | 70,459 | 683,452 | | PSUs | 3/7/2025 | | | | | | | | 1,425,400 | | Modified 2025 PSUs | 9/30/2025 | | | | 82,203 | 164,406 | 328,812 | | 115,084 | | Modified 2024 PSUs | 9/30/2025 | | | | | | | | 79,131 | | Christian Heidbreder | | 195,788 | 391,577 | 783,154 | | | | | | | RSUs | 3/7/2025 | | | | | | | 82,287 | 798,184 | | PSUs | 3/7/2025 | | | | 96,002 | 192,004 | 384,008 | | 1,664,675 | | Modified 2025 PSUs | 9/30/2025 | | | | | | | | 134,403 | | Modified 2024 PSUs | 9/30/2025 | | | | | | | | 92,415 | | Pat Barry | | 210,000 | 420,000 | 840,000 | | | | | | | RSUs | 6/2/2025 | | | | | | | 130,312 | 1,623,688 | | PSUs | 6/2/2025 | | | | 65,156 | 130,312 | 260,624 | | 1,623,688 | | Jeff Burris | | 142,250 | 284,500 | 569,000 | | | | | | | RSUs | 3/7/2025 | | | | | | | 71,743 | 695,907 | | PSUs | 3/7/2025 | | | | 83,701 | 167,401 | 334,802 | | 1,451,367 | | Modified 2025 PSUs | 9/30/2025 | | | | | | | | 117,181 | | Modified 2024 PSUs | 9/30/2025 | | | | | | | | 73,406 | | Richard Simkin | | 273,029 | 546,057 | 1,092,115 | | | | | | | RSUs | 3/7/2025 | | | | | | | 98,350 | 953,995 | | PSUs | 3/7/2025 | | | | 114,741 | 229,482 | 458,964 | | 1,989,609 | | Modified 2025 PSUs | 9/30/2025 | | | | | | | | 2,462 | | Modified 2024 PSUs | 9/30/2025 | | | | | | | | 25,595 |

  92. Grants of plan-based awards table

    | (1) These amounts reported reflect the range of potential cash bonus payments for 2025 under the AIP. The actual payments are reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. See “Compensation of Our NEOs in FY25 – Annual Incentive Plan” for a detailed discussion of the FY25 AIP. |

  93. Grants of plan-based awards table

    | (2) The amounts reported reflect a range of the number of shares underlying performance stock units, or PSUs, granted in fiscal 2025 under our 2024 Long-Term Incentive Plan, or LTIP, which vest, if at all, based on the achievement of certain performance conditions. Threshold amounts represent 50% of the target number of shares; target amounts represent 100% the target number of shares; and maximum amounts represent 200% of the target number of shares that may be awarded. The shares underlying the 1,266,903 PSUs awarded to Mr. Ciaffoni vest, if at all, based on the achievement of certain volume weighted average price per ordinary share, or VWAP, conditions during any 30 consecutive trading day period on or after May 8, 2026, subject to a 12-month holding period, as follows: 30% upon achievement of a $15.00 VWAP, 20% upon achievement of a $20.00 VWAP, 20% upon achievement of a $25.00 VWAP, 15% upon achievement of a $30.00 VWAP, and 15% upon achievement of a $35.00 VWAP. The shares underlying the PSU awards granted to each of Mr. Preblick, Dr. Heidbreder, Mr. Barry and Mr. Burris vest, if at all, based on the achievement of certain performance conditions on or after March 7, 2028. Mr. Simkin’s PSU award lapsed in connection with the termination of his employment in May 2025. |

  94. Grants of plan-based awards table

    | (3) The amounts reported represent grants of restricted stock units, or RSUs, that are subject to time-based vesting. The RSUs will vest three years from their respective grant dates, except for the RSU award granted to Mr. Crossley, which vests two years from the grant date, and the RSU award granted to Mr. Simkin, of which only a pro-rated portion vested on May 30, 2025 in connection with the termination of his employment. |

  95. Grants of plan-based awards table

    | (4) For each RSU award, the grant date fair value is calculated based on the closing price of our ordinary shares on the date of grant and the number of shares underlying the RSU award. For each PSU award, the grant date fair value is calculated based on the closing price of our ordinary shares on the date of grant and the probable outcome of the performance conditions as of the grant date, which assumes achievement of the target level of performance. |

  96. Narrative disclosure to summary compensation table and grants of plan-based awards table

    Narrative disclosure to summary compensation table and grants of plan-based awards table Each of our named executive officers is, or was, party to an employment agreement with us that sets forth the terms and conditions of his employment. The material terms of the agreements are described below. The terms “cause,” “good reason” and “change in control” referred to below are defined in each respective named executive officer’s agreement. Each of our named executive officers is also eligible to participate in all employee benefit plans, practices and programs that we maintain or participate in and make available to similarly situated employees, except to the extent that a similar benefit is provided in the named executive officer’s employment agreement. Mr. Ciaffoni. Our employment agreement with Mr. Ciaffoni provides for a fixed base salary and the opportunity to receive an annual cash bonus and participate in the LTIP. Mr. Ciaffoni’s target annual cash bonus opportunity is equal to 100% of his base salary and up to a maximum of 200% of his base salary, with the actual amount determined based on the achievement of individual and Company performance goals. Mr. Ciaffoni’s agreement provides for annual LTIP awards to be granted in amounts equal to between 400% - 700% of his base salary, with the actual amount and award terms determined by our Compensation Committee. In connection with his appointment as our Chief Executive Officer, Mr. Ciaffoni was granted on-hire awards consisting of (i) PSU awards with a grant date value of 12 times his base salary, subject to a cap of 1,575,000 shares, and (ii) RSU awards with a grant date value of four times his base salary, subject to a cap of 525,000 shares. Mr. Ciaffoni has also entered into a confidentiality, proprietary rights, and non-competition agreement with us. Mr. Preblick. Our employment agreement with Mr. Preblick provides for a fixed base salary and the opportunity to receive an annual cash bonus and participate in the LTIP. Mr. Preblick’s target annual cash bonus opportunity is equal to 60% of his base salary and up to a maximum of 120% of his base salary, with the actual amount determined based on the achievement of individual and Company performance goals. Mr. Preblick’s agreement provides for annual LTIP awards to be granted in amounts equal to 400% of his base salary, with the actual amount and award terms determined by our Compensation Committee. Mr. Preblick has also entered into a confidentiality, proprietary rights, and non-competition agreement with us. Dr. Heidbreder. Our employment agreement with Dr. Heidbreder provides for a fixed base salary and the opportunity to receive an annual cash bonus and participate in the LTIP. Dr. Heidbreder’s target annual cash bonus opportunity is equal to 50% of his base salary and up to a maximum of 100% of his base salary, with the actual amount determined based on the achievement of individual and Company performance goals. Dr. Heidbreder’s agreement provides for annual LTIP awards to be granted in amounts equal to 250% of his base salary, with the actual amount and award terms determined by our Compensation Committee. Dr. Heidbreder has also entered into a confidentiality, proprietary rights, and non-competition agreement with us. Mr. Barry. Our employment agreement with Mr. Barry provides for a fixed base salary and the opportunity to receive an annual cash bonus and participate in the LTIP. Mr. Barry’s target annual cash bonus opportunity is equal to 60% of his base salary and up to a maximum of 120% of his base salary, with the actual amount determined based on the achievement of individual and Company performance goals. Mr. Barry’s agreement provides for annual LTIP awards to be granted in amounts equal to 400% of his base salary, with the actual amount and award terms determined by our Compensation Committee. In connection with his appointment as our Chief Commercial Officer, Mr. Barry received a one-time sign-on bonus of $300,000 and was granted on-hire awards consisting of (i) PSU awards with a grant date value of $1,625,000, and (ii) RSU awards with a grant date value of $1,625,000. Mr. Barry has also entered into a confidentiality, proprietary rights, and non-competition agreement with us. Mr. Burris. Our employment agreement with Mr. Burris provides for a fixed base salary and the opportunity to receive an annual cash bonus and participate in the LTIP. Mr. Burris’s target annual cash bonus opportunity is equal to 50% of his base salary and up to a maximum of 100% of his base salary, with the actual amount determined based on the achievement of individual and Company performance goals. Mr. Burris’s agreement provides for annual LTIP awards to be granted in amounts equal to 200% of his base salary, with the actual amount and award terms determined by our Compensation Committee. Mr. Burris has also entered into a confidentiality, proprietary rights, and non-competition agreement with us. Mr. Crossley. Prior to his departure in May 2025, our employment agreement with Mr. Crossley provided for a fixed base salary and the opportunity to receive an annual cash bonus and participate in the LTIP. Mr. Crossley’s target annual cash bonus opportunity was equal to 100% of his base salary, with the actual amount determined based on the achievement of individual and Company performance goals. Mr. Crossley has also entered into a confidentiality, proprietary rights, and non-competition agreement with us. Mr. Simkin. Prior to his departure in May 2025, our employment agreement with Mr. Simkin provided for a fixed base salary and the opportunity to receive an annual cash bonus and participate in the LTIP. Mr. Simkin’s target annual cash bonus opportunity was equal to 50% of his base salary and up to a maximum of 100% of his base salary, with the actual amount determined based on the achievement of individual and Company performance goals. Mr. Simkin’s agreement provided for annual LTIP awards to be granted in amounts equal to 250% of his base salary, with the actual amount and award terms determined by our Compensation Committee. Mr. Simkin has also entered into a confidentiality, proprietary rights, and non-competition agreement with us.

  97. Outstanding equity awards at fiscal year-end table

    Outstanding equity awards at fiscal year-end table The following table sets forth the outstanding equity awards as of the end of fiscal 2025 for each of our named executive officers:

  98. Outstanding equity awards at fiscal year-end table

    | | Stock awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or of Stock That Have Not Vested ($) (1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) (2) | Equity incentive plan awards: market or payout of value of unearned shares, units or other rights that have not vested ($) (1) | | Joe Ciaffoni | 422,302(3) | 15,152,196 | 1,266,903(4) | 45,456,480 | | Mark Crossley | 9,375(5) | 336,375 | 157,732(7) | 5,659,424 | | | 16,959(6) | 608,489 | | | | | 140,385(8) | 5,037,014 | | 5,898,887 | | Ryan Preblick | 6,302(6) | 226,116 | 164,406(10) | 3,505,189 | | | 70,459(9) | 2,528,069 | 97,692(11) | | | | 86,949(8) | 3,119,730 | | | | Christian Heidbreder | 82,287(9) | 2,952,458 | 192,004(10) | 6,889,104 | | | 101,544(8) | 3,643,399 | 114,092(11) | 4,093,621 | | Pat Barry | 130,312(12) | 4,675,595 | 130,312(10) | 4,675,595 | | Jeff Burris | 71,743(9) | 2,574,139 | 167,401(10) | 6,006,348 | | | 79,893(8) | 2,866,561 | 90,625(11) | 3,251,625 | | Richard Simkin (13) | 90,692(8) | 3,254,033 | 55,790(10) | 2,001,745 | | | | | 17,588(11) | 631,057 |

  99. Outstanding equity awards at fiscal year-end table

    | (1) The market value is based on $35.88, the closing price of our ordinary shares on December 31, 2025. |

  100. Outstanding equity awards at fiscal year-end table

    | (2) The awards disclosed in this column are PSU awards that vest, if at all, based on the achievement of certain performance conditions. The number of shares disclosed reflects the target amount for each PSU award. |

  101. Outstanding equity awards at fiscal year-end table

    | (3) This RSU award was granted on May 13, 2025 and vests in a single installment on May 8, 2028. |

  102. Outstanding equity awards at fiscal year-end table

    | (4) This PSU award was granted on May 13, 2025. The shares underlying this PSU award granted to Mr. Ciaffoni vest, if at all, based on the achievement of certain volume weighted average price per ordinary share, or VWAP, conditions during any 30 consecutive trading day period on or after May 8, 2026, subject to a 12-month holding period, as follows: 30% upon achievement of a $15.00 VWAP, 20% upon achievement of a $20.00 VWAP, 20% upon achievement of a $25.00 VWAP, 15% upon achievement of a $30.00 VWAP, and 15% upon achievement of a $35.00 VWAP. |

  103. Outstanding equity awards at fiscal year-end table

    | (5) This award under the Deferred Bonus Plan was granted on March 14, 2025 and vests in a single installment on March 14, 2027. |

  104. Outstanding equity awards at fiscal year-end table

    | (6) This award under the Deferred Bonus Plan was granted on March 14, 2024 and vests in a single installment on March 14, 2026. |

  105. Outstanding equity awards at fiscal year-end table

    | (7) This PSU award was granted on March 8, 2024. The shares underlying this PSU award granted to Mr. Crossley vest, if at all, on or after March 8, 2027, based on the achievement of certain performance conditions during a performance period that runs from January 2024 to December 2026. |

  106. Outstanding equity awards at fiscal year-end table

    | (8) These PSU awards were granted on March 3, 2023. The shares underlying these PSU awards vested on March 3, 2026, based on the achievement of certain performance conditions during a performance period that runs from January 2023 to December 2025. |

  107. Outstanding equity awards at fiscal year-end table

    | (9) This RSU award was granted on March 7, 2025 and vests in a single installment on March 7, 2028. |

  108. Outstanding equity awards at fiscal year-end table

    | (10) This PSU award was granted on March 7, 2025. The shares underlying these PSU awards granted to each of Mr. Preblick, Dr. Heidbreder, Mr. Barry, Mr. Burris and Mr. Simkin vest, if at all, on or after March 7, 2028, based on the achievement of certain performance conditions during a performance period that runs from January 2026 to December 2028. |

  109. Outstanding equity awards at fiscal year-end table

    | (11) This PSU award was granted on March 8, 2024. The shares underlying this PSU award granted to each of Mr. Preblick, Dr. Heidbreder, Mr. Burris and Mr. Simkin vest, if at all, on or after March 8, 2027, based on the achievement of certain performance conditions during a performance period that runs from January 2025 to December 2027. |

  110. Outstanding equity awards at fiscal year-end table

    | (12) This RSU award was granted on June 2, 2025 and vests in a single installment on June 2, 2028. |

  111. Outstanding equity awards at fiscal year-end table

    | (13) In connection with Mr. Simkin’s retirement on May 30, 2025, the amounts of his outstanding PSU awards were prorated but otherwise continue to vest in accordance with their terms. |

  112. Option exercises and stock vested table

    Option exercises and stock vested table The following table provides information concerning the exercises of stock options and the vesting of restricted stock during fiscal 2025 on an aggregated basis for each of our named executive officers:

  113. Option exercises and stock vested table

    | | Option awards | | Stock awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Joe Ciaffoni | - | - | - | - | | Mark Crossley | - | - | 461,281 | 4,474,120 | | Ryan Preblick | - | - | 6,752 | 65,359 | | Christian Heidbreder | - | - | - | - | | Pat Barry | - | - | - | - | | Jeff Burris | - | - | - | - | | Richard Simkin | - | - | 7,537 | 96,926 |

  114. Nonqualified deferred compensation

    Nonqualified deferred compensation The following table provides information concerning participation by our named executive officers during fiscal 2025 in the Indivior Inc. Deferred Compensation Plan, or the “DCP”:

  115. Nonqualified deferred compensation

    | Name | Executive contributions in last FY ($) | Registrant contributions in last FY ($) | Aggregate earnings in last FY ($)(1) | Aggregate withdrawals /distributions ($) | Aggregate balance at last FYE ($)(2) | | Joe Ciaffoni | - | - | - | - | - | | Mark Crossley | - | - | - | - | - | | Ryan Preblick | - | - | - | - | - | | Christian Heidbreder | - | - | 19,839 | - | 491,709 | | Pat Barry | - | - | - | - | - | | Jeff Burris | 28,450 | - | 184,958 | - | 1,175,341 | | Richard Simkin | - | - | - | - | - |

  116. Nonqualified deferred compensation

    | (1) Aggregate earnings in the last fiscal year are not included in the 2025 Summary Compensation Table because they are not above market or preferential. |

  117. Nonqualified deferred compensation

    | (2) Employee contributions by Mr. Heidbreder and Mr. Burris for the years ended December 31, 2025, 2024 and 2023, collectively, were previously reported as compensation in the Summary Compensation Table in a total amount of $26,580 for Mr. Heidbreder and $819,380 for Mr. Burris. |

  118. Nonqualified deferred compensation

    The DCP provides selected members of management and other highly compensated employees in the United States, including our named executive officers, with an opportunity to defer the receipt of portions of their compensation. The DCP is intended to comply with section 409A of the U.S. Internal Revenue Code of 1986. The DCP allows highly compensated employees who are unable, due to limits that the U.S. Internal Revenue Service, or IRS, imposes on 401(k) plans, to save a proportionate amount of their eligible compensation for retirement within the 401(k) plan, to defer compensation in excess of IRS limits. Under the DCP, for each financial year, participants may elect to defer up to 75% of their base salary and up to 100% of their bonus. Employees hired before January 1, 2011 are eligible for a Company match on 401(k) deferrals in excess of the annual IRS limit up to 4.5% of eligible compensation. Amounts contributed to the DCP are invested in one or more investment options as elected by a participant or, absent such election, the committee administering the DCP. Participants can elect to have the benefits associated with compensation deferred in a financial year paid on June 1 of a year at least two financial years after the financial year in which such compensation was deferred. Otherwise, and subject to certain exceptions, benefits under the DCP are paid in a lump sum or in a fixed amount annually over a period not to exceed 10 years starting 60 days (or for certain employees, six months) after termination of employment of the participant.

  119. Potential payments upon termination or change-in-control

    Potential payments upon termination or change-in-control Mr. Ciaffoni. Under his employment agreement, if Mr. Ciaffoni’s employment is terminated for any reason, he shall be entitled to receive payment of his accrued but unpaid base salary and other benefits or amounts. If employment is terminated without cause or Mr. Ciaffoni terminates his employment for good reason, he will be entitled to receive (i) base salary for the severance period, payable in accordance with regular payroll, (ii) an amount equal to his target annual bonus for the severance period, payable in substantially equal installments, (iii) a pro-rata share of his unvested RSUs, (iv) a pro-rata share of his unvested PSUs that are not part of the on-hire award, subject to performance targets and any other vesting conditions to be measured over the original schedule, and (v) the PSUs from his on-hire award shall remain outstanding and capable of vesting to the extent the performance conditions are achieved within eighteen months following the termination date. Additionally, during the severance period, Mr. Ciaffoni is entitled to continue participating in our health benefits, subject to the terms of his employment agreement. The severance period is eighteen months following the termination of employment, except that, in the case of a termination during the period beginning three months prior to the date of a change in control and ending twelve months following the date of a change in control, the severance period is twenty-four months following the termination of employment. If Mr. Ciaffoni’s employment is terminated on account of his death or disability, he will receive a pro-rata portion of the annual bonus to which he would have been entitled in the year of termination. Mr. Preblick, Dr. Heidbreder, Mr. Barry and Mr. Burris. Under their respective employment agreements, in the event of termination without cause or for good reason, each of Mr. Preblick, Dr. Heidbreder, Mr. Barry and Mr. Burris would be entitled to receive (i) continued payment of his base salary for the severance period, payable in accordance with regular payroll, (ii) an amount equal to his target annual bonus for the severance period, payable in substantially equal installments, and (iii) a pro-rata portion of the annual bonus that would have been received for the year of termination based on the number of days of employment from the start of the calendar year until the date of termination, payable at the same time bonuses are paid to other employees. Additionally, during the severance period, each executive would be entitled to continue participating in our health benefits, subject to the terms of his employment agreement. The severance period is twelve months following the termination of employment, except that, in the case of a termination without cause or for good reason on or within twelve months following the date of a change in control, the severance period is twenty-four months following the termination of employment. If any of the executive’s employment is terminated on account of their death or disability, they will receive a pro-rata portion of the annual bonus to which he would have been entitled in the year of termination. Mr. Crossley. In connection with his resignation as Chief Executive Officer on May 8, 2025, we entered into a separation agreement with Mr. Crossley, pursuant to which Mr. Crossley received his annual bonus of $1,804,544 for fiscal 2025, as well as an additional bonus of $250,000. Pursuant to the terms of the separation agreement, Mr. Crossley is also eligible to receive (i) reimbursement of up to $50,000 for the cost of outplacement services and materials, (ii) tax return support through the 2027 tax year (valued at approximately $2,500 per year), and (iii) reimbursement of up to $40,000 for reasonable legal fees incurred in connection with his counsel’s review and negotiation of the separation agreement. Mr. Crossley remains employed by the Company through August 1, 2026 (the “Termination Date”) and continues to receive his full salary and benefits through the Termination Date, provided he is not entitled to receive any new awards under the LTIP. Mr. Crossley’s outstanding 2023 and 2024 LTIP awards will vest subject to performance conditions, without any reduction for pro-ration, and be released according to their respective schedules. Mr. Simkin. In connection with his retirement on May 30, 2025, Mr. Simkin received $20,000 as a retirement gift. Mr. Simkin’s outstanding RSUs on that date vested on a pro-rated basis based on his period of employment. The following tables illustrate the potential payments described above. Because the disclosures in the tables assume the occurrence of a termination as of a particular date and under a particular set of circumstances and therefore make a number of important assumptions, the actual amount to be paid to each of our NEOs upon a termination may vary significantly from the amounts included herein. Factors that could affect these amounts include the timing during the year of any such event, the continued availability of benefit policies at similar prices and the type of termination event that occurs. The following table shows the value to our named executive officers of benefits that would have been provided upon a termination without cause or for good reason that is not in connection with a change in control as of December 31, 2025. Mr. Crossley and Mr. Simkin are not included as they were not serving as named executive officers as of December 31, 2025.

  120. Potential payments upon termination or change-in-control

    | Name | Base Salary ($) | Target Bonus ($) | Health Benefits ($) | Accelerated Stock Award Vesting ($) | Total Value ($) | | Joe Ciaffoni | 1,575,000 | 2,100,000 | 32,256 | 56,212,327(1) | 59,919,583 | | Ryan Preblick | 558,820 | 335,292 | 34,134 | - | 928,246 | | Christian Heidbreder | 652,628 | 391,576 | 21,777 | - | 1,065,981 | | Pat Barry | 700,000 | 420,000 | 19,911 | - | 1,139,911 | | Jeff Burris | 569,000 | 284,500 | 32,493 | - | 885,993 |

  121. Potential payments upon termination or change-in-control

    | (1) Assumes the applicable VWAP condition in the on-hire PSU award is satisfied within the applicable severance period and the award vests at 100%. |

  122. Potential payments upon termination or change-in-control

    The following table shows the value to our named executive officers of benefits that would have been provided upon a termination without cause or for good reason in connection with a change in control as of December 31, 2025. Mr. Crossley and Mr. Simkin are not included as they were not serving as named executive officers as of December 31, 2025.

  123. Potential payments upon termination or change-in-control

    | Name | Base Salary ($) | Target Bonus ($) | Health Benefits ($) | Accelerated Stock Award Vesting ($) | Total Value ($) | | Joe Ciaffoni | 2,100,000 | 2,100,000 | 43,008 | 58,756,126(1) | 62,999,134 | | Ryan Preblick | 1,117,640 | 670,584 | 68,267 | - | 1,856,491 | | Christian Heidbreder | 1,305,256 | 783,152 | 43,555 | - | 2,131,963 | | Pat Barry | 1,400,000 | 840,000 | 39,823 | - | 2,279,823 | | Jeff Burris | 1,138,000 | 569,000 | 64,986 | - | 1,771,986 |

  124. Potential payments upon termination or change-in-control

    | (1) Assumes the applicable VWAP condition in the on-hire PSU award is satisfied within the applicable severance period and the award vests at 100%. |

  125. Pay ratio disclosure

    Pay ratio disclosure In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K promulgated thereunder and the related SEC guidance, we are providing the following information about the relationship of our annual total compensation of our median employee to the annual aggregate total compensation of our CEO, Mr. Ciaffoni. For 2025, our last completed fiscal year:

  126. Pay ratio disclosure

    | ● | The annual total compensation for Mr. Ciaffoni was $18,871,100. |

  127. Pay ratio disclosure

    | ● | The median of the annual total compensation for all of our employees, other than Mr. Ciaffoni, was $129,375. |

  128. Pay ratio disclosure

    | ● | Based on the information above, the ratio of the annual total compensation of Mr. Ciaffoni to the median of the annual total compensation for all of our employees is 146 to 1. |

  129. Pay ratio disclosure

    The methodology that we used and the material assumptions, adjustments and estimates that we used to identify the median employee, determine annual total compensation for 2025, and calculate the pay ratio is as follows:

  130. Pay ratio disclosure

    | ● | The annual total compensation of our Chief Executive Officer was calculated based on compensation earned by Mr. Ciaffoni during fiscal 2025, as reported in the “Total” column of the Summary Compensation Table included in this proxy statement, with adjustments for base salary. Because Mr. Ciaffoni began serving as our Chief Executive Officer on May 8, 2025, the base salary amount disclosed in the Summary Compensation Table for fiscal 2025 reflects a pro-rated amount of Mr. Ciaffoni’s annual base salary. In accordance with SEC rules, we utilized the annualized amount of Mr. Ciaffoni’s salary, which is $1,050,000, for purposes of calculating his annual total compensation for purposes of the pay ratio disclosure, rather than the pro-rated amount. |

  131. Pay ratio disclosure

    | ● | As of December 15, 2025, our total employee population for purposes of calculating the pay ratio disclosure, including all of our U.S. and international employees, both full-time and part-time, excluding Mr. Ciaffoni, was 945. We identified the median employee by reviewing compensation information from our payroll records and providers for all employees that were employed on December 15, 2025, based on total earnings for fiscal 2025. We converted the amount of compensation paid to non-U.S. employees to U.S. dollars using average foreign currency exchange rates for 2025. We did not make any cost-of-living adjustments or adjustments for part-time employees to calculate what they would have been paid on a full-time basis, nor did we annualize compensation. |

  132. Pay ratio disclosure

    Due to the assumptions, adjustments and estimates used in calculating the pay ratio, our pay ratio disclosure may not be comparable to the pay ratio disclosure presented by other companies.

  133. Pay versus performance

    Pay versus performance The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officers (the “PEOs”) and our other named executive officers (the “non-PEO Named Executive Officers”) as presented in the Summary Compensation Table on page 38 (the “SCT Amounts”), (ii) the “compensation actually paid” to our PEOs and our non-PEO Named Executive Officers, as calculated pursuant to the SEC’s pay-versus-performance rules (the “CAP Amounts”), (iii) certain financial performance measures, and (iv) the relationship of the CAP Amounts to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates compensation decisions in light of company or individual performance. For a discussion of how our Compensation Committee seeks to align pay with performance when making compensation decisions, please review the Compensation Discussion and Analysis beginning on page 26.

  134. Pay versus performance

    | Year | Summary comp table total for PEO Joe Ciaffoni ($)(1) | Summary comp table total for PEO Mark Crossley ($)(1) | Comp actually paid to PEO Joe Ciaffoni ($)(2) | Comp actually paid to PEO Mark Crossley ($)(2) | Average summary comp table total for non- PEO named executive officers ($)(1) | Average comp actually paid to non-PEO named executive officers ($)(2) | Value of initial fixed $100 investment based on: | | Net income ($ in millions) | Adjusted EBITDA ($ in millions) (4) | | | | | | | | | Total share- holder return ($) | Peer group total share- holder return ($)(3) | | | | 2025 | 18,501,214 | 3,185,591 | 63,340,102 | 19,299,866 | 4,043,843 | 13,258,958 | 164.97 | 135.46 | 210 | 428 | | 2024 | - | 3,853,518 | - | 1,188,310 | 2,485,949 | 2,294,998 | 57.15 | 102.31 | 7 | 358 | | 2023 | - | 4,391,241 | - | (5,535,637) | 2,767,041 | (1,099,959) | 70.21 | 103.74 | (126) | 306 |

  135. Pay versus performance

    | (1) For 2025, the PEOs were Joe Ciaffoni and Mark Crossley, and non-PEO named executive officers were Ryan Preblick, Christian Heidbreder, Pat Barry, Jeff Burris and Richard Simkin. For 2024 and 2023, the PEO was Mark Crossley and the non-PEO named executive officers were Ryan Preblick, Christian Heidbreder, Jeff Burris and Richard Simkin. |

  136. Pay versus performance

    | (2) The following table describes the adjustments, each of which is prescribed by SEC rule, to calculate the CAP Amounts from the SCT Amounts. The SCT Amounts and the CAP Amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. |

  137. Pay versus performance

    | | 2025 | | | 2024 | | 2023 | | | Adjustments | PEO Joe Ciaffoni | PEO Mark Crossley | Average non-PEO NEOs* | PEO | Average non- PEO NEOs* | PEO | Average non- PEO NEOs* | | Summary Compensation Table Total | $18,501,214 | $3,185,591 | $4,043,843 | $3,853,518 | $2,485,949 | $4,391,241 | $2,767,041 | | Adjustments for defined benefit and actuarial pension plans | | | | | | | | | (Subtract): Aggregate change in actuarial present value included in SCT Amounts for the covered fiscal year | - | - | - | - | - | - | - | | Add: Service cost for the covered fiscal year | - | - | - | - | - | - | - | | Add: Prior service cost for the covered fiscal year | - | - | - | - | - | - | - | | Adjustments for stock and option awards | | | | | | | | | (Subtract): Aggregate value for stock awards and option awards included in SCT Amounts for the covered fiscal year | (15,319,404) | (162,518) | (2,709,328) | (2,650,843) | (1,631,890) | (2,435,038) | (1,518,897) | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | 60,158,292 | 336,375 | 7,328,785 | 880,373 | 485,229 | 1,409,139 | 811,260 |

  138. Pay versus performance

    | | 2025 | | | 2024 | | 2023 | | | Adjustments | PEO Joe Ciaffoni | PEO Mark Crossley | Average non-PEO NEOs* | PEO | Average non- PEO NEOs* | PEO | Average non- PEO NEOs* | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | - | - | - | - | - | - | - | | Add (Subtract): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | - | 17,732,848 | 6,185,652 | (2,022,236) | (728,073) | (8,900,979) | (3,374,065) | | Add (Subtract): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | - | (263,849) | (3,295) | 1,127,498 | 1,683,783 | - | 214,702 | | (Subtract): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | - | (1,528,581) | (1,586,699) | - | - | - | - | | Add: Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to vesting if not otherwise included in the total compensation for the covered fiscal year | - | - | - | - | - | - | - | | Total Adjustments | 44,838,889 | 16,114,275 | 9,215,115 | (2,665,208) | (190,951) | (9,926,877) | (3,866,999) | | Compensation Actually Paid (as calculated) | $63,340,102 | $19,299,866 | $13,258,958 | $1,188,310 | $2,294,998 | $(5,535,637) | $(1,099,959) |

  139. Pay versus performance

    Valuation assumptions used to calculate fair values did not materially differ from those used to calculate fair values at the applicable time of grant. PSU fair values as of December 31, 2025 reflect the modification that took place in 2025, as described in note 1 to the Summary Compensation Table above. (3) Reflects Nasdaq Biotech Index. (4) Adjusted EBITDA, a non-GAAP financial measure, is calculated as GAAP net income adjusted to exclude interest expense, interest income, income tax expense or benefit, depreciation and amortization, as well as share-based compensation and other adjustments reflecting changes in our business that do not represent ongoing operations, including corporate initiative transition, manufacturing transition, discontinuation of OPVEE sales and marketing, discontinuation of PERSERIS, acquisition-related costs, U.S. listing costs, contract termination fee, restructuring-severance and other, debt refinancing costs, legal costs/provision, and impairment of equity investment. The following table lists the three financial performance measures that, in our assessment, represent the most important performance measures we use to link the CAP Amounts for our named executive officers for 2025 (our most recently completed fiscal year), to company performance.

  140. Pay versus performance

    | Performance Measures | | SUBLOCADE® Net Revenue | | Adjusted EBITDA | | Relative total shareholder return |

  141. Pay versus performance

    The following charts present a graphical comparison of executive compensation actually paid to our PEOs and the average executive compensation actually paid to the other NEOs set forth in the Pay Versus Performance table above, as compared against the following performance measures: the Company's (1) cumulative total shareholder return (TSR), (2) peer group TSR (Nasdaq Biotech Index), (3) net income, and (4) adjusted EBITDA. As presented, the following charts also compare the Company's cumulative TSR and peer group TSR. For each of the fiscal years shown, we believe the CAP Amounts for our PEOs and non-PEO Named Executive Officers were generally consistent with the changes in our TSR, peer group TSR, and adjusted EBITDA, reflecting the pay-for-performance approach applied by our Compensation Committee as discussed above.

  142. Indemnification Agreement with our Directors and Officers

    Indemnification Agreement with our Directors and Officers We have entered into, and intend to continue to enter into, indemnification agreements with our directors and executive officers, in addition to the indemnification provided for in our certificate of incorporation and bylaws. These agreements, among other things, require us to indemnify our directors and executive officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of our directors and/or executive officers or any other company or enterprise to which the person provides services at our request. We believe that these charter and bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. The limitation of liability and indemnification provisions in our certificate of incorporation and bylaws may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our shareholders. A shareholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.