DEF 14A of Structure Therapeutics Inc., Apr 23, 2026

DEF 14A of Structure Therapeutics Inc.

Filed Apr 23, 2026 · FY20250001104659-26-047740

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  2. Our Board of Directors

    Our Board of Directors Our Board is divided into three classes, with one class of directors being elected in each year and each class, Class I, Class II and Class III, serving a three-year term. Each Class III director has a term that expires at the Annual General Meeting, each Class I director has a term that expires at the Company’s 2027 annual general meeting of shareholders and each Class II director has a term that expires at the Company’s 2028 annual general meeting of shareholders, or in each case until their respective successors are duly elected and qualified, or until their earlier death, resignation, or removal. There are currently seven members of the Board. There are three Class III directors whose term of office expires at the Annual General Meeting — Ted W. Love, M.D.; Raymond Stevens, Ph.D. and Daniel G. Welch. Dr. Stevens and Mr. Welch were previously appointed to the Board prior to our initial public offering (“IPO”) and were both recommended for nomination to the Board at the Annual General Meeting by the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”). Dr. Stevens was previously appointed to the Board in June 2016 by our sole incorporator. Mr. Welch was approved by our Board and elected by holders of a majority of our Ordinary Shares and preferred shares that were in existence prior to our IPO. Dr. Love was previously appointed to the Board in August 2023 and was recommended for nomination to the Board at the Annual General Meeting by the Nominating Committee. Dr. Love was initially identified as a potential director nominee by an independent member of the Board. If a nominee becomes unavailable for election as a result of an unexpected occurrence, Ordinary Shares that would have been voted for that nominee may instead be voted for the election of a substitute nominee as designated by the Board, or alternatively, the Board may leave a vacancy or reduce the size of the Board. The nominees for election have agreed to serve if elected. Our management has no reason to believe that the nominees will be unable to serve. The Nominating Committee seeks to identify, evaluate, recommend and communicate with candidates qualified to become directors or director nominees consistent with criteria approved by the Board, including potential conflicts of interest, director independence and other requirements. The biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the Nominating Committee to believe that nominee should serve or continue to serve on the Board. However, each of the members of the Nominating Committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members. We believe that, as a whole, our Board possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee. The biographies of our nominees for election to the Board as Class III directors, and all other directors whose term will continue after the Annual General Meeting, are set forth below, including the offices held, other business directorships and the class and term of each director nominee and director. Each of the biographies highlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a director.

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

    Class III Director Nominees for Election at the Annual General Meeting Ted W. Love, M.D., 67, has served as a member of our Board since August 2023. Dr. Love previously served as President and Chief Executive Officer of Global Blood Therapeutics, Inc., a former publicly-traded biopharmaceutical company focused on hematology, from June 2014 to October 2022, prior to its acquisition by Pfizer Inc. Prior to serving at Global Blood Therapeutics, Dr. Love served as Executive Vice President, Research and Development and Technical Operations at Onyx Pharmaceuticals, Inc., from February 2010 to August 2012. Prior to Onyx, from 2001 to January 2009, Dr. Love served as President, Chief Executive Officer and Chairman of Nuvelo, Inc. Prior to that, he served as Senior Vice President, Development, at Theravance, Inc. from 1998 to 2001. Previously, he spent six years at Genentech, Inc., where he held a number of senior management positions in medical affairs and product development and served as chairman of Genentech’s Product Development Committee. Dr. Love served as a consultant in medicine in the Department of Cardiology at the Massachusetts General Hospital. Dr. Love currently serves on the boards of directors of each of Gilead Sciences, Inc. (“Gilead”) (NASDAQ: GILD), Royalty Pharma plc (NASDAQ: RPRX) and Jazz Pharmaceuticals plc (NASDAQ: JAZZ), each a biopharma company. Dr. Love previously served on the boards of directors of each of Seagen, Inc. from August 2020 to December 2023, Amicus Therapeutics, Inc. from July 2012 to July 2020, Global Blood Therapeutics, Inc. from September 2013 to October 2022 and Portola Pharmaceuticals, Inc. from September 2019 until its acquisition in July 2020 by Alexion Pharmaceuticals, Inc. Dr. Love holds a B.A. in molecular biology from Haverford College and an M.D. from Yale Medical School. He completed a residency in internal medicine and a fellowship in cardiology at the Massachusetts General Hospital. We believe that Dr. Love is qualified to serve on our Board because of his extensive leadership and management experience in the biopharmaceutical industry, in addition to his prior experience as a practicing physician. Raymond Stevens, Ph.D., 62, has served as our Chief Executive Officer since May 2019 and as a member of our Board since February 2019. Previously, Dr. Stevens founded the Bridge Institute at the University of Southern California, where he served as Founding Director and Professor from July 2014 to May 2019, and since then as Professor Emeritus. Prior to founding the Bridge Institute, Dr. Stevens founded the iHuman Institute at ShanghaiTech University (“iHuman Institute”) in January 2012, where he has since served as Founding Director and Adjunct Professor. Prior to founding the iHuman Institute, Dr. Stevens served as Professor, Department of Integrative Structural and Computational Biology and Chemistry at The Scripps Research Institute from June 1999 to July 2014. Previously, Dr. Stevens also founded and served on the board of directors of Receptos Inc., which was acquired by Celgene, a subsidiary of Bristol-Myers Squibb. Dr. Stevens also founded Syrrx, Inc., which was acquired by Takeda Pharmaceutical Company Limited, and RuiYi Inc., which was acquired by Skye Biosciences. Dr. Stevens currently serves as a member of the board of directors of Danaher Corporation (NYSE: DHR) and as a member of their audit and science and technology committees. Dr. Stevens received his B.A. in Chemistry from the University of Southern Maine and his Ph.D. in Organic Chemistry from the University of Southern California. Dr. Stevens completed a post-doctoral fellowship in Chemistry at Harvard University. We believe that Dr. Stevens is qualified to serve on our Board based on his extensive experience in the field of structure-based drug discovery and as a director of public and private companies. As our Chief Executive Officer, Dr. Stevens also provides invaluable insight to our management’s perspective in the Board’s discussions regarding our company’s business and strategic plans. Daniel G. Welch, 68, has served as Chairman of our Board since January 2022. Mr. Welch served as an Executive Partner of Sofinnova Ventures (“Sofinnova”), a venture capital firm, from January 2015 to February 2018. Prior to serving at Sofinnova, Mr. Welch served as Chief Executive Officer and President of InterMune, Inc. (“InterMune”), a biotechnology company, from September 2003 until its acquisition by Roche Holdings AG (“Roche”) in September 2014. Mr. Welch also served as Chairman of InterMune from May 2008 to September 2014. Prior to serving at InterMune, Mr. Welch served as Chairman and Chief Executive Officer of Triangle Pharmaceuticals, Inc. (“Triangle”), a pharmaceutical company, from August 2002 until its acquisition by Gilead in January 2003. Prior to serving at Triangle, Mr. Welch served as President of Biopharmaceuticals at Elan Corporation (“Elan”) from 2000 to 2002. Prior to serving at Elan, Mr. Welch served in various senior management roles at Sanofi-Synthelabo, now Sanofi S.A., from 1987 to 2000, including as Vice President of Worldwide Marketing and Chief Operating Officer of the U.S. business. Mr. Welch currently serves on the boards of directors of each of Ultragenyx Pharmaceuticals Inc. (NASDAQ: RARE), Prothena Corporation plc (NASDAQ: PRTA), Poplar Therapeutics, Inc. and InCarda Therapeutics, Inc. Mr. Welch previously served as an advisor to Pacira Biosciences, Inc. (NASDAQ: PCRX) until April 2025 and on the board of directors of Nuvation Bio, Inc. (NYSE: NUVB) from June 2020 to June 2024. Mr. Welch received his B.B.A. in Marketing from the University of Miami and his M.B.A. from the University of North Carolina. We believe that Mr. Welch is qualified to serve on our Board based on his operational and strategic expertise in the global pharmaceutical market, his experience serving on the board of directors of publicly traded pharmaceutical companies and his extensive experience in leading companies from clinical-stage drug development to large-scale global commercialization. THE BOARD RECOMMENDS A VOTE IN FAVOR OF THE BOARD’S NOMINEES FOR DIRECTOR.

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

    Class I Directors Continuing in Office Until the 2027 Annual General Meeting Angus C. Russell, 70, has served as a member of our Board since August 2024. Mr. Russell served as Chief Executive Officer of Shire plc, a biopharmaceutical company, from June 2008 to April 2013, as its Chief Financial Officer from 1999 to 2008, and as a member of its board of directors from 1999 to 2013. Prior to joining Shire plc, Mr. Russell served as Vice President of Corporate Finance at AstraZeneca plc. Mr. Russell has served on the board of directors of Lineage Cell Therapeutics, Inc. (NYSE: LCTX) since December 2014. Mr. Russell previously served as a director and Chairman of the board of directors of Revance Therapeutics, Inc. from March 2014 until its acquisition by Crown Laboratories in February 2025. Mr. Russell previously served as a director of each of Questcor Pharmaceuticals, Inc., until it was acquired by Mallinckrodt plc in 2014; InterMune, prior to its acquisition by Roche in 2014; Mallinckrodt plc from 2014 to 2022 and TherapeuticsMD, Inc. (NASDAQ: TXMD) from 2015 to 2022. Mr. Russell is a Chartered Accountant and holds an honorary Doctor of Business Administration from Coventry University, U.K. We believe that Mr. Russell is qualified to serve as a member of our Board because of his expertise in corporate finance and strategy in the biotechnology and pharmaceutical industries and his public company board experience. Sharon Tetlow, 66, has served as a member of our Board since March 2022. Since January 2016, Ms. Tetlow has served as Managing Partner of Potrero Hill Advisors, an advisory firm providing strategic and operational financial support to life sciences companies. Ms. Tetlow currently serves on the board of directors and on the audit committee of Cessation Therapeutics, Inc., a private biopharmaceutical company focused on anti-opioid therapeutics. Additionally, Ms. Tetlow has served on the board of directors of CXT Discovery, a non-profit biotech company, since September 2024, and as a member of the board of directors of Siren Biotechnology, Inc., a private biopharmaceutical company, since April 2024. Ms. Tetlow previously served as a board member, audit committee chair and member of the nominating and governance committee of DICE Therapeutics, Inc. from November 2020 until its purchase by Eli Lilly and Company in August 2023. Ms. Tetlow served as board member and audit committee chair of Catalyst Bio, Inc. from January 2020 until its reverse merger in December 2022. Ms. Tetlow served as supervisory board member and audit committee member of Valneva SE (NASDAQ: VALN) from June 2020 to August 2023. Ms. Tetlow previously served on the board of directors of Altamont Pharma Acquisition Corp. (NASDAQ: ALTP) from 2021 to 2022. Ms. Tetlow received her B.S. in Psychology from the University of Delaware and her M.B.A. from Stanford University. We believe that Ms. Tetlow is qualified to serve as a member of our Board because of her expertise in corporate finance and strategy in the biotechnology and pharmaceutical industries and her public company board experience.

  5. Class II Directors Continuing in Office Until the 2028 Annual General Meeting

    Class II Directors Continuing in Office Until the 2028 Annual General Meeting Eric Dobmeier, 57, has served as a member of our Board since December 2022. From April 2019 until its acquisition by Novartis AG in August 2023, Mr. Dobmeier served as President, Chief Executive Officer and member of the board of directors of Chinook Therapeutics, Inc., a biotechnology company focused on kidney diseases. Prior to joining Chinook, Mr. Dobmeier served as President and Chief Executive Officer of Silverback Therapeutics, Inc. Prior to that, from 2002 to 2017, Mr. Dobmeier held positions of increasing responsibility at Seattle Genetics, Inc., a publicly traded biotechnology company, including most recently as Chief Operating Officer. Previously, Mr. Dobmeier was an attorney with the law firms of Venture Law Group and Heller Ehrman LLP, where he represented technology companies in connection with public and private financings, mergers and acquisitions and corporate partnering transactions. Since May 2024, Mr. Dobmeier has served as a venture partner at Samsara Biocapital. He has also served as a member of the boards of directors of Janux Therapeutics, Inc. (NASDAQ: JANX) since July 2024 and Jade Biosciences, Inc. (NASDAQ: JADE) since October 2024, both biotechnology companies. Mr. Dobmeier previously served on the boards of directors of Atara Biotherapeutics (NASDAQ: ATRA) from 2015 to May 2024 and Adaptive Biotechnologies Corp (NASDAQ: ADPT) from 2016 to March 2021, each a biopharmaceutical company. He received his A.B. in History from Princeton University and his J.D. from the University of California, Berkeley School of Law. We believe Mr. Dobmeier is qualified to serve as a member of our Board because of his legal, business development and operating experience, senior management experience at public biotechnology companies and his service as a director of other biopharmaceutical companies. Joanne Waldstreicher, M.D., 66, has served as a member of our Board since December 2022. From December 2012 to April 2023, Dr. Waldstreicher served as Chief Medical Officer at Johnson & Johnson (NYSE: JNJ), where she held various roles since 2002, including Chief Medical Officer & Head, Asia Pacific Medical Science at Janssen Pharmaceutical Companies of Johnson & Johnson from 2011 to 2012 and Senior Vice President, Head, Global Drug Development from 2007 to 2009. Prior to joining Johnson & Johnson, Dr. Waldstreicher oversaw endocrinology and metabolism clinical research at Merck Research Laboratories. Dr. Waldstreicher currently serves on the boards of directors of each of Becton Dickinson and Company (NYSE: BDX), a global medical technology company, and Poplar Therapeutics, Inc., an immunology company. Dr. Waldstreicher also currently serves as a faculty affiliate of the Division of Medical Ethics, Department of Population Health at New York University School of Medicine. Dr. Waldstreicher also serves as an independent advisor to i-Cubed, a group affiliated with Duke Clinical Research. Dr. Waldstreicher received her B.A. in Chemistry at City University of New York, Brooklyn College, and her M.D. at Harvard Medical School. We believe Dr. Waldstreicher is qualified to serve on our Board based on her extensive experience as a pharmaceutical executive with significant expertise in clinical development, drug development strategy and regulatory affairs.

  6. Information Regarding the Board of Directors and Corporate Governance

    Information Regarding the Board of Directors and Corporate Governance

  7. Highlights of Our 2025 Executive Compensation Program

    Highlights of Our 2025 Executive Compensation Program We seek to attract, reward and retain our NEOs with competitive compensation packages that directly align pay with performance. Our Compensation Committee regularly examines our compensation program both from a design and pay outcome perspective, and reviews our current compensation policies and practices to ensure that they are aligned with our business goals and the interests of our shareholders, and that the total compensation paid to our executives is fair and competitive. With respect to compensation decisions for 2025, the Compensation Committee considered how our incentives are designed to provide appropriate levels of compensation given our performance. Key decisions included: • Maintained practice of awarding substantial portion of compensation on an “at-risk” performance- dependent basis: We seek to maximize the alignment between shareholder value creation and executive compensation by emphasizing variable pay tied to performance. The majority of each NEO’s 2025 compensation was “at-risk” and tied to corporate performance through the annual performance-based cash incentive program and equity-based compensation. We consider compensation to be “at-risk” if it is subject to achievement of meaningful pre-set, objective financial or operating goals, such as in our annual incentive program, or if it depends on share price appreciation or value, as in our long-term incentive program. Approximately 93% of our Chief Executive Officer’s 2025 target total direct compensation (consisting of base salary, target annual cash incentive and target value of long-term equity incentives) was considered variable and at-risk and approximately 83% of our other NEOs’ 2025 target total direct compensation, on average, was considered variable and at-risk. These high proportions of variable and at-risk compensation enhance the strong link between pay and performance for our Chief Executive Officer and other NEOs. Moderate Base Salary Increases — For 2025, at the recommendation of the Compensation Committee, our Board modestly increased our Chief Executive Officer’s base salary by 6%, and increased our other NEOs’ base salaries between 4.5% and 10%. The Compensation Committee and the Board determined that these salary increases were appropriate to maintain market competitiveness. • Bonus Payouts in Accordance with Performance — Our annual performance-based bonus opportunity is primarily based on research, clinical and regulatory milestones. Our Board determined that we achieved 2025 corporate performance of 125% of target. All NEOs other than the Chief Executive Officer also had an individual component. 2025 annual bonuses were paid to our Chief Executive Officer at 125% of target, and to other NEOs in the range of 121.1% to 127.5% of target as a result of strong achievement of corporate and individual goals. • Long-Term Equity Incentives For 2025: Share Options and RSUs — Consistent with the market practice of similar biopharmaceutical companies, and in order to focus executives on growth and increasing shareholder value at this stage of our development, at the recommendation of the Compensation Committee, our Board granted share options, which only have value if the share price increases after the date of grant. The Board also determined to award RSUs, based on the Compensation Committee’s recommendation. The RSUs are complementary to the share options because the RSUs have upside potential but deliver some value even during periods of market or share price underperformance, providing a retention incentive and reinforcing an ownership culture and commitment to the Company. The Board-approved target mix of the annual equity awards granted to each of our NEOs for 2025 was approximately 67% options and 33% RSUs. Performance-Based Equity Granted Periodically (2024 and 2026) in Alignment with Evolution of Business As a pre-commercial biotechnology company, we utilize performance-based restricted share units (“PSUs”) based on milestone goals selectively to align executive compensation with the achievement of key clinical and strategic milestones. In 2024, at a stage of development of the Company that we believe is earlier than the vast majority of our pre-commercial biopharmaceutical peer companies, at the recommendation of the Compensation Committee, our Board introduced and awarded milestone-based PSUs to our NEOs. The metrics for these PSUs were considered by both the Compensation Committee and the Board as key milestones toward the realization of our long-term success and drove significant value creation for our shareholders. The 2024 PSUs had metrics tied to three equally weighted mission-critical 2024 corporate goals, with a 15-month performance period that ran from March 2024 until June 2025. At the conclusion of the performance period, the Compensation Committee determined that two of the three goals had been met, resulting in an achievement percentage of 66.6% of the PSUs that had been granted to each NEO. For the achieved PSUs, half vested upon the Compensation Committee’s certification, and the remaining half will vest 18 months after the certification subject to the NEO’s continued employment. At the start of 2025, the Compensation Committee and the Board did not grant additional PSUs, reflecting that there was still a meaningful performance-based opportunity outstanding from the 2024 PSU awards, and because of limited visibility at that time into the next wave of major milestones appropriate for PSU awards. Instead, as described above, the 2025 equity awards were delivered to the NEOs as time-based RSUs and share options. In 2026, the Compensation Committee and the Board reintroduced PSUs to our NEOs with a multi-year performance period as part of their 2026 long-term equity compensation. The Company has gained greater clarity on the timing and nature of value-creating events to drive the corporate strategy and the PSUs align executive incentives to these strategic objectives. These PSUs represent approximately 20% of the value of the long-term incentive equity awards for our CEO for 2026.

  8. Overview of Compensation Program Governance

    | What We Do | | What We Don’t Do | | | ✔ | Pay for Performance: The majority of total executive compensation is variable and at-risk. | ✘ | No Guaranteed Compensation: We do not provide any guarantees relating to base salary increases or the amounts of any annual cash incentive awards or long-term equity awards. | | ✔ | Balance Short- and Long-Term Compensation: The allocation of incentives among annual cash incentives and long-term equity incentives does not over-emphasize short-term performance at the expense of achieving long-term goals. | ✘ | No Excessive Perks: We do not provide excessive perquisites to our NEOs. | | ✔ | Combination of Rigorous Performance Metrics: A diverse set of milestone performance metrics are used in our annual performance-based cash incentive plan to ensure that no single measure affects compensation disproportionately. | ✘ | No Excise Tax Gross Ups on Severance Payments or Otherwise: We do not provide any excise tax gross ups or other tax gross ups in connection with severance relating to a change in control transaction or otherwise. | | ✔ | Peer Data: Comprehensive annual review of a peer group of companies to ensure the appropriate peer group is considered when making executive compensation decisions. | ✘ | No Single Trigger Change in Control Benefits. Severance arrangements with each NEO provides certain cash benefits if there is both a change in control and an involuntary employment termination (a “double trigger”) and not solely upon a change in control. |

  9. Overview of Compensation Program Governance

    | What We Do | | What We Don’t Do | | | ✔ | Independent Compensation Consultant: An independent compensation consultant provides information and advice for use in Compensation Committee decision-making. | ✘ | No Hedging or Pledging of Company Securities: NEOs and Directors are prohibited from engaging in hedging or pledging transactions in Company securities. | | ✔ | Clawback Policy: We maintain a compensation recovery policy compliant with SEC and Nasdaq rules. | ✘ | No Special Retirement Benefits: NEOs receive the same retirement benefits as our other employees, and there are no retirement programs other than our 401(k) plan. | | ✔ | Annual Say-on-Pay Vote: We give shareholders an annual advisory vote on executive compensation. | ✘ | No uncapped incentive award payouts. We establish maximum awards under our incentive programs, and there is no uncapped compensation for our NEOs in any element of executive compensation. |

  10. Compensation Determination Process

    Compensation Determination Process Role of the Compensation Committee and Board of Directors The Compensation Committee establishes our compensation philosophy and objectives; determines the structure, components, and other elements of the executive compensation program; and reviews and approves the compensation of the NEOs or recommends it for approval by the Board. The Compensation Committee structures the executive compensation program to accomplish its articulated compensation objectives in light of the compensation philosophy described above. The Compensation Committee obtains input from executive officers regarding the annual operating plan, expected financial results, anticipated milestone results, and related risks. Based on this information, the Compensation Committee establishes or recommends the performance-based metrics and targets for the cash-based annual incentive plan. For each metric, the Compensation Committee sets or recommends appropriate threshold and maximum levels of performance designed to motivate achievement without incentivizing excessive risk-taking. The Compensation Committee, or the independent members of the Board of Directors upon recommendation from the Compensation Committee, establishes the annual compensation, including salaries, bonuses and equity awards, for our Chief Executive Officer and our executive officers. For executive officers other than the Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations by the Chief Executive Officer. The Compensation Committee gives considerable weight to the Chief Executive Officer’s evaluations of our other executive officers because of his direct knowledge of these individuals’ performance and contributions. In the case of the Chief Executive Officer, the Compensation Committee evaluates his performance and recommends to the Board any adjustments to his base salary or bonus, as well as awards to be granted. The Compensation Committee meets periodically throughout the year to manage and evaluate our executive compensation program and generally determines, subject to any Board approval the Committee requests, the principal components of compensation for our executive officers on an annual basis, typically early in each fiscal year; however, decisions may occur later in the year for new hires, promotions or other special circumstances as our Compensation Committee determines appropriate. At the beginning of the year, after the end of applicable annual performance periods, the Compensation Committee evaluates achievement relative to performance targets and determines corresponding payouts earned. Toward the end of each year, the Compensation Committee reviews the elements of our executive compensation program to verify the alignment of the program with our business strategy and with the items that we believe drive the creation of shareholder value, and to determine whether any changes would be appropriate. The Compensation Committee does not delegate authority to approve executive officer compensation. Role of Chief Executive Officer and Management Our Chief Executive Officer provides the Compensation Committee with input and recommendations related to the compensation of our other executive officers. The Chief Executive Officer does not participate in, nor is present during, any deliberations or determinations of the Compensation Committee or the Board regarding his compensation or individual performance objectives. From time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. Role of the Compensation Consultant The Compensation Committee recognizes that there is value in procuring independent, objective expertise and counsel in connection with fulfilling its duties, and, pursuant to its charter, the Compensation Committee has the authority to select and retain independent advisors and counsel to assist it with carrying out its responsibilities. The Compensation Committee has exercised this authority to engage Aon as its independent compensation consultant. Aon reports to the Compensation Committee. The Compensation Committee has worked with Aon to develop a peer group, to provide a competitive market analysis of the annual base salary, annual performance-based cash compensation and long-term incentive compensation of our executive officers compared against the peer group, and to review other market practices and trends. While the Compensation Committee took into consideration the review and recommendations of Aon, as well as the practices of our compensation peer group, when making decisions about our executive compensation program, ultimately, the Compensation Committee made its own independent decisions in determining or recommending our executives’ compensation. The Compensation Committee has assessed the independence of Aon pursuant to SEC and Nasdaq rules. In doing so, the Compensation Committee considered each of the factors set forth by the SEC and Nasdaq with respect to a compensation consultant’s independence and reviewed Aon’s own self-evaluations of, and conclusions regarding, its independence. Based on its consideration of the foregoing and other relevant factors, the Compensation Committee concluded that there were no conflicts of interest and that Aon is independent. Consideration of Comparative Market Data The Compensation Committee believes that obtaining relevant market and benchmark data is important to making determinations about executive compensation. This information provides a solid reference point for making decisions and very helpful context, even though we have differences and unique aspects relative to other companies. With Aon’s assistance and input, the Compensation Committee and the Board annually adopt a peer group of companies that they use as a reference to provide a broad perspective on competitive pay levels and practices of companies against which we may compete for executive talent. The Compensation Committee reviews and approves or recommends the companies in the peer group that are used to evaluate competitive market compensation. In doing so, the Compensation Committee seeks to approve or recommend a peer group that is representative of the sector in which we operate by including companies within appropriate ranges of defined characteristics such as sector, market capitalization and stage of development, that have readily available information. In general, the selection criteria consisted of the following: • Sector — public pharmaceuticals and biotechnology companies; • Stage of Development — focus on Phase 2 clinical trial companies; • Market Capitalization — approximately 1/3x times to 3x times our 30-day average market capitalization; • Headcount — not more than 500 employees; and • Years Public — became a public company in the last five years. Based on these criteria and considerations, the Compensation Committee recommended, and the Board approved, a peer group for decisions relating to 2025 executive compensation that consisted of the following 17 companies:

  11. Compensation Determination Process

    Based on the peer group analysis performed by Aon in 2024, RAPT Therapeutics, Inc. and Ventyx Biosciences, Inc. were removed from the peer group as they no longer fit the selection criteria, while Dianthus Therapeutics, Inc. and Disc Medicine, Inc. were added as companies with characteristics that were more similar to the Company. Two companies that had been included in the 2024 peer group — Cerevel Therapeutics Holdings, Inc. and Karuna Therapeutics — were excluded from the 2025 peer group as each was acquired and ceased to be publicly traded. We believe that the compensation practices of our peer group provided us with appropriate compensation reference points for evaluating and determining the compensation of our NEOs during 2025. Consistent with best practices for corporate governance, the Compensation Committee will review our peer group annually. In addition to the peer group criteria above, the Compensation Committee also referenced general and specific industry surveys from other sources. The market data is used as a reference point and to provide information on the range of competitive pay levels and current compensation practices in our industry. In late 2025, the Compensation Committee, in consultation with Aon, evaluated and approved updates to our peer group to be used in establishing executive compensation for our executive officers for 2026, based on updated ranges for the defined characteristics for sector, stage of development, market capitalization, and other relevant factors.

  12. Annual Performance-Based Bonus

    Annual Performance-Based Bonus The annual incentive plan for executive officers is generally a cash plan that rewards NEOs for the achievement of key short-term objectives. In particular, the plan offers incentives to the NEOs to achieve certain specified product development and research-based milestones that the Compensation Committee and the Board view as key steps in the execution of our overall business strategy, with the ultimate intent of increasing shareholder value. Our NEOs are eligible to receive annual performance-based cash bonuses, which are designed to provide appropriate incentives to our executives to achieve defined corporate and individual goals and to reward them for doing so. Target Opportunities The Compensation Committee recommended, and the Board approved, the target annual incentive opportunity available to each NEO by taking the individual’s annual base salary in effect at year end and multiplying it by the individual’s target incentive percentage. Among other factors, the target incentive percentages are determined with reference to the peer group target incentive percentages and the proportion of total direct compensation represented by the annual incentive, and internal parity. For 2025, our NEOs had the following annual performance-based cash compensation targets:

  13. Annual Performance-Based Bonus

    | Named Executive Officer | 2025 Target Annual Performance- Based Bonus Opportunity as a % of Base Salary | | Raymond Stevens, Ph.D. | 60% | | Jun Yoon | 45% | | Blai Coll, M.D., Ph.D. | 40% | | Xichen Lin, Ph.D. | 40% | | Yingli Ma, Ph.D. | 40% |

  14. Annual Performance-Based Bonus

    For 2025, the Compensation Committee did not recommend an adjustment to the annual incentive target bonus percentage for any of the NEOs, as they determined the current amounts to be market competitive, other than the Chief Executive Officer, for whom the Board approved an increase from 55% to 60%, to bring his target closer to the market median for his position. The annual performance-based bonus each NEO is eligible to receive is determined based on (i) the individual’s target bonus, as a percentage of base salary as shown in the table above and (ii) achievement of corporate performance goals, and, in the case of the NEOs other than the Chief Executive Officer, an individual component, as determined by the Compensation Committee and recommended to the Board for approval. Corporate Performance Measures As a pre-commercial biopharmaceutical company, we do not have material revenue or profits at this stage and our success is best measured by achievement of research and development milestones and other key strategic and operational goals, while providing the Compensation Committee and the Board with the ability to exercise their best judgment in determining the overall level of corporate and personal achievement. Thus, the annual performance-based cash incentive is designed to directly tie our executive’s pay outcomes to achievement of these key goals. The 2025 corporate goals and the weight attributable to each goal were approved by our Board based upon the recommendation of the Compensation Committee. The Compensation Committee formulated the goals after obtaining input from our Chief Executive Officer regarding the annual operating plan, expected research and development advancements and related risks. Based on this information, the Compensation Committee recommended performance-based metrics and targets for the bonus plan based on goals that it considered rigorous and challenging and that considered the relevant risks and opportunities. The 2025 corporate goals were weighted based on the importance to the business and value they provide to shareholders. For 2025, the Compensation Committee recommended, and the Board approved, a mix of predefined goals based on the achievement of specific research, clinical, research and development, milestones related to our GLP-1 selective program and therapies that target metabolic and endocrine disorders, which were weighted at 92% of target, as well as technology and corporate objectives, which were weighted at 8% of target: • research and development milestones related to our GLP-1 selective program (58%); • research and development milestones related to discovering, developing, and advancing therapies that target metabolic and endocrine disorders (34%); and • other technology and corporate goals (8%). The Compensation Committee increased the weighting allocated to research and development goals for 2025 as compared with our 2024 annual performance-based bonus plan to align with our business priorities and growth objectives. This increase reflects the Company’s commitment to advancing critical aspects of our operations that we believe drive long-term value and innovation. The Compensation Committee included stretch goals to incentivize achievement of additional specified objectives, consistent with our pay for performance compensation philosophy. Achievement of these stretch goals could increase annual incentive payouts by up to an additional 45%. Each of the specific goals tied to the Company’s annual performance-based bonus program pertain to confidential Company development and business plans, the disclosure of which in any additional granularity would result in competitive harm to the Company. The Compensation Committee believed, at the time that it established the goals, that each of these goals would be challenging to achieve. In addition, our Compensation Committee could recommend, and the Board could approve, other performance factors to provide for additional or reduced achievement. The annual bonus payouts for each NEO were capped at 145% of target, even if the corporate, individual, stretch goals were achieved at the maximum level and there were other performance factors that otherwise would have provided for additional achievement. The actual performance-based bonus paid, if any, is calculated by multiplying the executive’s annual base salary, target bonus percentage, percentage achievement of the respective corporate goals, including the stretch goals, and, if applicable, the percentage achievement of the respective individual goals. Performance Curve. At the end of each fiscal year, the Compensation Committee, with input from our Chief Executive Officer, reviews the defined goals and stretch goals and related weightings. If achievement is below the established threshold level of corporate performance, the Compensation Committee sets or recommends the baseline payout for that metric at 0% in order to motivate performance and underscore the importance of achieving the objectives at this critical time in our development. If we achieve the particular objective, the Compensation Committee will authorize or recommend a payout of up to 100% of the portion of the overall opportunity allocated to that element; if we exceed the objective by achieving certain stretch goals, the Compensation Committee may, in its discretion, authorize or recommend a higher payout for that objective, but the payout will not exceed 145% of an executive’s overall target incentive. Although actual performance relative to pre-established goals is the primary driver, the Compensation Committee retains discretion to consider partial achievement of an objective, ranging between 0% and 100%, if the objective is impacted due to circumstances that may be outside of the control of management, changes as a result of strategic decisions made by the Board of Directors, or is achieved later than a designated time period. 2025 Company Performance. In January 2026, the Compensation Committee met to consider how the Company had performed against the pre-established corporate performance goals. While the Compensation Committee considered management’s views regarding our 2025 achievements, the Compensation Committee made an independent determination regarding our corporate performance. Based on this assessment and the translation to a weighted performance percentage, the Compensation Committee recommended and the Board determined that the Company’s performance exceeded the 2025 corporate performance goals and that the final level of achievement was 125%. The Compensation Committee’s recommendation and the Board’s determination of the level of achievement of corporate performance was based on the 2025 achievement of the clinical, research and development, technology and corporate, and other accomplishments during 2025, including the following: • Advanced lead obesity drug through key mid-stage trials: Delivered both Phase 2b ACCESS and ACCESS II studies of oral GLP-1 agonist aleniglipron (GSBR-1290) 36-week topline data readouts in December 2025. • Advanced oral amylin program within the Metabolic & Endocrine franchise: Progressed ACCG-2671, the company’s lead oral dual amylin and calcitonin receptor agonist (DACRA) into first-in-human Phase 1 study in December 2025. • Strengthened balance sheet with major financing: Announced and then closed an upsized underwritten public offering of American Depository Shares and pre-funded warrants totaling approximately $747.5 million in gross proceeds (before deducting underwriting discounts and commissions and offering expenses), significantly enhancing the company’s cash resources to fund clinical development, and secured multiple licensing deals that brought in upfront cash and future royalties. • Strengthening infrastructure for growth: Hired key leadership across clinical, technical operations and G&A to improve readiness for Phase 3 development and effective scaling.

  15. Annual Performance-Based Bonus

    Individual Performance Measures The Compensation Committee also evaluated the personal performance of our NEOs. The Compensation Committee views the inclusion of personal performance as an important component of the annual performance-based cash compensation because it motivates our NEOs to maximize their personal performance, even if overall corporate performance is lower. In assessing the personal performance of our NEOs, the Compensation Committee, with the input of our Chief Executive Officer for our other NEOs, considered each such NEO’s individual contributions to the achievement of our 2025 corporate performance goals, and such NEO’s personal performance in helping to execute on our strategic and operating initiatives. The Compensation Committee used a scale of personal performance percentages ranging from 0% to 150% for this purpose for each NEO other than for the Chief Executive Officer. Based on this evaluation scale, the Compensation Committee examined the accomplishments of our NEOs during the year and recommended a personal performance percentage for each NEO, other than the Chief Executive Officer, for whom the annual cash incentive is determined entirely based on corporate performance. Amounts Earned Based on the achievement of the corporate and individual performance measures described above, the Board approved the 2025 annual performance bonuses for each of our NEOs as shown in the following table:

  16. Annual Performance-Based Bonus

    | Name | Target Eligible Salary ($)(1) | Target Bonus % of End of Year Salary | Target Bonus ($)(1) | 2025 Bonus Payout ($)(2) | 2025 Bonus Payout as % of Target Bonus | | Raymond Stevens, Ph.D. | 678,495 | 60% | 407,097 | 508,871 | 125.0% | | Jun Yoon | 538,692 | 45% | 242,411 | 309,075 | 127.5% | | Blai Coll, M.D., Ph.D. | 496,375 | 40% | 198,550 | 253,151 | 127.5% | | Xichen Lin, Ph.D.(3) | 515,478 | 40% | 206,191 | 257,103 | 124.7% | | Yingli Ma, Ph.D.(3) | 438,416 | 40% | 175,366 | 212,592 | 121.1% |

  17. Annual Performance-Based Bonus

    (1) Target eligible salary in the table above reflects base salary in effect as of the end of the year, and target bonus is determined as a percentage of a given NEO’s base salary in effect at year-end. For Dr. Lin and Dr. Ma, the eligible salary and target payout shown reflect the amounts considered by the Compensation Committee in Chinese Yuan, but with each amount converted to U.S. dollars based on the average monthly exchange rate during 2025 of 0.139 RMB per U.S. dollar. As a result, for Dr. Lin and Dr. Ma, the target eligible salary shown in this table differs from both the salary amount shown in the salary section above and the salary amount presented in the Summary Compensation Table that follows this narrative. (2) Final payment amounts are determined based on the 125% achievement of the corporate goals for our Chief Executive Officer, and for our other NEOs, based on the 125% achievement of our corporate goals (weighted at 90%) and achievement of individual goals (weighted at 10%). (3) Each of Dr. Lin’s and Dr. Ma’s annual performance bonuses were paid in Chinese Yuan. For reporting purposes, the bonus payout for each was converted to U.S. dollars based on the average monthly exchange rate during 2025 of 0.139 RMB per U.S. dollar.

  18. Long-Term Equity Program

    Long-Term Equity Program The third and largest component of the executive compensation program is long-term equity incentives. The Compensation Committee and the Board designed the long-term incentive opportunity for our NEOs to motivate and reward executive officers to achieve multi-year strategic goals and deliver sustained long-term value to shareholders. We believe that equity awards provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our shareholders. Long-term equity incentives also promote retention, because executive officers will only receive value if they remain employed by us over the required term. In 2025, the Compensation Committee and the Board structured the mix of equity vehicles and the relative weight assigned to each to (i) motivate share price appreciation over the long term through share options, which deliver value only if the share price increases, and (ii) ensure value delivery through the RSUs, which have upside potential but deliver some value even during periods of market or share price underperformance, reinforcing an ownership culture and commitment to us. In determining the size of the 2025 equity awards, the Compensation Committee considered a number of factors, including among others: the equity award value, the percent of company represented by the equity award, the equity award as a portion of direct compensation, the retentive value of the NEO’s existing unvested and total equity incentive holdings, level of responsibility within our Company, equity compensation in relation to general practices of our 2025 peer group and total annual and cumulative dilution associated with the current and prior equity awards. In 2025, the equity award value to our NEOs was split approximately 67% share options and 33% RSUs. The following table summarizes the value recommended by our Compensation Committee and approved by our Board and the corresponding number of share option and RSU grants to our NEOs in 2025:

  19. Long-Term Equity Program

    | Name | Share Options ($)(1) | Share Options (# Ordinary Shares) | RSUs ($)(1) | RSUs (# Ordinary Shares) | | Raymond Stevens, Ph.D. | 5,360,000 | 826,890 | 2,640,000 | 340,332 | | Jun Yoon | 2,680,000 | 413,445 | 1,320,000 | 170,166 | | Blai Coll, M.D., Ph.D. | 1,842,500 | 284,241 | 907,500 | 116,988 | | Xichen Lin, Ph.D. | 1,273,000 | 196,386 | 627,000 | 80,829 | | Yingli Ma, Ph.D. | 1,005,000 | 155,040 | 495,000 | 63,810 |

  20. Long-Term Equity Program

    (1) The values of the Share Options and RSUs differ from the grant date fair value of these awards as reflected in the Summary Compensation Table that follows this narrative because of the accounting methodology used to report the equity values in the Summary Compensation Table, as required by SEC rules. The values shown in the table above for the share options and RSUs reflect the target values established by the Compensation Committee and the Board. For these awards, the number of American Depositary Shares (“ADSs”), each representing three Ordinary Shares, underlying the option or RSU grants was determined by dividing the target value of the award by the grant date “fair value” of an ADS the Company uses for financial reporting purposes, rounding down to the nearest ADS; provided, however, that for purposes of calculating the grant date value, (for grant, not accounting, purposes) the grant date value was assumed to be the average closing price per ADS based on the thirty (30) trading day period ending on and including the seventh (7th) calendar day prior to the grant date. The number of ordinary shares underlying the option or RSU grant was determined by multiplying the number of ADSs underlying the option by three. All of the annual share option grants made to our NEOs in 2025 vest over a four-year period, with one-quarter vesting one year after the grant date, and the remainder vesting monthly over the remaining 36 months, subject to the NEO’s continued service with us. All of the RSU grants made to our NEOs vest annually in equal increments over a four-year period subject to the NEO’s continued service with us. Equity awards granted to our NEOs may be subject to acceleration of vesting and exercisability under certain termination and change in control events, as described in more detail below under the subsection titled “— Potential Payments Upon Termination or Change in Control.”

  21. 2024 Performance Share Unit Achievement

    2024 Performance Share Unit Achievement In 2024, the Compensation Committee introduced performance-based restricted share units (“PSUs”) with metrics tied to three equally weighted mission-critical 2024 corporate goals, with a 15-month performance period that ran from March 15, 2024 until June 30, 2025. The PSUs included a goal related to first patient enrollment in Phase 2b clinical trials for an obesity study, a strategic partnership goal and a research and development goal involving the use of dendritic cells in a strategy involving the amylin receptor, which plays a role in regulating appetite and metabolism. At the conclusion of the performance period, the Compensation Committee determined that the goals related to patient enrollment in a clinical study and a research and development goal had each been met, and that the strategic partnership goal had not been met, resulting in an achievement percentage of 66.6% of the PSUs that had been granted to each NEO. For the achieved PSUs, half of the PSUs vested upon the Compensation Committee’s certification, and the remaining half of the PSUs will vest 18 months after the certification, on January 1, 2027, subject to the NEO’s continued employment through that date. The Compensation Committee believes that the overall 33-month PSU earning period encouraged our NEOs to focus on long-term performance. The PSUs awarded and achieved for each of the NEOs are summarized in the chart below:

  22. 2024 Performance Share Unit Achievement

    | Name | PSUs Awarded | PSUs Achieved | | Raymond Stevens, Ph.D. | 134,682 | 89,697 | | Jun Yoon | 59,469 | 39,606 | | Blai Coll, M.D., Ph.D. | 12,000 | 7,992 | | Xichen Lin, Ph.D. | 85,707 | 57,078 | | Yingli Ma, Ph.D. | 36,729 | 24,459 |

  23. Severance Arrangements

    Severance Arrangements Regardless of the manner in which an NEO’s service terminates, each NEO is entitled to receive amounts earned during his or her term of service, such as unpaid salary, as applicable. Our Board has adopted the Company’s Severance and Change in Control Plan (the “Severance Plan”) pursuant to which each of our NEOs may become eligible to receive benefits. Among other eligibility conditions, a participant must sign and return a Participation Agreement to be eligible for the Severance Plan. The Severance Plan provides for severance and/or change in control benefits to our NEOs upon (i) a “change in control termination” or (ii) a “regular termination” (each as described below). All severance benefits under the Severance Plan are subject to the executive’s execution of an effective release of claims against the company. For terminations of an NEO in a regular termination, the Severance Plan provides for cash severance equal to a specified multiple of the officer’s salary, payment of COBRA premiums for a fixed period of time, partial accelerated vesting of outstanding time-vesting equity awards and, for Dr. Stevens and Mr. Yoon, a lump sum payment equal to 100% of his annual target cash bonus. For purposes of the Severance Plan, a “regular termination” is an involuntary termination without “cause” (and not as a result of death or disability) or a resignation for “good reason,” each as defined in the Severance Plan, in any case that does not occur during the period of time beginning three months prior to, and ending 12 months following, a “change in control,” as defined in our 2023 Equity Incentive Plan (the “2023 Plan”). For purposes of the Severance Plan, a change in control termination is an involuntary termination without cause (and not as a result of death or disability) or a resignation for good reason, in any case that occurs from three months prior to one year after a change in control. For terminations of an NEO in a change in control termination, the Severance Plan provides for an enhanced lump sum payment equal to a specified portion of the officer’s base salary and target cash bonus, payment of COBRA premiums for a fixed period of time, and full accelerated vesting of outstanding time-vesting equity awards. The Severance Plan also provides that, if any payment or benefits to the applicable NEO (including the payments and benefits under the Severance Plan) would constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code and therefore would be subject to an excise tax under Section 4999 of the Internal Revenue Code, then such payments and benefits will be either reduced to the largest portion of the payments and benefits that would result in no portion of the payments and benefits being subject to the excise tax; or not reduced, whichever, after taking into account all applicable federal, state, and local employment taxes, income taxes, and the excise tax, results in the NEO’s receipt, on an after-tax basis, of the greater payments and benefits. The Severance Plan does not provide for any Section 280G-related tax gross-up payments from us. In addition to the treatment described above, our NEOs’ share awards are subject to the terms of our 2023 Plan and the 2019 Equity Incentive Plan (the “2019 Plan”), as applicable. See “Potential Payments upon a Termination or Change in Control,” which describes the payments and treatment of equity awards to which the participating NEOs may be entitled under the Severance Plan and other applicable agreements.

  24. Other Compensation Policies and Practices

    Other Compensation Policies and Practices Incentive Compensation Recoupment Policy We have implemented an Incentive Compensation Recoupment Policy, a Dodd-Frank Act-compliant clawback policy, as required by SEC rules. Additionally as a public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, the Chief Executive Officer and Chief Financial Officer may be legally required to reimburse our Company for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of section 304 of the Sarbanes-Oxley Act of 2002, as amended. Insider Trading Policy We have adopted an insider trading policy (our “Insider Trading Policy”) governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees that is designed to promote compliance with insider trading laws, rules and regulations, as well as procedures designed to further the foregoing purposes. Pursuant to our Insider Trading Policy, it is the Company’s policy to comply with applicable laws and regulations relating to insider trading when engaging in transactions in the Company’s securities. A copy of our Insider Trading Policy is filed as an exhibit to our Annual Report on Form 10-K for our fiscal year ended December 31, 2025. Anti-Hedging and Anti-Pledging Policy Our Insider Trading Policy prohibits directors, officers and other employees from engaging in derivatives securities or hedging transactions, including prepaid variable forward contracts, equity swaps, collars and exchange funds, or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset any decrease in the market value of our securities and the risks associated with holding our ADSs. Our Insider Trading Policy also prohibits trading in publicly-traded options, such as puts and calls, and other derivative securities with respect to our securities (other than share options and other compensatory equity awards issued by us), as well holding our ADSs in margin accounts. Additionally, our Insider Trading Policy prohibits pledging securities as collateral for a loan. Accounting and Tax Considerations When appropriate, our Compensation Committee takes into consideration the accounting and tax treatment of the compensation and benefit arrangements for our NEOs. If applicable, these considerations are in addition to those described above that were material to the pay decisions for the most recent fiscal year. Compensation Risk Assessment The Compensation Committee reviews the compensation policies and practices for all employees to determine whether such policies or practices are reasonably likely to have a material adverse effect on the Company. The Compensation Committee regularly consults with third-party advisors to evaluate compensation risk. The Compensation Committee believes that none of the Company’s compensation programs encourage or create excessive risk-taking, and therefore has determined that our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. Equity Granting Policy for Executive Officers Equity grants made to the Chief Executive Officer or other Executive Officers must be approved by the Compensation Committee and may further be recommended to the Board for approval. Timing of Equity Grants From time to time, the Company grants share options to its employees, including the NEOs. Historically, the Company has granted new-hire option awards on or soon after a new hire’s employment start date. The Company’s typical practice is to grant annual employee options in the first quarter of the year, on the 15th day of the month following the month in which the options are approved. Pursuant to the Company’s Equity Award Grant Policy, an equity grant committee consisting of the Company’s Chief Executive Officer and Chief Financial Officer is authorized to make option grants on preset dates to employees other than individuals designated as “officers” under Rule 16a-1 of the Securities Exchange Act of 1934 and any other senior executive as designated by the Compensation Committee. Also, non-employee directors receive automatic grants of initial and annual share option awards, at the time of a director’s initial appointment or election to the board and at the time of each annual meeting of the Company’s shareholders, respectively, pursuant to the Non-Employee Director Compensation Policy, as further described under the heading, “Non-Employee Director Compensation” below. Options granted by the equity grant committee are made on the regular, predetermined grant dates pursuant to the Company’s Equity Award Grant Policy, on the first monthly grant date (which is the 15th day of each month) following the grant’s approval date, regardless of whether there is any material nonpublic information (“MNPI”) about the Company on such dates, and such grant dates are not specifically timed in relation to the Company’s disclosure of MNPI. The Company has not timed the release of MNPI for the purpose of affecting the value of executive compensation.

  25. Summary Compensation Table

    Summary Compensation Table The following table presents summary information regarding the total compensation for services rendered in all capacities that were earned by our Named Executive Officers during the years ended December 31, 2025, 2024 and 2023.

  26. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Raymond Stevens, Ph.D. Chief Executive Officer and Director(5) | 2025 | 672,094 | — | 2,387,996 | 4,846,926 | 508,871 | 14,000 | 8,429,887 | | | 2024 | 634,246 | — | 1,582,514 | 3,173,843 | 334,447 | 13,800 | 5,738,850 | | | 2023 | 595,852 | — | — | 6,500,534 | 281,325 | 13,200 | 7,390,911 | | Jun Yoon Chief Financial Officer | 2025 | 530,530 | — | 1,193,998 | 2,423,463 | 309,075 | 10,529 | 4,467,595 | | | 2024 | 482,300 | — | 698,761 | 1,401,433 | 217,068 | 13,800 | 2,813,362 | | | 2023 | 441,262 | — | — | 3,047,125 | 173,183 | 13,200 | 3,674,770 | | Blai Coll, M.D., Ph.D. Chief Medical Officer(6) | 2025 | 492,813 | — | 820,866 | 1,666,117 | 253,151 | 14,000 | 3,246,947 | | | 2024 | 449,138 | — | 1,296,452 | 1,504,500 | 187,150 | 13,800 | 3,451,040 | | Xichen Lin, Ph.D. Chief Scientific Officer(6)(7) | 2025 | 505,313 | — | 567,150 | 1,151,143 | 257,103 | — | 2,480,709 | | | 2024 | 476,542 | — | 1,007,057 | 2,019,700 | 185,799 | 1,668 | 3,690,766 | | Yingli Ma, Ph.D. Chief Technology Officer(7)(8) | 2025 | 429,768 | — | 447,734 | 908,788 | 212,592 | — | 1,998,882 |

  27. Summary Compensation Table

    (1) The amounts reported in the Stock Awards column represent the aggregate grant date fair value of equity awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). For 2025, all amounts reported in the Stock Awards column are Restricted Share Units (RSUs). The grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. Assumptions used in the calculation of these amounts are included in Note 7, “Shareholders’ Equity” to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The amounts reported in this column reflect the accounting cost for these share awards and do not correspond to the actual economic value that may be received by the Named Executive Officers upon vesting of the share awards. (2) The amounts reported in the Option Awards column represent the grant date fair value of the share options granted to the Named Executive Officers, as computed in accordance with FASB ASC Topic 718. Pursuant to FASB ASC Topic 718, the amounts shown exclude the impact of estimated forfeitures. Valuations of options were determined using the Black-Scholes option pricing model. Assumptions used in the calculation of these amounts are included in Note 7, “Shareholders’ Equity” to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The amounts reported here do not reflect the actual economic value realized by our Named Executive Officers. Our Named Executive Officers will only realize compensation from grants of share options to the extent the trading price of our ordinary shares is greater than the exercise price of such options. (3) The amounts reported in the Non-Equity Incentive Plan Compensation column represent annual performance-based cash bonuses earned by the Named Executive Officers. (4) The amounts reported in the All Other Compensation column for 2025 reflects amounts contributed as 401(k) matching contributions on behalf of Dr. Stevens, Mr. Yoon and Dr. Coll. (5) Dr. Stevens was a member of the Board each year but did not receive additional compensation in his capacity as a director. (6) Dr. Coll and Dr. Lin became Named Executive Officers in 2024, and thus their compensation for fiscal year 2023 is not reported here. (7) Cash amounts for Dr. Lin and Dr. Ma were paid in Chinese Yuan. For reporting purposes, these amounts have been converted from Chinese Yuan to U.S. dollars in this table and throughout this Proxy Statement. Chinese Yuan were converted to U.S. dollars based on the average monthly exchange rate during 2025 of 0.139 RMB per U.S. dollar. Dr. Ma became a Named Executive Officer in 2025, and thus her compensation for fiscal years 2024 and 2023 is not reported here.

  28. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table presents information regarding all grants of plan-based awards made to our Named Executive Officers during fiscal 2025.

  29. Grants of Plan-Based Awards Table

    | Name | Grant Date | Approval Date | Target ($)(1) | Maximum ($)(1) | All Other Stock Awards: Number of Shares or Units #(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Raymond Stevens, Ph.D. | | | 407,097 | 590,291 | | | | — | | | 3/15/2025 | 3/14/2025 | | | 340,332 | | | 2,387,996 | | | 3/15/2025 | 3/14/2025 | | | | 826,890 | 7.02 | 4,846,926 | | Jun Yoon | | | 242,411 | 351,497 | | | | — | | | 3/15/2025 | 3/14/2025 | | | 170,166 | | | 1,193,998 | | | 3/15/2025 | 3/14/2025 | | | | 413,445 | 7.02 | 2,423,463 | | Blai Coll, M.D., Ph.D. | | | 198,550 | 287,898 | | | | — | | | 3/15/2025 | 3/14/2025 | | | 116,988 | | | 820,866 | | | 3/15/2025 | 3/14/2025 | | | | 284,241 | 7.02 | 1,666,117 | | Xichen Lin, Ph.D. | | | 206,191 | 298,977 | | | | — | | | 3/15/2025 | 3/14/2025 | | | 80,829 | | | 567,150 | | | 3/15/2025 | 3/14/2025 | | | | 196,386 | 7.02 | 1,151,143 | | Yingli Ma, Ph.D. | | | 175,366 | 254,281 | | | | — | | | 3/15/2025 | 3/14/2025 | | | 63,810 | | | 447,734 | | | 3/15/2025 | 3/14/2025 | | | | 155,040 | 7.02 | 908,788 |

  30. Grants of Plan-Based Awards Table

    (1) The amounts disclosed in these columns reflect the target and maximum cash short-term incentive opportunities of our NEOs for 2025. There are no thresholds levels applicable under our annual performance-based bonus awards. The amounts of the annual cash incentive opportunities depend on the eligible annual base salary in effect at year end for each NEO. See “Compensation Discussion and Analysis — Annual Performance-Based Bonus” for a detailed description of short-term incentive plan awards, including the criteria for determining the amounts payable. Actual 2025 short-term incentive plan results are reported in the “Summary Compensation Table” in the “Non-Equity Incentive Plan Compensation” column. (2) Amounts disclosed in this column reflect the number of ordinary shares subject to RSUs granted to our NEOs in 2025. The RSUs generally vest over four years, with one-quarter vesting on March 1, 2026, and on each anniversary thereafter, subject to the NEO’s continued service. (3) Amounts disclosed in this column reflect the number of ordinary shares subject to stock options granted to our NEOs in 2025. The options generally vest one-quarter on March 1, 2026, and in a series of 36 equal monthly installments thereafter, subject to continued service. (4) The amounts shown in this column represent the per share exercise prices of stock options granted to our NEOs in 2025. (5) The amounts shown in this column represent the aggregate grant date fair value of the award, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures.

  31. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    Outstanding Equity Awards at 2025 Fiscal Year-End Table The following table presents information regarding outstanding equity awards held by our Named Executive Officers as of December 31, 2025.

  32. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | Name | Grant Date(1) | Option Awards | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options(2) | | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units That Have Not Vested (#)(3) | Market Value of Shares or Units That Have Not Vested ($)(3) | | | | Exercisable (#) | Unexercisable (#) | | | | | | Raymond Stevens, Ph.D. | 1/22/2021 | 488,766 | | $0.48 | 1/21/2031 | | | | | 2/2/2023(4) | 1,133,313 | 466,687 | $5.00 | 2/1/2033 | | | | | 3/15/2024(5) | 146,769 | 188,712 | $11.75 | 3/14/2034 | | | | | 3/15/2025(5) | | 826,890 | $7.02 | 3/14/2035 | | | | | 3/15/2024(6) | | | | | 101,013 | 2,341,818 | | | 3/15/2024(7) | | | | | 44,850 | 1,039,773 | | | 3/15/2025(6) | | | | | 340,332 | 7,890,030 | | Jun Yoon | 1/22/2020 | 100,000 | | $0.39 | 1/21/2030 | | | | | 9/23/2021 | 100,000 | | $1.21 | 9/22/2031 | | | | | 2/2/2023(4) | 531,222 | 218,775 | $5.00 | 2/1/2033 | | | | | 3/15/2024(5) | 64,806 | 83,328 | $11.75 | 3/14/2034 | | | | | 3/15/2025(5) | | 413,445 | $7.02 | 3/14/2035 | | | | | 3/15/2024(6) | | | | | 44,604 | 1,034,069 | | | 3/15/2024(7) | | | | | 19,803 | 459,100 | | | 3/15/2025(6) | | | | | 170,166 | 3,945,015 | | Blai Coll, M.D., Ph.D. | 7/14/2022(8) | 49,240 | 5,760 | $2.79 | 7/13/2032 | | | | | 3/14/2023(5) | 68,745 | 31,275 | $7.66 | 3/13/2033 | | | | | 3/15/2024(5) | 14,436 | 18,564 | $11.75 | 3/14/2034 | | | | | 9/18/2024(9) | 34,686 | 76,314 | $12.75 | 9/17/2034 | | | | | 3/15/2025(5) | | 284,241 | $7.02 | 3/14/2035 | | | | | 3/15/2024(6) | | | | | 9,000 | 208,650 | | | 3/15/2024(7) | | | | | 3,996 | 92,641 | | | 9/18/2024(10) | | | | | 67,950 | 1,575,308 | | | 3/15/2025(6) | | | | | 116,988 | 2,712,172 | | Xichen Lin, Ph.D. | 9/11/2019 | 213,800 | | $0.34 | 9/10/2029 | | | | | 5/19/2020 | 148,000 | | $0.48 | 5/18/2030 | | | | | 9/23/2021 | 100,000 | | $1.21 | 9/22/2031 | | | | | 3/15/2024(5) | 93,399 | 120,087 | $11.75 | 3/14/2034 | | | | | 3/15/2025(5) | | 196,386 | $7.02 | 3/14/2035 | | | | | 3/15/2024(6) | | | | | 64,281 | 1,490,248 | | | 3/15/2024(7) | | | | | 28,539 | 661,629 | | | 3/15/2025(6) | | | | | 80,829 | 1,873,886 | | Yingli Ma, Ph.D | 1/20/2022 | 400,000 | | $2.60 | 1/19/2032 | | | | | 3/15/2024(5) | 40,026 | 51,468 | $11.75 | 3/14/2034 | | | | | 3/15/2025(5) | | 155,040 | $7.02 | 3/14/2035 | | | | | 3/15/2024(6) | | | | | 27,549 | 638,678 | | | 3/15/2024(7) | | | | | 12,231 | 283,555 | | | 3/15/2025(6) | | | | | 63,810 | 1,479,329 |

  33. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    Option awards listed with grant dates prior to February 2, 2023, were granted under our 2019 Plan. Option awards listed with grant dates on or after February 2, 2023, were granted under our 2023 Plan. (2) The numbers of securities listed in these columns represent, in each case, the number of ordinary shares subject to the applicable portion of the option, and the option exercise price represents the exercise price per ordinary share of the applicable option. Options granted under our 2019 Plan and 2023 Plan were granted with a per share exercise price equal to the fair market value of our ordinary shares on the date of grant. (3) The numbers in the “Number of Shares or Units That Have Not Vested” column represent, in each case, the number of ordinary shares subject to the applicable portion of the RSU award, and the market values of these ordinary shares are based on the closing price of our ADSs on December 31, 2025 (the last trading day of 2025) of $69.55 per ADS. Because each ADS represents three ordinary shares of the Company, we calculated the market value of the ordinary shares based on $69.55 divided by three. (4) One-fourth of the shares subject to the share option vested on February 2, 2024, and the remaining shares vest in a series of 36 equal monthly installments thereafter, subject to continued service through each vesting date. (5) One-fourth of the shares subject to the share option vested on March 1 of the year after the grant date, and the remaining shares vest in a series of 36 equal monthly installments thereafter, subject to continued service through each vesting date. (6) One-fourth of the shares subject to the RSU agreement vest on each anniversary of March 1 following the grant date, subject to continued service through each vesting date. (7) Represents the remaining half of the PSUs that will vest on January 1, 2027 (which is 18 months after the Compensation Committee certified the performance achievement) subject to the executive’s continued service through that date. (8) One-fourth of the shares subject to the share option vested on May 16, 2023, and the remaining shares vest in a series of 36 equal monthly installments thereafter, subject to continued service through each vesting date. (9) One-fourth of the shares subject to the share option vested on September 18, 2025, and the remaining shares vest in a series of 36 equal monthly installments thereafter, subject to continued service through each vesting date. (10) One-fourth of the shares subject to the RSU agreement vest on each anniversary of September 18, 2024, subject to continued service through each vesting date.

  34. Fiscal 2025 Options Exercised and Stock Vested Table

    Fiscal 2025 Options Exercised and Stock Vested Table The following table presents information regarding the amount realized upon the exercise of share options and the vesting of RSU and PSU awards for our Named Executive Officers during fiscal 2025. There were no share option award exercises in fiscal 2025.

  35. Fiscal 2025 Options Exercised and Stock Vested Table

    | Name | Option Awards(1) | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting(2) (#) | Value Realized on Vesting(3) ($) | | Raymond Stevens, Ph.D. | — | — | 78,516 | 573,150 | | Jun Yoon | — | — | 34,668 | 253,068 | | Blai Coll, M.D., Ph.D. | — | — | 26,646 | 226,456 | | Xichen Lin, Ph.D. | — | — | 49,965 | 364,734 | | Yingli Ma, Ph.D. | — | — | 21,408 | 156,274 |

  36. Fiscal 2025 Options Exercised and Stock Vested Table

    (1) None of the named executive officers exercised share options during 2025. (2) The amounts shown in this column represent the number of RSUs and PSUs that vested for each named executive officer during 2025. (3) The amounts shown in this column reflect the value realized upon vesting of the RSUs and PSUs for each named executive officer, as calculated based on the price of a share of our ordinary shares on the vesting date, multiplied by the number of shares underlying each award on the vesting date.

  37. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Upon a termination of employment, or upon a change in control of Structure Therapeutics, the Company maintains certain arrangements, guidelines, plans and programs pursuant to which our Named Executive Officers could be eligible to receive certain cash severance, equity vesting and other benefits. The amounts that the Named Executive Officers could receive are set forth below for the following types of termination of employment: Termination without cause or by executive for good reason not in connection with a change in control; • Termination without cause or by executive for good reason within a specified time period around a change in control; and • Death or disability.

  38. Summary of Potential Payments upon Termination or Change in Control

    Summary of Potential Payments upon Termination or Change in Control The following table summarizes the payments that would be made to our Named Executive Officers upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2025. In accordance with SEC rules, the potential payments upon termination or change in control do not include certain distributions or benefits to which the Named Executive Officer is already entitled, including the value of equity awards that have already vested. Since many factors (e.g., the time of year when the event occurs, our ordinary share price) could affect the nature and amount of benefits an NEO could potentially receive, any amounts paid or distributed upon a future termination may be different from those shown in the table below.

  39. Summary of Potential Payments upon Termination or Change in Control

    | Name | Compensation Component | With Change in Control | Without Change in Control | | | | | Without Cause or Good Reason Termination | Without Cause or Good Reason Termination | Death or Disability | | Raymond Stevens, Ph.D. | Cash Severance | 1,628,388 | 1,085,592 | 407,097 | | | Long Term Incentives- Performance | — | — | — | | | Long Term Incentives- Time Based(1) | 35,283,208 | 16,833,887 | — | | | Medical Benefits Continuation | 67,202 | 44,802 | — | | | Total: | 36,978,799 | 17,964,281 | 407,097 | | Jun Yoon | Cash Severance | 781,103 | 781,103 | 242,411 | | | Long Term Incentives- Performance | | | | | | Long Term Incentives- Time Based | 17,053,042 | 8,087,997 | | | | Medical Benefits Continuation(1) | 44,802 | 44,802 | | | | Total: | 17,878,947 | 8,913,902 | 242,411 | | Blai Coll, M.D., Ph.D. | Cash Severance | 694,925 | 372,281 | — | | | Long Term Incentives- Performance | — | — | — | | | Long Term Incentives- Time Based(1) | 10,795,435 | 2,687,094 | — | | | Medical Benefits Continuation | 44,802 | 33,601 | — | | | Total: | 11,535,162 | 3,092,976 | — | | Xichen Lin, Ph.D. | Cash Severance | 721,669 | 386,609 | | | | Long Term Incentives- Performance | | | | | | Long Term Incentives- Time Based | 8,573,664 | 2,262,486 | | | | Medical Benefits Continuation(1) | 16,465 | 12,349 | | | | Total: | 9,311,798 | 2,661,443 | — | | Yingli Ma, Ph.D. | Cash Severance | 613,782 | 328,812 | — | | | Long Term Incentives- Performance | — | — | — | | | Long Term Incentives- Time Based(1) | 5,496,492 | 1,496,760 | — | | | Medical Benefits Continuation | 13,702 | 10,276 | — | | | Total: | 6,123,976 | 1,835,848 | — |

  40. Summary of Potential Payments upon Termination or Change in Control

    The value of each award in this table is calculated by multiplying (x) the number of shares subject to acceleration by (y) the $69.55 closing price per ADS on December 31, 2025, divided by three, less the exercise price per share of the award, if any.

  41. CEO Pay Ratio

    CEO Pay Ratio Under rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our Chief Executive Officer (the “CEO Pay Ratio”). Our median employee compensation in 2025 as calculated using Summary Compensation Table requirements was $293,807. Our Chief Executive Officer’s compensation as reported in the Summary Compensation Table was $8,429,887. Therefore, our CEO Pay Ratio is approximately 29:1.

  42. Methodology and Pay Ratio

    Methodology and Pay Ratio We identified the median employee using our employee population on October 15, 2025 (including all employees in all countries, whether employed on a full-time or part-time basis). There were no seasonal or temporary employees in the employee population. Under the relevant rules, we are required to identify the median employee by use of a “consistently applied compensation measure” (“CACM”). We chose a CACM that closely approximates the target total direct compensation of our employees. Specifically, we identified the median employee by aggregating, for each employee as of October 15, 2025: (1) annual base pay, (2) annual target cash incentive opportunity, and (3) the grant date fair value for equity awards granted in 2025. We annualized the compensation values of individuals that joined our Company during 2025. Earnings for non U.S. employees were converted to U.S. dollars as of October 15, 2025, using applicable year to date average exchange rates. After applying our CACM methodology, we identified the median employee and calculated their annual total compensation in accordance with the requirements of the Summary Compensation Table. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with the SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management of the Company used the CEO Pay Ratio measure in making compensation decisions.

  43. Pay Versus Performance

    Pay Versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and NEO pay. For additional information about our pay for performance compensation philosophy and how we seek to align executive compensation with the Company’s performance, refer to “Executive Compensation” beginning on page 29. The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO Named Executive Officers” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Executive Compensation” section above. Our Chief Executive Officer is our principal executive officer and is referred to as PEO in the headers to the following tables. For the most recently completed fiscal year, the Company did not use any “financial performance measures” as defined in Item 402(v) of Regulation S-K to link compensation paid to the named executive officers. Accordingly, we have omitted the tabular list of financial performance measures and the table below does not include a column for a “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K.

  44. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income (Loss) ($ Thousands)(5) | | | | | | | Structure Therapeutics TSR ($) | Nasdaq Biotechnology Index TSR ($) | | | 2025 | 8,429,887 | 36,231,692 | 3,048,533 | 11,415,397 | 267.50 | 134.82 | (141,202) | | 2024 | 5,738,850 | 1,735,001 | 3,570,903 | 2,932,362 | 104.31 | 101.04 | (122,526) | | 2023 | 7,390,911 | 22,057,982 | 2,173,414 | 6,950,500 | 156.77 | 101.62 | (89,620) |

  45. Pay Versus Performance

    Raymond Stevens, Ph.D. was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  46. Pay Versus Performance

    | 2023 | 2024 | 2025 | | Jun Yoon | Xichen Lin, Ph.D. | Jun Yoon | | Mark Bach, M.D., Ph.D. | Blai Coll, M.D., Ph.D. | Blai Coll, M.D., Ph.D. | | | | Xichen Lin, Ph.D. | | | | Yingli Ma, Ph.D. |

  47. Pay Versus Performance

    (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718 and the valuation assumptions used to calculate fair values did not materially differ from those disclosures at the time of grant.

  48. Pay Versus Performance

    | Year | SCT Total for PEO ($) | Deduct: Grant Date Fair Value of “Share Awards” and “Option Awards” Columns of the SCT for PEO ($) | Add: Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Add: Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Add: Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Compensation Actually Paid to PEO ($) | | 2025 | 8,429,887 | (7,234,922) | 25,170,345 | 10,536,296 | (669,914) | 36,231,692 |

  49. Pay Versus Performance

    | Year | Average SCT Total for Non-PEO NEOs ($) | Deduct: Average Grant Date Fair Value of “Share Awards” and “Option Awards” Columns of the SCT for Non-PEO NEOs ($) | Add: Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Add: Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Add: Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 3,048,533 | (2,294,814) | 7,980,429 | 2,885,416 | (204,167) | 11,415,397 |

  50. Pay Versus Performance

    (4) The Peer Group TSR set forth in this table utilized the Nasdaq Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting February 3, 2023, the date the Company’s ADSs began trading on the Nasdaq Global Market, through the end of the listed year, in the Company and in the Nasdaq Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year.

  51. Relationship Between Compensation Actually Paid and Financial Performance Measures

    Relationship Between Compensation Actually Paid and Financial Performance Measures As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the three most recently completed fiscal years, and the Peer Group TSR over the same period. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (Loss) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income (loss) during the three most recently completed fiscal years. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  52. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION The Compensation Committee periodically evaluates the appropriate level and form of compensation for non-employee directors and recommends changes, if any, to the Board. In connection with this assessment, our Compensation Committee and Board of Directors evaluate our non-employee director pay as well as total non-employee director pay relative to our peers and the market. The Compensation Committee considers advice from the Compensation Committee’s independent consultant, Aon, in connection with this evaluation when appropriate. Our Board of Directors reviews the Compensation Committee’s recommendations and then determines the amount of director compensation. As described more fully below, non-employee director compensation includes equity to further align the longer-term interests of the individual directors with those of our shareholders. Our Board adopted a non-employee director compensation policy that is applicable to all of our non-employee directors. The director compensation policy was amended effectively on January 21, 2025 following a review of the program with our independent compensation consultant. As in effect for 2025, our director compensation policy provided that each non-employee director will receive the following compensation for service on our Board: • an annual cash retainer of $45,000 for eligible directors; • an additional cash retainer of $179,000 for service as chair of the Board of the Company; • an annual cash retainer of $10,000, $7,500, $7,500 and $5,000 for service as a member (other than the chair) of the Audit Committee, Compensation Committee, Research & Development Committee and the Nominating Committee, respectively; • an additional annual cash retainer of $20,000, $15,000, $15,000 and $10,000 for service as chair of the Audit Committee, Compensation Committee, Research & Development Committee and the Nominating Committee, respectively; • upon election or appointment to the Board, an initial share option to purchase our ordinary shares with an aggregate value equal to $800,000, provided that such share option does not exceed 0.060% of total number of ordinary shares of the Company outstanding on the grant date; • on the date of each annual shareholder meeting, an annual share option to purchase our ordinary shares with an aggregate value equal to $400,000, provided that such share option does not exceed 0.030% of total number of ordinary shares of the Company outstanding on the grant date. For any non-employee director who was first elected or appointed to the Board on a date other than the date of the Company’s annual shareholder meeting, upon the Company’s first annual shareholder meeting following such director’s first joining the Board, such director’s first annual share option will be pro-rated to reflect the time between such director’s election or appointment date and the date of such first annual shareholder meeting. As in effect in January 2026, our non-employee director compensation was updated to provide that (i) the initial share option shall be for an aggregate value equal to $800,000, provided that such share option does not exceed 0.078% of the total number of ordinary shares of the Company outstanding on the date of grant; and (ii) the annual share option shall be for an aggregate value equal to $400,000, provided that such share option does not exceed 0.039% of the total number of ordinary shares of the Company outstanding on the date of grant. The grant date fair market value for the initial share option and the annual share option is determined by dividing the aggregate value of the share option by the grant date “fair value” of an ADS the Company uses for financial reporting purposes; provided, that for purposes of this calculation, the grant date “fair value” is assumed to be the average closing price per ADS based on the 30-trading day period ending on and including the seventh calendar day prior to the applicable date of grant. The number of ordinary shares underlying each initial and annual grant is determined by multiplying the number of ADSs underlying the applicable share option by three. Under our non-employee director compensation policy, if a director joins the Board or a committee of the Board at a time other than effective as of the first day of a fiscal quarter, each annual retainer shown above is pro-rated based on days served in the applicable fiscal quarter, with the pro-rated amount paid for the first fiscal quarter in which the director provides the service, with the director receiving regular full quarterly payments thereafter. Each initial share option will vest in equal monthly installments over a three-year period such that the option is fully vested on the third anniversary of the date of grant, subject to the director’s continuous service through each such vesting date. Each annual share option will vest in equal monthly installments over the 12 months following the date of grant, provided that the option will in any case be fully vested on the date immediately prior to the date of the Company’s next annual shareholder meeting, subject to the director’s continuous service through each such vesting date. Each initial share option and annual share option will vest in full upon a “change in control” (as defined in the 2023 Plan), subject to the applicable director’s continuous service through the date of such change in control. The following table shows for the fiscal year ended December 31, 2025, certain information with respect to the compensation of our non-employee directors. Our Chief Executive Officer, Dr. Stevens, receives no compensation for his service as a director.

  53. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Total ($) | | Eric Dobmeier | 62,500 | 290,025 | 352,525 | | Ted W. Love, M.D. | 67,500 | 290,025 | 357,525 | | Sharon Tetlow | 70,000 | 290,025 | 360,025 | | Joanne Waldstreicher, M.D. | 65,000 | 290,025 | 355,025 | | Daniel G. Welch | 241,500 | 290,025 | 531,525 | | Angus C. Russell(3) | 55,000 | 239,806 | 294,806 |

  54. NON-EMPLOYEE DIRECTOR COMPENSATION

    (1) The amounts reported in the Option Awards column represent the grant date fair value of the share options granted to the non-employee director during the year ended December 31, 2025, as computed in accordance with FASB ASC Topic 718. Valuations of options were determined using the Black-Scholes option pricing model. The assumptions used in calculating the grant date fair value of the share options reported in the Option Awards column are set forth in Note 7, “Shareholders’ Equity” to the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Note that the amounts reported in this column reflect the accounting cost for these share options and do not correspond to the actual economic value that may be received by the non-employee director from the options. Each share option reported in the table was granted under our 2023 Plan. The term of each share option will be ten years, subject to earlier termination as provided in the 2023 Plan, provided that upon a termination of continuous service other than for death or “cause” (as such term is defined in the 2023 Plan), the post-termination exercise period will be 12 months from the date of termination. (2) The table below sets forth the aggregate number of ordinary shares underlying outstanding share options held by each non-employee director as of December 31, 2025. None of our non-employee directors held other unvested share awards as of December 31, 2025:

  55. NON-EMPLOYEE DIRECTOR COMPENSATION

    | | Options Outstanding as of 12/31/2025 | | Eric Dobmeier | 169,304 | | Ted W. Love, M.D. | 160,398 | | Sharon Tetlow | 169,304 | | Joanne Waldstreicher, M.D. | 169,304 | | Daniel G. Welch | 1,268,426 | | Angus C. Russell(3) | 117,834 |

  56. NON-EMPLOYEE DIRECTOR COMPENSATION

    (3) In accordance with the Board-adopted non-employee director compensation policy, Mr. Russell’s first annual grant was prorated to reflect the time between his August 2024 appointment date and the date of the first annual shareholder meeting following his first appointment to the Board. We also reimburse each non-employee director for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings.