DEF 14A of Prothena Corp Public LTD Co, Mar 29, 2024

DEF 14A of Prothena Corp Public LTD Co

Filed Mar 29, 2024 · FY20230001140361-24-016622

Open on EDGAR

  1. Nominees for Election to Terms Expiring No Later than the Annual General Meeting of Shareholders in 2027

    Nominees for Election to Terms Expiring No Later than the Annual General Meeting of Shareholders in 2027 Richard T. Collier is the former Executive Vice President and General Counsel of Elan Corporation, plc, a position he held from 2004 to 2010. Prior to that, he served as Senior Vice President and General Counsel of Rhone-Poulenc Rorer Inc., Pharmacia & Upjohn Company, and Pharmacia Corporation. Mr. Collier was an Adjunct Professor of Law at the Temple University Beasley School of Law, where he taught drug and medical device law, from 2004 to 2017. He also practiced law at two leading Philadelphia-based law firms and with the U.S. Federal Trade Commission and U.S. Department of Justice. Mr. Collier earned both his B.A. and his J.D. from Temple University. He has served on our Board since 2012. Age: 70 The Board concluded that Mr. Collier should serve as a director given his extensive legal and management experience as a senior executive with a number of global pharmaceutical companies. The Board also considered his extensive knowledge of and experience with laws and regulations applicable to the pharmaceutical industry. Shane M. Cooke is the former President of Alkermes plc (a biopharmaceutical company), a position he held from 2011 to 2018. Prior to that, he served as Head of Elan Drug Technologies and Executive Vice President of Elan Corporation, plc (from 2007 to 2011), where he also served as Chief Financial Officer (from 2001 to 2011) and as a director (from 2005 to 2011). Mr. Cooke has also held a number of senior positions in finance in the banking and aviation industries. He is a director of Alkermes plc and Endo International plc (both biopharmaceutical companies, whose boards he joined in 2018 and 2014, respectively). He served as a director (from 2019 to 2020) and chair of the board (from 2020 until its acquisition by Clayton, Dubilier & Rice, LLC in 2021) of UDG Healthcare plc (a pharmaceutical services company). Mr. Cooke earned his Bachelor of Commerce and Master of Accounting degrees from University College Dublin, Ireland, and is a chartered accountant. He has served on our Board since 2012. Age: 61 The Board concluded that Mr. Cooke should serve as a director given his significant operational, financial, commercial, and management experience in the biotechnology industry, as well as his qualification as a chartered accountant. The Board also considered his Irish residency and experience as a director and an executive officer of other Irish companies traded on U.S. stock exchanges. William H. Dunn, Jr., M.D., was the founding director of the Office of Neuroscience, Center for Drug Evaluation and Research, at the U.S. Food and Drug Administration, a position he held since the founding of the office in 2019 through February 2023. He was responsible for the regulatory oversight of all research conducted to support neuroscience drug development, including the regulation and review of investigational new drug applications and marketing applications for drug and biologic products. From 2005 to 2019, he held positions of increasing seniority in the Division of Neurology Products, Center for Drug Evaluation and Research, including his role as director of that division. Dr. Dunn is a trained neurologist and vascular neurologist with experience in basic research, clinical research, and clinical care. He earned his BA from the University of Virginia and his MD from the F. Edward Hébert School of Medicine in Bethesda, Maryland. He has served on our Board since 2023. Age: 54 The Board concluded that Dr. Dunn should serve as a director given his significant regulatory experience with the U.S. FDA and experience in the design and implementation of clinical studies in support of drug development. The Board also considered his scientific and medical expertise in the neurodegenerative field, and operational experience in a large organization. Daniel G. Welch serves as the chair of the boards of Structure Therapeutics Inc. (since January 2022), Nuvation Bio Inc. (since July 2020), and Ultragenyx Pharmaceuticals Inc. (since 2015). He previously served as a director of SeaGen Inc. (from 2007 until its acquisition by Pfizer in 2023), as chair of the board of AveXis Inc (from 2016 until its acquisition by Novartis in 2018), as a director of Intercept Pharmaceuticals, Inc. (from 2015 to 2020), and as a director of Hyperion Therapeutics (from 2012 until its acquisition by Horizon Pharma in 2015). Prior to these roles he served as an executive partner at Sofinnova Ventures (from 2015 to 2018), as Chief Executive Officer and President of InterMune, Inc. (from 2003 until its acquisition by Roche Holdings in 2014), as chair of the board of InterMune (from 2008 to 2014), as chair of the board and Chief Executive Officer of Triangle Pharmaceuticals, Inc. (from 2002 until its acquisition by Gilead Sciences in 2003), and as President of the pharmaceutical division of Elan Corporation, plc (from 2000 to 2002). Mr. Welch earned his B.A. from the University of Miami and his M.B.A. from the University of North Carolina. He has served on our Board since 2024. Age: 66 The Board concluded that Mr. Welch should serve as a director given his significant experience serving on the boards of public companies in the pharmaceutical/biotechnology industry. The Board also considered his experience in executive management at several publicly-traded companies in the pharmaceutical/biotechnology industry.

  2. Nominees for Election to Terms Expiring No Later than the Annual General Meeting of Shareholders in 2027

    | | 2024 PROXY STATEMENT | 9 |

  3. Nominees for Election to Terms Expiring No Later than the Annual General Meeting of Shareholders in 2027

    Since Mr. Welch’s appointment in February 2024, he has served as Chair-Designate of the Board. If he is elected by our shareholders at the Annual Meeting, the Board intends to appoint Mr. Welch as Chair of the Board immediately following the Annual Meeting.

  4. Nominees for Election to Terms Expiring No Later than the Annual General Meeting of Shareholders in 2027

    | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION, BY SEPARATE RESOLUTIONS, OF MR. COLLIER, MR. COOKE, DR. DUNN, AND MR. WELCH AS DIRECTORS. |

  5. Nominees for Election to Terms Expiring No Later than the Annual General Meeting of Shareholders in 2027

    | 10 | | 2024 PROXY STATEMENT |

  6. Directors Continuing in Office Until No Later than the Annual General Meeting of Shareholders in 2025

    Directors Continuing in Office Until No Later than the Annual General Meeting of Shareholders in 2025 Paula K. Cobb was most recently Chief Business Officer at Affinia Therapeutics, Inc., a biotechnology company developing gene therapies, a position she held from 2020 through 2023. From 2016 to 2019, Ms. Cobb held positions as Executive Vice President, Corporate Development, and Chief Operating Officer of Decibel Therapeutics, Inc. From 2003 to 2016, Ms. Cobb held numerous positions with Biogen, Inc., including Senior Vice President, Rare Disease Group (from 2015 to 2016), Senior Vice President, MS Franchise Strategy (from 2014 to 2015), and Vice President, Program Leadership & Management (from 2010 to 2014). She also served on the Board of Directors of Nightstar Therapeutics plc (a biotechnology company) from 2018 until it was acquired by Biogen in 2019. Ms. Cobb earned her B.A. from Amherst College and her M.B.A. from Harvard University’s Graduate School of Business Administration. She has served on our Board since 2019. Age: 51 The Board concluded that Ms. Cobb should continue to serve as a director given her significant operational, business development, and management experience from serving in a range of senior executive positions with several biotechnology/biopharmaceutical companies. The Board also considered her experience serving on the board of directors of another biotechnology company. Lars G. Ekman, M.D., Ph.D., is Chair of our Board of Directors, a position he has held since 2012. He is an executive partner at Sofinnova Ventures, Inc. (a venture capital firm), a position he has held since 2008. Dr. Ekman also serves as a director of Ultragenyx Pharmaceutical Inc. He also served as a director and then chair of the board of Amarin Corporation plc (from 2008 to 2022), as a director of Intermune Inc. (from 2006 to 2013), as a director of Ocera Therapeutics, Inc. (from 2009 to 2015), as a director of Spark Therapeutics, Inc. (from 2014 to 2019), and as Chair of the Board of Sophiris Bio Inc. (from 2010 to 2020). Dr. Ekman co-founded Cebix Incorporated, where he served as Chief Executive Officer from 2009 to 2012. He was President of Research & Development at Elan Corporation, plc (from 2001 to 2007), where he also served as a director (from 2005 to 2012). From 1997 to 2001, Dr. Ekman was Executive Vice President, Research & Development, at Schwarz Pharma AG. Prior to that, he held various senior positions at Pharmacia Corporation. Dr. Ekman is a board-certified surgeon with a Ph.D. in experimental biology and has held several clinical and academic positions in both the United States and Europe. He earned his Ph.D. and M.D. from the University of Gothenburg, Sweden. Dr. Ekman has served on our Board since 2012. Age: 74 The Board concluded that Dr. Ekman should continue to serve as a director given his significant scientific, operational, and management experience gained as a research scientist and in managing research and development functions engaged in drug discovery with a number of companies in the pharmaceutical industry. The Board also considered his clinical background, his venture capital experience in the life science industry, and his experience serving on the boards of directors at a number of public and private companies in the pharmaceutical/biotechnology industry. If Mr. Welch is elected by our shareholders at the Annual Meeting, the Board intends to appoint Mr. Welch as Chair of the Board immediately following the Annual Meeting. Dr. Ekman would continue to serve as a director and as Chair Emeritus.

  7. Directors Continuing in Office Until No Later than the Annual General Meeting of Shareholders in 2026

    Directors Continuing in Office Until No Later than the Annual General Meeting of Shareholders in 2026 Helen S. Kim is a Senior Managing Director at Vida Ventures, LLC (a venture capital firm), a position she has held since April 2019. Prior to her current role, Ms. Kim was a Partner at The Column Group (a venture capital firm) from 2018 to 2019 and the Executive Vice President, Business Development, at Kite Pharma, Inc. (a biotechnology company specializing in cancer immunotherapy) from 2014 to 2018 (through its acquisition by Gilead Sciences, Inc.). Previously, Ms. Kim held positions as Chief Business Officer (2009-2012) and then Strategic Advisor (2012-2014) of NGM Biopharmaceuticals, Inc. Prior to NGM, she was the Chief Executive Officer and President of Kosan Biosciences (a pharmaceutical company) where she restructured and repositioned the company prior to a successful transaction with Bristol Myers Squibb in 2008. Ms. Kim’s additional industry experience includes executive and leadership positions at Affymax, Inc., Onyx Pharmaceuticals, Inc., Protein Design Labs, Inc. (a technology company), and Chiron Corporation. Ms. Kim also currently serves as a director of several private companies: A2 Biotherapeu tics, Inc., ReCode Therapeutics, Inc., IconOVir Bio, Inc., Aktis Oncology, Protego Therapeutics, and InduPro Labs. Ms. Kim received a B.S. in Chemical Engineering from Northwestern University and an M.B.A. from the University of Chicago. Age: 61 The Board concluded that Ms. Kim should continue to serve as a director given her experience in venture capital investment in the life science industry. The Board also considered her experience serving on the boards of directors of public and private companies in the pharmaceutical/biotechnology industry, as well as her roles in executive management at several publicly-traded companies in the pharmaceutical/biotechnology industry. Gene G. Kinney, Ph.D., has served as our President and Chief Executive Officer since 2016. Prior to that, he was our Chief Operating Officer for part of 2016, and prior to that he was our Chief Scientific Officer and Head of Research and Development from 2012 to 2016. From 2009

  8. Directors Continuing in Office Until No Later than the Annual General Meeting of Shareholders in 2026

    | | 2024 PROXY STATEMENT | 11 |

  9. Directors Continuing in Office Until No Later than the Annual General Meeting of Shareholders in 2026

    to 2012, Dr. Kinney held various positions with Elan Pharmaceuticals, Inc.: Vice President, Pharmacology (from 2011 to 2012) and Senior Vice President of Pharmacological Sciences (from 2009 to 2011); and while in those positions, he also served as Head of Nonclinical Research for Janssen Alzheimer Immunotherapy R&D. From 2001 to 2009, Dr. Kinney was Senior Director, Head of Central Pharmacology and acting lead for Bioanalytics & Pathology at the Merck Research Laboratories, where he contributed to the strategic direction and oversight of drug discovery activities and led a number of non-clinical discovery and clinical development programs targeted for the treatment of neurodegenerative and psychiatric conditions. Dr. Kinney also held positions at Bristol Myers Squibb and was an Assistant Professor at the Emory University School of Medicine, Department of Psychiatry and Behavioral Sciences. He earned his B.A. from Bloomsburg University and his M.A. and Ph.D. from Florida Atlantic University. Dr. Kinney has served on our Board since 2016. Age: 55 The Board concluded that Dr. Kinney should continue to serve as a director given his role as the Company’s President and Chief Executive Officer and his extensive scientific and operational knowledge of our business and its drug discovery and development programs, from his tenure with the Prothena business when it was a part of Elan as well as since its separation from Elan. The Board also considered his significant experience in neuroscience and drug development programs encompassing immunotherapy, vaccine and small molecule approaches, as well as his experience gained from serving in key research and development leadership roles in other biotechnology companies. Oleg Nodelman is the Founder and Portfolio Manager of EcoR1 Capital, LLC, a biotechnology-focused investment advisory firm established in 2013, which invests in companies in all stages of research and development. From 2001 to 2012, he held various roles including Portfolio Manager at BVF Partners. Mr. Nodelman also serves as a director of AnaptysBio, Inc. (a biotechnology company whose board he joined in 2021). He served as a director of each of Nuvation Biosciences, Inc. and Panacea Acquisition Corp. II (a biotechnology company and a blank check company, respectively, and each from 2021 to 2023). Mr. Nodelman earned his B.S. in Foreign Service with a concentration in Science and Technology from Georgetown University. He has served on our Board since 2019. Age: 47 The Board concluded that Mr. Nodelman should continue to serve as a director given his significant experience in venture capital investment in the life science industry. The Board also considered his experience serving on the boards of directors of public and private companies in the pharmaceutical/biotechnology industry, as well as his role as Founder and Portfolio Manager of EcoR1 Capital, LLC, a significant shareholder of the Company. Dennis J. Selkoe, M.D., is the Vincent and Stella Coates Professor of Neurologic Diseases at Harvard Medical School and co-director of the Ann Romney Center for Neurologic Diseases at Brigham and Women’s Hospital in Boston, positions he has held since 2000 and 1985, respectively. He has served on the faculty at Harvard Medical School since 1978. Dr. Selkoe was the principal founding scientist and served as a director of Athena Neurosciences, Inc. until it was acquired by Elan Corporation, plc in 1996. He has received numerous honors, including the Mathilde Solowey Award in the Neurosciences (NIH), the Potamkin Prize (American Academy of Neurology), the A.H. Heineken Prize for Medicine (The Netherlands), the Pioneer Award and the Lifetime Achievement Award (Alzheimer’s Association), the George C. Cotzias Lecture of the American Academy of Neurology, and the Ulysses Medal of University College Dublin. Dr. Selkoe is a Fellow of the American Academy of Neurology, the American Association for the Advancement of Science and the American College of Physicians, an elected member of the National Academy of Medicine and a director of the Foundation for Neurologic Diseases. He served as a director of Elan Corporation, plc from 1996 to 2013. Dr. Selkoe earned his B.A. from Columbia University and his M.D. from the University of Virginia. He has served on our Board since 2013. Age: 80 The Board concluded that Dr. Selkoe should continue to serve as a director given his significant experience as both a research scientist and a practicing clinician, and in particular his expertise in the preclinical and clinical features of neurodegenerative diseases, especially Parkinson’s disease and Alzheimer’s disease. The Board also considered his lengthy experience as a director of a global public company in the pharmaceutical/biotechnology industry.

  10. Directors Continuing in Office Until No Later than the Annual General Meeting of Shareholders in 2026

    | 12 | | 2024 PROXY STATEMENT |

  11. DIRECTOR COMPENSATION - FISCAL YEAR 2023

    DIRECTOR COMPENSATION - FISCAL YEAR 2023 The Compensation Committee, with the assistance of its independent consultant, evaluates the compensation of the Board each year and recommends the amount of cash and equity compensation. After considering the input of the Compensation Committee’s independent compensation consultant, the Compensation Committee and Board approved the fiscal year 2023 compensation program as described below, which did not change as compared to the fiscal year 2022 compensation program. For fiscal year 2023, our Chair received an annual cash retainer fee of $90,000, and all other non-employee directors received an annual cash retainer fee of $60,000. In addition, all of our non-employee directors who served on or chaired a Board committee received the following annual committee fees:

  12. DIRECTOR COMPENSATION - FISCAL YEAR 2023

    | Committee | Chair | Other Member | | Audit Committee | $20,000 | $9,000 | | Compensation Committee | $15,000 | $6,000 | | Nominating and Corporate Governance Committee | $10,000 | $5,000 |

  13. DIRECTOR COMPENSATION - FISCAL YEAR 2023

    All of these fees were paid in quarterly installments. Each of our non-employee directors is awarded annually, on the first business day following each annual general meeting of the shareholders, a nonqualified stock option to acquire a specified number of the Company’s ordinary shares. After considering input from the independent consultant engaged by the Compensation Committee, the number of shares subject to the annual option awards was set at 15,000 shares (consistent with the annual director stock option grants for the fiscal year 2022). These options vest on the earlier of the first anniversary of the grant date or the day of the next annual general meeting of shareholders (subject to continuous service as a director until such vesting date, except in the event of certain terminations of service) and have a ten-year term. For fiscal year 2023, any new non-employee director was awarded, on the first business day following the date of initial appointment or election to the Board, a nonqualified stock option to acquire a specified number of the Company’s ordinary shares. After considering input from the Compensation Committee’s independent consultant, the number of shares subject to the initial option awards was set at 30,000 shares (consistent with director stock option grants for initial appointments during the fiscal year 2022). This option vests in equal annual installments over three years following the grant date with the final year vesting date being the earlier of the third anniversary of the grant date or the day of the annual general meeting of shareholders for that year (subject to continuous service as a director until each such vesting date, except in the event of certain terminations of service) and has a ten-year term. All of the options granted to our non-employee directors were awarded under our 2018 Long Term Incentive Plan, as amended (the “2018 LTIP”), and have a per share exercise price equal to the closing market price of our ordinary shares on the date of grant. Mr. Nodelman, although a non-employee director, has declined to receive any cash or equity compensation for his service on our Board or any of its committees. Our sole non-independent director, Dr. Kinney (our President and Chief Executive Officer), does not receive any additional compensation for his service on our Board. Please see the Summary Compensation Table - Fiscal Year 2023 for a summary of the compensation received by Dr. Kinney with respect to fiscal year 2023.

  14. DIRECTOR COMPENSATION - FISCAL YEAR 2023

    | 18 | | 2024 PROXY STATEMENT |

  15. DIRECTOR COMPENSATION - FISCAL YEAR 2023

    DIRECTOR COMPENSATION - FISCAL YEAR 2023 The following table sets forth the compensation paid to our non-employee directors in our fiscal year 2023.

  16. DIRECTOR COMPENSATION - FISCAL YEAR 2023

    | Name | Fees Earned or Paid in Cash(1) ($) | Option Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Paula K. Cobb | 75,000 | 833,483 | — | 908,483 | | Richard T. Collier | 79,000 | 833,483 | — | 912,483 | | Shane M. Cooke | 83,781 | 833,483 | — | 917,264 | | William H. Dunn, Jr.(4) | 37,808 | 1,666,965 | — | 1,704,773 | | Lars G. Ekman | 90,000 | 833,483 | — | 923,483 | | K. Anders O. Härfstrand | 74,000 | 833,483 | — | 907,483 | | Helen S. Kim | 63,151 | 833,483 | — | 896,634 | | Oleg Nodelman(5) | — | — | — | — | | Sanjiv K. Patel(6) | 32,910 | — | — | 32,910 | | Dennis J. Selkoe | 60,000 | 833,483 | 8,250 | 901,733 |

  17. DIRECTOR COMPENSATION - FISCAL YEAR 2023

    | (1) Consists of Board retainer, committee chair, and committee service fees, as described in the narrative above, prorated as necessary to reflect time of service on the Board and/or committee thereof. |

  18. DIRECTOR COMPENSATION - FISCAL YEAR 2023

    | (2) Consists of nonqualified stock options awarded under the 2018 LTIP. These amounts do not reflect compensation actually received. Rather, these amounts represent the grant date fair value of the options awarded in fiscal year 2023, calculated in accordance with Financial Accounting Standards Board ASC Topic 718. For a discussion of the assumptions made in calculating the values reflected, see Note 9 of the Consolidated Financial Statements included in our Annual Report on Form 10-K for our fiscal year 2023, filed with the SEC on February 22, 2024 (our “Form 10-K”). Except in the case of Dr. Dunn, the amounts reported represent the grant date fair value of options granted on May 17, 2023, to acquire 15,000 shares, which options have an exercise price of $76.00 per share (the fair market value per share on the date of grant), vest on the earlier of the first anniversary of the grant date or the day of the next annual general meeting of shareholders (subject to continuous service as a director until such vesting date), and have a ten-year term. In the case of Dr. Dunn, the amount reported represents the grant date fair value of options granted on May 17, 2023, to acquire 30,000 shares, which options have an exercise price of $76.00 per share (the fair market value per share on the date of grant), vest in equal annual installments over three years following the grant date with the final year vesting date being the earlier of the third anniversary of the grant date or the day of the annual general meeting of shareholders for that year (subject to continuous service as a director until each such vesting date, except in the event of certain terminations of service), and have a ten-year term. |

  19. DIRECTOR COMPENSATION - FISCAL YEAR 2023

    | (3) Consists of consulting fees paid pursuant to a consulting arrangement with the Company’s wholly-owned subsidiary, Prothena Biosciences Inc, under which Dr. Selkoe provides consulting services in connection with the Company’s assessment of potential business development opportunities and matters related to partnered collaboration programs. |

  20. DIRECTOR COMPENSATION - FISCAL YEAR 2023

    | (4) Dr. Dunn was appointed to the Board on May 16, 2023, and his cash compensation was pro-rated for his service as a director in 2023. |

  21. DIRECTOR COMPENSATION - FISCAL YEAR 2023

    | (5) Mr. Nodelman has declined to receive any cash or equity compensation for his service as a director. |

  22. DIRECTOR COMPENSATION - FISCAL YEAR 2023

    | (6) Dr. Patel resigned from the Board effective as of July 1, 2023, and his cash compensation was pro-rated for his service as a director in fiscal year 2023. |

  23. DIRECTOR COMPENSATION - FISCAL YEAR 2023

    As of the end of our fiscal year 2023, the total number of shares subject to outstanding option awards held by each non-employee director serving during fiscal year 2023 were as set forth in the following table. No other equity awards were held by our non-employee directors as of the end of our fiscal year 2023.

  24. DIRECTOR COMPENSATION - FISCAL YEAR 2023

    | Name | Outstanding Option Awards (Shares) | | Paula K. Cobb | 97,500 | | Richard T. Collier | 116,554 | | Shane M. Cooke | 116,554 | | William H. Dunn, Jr. | 30,000 | | Lars G. Ekman | 116,544 | | K. Anders O. Härfstrand | 122,614 | | Helen S. Kim | 45,000 | | Oleg Nodelman | — | | Sanjiv K. Patel | — | | Dennis J. Selkoe | 85,044 |

  25. DIRECTOR COMPENSATION - FISCAL YEAR 2023

    | | 2024 PROXY STATEMENT | 19 |

  26. DIRECTOR COMPENSATION - FISCAL YEAR 2023

    | PROPOSAL NO. 2 | RATIFICATION, IN A NON-BINDING VOTE, OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR 2024 AND AUTHORIZATION, IN A BINDING VOTE, OF OUR BOARD OF DIRECTORS, ACTING THROUGH ITS AUDIT COMMITTEE, TO APPROVE THE REMUNERATION OF THAT AUDITOR |

  27. DIRECTOR COMPENSATION - FISCAL YEAR 2023

    The Audit Committee is responsible for the appointment of our independent accounting firm. The Audit Committee has appointed KPMG LLP, a registered public accounting firm, as our independent accounting firm to audit our consolidated financial statements for our fiscal year ending December 31, 2024, and our shareholders are being asked to ratify that appointment and authorize the Board of Directors, acting through its Audit Committee, to approve the remuneration of KPMG LLP as our auditor. Neither our Constitution nor Irish law requires shareholder ratification of the appointment of KPMG LLP as our independent registered public accounting firm. Our Board is nonetheless submitting the appointment of KPMG LLP to our shareholders for ratification, in a non-binding vote, as a matter of good governance. The Board is also requesting that shareholders authorize, in a binding vote, the Board, acting through its Audit Committee, to approve the remuneration of KPMG LLP as our auditor. If our shareholders fail to ratify such appointment of KPMG LLP, the Audit Committee will reconsider whether or not to retain KPMG LLP, but may still determine to maintain its appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year 2024. Even if the appointment of KPMG LLP is ratified by our shareholders, the Audit Committee may appoint a different independent registered public accounting firm at any time if the Committee determines that such a change would be in the best interests of the Company and its shareholders. KPMG LLP has audited our financial statements since the year ended December 31, 2012. Representatives of KPMG LLP are expected to attend the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

  28. BOARD OF DIRECTORS

    BOARD OF DIRECTORS The information in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether before or after the date hereof and irrespective of any general incorporation language in any such filing. The primary purpose of the Audit Committee is to oversee the Company’s financial reporting processes on behalf of our Board. The Audit Committee’s functions are more fully described in its charter, which is available on our website at https://ir.prothena.com/corporate-governance. Management has the primary responsibility for our financial statements and reporting processes including our systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the Company’s audited consolidated financial statements as of and for the year ended December 31, 2023. The Audit Committee reviewed and discussed with KPMG LLP, the Company’s independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the U.S. Securities and Exchange Commission. In addition, the Audit Committee discussed with KPMG LLP their independence, and received from KPMG LLP and reviewed the written disclosures and the letter required by applicable requirements of the PCAOB regarding KPMG LLP’s communications with the Audit Committee concerning independence. Finally, the Audit Committee discussed with KPMG LLP, with and without management present, the scope and results of KPMG LLP’s audit of such financial statements. Based on these reviews and discussions, the Audit Committee recommended to our Board that such audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for filing with the U.S. Securities and Exchange Commission.

  29. BOARD OF DIRECTORS

    | Shane M. Cooke (Committee Chair) Richard T. Collier K. Anders O. Härfstrand |

  30. BOARD OF DIRECTORS

    | | 2024 PROXY STATEMENT | 21 |

  31. BOARD OF DIRECTORS

    | PROPOSAL NO. 3 | APPROVAL, IN A NON-BINDING ADVISORY VOTE, OF THE COMPENSATION OF OUR EXECUTIVE OFFICERS NAMED IN THIS PROXY STATEMENT (“SAY-ON-PAY”) |

  32. The Objective of Our Executive Compensation Programs

    | • | Align compensation with corporate strategies, business and financial objectives, operational needs, and the long-term interests of our shareholders; |

  33. How We Determine Executive Compensation

    How We Determine Executive Compensation The Compensation Committee is Responsible for Executive Compensation. The Committee makes all decisions on compensation to our executive officers other than our Chief Executive Officer. In the case of our Chief Executive Officer, the Committee makes recommendations to the Board regarding his compensation, and the Board (excluding the Chief Executive Officer) makes all final decisions on his compensation. Information on the Committee and its responsibilities is provided in this Proxy Statement under the heading Corporate Governance and Board Matters - Board Committees - Compensation Committee. The Committee Utilizes an Independent Compensation Consultant. The Committee annually retains an independent executive compensation consultant to assist the Committee in making informed decisions on executive officer compensation. For fiscal year 2023 compensation decisions, the Committee retained Aon, as its independent executive compensation consultant. Aon was engaged directly by the Committee, after the Committee assessed Aon’s independence from the Company and its management. This process is repeated annually before the Committee selects its executive compensation consultant for that year. Aon was engaged by the Committee to prepare and present a data-based assessment of compensation programs for our executive officers, with comparisons to those of “peer” companies and input on their appropriateness in accomplishing the Committee’s objectives. Aon was also asked to provide to the Committee specific recommendations on our executive compensation programs generally. The Committee Selects a Peer Group. For 2023, the Committee approved a “peer group” of companies to assist the Committee in its annual compensation assessments and decision-making. At the Committee’s instruction, Aon used criteria based on (a) industry sector, stage of development and geography (biotechnology companies in Phase 1 to 3 of clinical development, and companies located in the San Francisco, California area or other biotechnology hub markets that reflect Prothena’s talent market), (b) market capitalization between $400 million and $4.0 billion (based on the Company’s then-market capitalization of approximately $1.4 billion), and (c) number of employees (generally under 300 employees). These criteria were used to develop a recommended list of peer companies, which Aon presented to the Committee. As a result of this analysis, Anavex Life Sciences Corp., ImmunoGen, Inc., Krystal Biotech, Inc., and Sangamo Therapeutics, Inc. were added to our peer group; Allakos, Inc., Atara Biotherapeutics, Inc., Quince Therapeutics, Inc. (formerly Cortexyme, Inc.), Intra-Cellular Therapies, Inc., Protagonist Therapeutics, Inc., and Turning Point Therapeutics, Inc. were removed from our peer group. The peer group companies identified by Aon and considered, discussed, and approved by the Committee to assist the Committee in its evaluation of 2023 compensation decisions were:

  34. How We Determine Executive Compensation

    For competitive assessment purposes, Aon used executive compensation data publicly reported by these peer group companies (i.e., proxy statement data), as well as data from Aon’s Global Life Science Survey for other publicly-traded pre-commercial biotechnology companies with characteristics (e.g., market capitalization, stage of development, and number of employees) deemed comparable to these peer group companies and the Company.

  35. Executive Compensation for Fiscal Year 2023

    Executive Compensation for Fiscal Year 2023 The three key elements of our executive officer compensation programs for fiscal year 2023 were: base salaries, annual cash bonuses, and long-term incentive compensation in the form of stock option awards. In addition, the Committee (or the Board) has approved arrangements providing for certain payments and benefits in the event of certain terminations of employment. Base Salaries. Base salaries are intended to compensate our executive officers for serving as the senior members of our executive team. Salaries are also considered an important element of compensation necessary to retain the Company’s executive officers in a highly competitive market place. To accomplish these objectives, the Committee reviews and sets base salaries annually, taking into account many factors including but not limited to market competition for a particular position (typically evaluating the 50th percentile of the market data specific to each executive officer’s position); experience and past performance inside or outside the Company; role and responsibilities with the Company; tenure with the Company and associated institutional knowledge; innovative thinking and leadership; personal performance and contributions; succession planning; and past and future performance, and any other factors which the Committee considers appropriate to accomplish the purposes of this element of executive compensation.

  36. Executive Compensation for Fiscal Year 2023

    The base salaries approved in early 2023 for our named executive officers were as follows: Dr. Kinney - $635,591; Mr. Nguyen - $563,646; Dr. Garren - $540,225; Mr. Smith - $505,575; and Ms. Karp - $499,728. Dr. Kinney’s salary resulted from the Board’s approval of a 5.0% increase to his base salary, after considering the market data provided by Aon and consistent with the budgeted standard merit increase for the general employee population. Based on the same considerations, the salaries of Dr. Garren, Mr. Smith, and Ms. Karp, reflect the Committee’s approval of 5.0% increases to their base salaries. Mr. Nguyen’s base salary was increased by 16.4% to further align his base salary to his job responsibilities of both Chief Strategy Officer and Chief Financial Officer. Annual Cash Bonuses. Annual cash bonus opportunities are intended principally to motivate executive officers to achieve pre-determined annual operational and financial (“corporate”) objectives set by the Committee and the Board to promote achievement of our business strategies and support shareholder value creation. Following the end of each fiscal year, the Committee and the Board determine to what extent those corporate objectives were met, based on a review of the degree of achievement of each individual corporate objective. The annual cash bonuses for our executive officers other than the Chief Executive Officer are based 75% on the Company’s achievement of those corporate objectives and 25% on individual performance as determined by the Committee based on assessments by and a report from the Chief Executive Officer on each such executive officer’s individual performance (relative to the pre-determined corporate objectives as well as more generally). Our Chief Executive Officer’s annual cash bonus depends exclusively on the Company’s achievement of the pre-established corporate objectives. The Committee believes that corporate objectives are appropriate to ensure all executive officers are working together toward those goals, and that individual performance is an appropriate additional consideration to reward individual contributions to the Company’s overall success. These cash bonus awards are made under our Incentive Compensation Plan (the “ICP”) and are shown in the Grants of Plan-Based Awards - Fiscal Year 2023 table below. In determining the targeted annual cash bonus opportunity for each named executive officer at the beginning of fiscal year 2023, the Committee considered Aon’s market data on targeted annual cash bonus opportunity and total targeted annual cash compensation among our peers. The Committee also considered the experience, performance, and criticality of each executive officer. Based on these considerations, the Committee determined each executive officer’s targeted annual cash bonus. Targeted annual cash bonuses are expressed as a percentage of base salary earned during the performance period. At the beginning of fiscal year 2023, the Committee determined not to change the target bonuses of our named executive officers from their respective levels set in 2022. Specifically, the Committee recommended and the Board approved setting Dr. Kinney’s targeted cash bonus at 60% of his base salary earned in 2023, the Committee set Mr. Nguyen’s, Dr. Garren’s, and Mr. Smith’s cash bonuses at 50% of their respective base salaries earned in 2023, and the Committee set Ms. Karp’s targeted cash bonus at 40% of her base salary earned in 2023. The maximum cash bonus that could have been earned by the named executive officers was 150% of their respective target bonuses. In setting these target bonus opportunities, the Committee determined that a higher target bonus opportunity for the Chief Executive Officer, relative to the other executive officers, was appropriate because of the position and responsibilities that our Chief Executive Officer holds. The Committee further determined that the target bonus opportunities for Mr. Nguyen, Dr. Garren, and Mr. Smith (all at 50%) and Ms. Karp (40%) continued to be appropriate based on a review of market factors, as well as, the corporate duties and responsibilities of each such officer. For fiscal year 2023, the Committee (and the Board, with respect to Dr. Kinney) established pre-determined corporate objectives that it considered critical to the near- and long-term success of the Company. No payout would be earned if achievement of these objectives in the aggregate was below 60% of target. Those objectives were as set forth below, with the weightings shown. The Committee and Board considered these objectives as constituting an appropriate balance of being realistic but challenging, and that exceeding these objectives would, as a whole, require significant “stretch” performance.

  37. Executive Compensation for Fiscal Year 2023

    Actual attainment of these objectives, as determined by the Committee and the Board, is shown above. Based on this assessment and the overall performance of the Company, the Committee and the Board determined that Company performance largely achieved the pre-determined corporate objectives in the aggregate, resulting in achievement of 95% of target. Based on Dr. Kinney’s assessment and report to the Committee on each other named executive officer’s individual performance, the Committee approved annual cash bonuses to the named executive officers (other than Dr. Kinney) at 96.25% of their targeted annual cash bonuses, based on aggregated performance against both corporate and individual performance objectives. The Committee recommended to the Board that Dr. Kinney’s annual cash bonus be 95% of his targeted annual bonus opportunity - consistent with the Committee’s determination described above - which recommendation was considered, discussed, and approved by the Board. The actual annual cash bonus paid to each named executive officer for fiscal year 2023 performance is set forth in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table - Fiscal Year 2023 below. Long-Term Incentive Compensation. Long-term incentives are an important element of our executive compensation that the Committee uses primarily to motivate our executive officers to increase shareholder value by encouraging them to identify, pursue, and invest in appropriate long-term strategies and secondarily to retain executive officers. The long-term incentives granted to our named executive officers for fiscal year 2023 were solely in the form of nonqualified stock options awarded under the 2018 LTIP. We use stock options to link executive officer compensation directly to increases in the price of our ordinary shares, which directly reflects shareholder value. All stock options are granted with an exercise price equal to the fair market value (as defined by the 2018 LTIP) of our ordinary shares on the date of grant, and they require continued employment for four years in order to vest fully (except in the case of certain terminations of employment). Stock options therefore compensate our executive officers only if our share price increases after the date of grant and the executive officer remains employed for the periods required for the stock option to become exercisable. The Committee thus considers stock options to be a particularly effective incentive and retention tool because they motivate our executive officers to increase shareholder value and remain with the Company. In determining the value and form of long-term incentive compensation to be provided to each named executive officer in February 2023, the Committee considered Aon’s market data, including:

  38. Executive Compensation for Fiscal Year 2023

    | • | The prevalence of other forms of equity-based incentive compensation used by the peer group companies; |

  39. Executive Compensation for Fiscal Year 2023

    | • | For each executive officer, the grant date Black-Scholes value of the annual stock option awarded to the executive officer in 2022, and as a general reference, Aon’s market data for the 50th and 75th percentiles and the number of option shares that would be required to align with those 50th and 75th percentiles (although the Committee did not necessarily target that range); |

  40. Executive Compensation for Fiscal Year 2023

    | • | For each executive officer and all executive officers as a whole, the annual stock options awarded in 2022 as a percent of the Company’s outstanding shares, with comparisons to the peer group data for that year; |

  41. Executive Compensation for Fiscal Year 2023

    | • | For all executive officers as a whole, the grant-date values of the annual stock options awarded in 2022, with comparisons to the peer group data for that year; |

  42. Executive Compensation for Fiscal Year 2023

    | • | Other market data on equity compensation practices, including with respect to “burn rate” and dilution (“overhang”); and |

  43. Executive Compensation for Fiscal Year 2023

    | • | Each executive officer’s total targeted direct compensation relative to the peer group data. |

  44. Executive Compensation for Fiscal Year 2023

    The Committee also considered the relative position, experience, performance, and criticality of each named executive officer. The Committee considered it critical to retain these executive officers to meet 2023 and longer-term objectives and decided that time-vested stock options continued to be the best vehicle to serve that retention need. The Committee considered the use of one or more performance-based option awards to Dr. Kinney, but decided not to use this vehicle in 2023 because, given the current business environment, it determined that it did not have an adequate line of sight to issue performance-based option awards with a sufficiently differentiated term and focus from objectives already covered under annual corporate objectives nor with a readily measurable long-term performance period. However, the Committee will continue to evaluate the potential use of performance-based option awards for Dr. Kinney in the future. Based on all the above considerations, in 2023, the Committee approved annual stock option awards to each of our named executive officers other than Dr. Kinney, i.e., Mr. Nguyen, Dr. Garren, Mr. Smith, and Ms. Karp, and the Board approved an annual stock option award for Dr. Kinney. Those stock options vest as to 25% of the shares subject to the option on the first anniversary of the grant date and as to 1/48th of the shares subject to the option on each monthly anniversary thereafter, subject to continued employment on each applicable vesting date (except in the event of certain terminations of employment, as described below under the heading Change in Control and Severance Arrangements). The stock options granted to our named executive officers in fiscal year 2023 and the grant date fair value of those options are set forth in the Summary Compensation Table - Fiscal Year 2023 and the Grants of Plan-Based Awards - Fiscal Year 2023 table below. Deferred Compensation. Our named executive officers were eligible to participate in our tax-qualified 401(k) plan on the same terms as all other U.S. employees. The Company makes non-discretionary contributions to the accounts of all participants in the 401(k) plan, equal to 3.0% of each participant’s eligible earnings in 2023, and may also make discretionary matching contributions to all participants’ accounts (which it did for fiscal year 2023, equal to 1.5% of each participant’s eligible earnings in 2023), so long as each participant had deferred an equal number of dollars into their 401(k) plan account during 2023. Perquisites and Other Personal Benefits. No perquisites or other personal benefits are provided to our named executive officers.

  45. Employment and Severance Arrangements

    Employment and Severance Arrangements Dr. Kinney. In connection with his appointment as our Chief Executive Officer in September 2016, we entered into an employment agreement with Dr. Kinney that sets forth the terms and conditions of his employment as our Chief Executive Officer. That employment agreement provides for an annual base salary of $500,000, which has subsequently been increased as described above, as well as a targeted annual cash bonus equal to 60% of his base salary earned in each performance year. Dr. Kinney’s employment agreement also provides for certain severance payments and benefits in the event of a qualifying termination of his employment. We have also awarded stock options to Dr. Kinney containing accelerated vesting provisions in the event of a qualifying termination of his employment. The material terms of that employment agreement and those stock options, as they relate to certain potential terminations of Dr. Kinney’s employment, are described below under the heading Change in Control and Severance Arrangements - Gene G. Kinney. The Committee and the Board considered these arrangements to be necessary in order to secure Dr. Kinney’s services as our President and Chief Executive Officer, as well as generally consistent with peer group data presented to the Committee by its independent compensation consultant. The Committee and the Board believe that these arrangements ensure that Dr. Kinney focuses solely on the best interests of our shareholders in the event of a possible, threatened, or pending change in control, despite how a change in control might affect him personally. We believe these change in control arrangements therefore serve as an important retention tool and help retain, stabilize, and focus Dr. Kinney in the event of a change in control.

  46. Employment and Severance Arrangements

    | 42 | | 2024 PROXY STATEMENT |

  47. Employment and Severance Arrangements

    REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS Other Named Executive Officers. Each of Mr. Nguyen, Dr. Garren, Mr. Smith, and Ms. Karp, are eligible to participate in our Amended and Restated Severance Plan (the “Severance Plan”), which provides for certain severance payments and benefits in the event of a qualifying termination of employment. In addition, they have each been awarded stock options containing certain accelerated vesting provisions in the event of a qualifying termination of employment. The material terms of the Severance Plan and these option agreements, as they relate to certain potential terminations of employment, are described below under the heading Change in Control and Severance Arrangements - Other Named Executive Officers. For the same reasons described above with respect to Dr. Kinney, the Committee considered these arrangements to be necessary in order to secure the services of these named executive officers and an important retention tool that helps retain, stabilize, and focus our executive officers in the event of a change of control.

  48. Summary Compensation Table - Fiscal Year 2023

    Summary Compensation Table - Fiscal Year 2023

  49. Summary Compensation Table - Fiscal Year 2023

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Gene G. Kinney, Ph.D. President and Chief Executive Officer | 2023 | 630,547 | — | 6,039,017 | 359,412 | 14,850 | 7,043,826 | | | 2022 | 600,521 | — | 5,705,925 | 414,359 | 15,250 | 6,736,055 | | | 2021 | 573,250 | — | 3,900,675 | 429,938 | 14,500 | 4,918,363 | | Tran B. Nguyen Chief Strategy Officer and Chief Financial Officer | 2023 | 550,410 | — | 1,870,147 | 264,885 | 14,850 | 2,700,292 | | | 2022 | 480,389 | — | 1,940,015 | 267,216 | 15,250 | 2,702,870 | | | 2021 | 458,574 | — | 1,310,627 | 272,278 | 14,500 | 2,055,979 | | Hideki Garren, M.D., Ph.D. Chief Medical Officer | 2023 | 535,938 | — | 1,870,147 | 257,920 | 14,850 | 2,678,855 | | | 2022 | 510,417 | — | 1,940,015 | 283,919 | 15,250 | 2,749,601 | | | 2021 | 364,044 | 50,000(4) | 4,319,200 | 290,938 | 14,500 | 5,038,682 | | Brandon S. Smith Chief Operating Officer | 2023 | 501,563 | — | 1,870,147 | 241,377 | 14,850 | 2,627,937 | | | 2022 | 476,250 | — | 1,940,015 | 264,914 | 15,250 | 2,696,429 | | | 2021 | 420,667 | — | 2,113,654 | 213,176 | 14,500 | 2,761,997 | | Carol D. Karp Chief Regulatory Officer | 2023 | 495,762 | — | 1,870,147 | 190,868 | 14,850 | 2,571,627 | | | 2022 | 472,154 | — | 1,940,015 | 210,108 | 15,250 | 2,637,527 | | | 2021 | 450,713 | — | 873,751 | 214,089 | 14,500 | 1,553,053 |

  50. Summary Compensation Table - Fiscal Year 2023

    | (1) For 2023, consists of NQSOs (nonqualified stock options) awarded under our 2018 Long Term Incentive Plan, as amended (the “2018 LTIP”). These amounts do not reflect compensation actually received. Rather, these amounts represent the grant date fair value of the options awarded, calculated in accordance with Financial Accounting Standards Board ASC Topic 718. For a discussion of the assumptions made in calculating the values reflected for fiscal year 2023, see Note 9 of the Consolidated Financial Statements included in our Form 10-K. |

  51. Summary Compensation Table - Fiscal Year 2023

    | (2) Consists of cash bonuses paid under our Incentive Compensation Plan (the “ICP”) for the fiscal year performance periods indicated (these bonuses were paid in the subsequent year, but are reported for the fiscal year for which they were earned). For more information, see the Grants of Plan Based Awards - Fiscal Year 2023 table below. |

  52. Summary Compensation Table - Fiscal Year 2023

    | (3) Consists only of Company contributions to the named executive officer’s account under the Company’s tax-qualified 401(k) defined contribution plan. |

  53. Summary Compensation Table - Fiscal Year 2023

    | (4) Consists of a retention bonus paid to Dr. Garren in connection with the commencement of his employment and appointment as our Chief Medical Officer. |

  54. Summary Compensation Table - Fiscal Year 2023

    | 44 | | 2024 PROXY STATEMENT |

  55. Summary Compensation Table - Fiscal Year 2023

    The following table shows all plan-based awards granted to our named executive officers during our fiscal year 2023.

  56. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  57. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  58. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards(1) | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Gene G. Kinney | 620,000 | — | 15.04 | 06/21/2028 | | | 245,000 | — | 13.53 | 02/27/2029 | | | 191,666 | 8,334(2) | 12.15 | 02/25/2030 | | | 50,000 | — | 12.15 | 02/25/2030 | | | 59,090 | — | 22.85 | 03/11/2025 | | | 40,625 | — | 22.85 | 02/24/2026 | | | 25,125 | — | 22.85 | 09/01/2026 | | | 16,759 | — | 22.85 | 11/02/2026 | | | 62,500 | — | 22.85 | 02/22/2027 | | | 140,601 | — | 22.85 | 02/21/2028 | | | 177,083 | 72,917(3) | 22.60 | 02/25/2031 | | | 114,583 | 135,417(4) | 32.45 | 02/23/2032 | | | — | 155,000(5) | 52.97 | 03/02/2033 | | Tran B. Nguyen | 250,000 | — | 15.04 | 06/21/2028 | | | 95,000 | — | 13.53 | 02/27/2029 | | | 100,625 | 4,375(2) | 12.15 | 02/25/2030 | | | 40,625 | — | 22.85 | 02/24/2026 | | | 39,062 | — | 22.85 | 02/22/2027 | | | 60,150 | — | 22.85 | 02/21/2028 | | | 59,500 | 24,500(3) | 22.60 | 02/25/2031 | | | 38,958 | 46,042(4) | 32.45 | 02/23/2032 | | | — | 48,000(5) | 52.97 | 03/02/2033 | | Hideki Garren | 108,666 | 83,334(6) | 24.90 | 04/05/2031 | | | 38,958 | 46,042(4) | 32.45 | 02/23/2032 | | | — | 48,000(5) | 52.97 | 03/02/2033 | | Brandon S. Smith | 203,667 | 15,000(7) | 11.12 | 03/02/2030 | | | 39,666 | 16,334(3) | 22.60 | 02/25/2031 | | | 14,062 | 10,938(8) | 70.81 | 09/29/2031 | | | 38,958 | 46,042(4) | 32.45 | 02/23/2032 | | | — | 48,000(5) | 52.97 | 03/02/2033 |

  59. Outstanding Equity Awards at Fiscal Year-End

    | 46 | | 2024 PROXY STATEMENT |

  60. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards(1) | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Carol D. Karp | 120,000 | — | 15.04 | 06/21/2028 | | | 35,000 | — | 13.53 | 02/27/2029 | | | 42,083 | 2,917(2) | 12.15 | 02/25/2030 | | | 51,282 | — | 22.85 | 12/14/2026 | | | 45,112 | — | 22.85 | 02/21/2028 | | | 39,666 | 16,334(3) | 22.60 | 02/25/2031 | | | 38,958 | 46,042(4) | 32.45 | 02/23/2032 | | | — | 48,000(5) | 52.97 | 03/02/2033 |

  61. Outstanding Equity Awards at Fiscal Year-End

    | (1) All option awards were granted under our 2012 LTIP, our 2018 LTIP, or our 2020 EIIP, and are subject to accelerated vesting in the event of certain terminations of employment, as further described below under the heading Potential Payments and Benefits upon Termination of Employment. |

  62. Outstanding Equity Awards at Fiscal Year-End

    | (2) These option awards have a four-year vesting schedule from a vesting commencement date of February 25, 2020, with 25% of the shares subject to the option vesting on the first anniversary of the vesting commencement date, and the remainder vesting in equal monthly installments over the next three years thereafter (subject to continued employment). |

  63. Outstanding Equity Awards at Fiscal Year-End

    | (3) These option awards have a four-year vesting schedule from a vesting commencement date of February 25, 2021, with 25% of the shares subject to the option vesting on the first anniversary of the vesting commencement date, and the remainder vesting in equal monthly installments over the next three years thereafter (subject to continued employment). |

  64. Outstanding Equity Awards at Fiscal Year-End

    | (4) These option awards have a four-year vesting schedule from a vesting commencement date of February 23, 2022, with 25% of the shares subject to the option vesting on the first anniversary of the vesting commencement date, and the remainder vesting in equal monthly installments over the next three years thereafter (subject to continued employment). |

  65. Outstanding Equity Awards at Fiscal Year-End

    | (5) These option awards have a four-year vesting schedule from a vesting commencement date of March 2, 2023, with 25% of the shares subject to the option vesting on the first anniversary of the vesting commencement date, and the remainder vesting in equal monthly installments over the next three years thereafter (subject to continued employment). |

  66. Outstanding Equity Awards at Fiscal Year-End

    | (6) This option award has a four-year vesting schedule from a vesting commencement date of April 5, 2021, with 25% of the shares subject to the option vesting on the first anniversary of the vesting commencement date, and the remainder vesting in equal monthly installments over the three years thereafter (subject to continued employment). |

  67. Outstanding Equity Awards at Fiscal Year-End

    | (7) This option award has a four-year vesting schedule from a vesting commencement date of March 2, 2020, with 25% of the shares subject to the option vesting on the first anniversary of the vesting commencement date, and the remainder vesting in equal monthly installments over the three years thereafter (subject to continued employment). |

  68. Outstanding Equity Awards at Fiscal Year-End

    | (8) This option award has a four-year vesting schedule from a vesting commencement date of September 29, 2021, with 25% of the shares subject to the option vesting on the first anniversary of the vesting commencement date, and the remainder vesting in equal monthly installments over the three years thereafter (subject to continued employment). |

  69. Outstanding Equity Awards at Fiscal Year-End

    The following table shows options exercised by our named executive officers during fiscal year 2023.

  70. Options Exercised and Stock Vested(1)

    Options Exercised and Stock Vested(1)

  71. Potential Payments and Benefits upon Termination of Employment

    Potential Payments and Benefits upon Termination of Employment The following table shows the potential payments and benefits that the Company would be obligated to make or provide upon termination of employment of each of our named executive officers. Amounts shown do not include salary, any bonus earned but not paid through the date of termination, accrued but unused vacation time or amounts or benefits required to be paid or provided by law and applicable to all employees. For purposes of this table, it is assumed that each named executive officer’s employment terminated at the close of business on December 31, 2023, the last day of our fiscal year 2023. Following this table, under the heading Change in Control and Severance Arrangements, is a narrative description of the arrangements under which these potential payments and benefits could be provided.

  72. Potential Payments and Benefits upon Termination of Employment

    | | | Termination by Company(1) | | | Termination by Executive(1) | | | | | Name | Nature of Payment or Benefit | For Cause | Due to a Business Condition | For Any Other Reason | Due to Voluntary Resignation | For Good Reason | Due to Death or Disability | Termination Following Change in Control(2) | | Gene G. Kinney | Cash Severance(3) | — | 794,489 | 794,489 | — | 794,489 | 794,489 | 1,271,182 | | | Cash Bonus(3) | — | 381,355 | 381,355 | — | 381,355 | 381,355 | 762,709 | | | Accelerated Options(4) | — | 1,568,167 | 1,568,167 | — | 1,568,167 | 1,730,251 | 1,730,251 | | | COBRA Coverage(5) | — | 38,778 | 38,778 | — | 38,778 | 38,778 | 38,778 | | | Career Assistance(6) | — | 15,000 | 15,000 | — | 15,000 | 15,000 | 15,000 | | | Total | $— | $2,797,789 | $2,797,789 | $— | $2,797,789 | $2,959,873 | $3,817,920 | | Tran B. Nguyen | Cash Severance(3) | — | 563,646 | — | — | 563,646 | — | 845,469 | | | Cash Bonus(3) | — | 281,823 | — | — | 281,823 | — | 422,735 | | | Accelerated Options(4) | — | 477,034 | — | — | 477,034 | 621,565 | 621,565 | | | COBRA Coverage(5) | — | 22,814 | — | — | 22,814 | — | 34,221 | | | Career Assistance(6) | — | 15,000 | — | — | 15,000 | — | 15,000 | | | Total | $— | $1,360,317 | $— | $— | $1,360,317 | $621,565 | $1,938,990 | | Hideki Garren | Cash Severance(3) | — | 540,225 | — | — | 540,225 | — | 810,338 | | | Cash Bonus(3) | — | 270,113 | — | — | 270,113 | — | 405,169 | | | Accelerated Options(4) | — | 797,663 | — | — | 797,663 | 1,132,444 | 1,132,444 | | | COBRA Coverage(5) | — | 36,450 | — | — | 36,450 | — | 54,675 | | | Career Assistance(6) | — | 15,000 | — | — | 15,000 | — | 15,000 | | | Total | $— | $1,659,451 | $— | $— | $1,659,451 | $1,132,444 | $2,417,626 | | Brandon S. Smith | Cash Severance(3) | — | 505,575 | — | — | 505,575 | — | 758,363 | | | Cash Bonus(3) | — | 252,788 | — | — | 252,788 | — | 379,181 | | | Accelerated Options(4) | — | 653,323 | — | — | 653,323 | 781,833 | 781,833 | | | COBRA Coverage(5) | — | 36,450 | — | — | 36,450 | — | 54,675 | | | Career Assistance(6) | — | 15,000 | — | — | 15,000 | — | 15,000 | | | Total | $— | $1,463,136 | $— | $— | $1,463,136 | $781,833 | $1,989,052 | | Carol D. Karp | Cash Severance(3) | — | 499,728 | — | — | 499,728 | — | 749,592 | | | Cash Bonus(3) | — | 199,891 | — | — | 199,891 | — | 299,837 | | | Accelerated Options(4) | — | 345,585 | — | — | 345,585 | 474,095 | 474,095 | | | COBRA Coverage(5) | — | 25,852 | — | — | 25,852 | — | 38,778 | | | Career Assistance(6) | — | 15,000 | — | — | 15,000 | — | 15,000 | | | Total | $— | $1,086,056 | $— | $— | $1,086,056 | $474,095 | $1,577,302 |

  73. Potential Payments and Benefits upon Termination of Employment

    | (1) Occurring outside of the 24-month period commencing on the consummation of a Change in Control, as defined in the Employment Agreement (in the case of Dr. Kinney) or the Severance Plan (in the case of the other named executive officers) and the executive officer’s option award agreements. For more information, see the narrative description below under the heading Change in Control and Severance Arrangements. |

  74. Potential Payments and Benefits upon Termination of Employment

    | 48 | | 2024 PROXY STATEMENT |

  75. Potential Payments and Benefits upon Termination of Employment

    | (2) Due to (a) death or disability, (b) termination without Cause or resignation for Good Reason under the Employment Agreement and option agreements (in the case of Dr. Kinney) or the option agreements (in the case of the other named executive officers), or (c) a Triggering Event under the Severance Plan (in the case of the other named executive officers), in each case occurring within the 24-month period commencing on the consummation of a Change in Control, as defined in the Employment Agreement (in the case of Dr. Kinney) or the Severance Plan (in the case of the other named executive officers) and the executive officer’s option award agreements. For more information, see the narrative description below under the heading Change in Control and Severance Arrangements. |

  76. Potential Payments and Benefits upon Termination of Employment

    | (3) Consists of the applicable multiple of annual base salary and targeted annual cash bonus pursuant to the Employment Agreement (in the case of Dr. Kinney) or the Severance Plan (in the case of the other named executive officers). |

  77. Potential Payments and Benefits upon Termination of Employment

    | (4) Consists of the in-the-money value of certain unvested nonqualified stock options as of December 29, 2023 at the closing market price per share of our ordinary shares ($36.34) on December 29, 2023, the last trading date of fiscal year 2023. For more information, see the footnotes to the Outstanding Equity Awards at Fiscal Year-End - Fiscal Year 2023 table above. |

  78. Potential Payments and Benefits upon Termination of Employment

    | (5) Amounts shown are estimates of what the Company would pay in COBRA premiums for continued medical, dental and vision coverage after a qualifying termination of employment. The reported amounts (a) include only the portion of the COBRA premiums for the executive officer and his or her covered dependents that exceeds the amount the executive officer would have paid as an employee, (b) assume that the executive officer and all covered dependents do not cease to be eligible for COBRA during the relevant period, and (c) assume that the executive officer does not become eligible to receive new healthcare coverage during the relevant period. |

  79. Potential Payments and Benefits upon Termination of Employment

    | (6) Amounts shown are estimates of what the Company would pay to provide career transition assistance to the executive officer. The reported amounts assume that the executive officer (a) commences this assistance within 60 days following the date his or her employment terminates, and (b) uses this benefit for the full 12 months it is available to the executive officer. |

  80. Pay Ratio of Chief Executive Officer to Median Employee

    Pay Ratio of Chief Executive Officer to Median Employee The total compensation in 2023 of Dr. Kinney, our President and Chief Executive Officer, was approximately 24 times the median total compensation in 2023 of all of our other employees. The total compensation in 2023 of Dr. Kinney was $7,043,826. The median of the total compensation in 2023 of all other employees was $297,683. We calculated this median employee’s total compensation for 2023 using the same methodology used to calculate our Chief Executive Officer’s total compensation for 2023, as set forth in the Summary Compensation Table - Fiscal Year 2023 above. The median employee’s total compensation for 2023 included salary, an annual cash bonus paid in 2024 for 2023, stock option awards in 2023, and Company contributions in 2023 to that employee’s account under our tax-qualified 401(k) defined contribution plan, each calculated for purposes of this pay ratio on the same basis as those same compensation elements of our Chief Executive Officer as explained in footnotes 1, 2, and 3 of the Summary Compensation Table - Fiscal Year 2023. We believe that our Chief Executive Officer-to-median employee pay ratio is a reasonable estimate and was calculated in accordance with SEC regulations. In order to identify the Company’s median employee, we used the base salary or wages (based on our payroll records) earned from January 1 through September 30, 2023, for each employee who was employed as of October 1, 2023. We included all of our full-time, part-time, temporary, and seasonal employees, globally, but excluded our Chief Executive Officer. For permanent full- and part-time employees who were hired after January 1, 2023, or who were on an unpaid leave of absence during a part of 2023, we adjusted their salaries or wages to reflect what they would have earned had they worked the entire nine-month period through September 30, 2023. We believe that this use of salary or wages earned through the first nine months of 2023 is an appropriate and consistently applied compensation measure for purposes of identifying the median employee from a compensation standpoint because all employees were eligible for annual cash bonuses and received stock option awards in 2023 and the distribution of cash bonuses and option awards were generally consistent with annual base pay. Earnings of our employees outside the U.S. were converted to U.S. dollars using an average currency exchange rate over the nine-month measurement period. We did not make any cost-of-living adjustments.

  81. Pay Ratio of Chief Executive Officer to Median Employee

    | | 2024 PROXY STATEMENT | 53 |

  82. Pay Versus Performance

    Pay Versus Performance The following table sets forth information regarding the Company’s performance and the “compensation actually paid” to our named executive officers, as calculated in accordance with SEC disclosure rules:

  83. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on:(5) | | | | | Year (1) | Summary Compensation Table Total for PEO(2) ($) | Compensation Actually Paid to PEO(3) ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(2) ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) ($) | Total Shareholder Return ($) | Peer Group Total Shareholder Return(6) ($) | Net Income (Loss) ($ in thousands) | Company Selected Measure(7) | | 2023 | 7,043,826 | (3,218,100) | 2,644,678 | (1,225,533) | 229.56 | 115.42 | (147,028) | | | 2022 | 6,736,055 | 7,400,610 | 2,696,607 | 4,104,503 | 380.61 | 111.27 | (116,949) | | | 2021(8) | 4,918,363 | 41,144,072 | 2,852,428 | 12,625,320 | 312.07 | 124.89 | 66,975 | | | 2020 | 3,427,567 | 62,288 | 1,594,891 | 866,852 | 75.87 | 125.69 | (111,144) | |

  84. Pay Versus Performance

    | (1) Gene G. Kinney served as the Company’s principal executive officer for the entirety of 2020, 2021, 2022, and 2023 and the Company’s other named executive officers for the applicable years were as follows: |

  85. Pay Versus Performance

    | – | 2021-2023: Hideki Garren, Carol D. Karp, Tran B. Nguyen, Brandon S. Smith. |

  86. Pay Versus Performance

    | – | 2020: Carol D. Karp, Michael J. Malecek, Tran B. Nguyen, Brandon S. Smith. |

  87. Pay Versus Performance

    | (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Dr. Kinney and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s named executive officers for the applicable year other than Dr. Kinney. |

  88. Pay Versus Performance

    | (3) Amounts reported in this column represent the compensation actually paid to Dr. Kinney as the Company’s President and Chief Executive Officer in the indicated fiscal years, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below: |

  89. Pay Versus Performance

    | | | PEO | | | | | | | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | | Summary Compensation Table - Total Compensation(a) | 7,043,826 | 6,736,055 | 4,918,363 | 3,427,567 | | - | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(b) | (6,039,017) | (5,705,925) | (3,900,675) | (2,526,450) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(c) | 3,269,118 | 12,228,032 | 23,225,521 | 1,963,344 | | + | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(d) | (5,418,699) | 2,227,286 | 8,810,891 | (1,525,370) | | + | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | — | — | — | — | | + | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) | (2,073,328) | (8,084,838) | 8,342,873 | (1,276,803) | | - | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) | — | — | (252,901) | — | | = | Compensation Actually Paid | (3,218,100) | 7,400,610 | 41,144,072 | 62,288 |

  90. Pay Versus Performance

    | (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. |

  91. Pay Versus Performance

    | (b) Represents the aggregate grant date fair value of the option awards granted to Dr. Kinney during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  92. Pay Versus Performance

    | (c) Represents the aggregate fair value as of the indicated fiscal year-end of Dr. Kinney’s outstanding and unvested option awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  93. Pay Versus Performance

    | 54 | | 2024 PROXY STATEMENT |

  94. Pay Versus Performance

    | (d) Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested option awards held by Dr. Kinney as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |

  95. Pay Versus Performance

    | (e) Represents the aggregate fair value at vesting of the option awards that were granted to Dr. Kinney and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  96. Pay Versus Performance

    | (f) Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award held by Dr. Kinney that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  97. Pay Versus Performance

    | (g) Represents the aggregate fair value as of the last day of the prior fiscal year of Dr. Kinney’s option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  98. Pay Versus Performance

    | (4) Amounts reported in this column represent the compensation actually paid to the Company’s named executive officers other than Dr. Kinney in the indicated fiscal year, based on the average total compensation for such named executive officers reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below: |

  99. Pay Versus Performance

    | | | Average Other Named Executive Officers(a) | | | | | | | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | | Summary Compensation Table - Total Compensation(b) | 2,644,678 | 2,696,607 | 2,852,428 | 1,594,891 | | - | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(c) | (1,870,147) | (1,940,015) | (2,154,308) | (976,659) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(d) | 1,012,372 | 4,157,531 | 7,328,264 | 963,292 | | + | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(e) | (2,233,022) | 1,099,351 | 2,776,040 | (398,568) | | + | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(f) | — | — | — | — | | + | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(g) | (779,414) | (1,908,971) | 1,869,973 | (316,104) | | - | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(h) | — | — | (47,077) | — | | = | Compensation Actually Paid | (1,225,533) | 4,104,503 | 12,625,320 | 866,852 |

  100. Pay Versus Performance

    | (a) Please see footnote 1 for the named executive officers included in the average for each indicated fiscal year. |

  101. Pay Versus Performance

    | (b) Represents the average Total Compensation as reported in the Summary Compensation Table for the reported named executive officers in the indicated fiscal year. |

  102. Pay Versus Performance

    | (c) Represents the average aggregate grant date fair value of the option awards granted to the reported named executive officers during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  103. Pay Versus Performance

    | (d) Represents the average aggregate fair value as of the indicated fiscal year-end of the reported named executive officers’ outstanding and unvested option awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  104. Pay Versus Performance

    | (e) Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested option awards held by the reported named executive officers as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  105. Pay Versus Performance

    | (f) Represents the average aggregate fair value at vesting of the option awards that were granted to the reported named executive officers and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  106. Pay Versus Performance

    | (g) Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option awards held by the reported named executive officers that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  107. Pay Versus Performance

    | (h) Represents the average aggregate fair value as of the last day of the prior fiscal year of the reported named executive officers’ option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  108. Pay Versus Performance

    | (5) Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019, in our ordinary shares. Historic share price performance is not necessarily indicative of future share price performance. |

  109. Pay Versus Performance

    | (6) The TSR Peer Group consists of the Nasdaq Biotechnology Index, an independently prepared index that includes companies in the biotechnology industry and which is the same industry index disclosed in our Annual Report on Form 10-K. |

  110. Pay Versus Performance

    | (7) As noted in the Compensation Discussion and Analysis for 2023, the principal incentive elements in the Company’s executive compensation program were delivered in the form of annual cash bonuses and equity awards in the form of options. As is the case with many companies |

  111. Pay Versus Performance

    | | 2024 PROXY STATEMENT | 55 |

  112. Pay Versus Performance

    in the biotechnology industry, the Company’s annual incentive objectives are generally tied to the Company’s strategic and operational goals rather than financial goals. In addition, the option awards are structured as time-based awards and are not tied to the achievement of underlying performance goals. Accordingly, the Company does not have a financial metric in its program that it would have as the most important financial measure linking compensation to the Company’s financial performance, particularly as the pay versus performance table includes our TSR performance which is linked to the value of the stock options held by our named executive officers.

  113. Pay Versus Performance

    | (8) On May 19, 2020, our shareholders approved a “value-for-value” option exchange program. Pursuant to this program, we offered the option exchange in an issuer tender offer closing on February 12, 2021. Dr. Kinney, Mr. Nguyen, and Ms. Karp received replacement options in the “value-for-value” option exchange program. If those replacement options are excluded from the calculations, the compensation actually paid to Dr. Kinney in 2021 would be $29.4M (a reduction of $11.8M), and the average compensation actually paid to the Non-PEO Named Executive Officers would be $10.1M (a reduction of $2.5M). |

  114. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the Named Executive Officers

    Performance Measures Used to Link Company Performance and Compensation Actually Paid to the Named Executive Officers As noted above, as is the case with many companies in the biotechnology industry, the Company relies less on financial performance goals as compared to non-financial strategic and operational goals. Below is a list of performance measures, which in the Company’s assessment represent the most important performance measures used by the Company to link compensation actually paid to the named executive officers for 2023. Please see the Compensation Discussion and Analysis for further information regarding how each of these measures is used in the Company’s executive compensation program.

  115. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the Named Executive Officers

    | • | Share Price |

  116. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the Named Executive Officers

    | • | Progress R&D Portfolio to Achieve Primary 2023 Milestones |

  117. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the Named Executive Officers

    | ○ | For Birtamimab, achieve an enrollment goal for the AFFIRM-AL clinical trial; execute engagement plan; and execute communication plan. |

  118. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the Named Executive Officers

    | ○ | For PRX012, complete topline data analysis for initial cohort of the Phase 1 MAD study; execute communication plan; and execute engagement plan. |

  119. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the Named Executive Officers

    | ○ | For PRX005, complete Phase 1 study and/or support partner opt-in. |

  120. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the Named Executive Officers

    | ○ | For PRX123, submit IND; and execute communication plan. |

  121. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the Named Executive Officers

    | ○ | For discovery programs, demonstrate utility of novel platform and advance two programs into in vivo studies. |

  122. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the Named Executive Officers

    | • | Meet Cash Burn Guidance Range and Optimize Shareholder Base |

  123. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the Named Executive Officers

    | ○ | Meet publicly-disclosed cash burn guidance range |

  124. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the Named Executive Officers

    | ○ | Optimize shareholder base by retaining four of top six institutional investors; galvanizing at least one institutional investor (existing or new) to take a >5% ownership stake; or galvanizing at least five institutional investors (existing or new) to take a >1% ownership stake. |

  125. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the Named Executive Officers

    | | 2024 PROXY STATEMENT | 57 |