DEF 14A of Vir Biotechnology, Inc., Apr 19, 2024

DEF 14A of Vir Biotechnology, Inc.

Filed Apr 19, 2024 · FY20230001140361-24-020684

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees

  2. Proposal 1 — Election of Directors

    Proposal 1 — Election of Directors Each Class II director nominee is listed below, and you can find additional information regarding our nominees in the section titled “Proposal 1—Election of Directors” beginning on page 7.

  3. Proposal 1 — Election of Directors

    | Name | Age | Director Since | Board Committees | | Marianne De Backer, M.Sc., Ph.D., MBA | 55 | 2023 | None | | Norbert Bischofberger, Ph.D. | 68 | New Nominee | Compensation and Science and Technology* | | Ramy Farid, Ph.D. | 59 | New Nominee | Audit and Science and Technology* | | Robert Nelsen | 60 | 2017 | Nominating and Corporate Governance |

  4. Proposal 1 — Election of Directors

    | * Indicates on which Board Committees the new nominee would serve if elected to serve as a director at the Annual Meeting. |

  5. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The Board currently consists of 11 members. There are four directors in Class II, whose term of office expires at the Annual Meeting: Marianne De Backer, M.Sc., Ph.D., MBA, Robert Nelsen, Robert Perez and Phillip Sharp, Ph.D. Dr. De Backer and Mr. Nelsen have been nominated by the Board for re-election at the Annual Meeting, along with two new director nominees – Norbert Bischofberger, Ph.D. and Ramy Farid, Ph.D. Mr. Perez and Dr. Sharp will cease to serve as directors immediately following the election and qualification of a successor at the Annual Meeting. Proxies may not be voted for a greater number of persons than the number of nominees named in this proxy statement. Dr. De Backer and Mr. Nelsen are each current directors, and all four director nominees were recommended for election to the Board as Class II directors at the Annual Meeting by the Nominating and Corporate Governance Committee of the Board. Each nominee for director is to be elected at the Annual Meeting to serve for a three-year term until our 2027 Annual Meeting of Stockholders, and until their successor is duly elected and qualified, or until their earlier death, resignation or removal. Each nominee has agreed to serve as a director if elected and we have no reason to believe that any nominee will be unable to serve. It is our policy to encourage directors and nominees for director to attend the Annual Meeting. Six of the then-serving directors attended the Company’s 2023 Annual Meeting of Stockholders. The Nominating and Corporate Governance Committee seeks to assemble a Board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. The Nominating and Corporate Governance Committee also seeks to attain diversity and balance among directors of race, gender, geography, thought, viewpoints and backgrounds. To those ends, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members through diversity and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating and Corporate Governance Committee views as critical to the effective functioning of the Board. The brief biographies below include information, as of the date of this proxy statement, regarding the specific experience, qualifications, attributes or skills of each current director and nominee that led the Nominating and Corporate Governance Committee to believe that each individual should serve on the Board. Annually, the Board considers director nominee recommendations from the Nominating and Corporate Governance Committee and determines the appropriate characteristics, skills and experience for the Board as a whole and for its individual members. Among other things, the Board evaluates the number of boards or committees on which a director or director nominee serves. The Board recognizes that a director’s or a director nominee’s ability to fulfill his or her responsibilities as a member of the Board can be impaired if he or she serves on a large number of other boards or board committees. In addition, the Board also considers, among other things, the director’s relevant expertise upon which to be able to offer advice and guidance to management, whether the director has sufficient time to devote to the affairs of the Company, whether the director demonstrates excellence in his or her field, whether the director has the ability to exercise sound business judgment, whether the director has experience as a board member or executive officer of another publicly held company, and whether the director has the commitment to rigorously represent the long-term interests of the Company’s stockholders. In the case of incumbent directors whose terms of office are set to expire, the Board reviews such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships or transactions that might impair such directors’ independence. Prior to nominating Mr. Nelsen for election at the Annual Meeting, the Nominating and Corporate Governance Committee and the Board evaluated Mr. Nelsen’s status, as he currently serves on the board of directors of several publicly held companies in connection with his role as a co-founder and a Managing Director of ARCH Venture Partners, L.P. The Board concluded that his continued service on the Board would be in the best interest of our stockholders based on Mr. Nelsen’s evidenced commitment to the Company since the Company’s inception in 2016, his significant breadth and depth of experience as a venture capitalist in the biotechnology industry, including playing a significant role in the creation, early sourcing, financing and development of more than 150 companies, many of which have reached valuations exceeding $1 billion, and the unique and diverse perspective that he brings to our Board. The Board also considered the fact that Mr. Nelsen has indicated to the Board that he intends to reduce the number of directorships he currently holds at other public companies in the near future. The Board further believes that other employment or directorship commitments of the director nominees named in this proxy statement would not prevent them from dedicating the necessary time and attention to our Company. The following is a brief biography of each nominee, each director whose term will continue after the Annual Meeting and each of our executive officers.

  6. Nominees for Election for a Three-Year Term Expiring at the 2027 Annual Meeting

    Nominees for Election for a Three-Year Term Expiring at the 2027 Annual Meeting Marianne De Backer, M.Sc., Ph.D., MBA, 55, has served as our Chief Executive Officer and a member of the Board of Directors since April 2023. From 2019 to March 2023, Dr. De Backer served as Executive Vice President, Head of Pharmaceuticals Strategy, Business Development and Licensing/Open Innovation, and a member of the Executive Committee for Bayer Pharmaceuticals, a multinational pharmaceutical and biotechnology company. Previously, from 1991 through 2019, she was at Johnson & Johnson, a pharmaceutical company, where she most recently held global Business and Corporate Development roles including the position of Vice President of M&A Operations and Divestitures globally for the Pharmaceuticals Group and head of Infectious Diseases & Vaccines Business Development. Prior to that she led a commercial business unit in Europe as well as drug discovery research in both Europe and the United States. Dr. De Backer currently serves as a non-executive Director on the Board of Directors of the Gladstone Foundation, a nonprofit organization. Dr. De Backer previously served on the Board of Directors of Arrowhead Pharmaceuticals Inc., a U.S. publicly traded biotechnology company, from 2019 until April 2023 and the Board of Directors of Kronos Bio, Inc., a U.S. publicly traded biotechnology company, from 2021 until June 2023. Dr. De Backer holds a Master in molecular biology from the Vrije Universiteit Brussels, a Master in engineering and biochemistry and a Ph.D. in biotechnology from the Ghent University, Belgium and an M.B.A. from Erasmus University, Rotterdam. The Nominating and Corporate Governance Committee and Board believe Dr. De Backer is qualified to serve on the Board due to her extensive scientific training, business acumen, significant knowledge and experience in the biotechnology, healthcare and pharmaceutical industries and the perspective and experience she brings to the role of Vir’s Chief Executive Officer. Norbert Bischofberger, Ph.D., 68, has served as President and Chief Executive Officer, and a member of the Board of Directors, of Kronos Bio, Inc. since 2018. Prior to joining Kronos Bio, Dr. Bischofberger was the Executive Vice President, Research and Development and Chief Scientific Officer at Gilead Sciences, Inc. Dr. Bischofberger joined Gilead in 1990 as Director of Chemistry after having worked as a Senior Scientist in Genentech, Inc.’s DNA Synthesis Group from 1986 until 1990. During his 28-year tenure at Gilead, Dr. Bischofberger presided over the development and approval of more than 25 medicines for a range of serious conditions which led to the transformation of the treatment of diseases such as HIV and viral hepatitis, including HBV and HCV. Dr. Bischofberger was part of the core management team that grew Gilead from less than 50 employees with no revenue to 10,000 employees with $25 billion in revenue. Dr. Bischofberger received a Ph.D. in organic chemistry from Zurich’s Eidgenössische Technische Hochschule and performed postdoctoral research in steroid chemistry at Syntex. He also performed additional research in organic chemistry and applied enzymology in Professor George Whiteside’s lab at Harvard University in Cambridge, Massachusetts. Dr. Bischofberger received an honorary doctorate in Natural Sciences (2016) from The University of Innsbruck and an honorary doctorate in Letters in Medicine (2017) from Baylor College of Medicine. Dr. Bischofberger was elected a Fellow of The American Association for Advancement of Science (2018). In addition to Kronos Bio, Dr. Bischofberger serves on the Board of Directors of Morphic Therapeutic Inc., a U.S. publicly traded biopharmaceutical company, the Supervisory Board of Bayer AG, a multinational public company with core competencies in the life science fields of health care and agriculture, and the Biopharma Advisory Board of Ginkgo Bioworks. Dr. Bischofberger’s appointment at Bayer AG will end on April 26, 2024, prior to the date of Vir’s Annual Meeting. The Nominating and Corporate Governance Committee and Board believe Dr. Bischofberger is qualified to serve on the Board due to his mid-to-late-stage clinical development and scientific expertise and his experience as Chief Executive Officer and a director of publicly traded companies. Ramy Farid, Ph.D., 59, serves as President and Chief Executive Officer, and a member of the Board of Directors, of Schrödinger, Inc. He joined Schrödinger in 2002 and helped advance the company’s computational platform and drug discovery portfolio while assuming positions of increasing responsibility before becoming a member of the Board of Directors in 2012 and Chief Executive Officer in 2017. Dr. Farid has played a key role in implementing major strategic initiatives, including more than 40 research collaborations and joint ventures, and led the company through its initial public offering in 2020. Dr. Farid currently serves on the board of directors of Ajax Therapeutics, Inc. and Structure Therapeutics Inc., a U.S. publicly traded biopharmaceutical company. Previously, he served on the board of directors of Nimbus Therapeutics, a biotechnology company he helped found in 2009. He also served on the board of directors of Morphic Therapeutic, Inc. Dr. Farid currently serves on Morphic Therapeutic’s scientific advisory board. Dr. Farid began his career in academia and was an assistant professor in the chemistry department at Rutgers University. He was a National Institutes of Health postdoctoral fellow in the Department of Biochemistry and Biophysics at the University of Pennsylvania and received his doctorate degree in chemistry from Caltech. He is an author on over 100 peer reviewed publications. The Nominating and Corporate Governance Committee and Board believe Dr. Farid is qualified to serve on the Board due to his computational and data sciences expertise and his experience as Chief Executive Officer and a director of publicly traded companies.

  7. Nominees for Election for a Three-Year Term Expiring at the 2027 Annual Meeting

    Robert Nelsen, 60, has served as a member of the Board of Directors since April 2016. Mr. Nelsen co-founded ARCH Venture Partners, L.P., a venture capital firm, in 1986 and has served as a Managing Director since 1994. Mr. Nelsen has served on the boards of directors of Lyell Immunopharma, Inc. since September 2018, Sana Biotechnology, Inc. since October 2018 and Prime Medicine, Inc. since September 2020, each a U.S. publicly traded biotechnology company. Mr. Nelsen has served as the Chairman and as a member of the boards of directors of Hua Medicine, Inc., a drug development company, since April 2010 and Brii Biosciences, Inc., a biotechnology company, since June 2018, each a Hong Kong publicly listed company, and currently serves on the boards of directors of a number of private companies. Mr. Nelsen previously served on the boards of directors of a number of U.S. publicly traded biotechnology companies, including Denali Therapeutics, Inc., from 2015 to June 2022, Karuna Therapeutics, Inc. from 2018 to June 2021, Beam Therapeutics, Inc. from 2017 to May 2021, Unity Biotechnology, Inc. from 2011 to December 2020, Agios Pharmaceuticals, Inc. from 2007 to June 2017, Fate Therapeutics, Inc. from 2007 to June 2014, Syros Pharmaceuticals, Inc. from 2012 to June 2018, Sage Therapeutics, Inc. from 2013 to March 2016, Juno Therapeutics, Inc. from 2013 to March 2018 (until it was acquired by Celgene Corporation), Bellerophon Therapeutics, Inc. from 2014 to November 2015, Sienna Biopharmaceuticals, Inc. from 2015 to September 2018 and Gossamer Bio, Inc. from January 2018 to December 2018 (prior to its initial public offering) and on the board of directors of Revolution Healthcare Acquisition Corp., a special purpose acquisition company, from 2021 to April 2022. He previously served as a trustee of the Fred Hutchinson Cancer Research Institute and the Institute for Systems Biology, and was a member of the board of directors of the National Venture Capital Association. Mr. Nelsen received a B.S. from the University of Puget Sound with majors in Economics and Biology and an M.B.A. from the University of Chicago. The Nominating and Corporate Governance Committee and Board believe Mr. Nelsen is qualified to serve on the Board due to his venture capital experience in the biotechnology industry.

  8. The Board Recommends

    The Board Recommends A Vote “For” Each Named Nominee.

  9. Directors Continuing in Office Until the 2025 Annual Meeting

    Directors Continuing in Office Until the 2025 Annual Meeting Jeffrey S. Hatfield, 66, has served as a member of the Board of Directors since December 2020. Mr. Hatfield has been the Chairman of Vividion Therapeutics, Inc. (“Vividion”), a private biotechnology company that was acquired in August 2021 as an arm’s length subsidiary of Bayer Pharmaceuticals, Inc, since January 2023. He previously served as Vividion’s Chief Executive Officer from November 2020 until January 2023. Mr. Hatfield has also served as Chairman of ROME Therapeutics, Inc., a private biotechnology company, since July 2022. Previously, he served as Chief Executive Officer and board member of Zafgen from October 2017 until its acquisition of, and name change to, Larimar Therapeutics, Inc. in May 2020, and as President, Chief Executive Officer and board member of Vitae Pharmaceuticals, Inc. (“Vitae”), a clinical-stage public biotechnology company, from March 2004 until its acquisition by Allergan plc in October 2016. Prior to working at Vitae, Mr. Hatfield served in numerous executive capacities at BMS, including Senior Vice President of BMS’ Immunology and Virology divisions, President and General Manager of BMS Canada and Head of U.S. Market Access. Mr. Hatfield has previously served on the boards of directors of several publicly traded biotechnology companies, including MiRagen Therapeutics, Inc. (Chairman) from August 2017 until June 2021 shortly after its acquisition of, and name change to, Viridian Therapeutics in October 2020, aTyr Pharma, Inc. from April 2017 to April 2021, Ambit Biosciences Corp. prior to its acquisition by Daiichi Sankyo Company, Ltd. in November 2014, and InVivo Therapeutics, Inc. from October 2016 to December 2018. He is an adjunct professor teaching entrepreneurship to doctorial students at Purdue University’s College of Pharmacy and is a Key Advisory Board member for the Harvard Business School’s Blavatnik Fellowship in Life Sciences Entrepreneurship. Mr. Hatfield holds a B.S. in pharmacy from Purdue University’s College of Pharmacy and an M.B.A. from The Wharton School at the University of Pennsylvania. The Nominating and Corporate Governance Committee and Board believe Mr. Hatfield is qualified to serve on the Board due to his extensive experience as an executive officer and board member of numerous biotechnology companies. Saira Ramasastry, 48, has served as a member of the Board of Directors since September 2019. Ms. Ramasastry has served as Managing Partner of Life Sciences Advisory, LLC since April 2009, a company that she founded to provide strategic advice, business development solutions and innovative financing strategies for the life sciences industry. Ms. Ramasastry also serves on the Industry Advisory Board of the Michael J. Fox Foundation for Parkinson’s Research, and as business and sustainability lead for the European Prevention of Alzheimer’s Dementia and IMI-PEARL consortiums. From August 1999 to March 2009, Ms. Ramasastry was an investment banker with Merrill Lynch & Co., Inc., an investment management company, where she helped establish the biotechnology practice and was responsible for origination of mergers and acquisitions, strategic and capital markets transactions. Prior to joining Merrill Lynch, she served as a financial analyst in the mergers and acquisitions group at Wasserstein Perella & Co., an investment banking firm, from July 1997 to September 1998. Ms. Ramasastry currently serves on the board of directors of Day One Biopharmaceuticals, Inc and Mirum Pharmaceuticals, Inc., each a U.S. publicly traded biotechnology company, and Glenmark Pharmaceuticals, Ltd., a BSE and NSE-traded pharmaceuticals company, and previously served on the boards of directors of Innovate Biopharmaceuticals, Inc., a biotechnology company, from 2018 until its merger with RDD Pharma Ltd. in 2020, Repros Therapeutics Inc., a biopharmaceutical company, from 2013 until it was acquired by Allergan plc in 2018, Cassava Sciences, Inc., a biopharmaceutical company, from 2013 to 2020, Sangamo Therapeutics, Inc., a biotechnology company, from 2012 to 2022, and Akouos, Inc., a biotechnology company, from 2020 until it was acquired by Eli Lilly and Company in 2022 (each a U.S. publicly traded company). Ms. Ramasastry received her B.A. in economics with honors and distinction and an M.S. in management science and engineering from Stanford University as well as an M. Phil. in management studies from the University of Cambridge where she is a guest lecturer for the Bioscience Enterprise Programme and serves on the California regional board of Cambridge in America. Ms. Ramasastry is also a Health Innovator Fellow of the Aspen Institute and a member of the Aspen Global Leadership Network. The Nominating and Corporate Governance Committee and Board believe Ms. Ramasastry is qualified to serve on the Board due to her extensive experience in global healthcare investment banking and strategic advisory consulting in the life sciences industry. George Scangos, Ph.D., 75, has served as a member of the Board of Directors since January 2017 and served as our President and Chief Executive Officer from January 2017 to April 2023. From July 2010 to December 2016, Dr. Scangos served as Chief Executive Officer and as a member of the board of directors of Biogen. From October 1996 to July 2010, Dr. Scangos served as President and Chief Executive Officer of Exelixis, Inc., a drug discovery and development company (“Exelixis”). From 1993 to 1996, Dr. Scangos served as President of Bayer Biotechnology, a biotechnology company, where he was responsible for research, business development, process development, manufacturing, engineering and quality assurance of Bayer Biotechnology’s biological products. Before joining Bayer Biotechnology in 1987, Dr. Scangos was a Professor of Biology at Johns Hopkins University. Dr. Scangos currently serves on the board of directors of Agilent Technologies, Inc., a U.S. publicly traded life sciences, diagnostics and applied chemical analysis company, and previously served on the board of directors of Exelixis from 1996 to 2020. Dr. Scangos served as Chair of PhRMA in 2016, and as the Chair of the California Healthcare Institute in 2010. He was a member of the board of directors of the Global Alliance for TB Drug Development from 2006 until 2010. Dr. Scangos currently serves on the Board of Trustees of Cornell University and the Board of Overseers of UCSF. Dr. Scangos received his B.A. in Biology from Cornell University and a Ph.D. in Microbiology from the University of Massachusetts. The Nominating and Corporate Governance Committee and Board believe Dr. Scangos is qualified to serve on the Board to his extensive training as a scientist, significant knowledge and experience in the biotechnology, healthcare and pharmaceutical industries and the perspective and experience he brings as our former President and Chief Executive Officer.

  10. Directors Continuing in Office Until the 2026 Annual Meeting

    Directors Continuing in Office Until the 2026 Annual Meeting Robert More, 56, has served as a member of the Board of Directors since September 2016. Since October 2016, Mr. More has served as Managing Director of Alta Partners, a venture capital firm. From July 2013 to May 2015, Mr. More served as Senior Advisor for the Bill & Melinda Gates Foundation, a private foundation that supports initiatives in education, world health and reducing poverty, and led its Global Health Venture Initiative. He served as a General Partner of venture capital firms Frazier Healthcare Ventures and Domain Associates from September 2008 to June 2013 and from June 1996 to July 2008, respectively. Mr. More has served on the board of directors of Tyra Biosciences, Inc., a U.S. publicly traded biotechnology company, since 2018. He also currently serves on the boards of directors of the following private biotechnology companies: Affinivax, Inc., eGenesis, Qihan Biotech and Sirenas, LLC, and as an advisor for LiquiGlide, Inc., a private biotechnology company. Mr. More previously served on the boards of directors of the following U.S. publicly traded companies: Achaogen, Inc., a biopharmaceutical company, Neothetics Inc., a pharmaceutical company, Glaukos Corporation, a medical technology company, IntraLase Corp., a medical device company acquired by Advanced Medical Optics in 2007, and Sienna Biopharmaceuticals, Inc., a clinical-stage biopharmaceutical company. He also previously served on the boards of directors of the following private life sciences companies: Carticept Medical, Inc., Cartiva, Inc., ESP Pharma, Inc., Proxima Therapeutics, Inc., NovaCardia, Inc., Esprit Pharma, Inc. and Oceana Therapeutics, Inc. Mr. More was a founding member of the board of directors of the Kauffman Fellows Program and previously served on the boards of directors of One Revolution and The Foundation for Innovative New Diagnostics (FIND). Mr. More currently serves on one of the governing boards of the Biotechnology Innovation Organization (BIO). He received his B.S. in Biology from Middlebury College and an M.B.A. from the Darden School of Business Administration at the University of Virginia. The Nominating and Corporate Governance Committee and Board believe that Mr. More is qualified to serve on the Board due to his experience serving on the boards of directors of clinical-stage biotechnology companies, his extensive experience as a director of public companies and his investment experience in the life sciences industry. Janet Napolitano, 66, has served on the Board of Directors since August 2020. Ms. Napolitano served as President of the University of California from September 2013 until her departure in August 2020. Prior to her time serving as the President of the University of California, she served as the U.S. Secretary of Homeland Security from 2009 to 2013, as Governor of the state of Arizona from 2003 to 2009, as Attorney General of Arizona from 1998 to 2003 and as U.S. Attorney for the District of Arizona from 1993 to 1997. In 2010, Ms. Napolitano was awarded the University of Virginia’s Thomas Jefferson Foundation Medal for law. In 2014, Ms. Napolitano was appointed as a tenured faculty member of the University of California Berkeley’s Goldman School of Public Policy. In 2015, Ms. Napolitano was elected to the American Academy of Arts and Sciences, and in 2017, she was inducted into the American Philosophical Association. Ms. Napolitano currently serves on the Council of the American Law Institute and has served on the board of directors of Zoom Video Communications, Inc., a U.S. publicly traded communications technology company, since November 2020 and the Council on Foreign Relations. Ms. Napolitano holds a B.S. in political science (summa cum laude) from Santa Clara University where she was a Truman Scholar and the university’s first female valedictorian and a J.D. from the University of Virginia School of Law. The Nominating and Corporate Governance Committee and Board believe Ms. Napolitano is qualified to serve on the Board due to her extensive leadership experience in running large research institutions and in numerous elected government positions. Vicki Sato, Ph.D., 75, has served as Chairman of the Board of Directors since December 2016. She was a professor of management practice at Harvard Business School from September 2006 to July 2017 and was a professor in the Department of Molecular and Cell Biology at Harvard University from July 2005 until October 2015. Previously, she served as President of Vertex Pharmaceuticals, Inc. (“Vertex”), a U.S. publicly traded biotechnology company, which she joined in 1992. Prior to becoming President of Vertex, she was the Chief Scientific Officer and Senior Vice President of Research and Development. Prior to joining Vertex, Dr. Sato served as Vice President of Research at Biogen Inc., a U.S. publicly traded biopharmaceutical company (“Biogen”). Dr. Sato serves on the boards of directors of the following U.S. publicly traded companies: Allogene Therapeutics, Inc., a biotechnology company, and Denali Therapeutics, Inc., a biotechnology company, and previously served on the boards of directors of Bristol Meyers Squibb Company, a global biopharmaceutical company (“BMS”), BorgWarner, Inc., a multinational automotive supplier, Syros Pharmaceutical, a biotechnology company, PerkinElmer, Inc., a life sciences diagnostics, discovery and analytical solutions company, and Akouos, Inc., a precision genetic medicine company. Dr. Sato received her A.B. in Biology from Radcliffe College and her A.M. and Ph.D. in Biology from Harvard University. She conducted her postdoctoral work at both the University of California, Berkeley and Stanford Medical Center. The Nominating and Corporate Governance Committee and Board believe Dr. Sato is qualified to serve on the Board due to her experience as a senior executive and as a director of several life sciences companies, and because of her knowledge of our industry. Elliott Sigal, M.D., Ph.D., 72, has served on the Board of Directors since July 2020. Dr. Sigal currently serves as a senior advisor to the healthcare team of the life sciences venture firm New Enterprise Associates and consults for select biopharmaceutical companies. Previously, Dr. Sigal served as Chief Scientific Officer and President of Research & Development of BMS from October 2004 until his retirement in June 2013 and served on the board of directors from March 2011 to June 2013. Dr. Sigal joined BMS in 1997 and held positions of increasing responsibility in drug discovery and development and was a member of the executive committee from September 2001 through June 2013. Prior to BMS, he was Vice President of R&D and Chief Executive Officer for the genomics firm Mercator Genetics Inc. Dr. Sigal has served on the boards of directors for Adaptimmune Therapeutics plc, a U.S. publicly traded clinical-stage biopharmaceutical company, since 2014, Surface Oncology, Inc., a U.S. publicly traded immuno-oncology company, since 2018, Affinia Therapeutics Inc., a private preclinical stage gene therapy company, since 2020 and Tessera Therapeutics, a private biotechnology company, since 2021. In addition, Dr. Sigal co-chairs the Scientific Advisory Board for Amgen Inc., a U.S. publicly traded biopharmaceutical company (“Amgen”), and is a member of the Scientific Steering Committee for the Sean Parker Institute for Cancer Immunology. Dr. Sigal previously served as a director of Spark Therapeutics, Inc. and the Mead Johnson Nutrition Company. Dr. Sigal holds B.S., M.S. and Ph.D. degrees in industrial engineering from Purdue University and an M.D. from the University of Chicago. He completed his training in internal medicine and pulmonary medicine at University of California, San Francisco (“UCSF”). He received his research training at the Cardiovascular Research Institute at UCSF, where he served on the faculty of the UCSF Department of Medicine.

  11. Directors Continuing in Office Until the 2026 Annual Meeting

    The Nominating and Corporate Governance Committee and Board believe Dr. Sigal is qualified to serve on the Board due to his extensive experience in the life sciences industry and his extensive leadership experience.

  12. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  13. Chief Executive Officer Transition

    | • | Target annual incentive plan target of 80% of base salary; |

  14. Chief Executive Officer Transition

    | • | Sign-on equity award consisting of 576,452 restricted stock units (“RSUs”) and an option to purchase 1,152,904 shares of common stock; and |

  15. Chief Executive Officer Transition

    Dr. De Backer’s Sign-On Equity Award Consistent with Company practice, Dr. De Backer’s sign-on equity award represented an equity mix of 67% stock options (which are entirely “at-risk”) and 33% RSUs, each of which vest over a four-year period. Our Board believes this equity mix strongly incentivizes our CEO to achieve sustained stock price appreciation, is appropriate given the volatility and uncertainty that characterizes clinical-stage biotech companies and is well aligned with peer practice. All of Dr. De Backer’s new hire equity awards are subject to Vir’s stock ownership guidelines and clawback policies. The Board and the Compensation Committee considered a variety of factors in sizing Dr. De Backer’s new hire equity award, including: (i) peer compensation data provided by Semler Brossy, (ii) the competitive hiring environment for new CEOs, (iii) the desire to immediately align the interests Dr. De Backer with that of our stockholders, (iv) the desire to drive stockholder value through a large portion of “at-risk” stock option awards, (v) Dr. De Backer’s unique capabilities and experience, and (vi) the fact that Dr. De Backer would not be eligible for an annual equity award during fiscal year 2023 due to the timing of her appointment. Dr. De Backer’s Sign-On Cash Award To further incentivize Dr. De Backer to join Vir, a substantial portion of her sign-on cash award was designed to offset forgone compensation, in the form of cash and equity, upon her termination from Bayer as well as from her membership on several Boards of companies from which she would need to resign in order to devote her full time and attention to our business. Additional consideration was given to the need for Dr. De Backer to relocate from Germany to San Francisco, and the disruption that would cause to her and her family. Half of the sign-on cash award was subject to a one-year service requirement. Dr. De Backer’s 2024 Compensation In February 2024, upon the recommendation of the Board, the Compensation Committee approved the following compensation for Dr. De Backer:

  16. Chief Executive Officer Transition

    | • | No change to the annual incentive plan target (80% of base salary); and |

  17. Chief Executive Officer Transition

    | • | Annual equity award of 175,000 RSUs and 350,000 stock options, representing an equity mix of 67% stock options (which are entirely “at-risk”) and 33% RSUs and with each vesting over a four-year period, consistent with Company practice. |

  18. Stockholder Engagement

    | What We Heard from Stockholders | How We Responded | | A preference for additional disclosure around the CEO transition and CEO pay to help them understand the process and rationale. | We added extensive disclosure around the CEO transition including: (i) the Board’s CEO selection process, (ii) why the Board selected Dr. De Backer, (iii) the rationale behind Dr. De Backer’s new hire compensation, and (iv) proactive disclosure of Dr. De Backer’s go-forward 2024 compensation. Additional disclosure added – please see Section “—Chief Executive Officer Transition” | | A desire for additional disclosure around the annual incentive program, how achievement is measured, and how payouts are determined. | We added additional disclosure detailing how each goal category was scored to provide stockholders greater insight into how the overall corporate attainment percentage was calculated. We also provided more extensive detail on how individual payouts were determined for each executive. Additional disclosure added – please see Section “—Annual Incentive Plan” | | A preference for performance-based equity (e.g., “PSUs”) to be considered as part of our long-term incentive program, or rationale included on why the Compensation Committee feels the equity mix is appropriate. | Given the volatility and uncertainty that characterizes clinical-stage biotech companies, we believe our annual and new hire equity mix of 67% stock options (which are entirely “at-risk”) and 33% RSUs strongly incentivizes the performance of our NEOs to achieve sustained stock price appreciation. We believe our current equity mix is well aligned with peer practice, where PSUs are a minority practice. The Compensation Committee will continue to review the option of PSUs for potential inclusion in future equity programs. |

  19. Executive Compensation Highlights

    | • | Enabled smooth transition of leadership without special severance arrangements: There were no special severance arrangements granted to any of the departing members of the executive management team in 2023. |

  20. Executive Compensation Highlights

    | • | Payout of 108% of target in annual incentive plan: The Company overachieved with respect to many of its annual goals, which resulted in an above-target payout for 2023, as further described in detail below. |

  21. 2023 Executive Compensation Policies and Practices

    | What We Do | What We Don’t Do | | and benefits (including the acceleration of equity awards), the only current exception being a portion of Dr. De Backer’s new hire equity award. ✔ Equity Ownership Guidelines and Multiple Clawback Policies: We adopted equity ownership guidelines in response to feedback from our stockholders, and our multiple clawback policies provide the Committee additional ability to recoup compensation beyond what the Dodd-Frank Act requires. ✔ Ongoing Investor Outreach. The Chairman of the Compensation Committee and members of the management team actively solicit feedback from our stockholders on compensation and governance. | |

  22. Executive Compensation Philosophy and Overview

    | • | Short-term cash incentive |

  23. Executive Compensation Philosophy and Overview

    | • | Long-term equity incentive |

  24. Executive Compensation Philosophy and Overview

    The Compensation Committee believes these three elements, balancing the portion of “base” and “at risk” compensation, serve to both compensate management for their service and align their interests with those of our stockholders. Though the Compensation Committee has not adopted any formal policies or guidelines that dictate the allocation of compensation between these elements, the emphasis is on the “at risk” elements of pay through short-term and long-term incentives (primarily in the form of stock options). The Compensation Committee reviews executive compensation annually to ensure both pay levels and mix remain competitive and allow us to recruit and retain the caliber of executive officers necessary to fulfill our critical mission of powering the immune system to transform lives.

  25. Role of the Compensation Committee and the Board

    | • | Each NEO’s positioning against other similarly situated executives at peer companies given their relative scope of responsibilities, skillset, and experience; |

  26. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant Since 2019, the Compensation Committee has engaged an independent external consultant, Semler Brossy, to advise on overall compensation matters, including:

  27. Role of the Independent Compensation Consultant

    | • | Guidance and recommendations on the composition of compensation peer group |

  28. Role of the Independent Compensation Consultant

    | • | Market data from our peer group for analysis and design of the compensation levels of our executive officers and non-employee directors |

  29. Role of the Independent Compensation Consultant

    | • | Overall compensation program design |

  30. Role of the Independent Compensation Consultant

    | • | Guidance on our compensation philosophy and strategy |

  31. Role of the Independent Compensation Consultant

    | • | Input on compensation actions for executive promotions and new hires |

  32. Role of the Independent Compensation Consultant

    | • | Input on the Executive Compensation portion of our CD&A |

  33. Role of the Independent Compensation Consultant

    Semler Brossy reports directly to the Compensation Committee and to its Chair. Additionally, Semler Brossy works with management to source market data and to arrive at market benchmarks for NEOs. Each year, the Compensation Committee performs an assessment of Semler Brossy’s independence. In 2023 the Compensation Committee determined that Semler Brossy is independent consistent with the listing standards of the relevant Nasdaq and SEC rules and that Semler Brossy’s engagement does not raise any conflict of interest. During 2023 Semler Brossy did not provide services to the Company other than the services to the Compensation Committee described herein.

  34. Role of Market Data

    Role of Market Data The Compensation Committee uses competitive market analyses from a group of peer companies as one input for compensation decisions when reviewing executive compensation levels and practices. The Compensation Committee also uses market data from broader Radford Global Life Sciences compensation surveys and their own knowledge and judgement in evaluating market data when making compensation decisions. With the assistance of its compensation consultant, the Compensation Committee considers several factors when reviewing companies for inclusion in our peer group. The primary factors for consideration are industry (biotechnology and pharmaceuticals), stage of drug development, and market valuation. Other key factors considered include similarity of our therapeutic and technological focus, number of employees, R&D spend, and breadth of platforms and clinical trials. The peer group is annually reviewed to ensure it is appropriately reflective of Vir’s business and talent dynamics at that time. For the 2023 peer group, the Compensation Committee removed Acceleron Pharma Inc. due to its acquisition by Merck & Co., Inc., and removed INOVIO Pharmaceuticals, Inc. and Allakos Inc. due to significant decreases in their respective market values. The Committee added Apellis Pharmaceuticals, Inc. and Dynavax Technologies Corporation based on their current respective market values, therapeutic similarities to Vir, and their respective stages of development. As a result, the following 21 companies were approved in September 2022 and were used for 2023 compensation decisions.

  35. Role of Market Data

    | Allogene Therapeutics, Inc. | CRISPR Therapeutics AG | Mirati Therapeutics, Inc. | | Appelis Pharmaceuticals | Denali Therapeutics Inc. | Novavax, Inc. | | Arrowhead Pharmaceuticals, Inc. | Dynavax Technologies | Reata Pharmaceuticals, Inc. | | Beam Therapeutics Inc. | Editas Medicine Inc. | REGENXBIO Inc. | | Biohaven Pharmaceutical Holding Company Ltd. | Global Blood Therapeutics, Inc. | Turning Point Therapeutics, Inc. | | Blueprint Medicines Corporation | Intellia Therapeutics, Inc. | Ultragenyx Pharmaceutical Inc. | | BridgeBio Pharma, Inc. | Iovance Biotherapeutics, Inc. | Xencor, Inc. |

  36. Executive Compensation Program and Compensation Decisions for the Named Executive Officers

    | Compensation Component | Purpose | Features | | Base Salary | • Attracts and retains top caliber talent who have demonstrated track records of success. | • Fixed compensation component payable in cash. • Provides a stable form of income. • Based on responsibilities, experience, contributions, and market data. | | Annual Incentive Plan | • Links annual cash incentive to the attainment of the most significant drivers of the Company’s near-term success. • Motivates, attracts, and retains executives. | • Variable cash component with payouts, if any, based on combination of Company and individual performance. • Goals determined at the beginning of the fiscal year with payouts assessed the following year based on corporate scorecard performance. | | Long-Term Incentives | • Closely aligns the interests of our executives with those of our stockholders. • Encourages long-term, sustainable performance and ongoing retention. • Options are more performance-oriented since they only provide value to our NEOs with sustained stock price appreciation. • RSUs provide a stable and retentive form of equity compensation. | • Multi-year vesting based on continued service. • Annual and new hire equity typically in the form of 33% RSUs and 67% stock options (in terms of number of shares), vesting over a four-year period. • Award levels are differentiated based on market data, and to reward and retain specific individuals. |

  37. Annual Incentive Plan (“AIP”)

    Annual Incentive Plan (“AIP”) Our NEOs are eligible to receive an annual cash incentive based on individual and corporate performance, which is designed to incentivize our NEOs to achieve critical short-term goals and to align their payouts with our business strategy and outcomes. Each of our NEOs is assigned a target annual incentive opportunity based upon a percentage of his or her base salary with consideration given to each NEO’s accountability, scope of responsibilities and potential impact on our performance. The Board set a target 2023 annual corporate incentive for Dr. De Backer at 80% of her base salary. The target AIP percentages for our Executive Vice President-level NEOs remained unchanged at 45% of base salary. The target annual incentive plan opportunities for our NEOs were as follows:

  38. Annual Incentive Plan (“AIP”)

    | Name | 2022 Target AIP as a % of Base Salary | 2023 Target AIP as a % of Base Salary | 2023 Target AIP Value | | Current NEOs: | | | | | Marianne De Backer, M.Sc., Ph.D., MBA Chief Executive Officer | — | 80% | $720,000 | | Sung Lee Chief Financial Officer | — | 45% | $236,250 | | Jeffrey Calcagno, M.D.(1) Chief Business Officer | — | 45% | $142,397 | | Aine Hanly Chief Technology Officer | 45% | 45% | $224,640 | | Departed NEOs: | | | | | George Scangos, Ph.D.(2) Former Chief Executive Officer | 65% | — | — | | Johanna Friedl-Naderer(3) Former Chief Operating Officer | 45% | 45% | $273,843 | | Phillip Pang, M.D., Ph.D. Former Chief Medical Officer | 45% | 45% | $238,680 | | Steven Rice(2) Former Chief Administrative Officer | 45% | — | — | | Howard Horn(2) Former Chief Financial Officer | 45% | — | — |

  39. Annual Incentive Plan (“AIP”)

    | (1) Dr. Calcagno’s 2023 target AIP value is prorated based on his start date of May 15, 2023. |

  40. Annual Incentive Plan (“AIP”)

    | (2) Dr. Scangos and Messrs. Horn and Rice were not eligible for payouts under our 2023 annual incentive plan due to the timing of their departures. |

  41. Annual Incentive Plan (“AIP”)

    | (3) Per the terms of her separation agreement, Ms. Friedl-Naderer was eligible for her full target AIP for 2023. Amounts reflected above for Ms. Friedl-Naderer have been converted from Swiss francs to U.S. dollars using a conversion rate as of December 31, 2023 of 1 USD = 0.85133 CHF. |

  42. Annual Incentive Plan (“AIP”)

    Payouts of each NEO’s annual incentive are typically approved by the Compensation Committee during the first quarter of each year, shortly after the end of the annual performance period, based on the Committee’s assessment of the Company’s performance against the corporate scorecard. After corporate performance against the strategic goals has been determined, each NEO’s payout is subject to further adjustments based on the Compensation Committee’s assessment of the executive’s individual performance for the year, with input from the CEO on NEOs other than herself. Individual adjustments are typically no more than +/- 20%, and total payouts are capped at 150% of target for each NEO. 2023 AIP Scorecard Designing the 2023 AIP scorecard involved multiple meetings with the Board and Compensation Committee to ensure its alignment with the Company’s business strategy. The 2023 goals were intended to motivate and reward the achievement of Vir’s most critical drivers of near-term success and, where applicable, consistent with the communication provided to investors with earnings. The entirety of our AIP scorecard is aligned with our business strategy and weighted by relative importance so that overall corporate achievement can be objectively measured. In 2023, our goals were defined across six categories: product (5%), program (30%), pipeline (20%), financial (15%), functional excellence (20%), and people and culture (10%). The Compensation Committee believed that each goal was strongly aligned to the creation of stockholder value. Specific weightings, summary of achievement, and scoring of the 2023 corporate scorecard are detailed in the table below:

  43. Annual Incentive Plan (“AIP”)

    | Goal Category (% weight) | Summary of Achievements Considered | Percent Achieved | Weighted Score | | Product (5% weight) | • Secured ~$75 million in new grant funding from BARDA and the Bill & Melinda Gates Foundation • Did not achieve target level of achievement for sotrovimab net sales revenue due to changing COVID-19 market conditions | 90% | 5% | | Program (30% weight) | • Chronic Hepatis B: Advanced MARCH-B trials examining doublet and triplet regimens of elebsiran, tobevibart, and PEG-IFN-α to Phase 2 readout • Chronic Hepatis B: First patient dosed in Phase 2 PREVAIL platform trial examining combinations of elebsiran, tobevibart, PEG-IFN-α, and an NRTI • Chronic Hepatitis D: Advanced SOLSTICE trial examining monotherapy and combination therapy of elebsiran and tobevibart to Phase 2 readout with promising results • Influenza A: Advanced PENINSULA trial examining VIR-2482 to Phase 2 readout despite missing endpoints • HIV: First patient dosed in Phase 1 trial examining VIR-1388 as an HIV prophylaxis ahead of schedule • Completed Phase 3 readiness activities (including late-stage manufacturing capabilities) for each relevant program | 96% | 29% | | Pipeline (20% weight) | • Submitted IND for VIR-1388, a novel T cell vaccine, in March 2023 • Continued to advance several next-generation drug candidates, including but not limited to*: ○ VIR-2981, an investigational neuraminidase-targeting monoclonal antibody (mAb) against both Influenza A and B viruses ○ VIR-8190, an investigational mAb against respiratory syncytial virus (RSV) and human metapneumovirus ○ VIR-7229, an investigational COVID-19 mAb that has shown to have high potency against a broad spectrum of variants in laboratory studies ○ VIR-1949, an investigational T cell vaccine designed to treat precancerous lesions caused by human papillomavirus (HPV) | 110% | 22% |

  44. Annual Incentive Plan (“AIP”)

    | Goal Category (% weight) | Summary of Achievements Considered | Percent Achieved | Weighted Score | | Financial (15% weight) | • Controlled total cash spend to be within the Board-approved budget* • Took strategic steps to optimize cost structure and reduce operating expenses (anticipated annual savings of >$40M) • Finished 2023 with $1.6 billion in cash, cash equivalents, and other investments • Executed several license/collaboration/MSA agreements in 2023* | 125% | 19% | | Functional Excellence (20% weight) | • Rationalized geographical footprint including a 12% workforce reduction • Reinforced strategic focus on world-class monoclonal antibody and T cell-based viral vector platforms • Expanded strategic focus beyond infectious disease to viral-associated diseases and immune targeting • Ensured quality and compliance with all applicable regulations leading to successful inspections • Met workforce planning goals and budget across the Company • Expanded in-house manufacturing capabilities (e.g., cell line development for high-tier mAbs, production of non-GMP material for preclinical studies) • Invested in data science capabilities across all Company functions | 125% | 25% | | People & Culture (10% weight) | • Missed target employee engagement survey score by four percentage points | 90% | 9% | | Total | | | 108% |

  45. Annual Incentive Plan (“AIP”)

    | * These corporate performance goals include highly sensitive competitive data, including pre-clinical, regulatory, and financial targets. We do not disclose specific portions of these goals because we believe they would result in competitive harm to us. Achievement of each of these corporate performance goals involves a high level of difficulty given the inherent risks and uncertainties involved in advancing preclinical and clinical investigational products through the drug development process, controlling cash expenditures in a highly cash-intensive research and development business, and identifying, negotiating and consummating licensing and collaboration agreements with sophisticated third parties. |

  46. Annual Incentive Plan (“AIP”)

    In February 2024, based on the recommendation of the Compensation Committee, the Board determined that we achieved our 2023 corporate performance goals at 108% of target. In determining the level of achievement, the Board assessed the overachievement of some of our goals (such as our Pipeline, Financial, and Functional Excellence goals), balanced against the slight underachievement of others (such as our Product, Program, and People & Culture Goals). The Committee also considered achievements in each goal category that were not originally anticipated as part of the 2023 corporate scorecard yet were important to drive near term company value. The Board devoted a substantial amount of time to assessing performance across each category, particularly the Program goals which had the highest percentage weighting across the scorecard. When assessed against the goals, the Company overachieved across each of its core programs in HDV, HBV, HIV, and Influenza. That said, the Board also weighed the outcome of the Phase 2 PENINSULA trial evaluating VIR-2482 and determined that a 96% rating appropriately recognized the Company’s overachievement against each of the Program goals as written, while considering the impact of the PENINSULA trial on our stock price. Payouts for each NEO were further weighted to reflect each NEO’s individual performance. Final 2023 payouts as a percentage of target are detailed below:

  47. Annual Incentive Plan (“AIP”)

    | Name | 2023 Base Salary | 2023 Target AIP % of Salary | 2023 Corporate Attainment % | 2023 Individual Attainment % | 2023 Bonus Payout Value | | Current NEOs: | | | | | | | Marianne De Backer, M.Sc., Ph.D., MBA Chief Executive Officer | $900,000 | 80% | 108% | 110% | $855,360 | | Sung Lee Chief Financial Officer | $525,000 | 45% | 108% | 115% | $293,423 | | Jeffrey Calcagno, M.D.(1) Chief Business Officer | $500,000 | 45% | 108% | 95% | $146,100 | | Aine Hanly Chief Technology Officer | $499,200 | 45% | 108% | 110% | $266,872 | | Departed NEOs: | | | | | | | George Scangos, Ph.D.(2) Former Chief Executive Officer | $650,000 | — | — | — | — | | Johanna Friedl-Naderer(3) Former Chief Operating Officer | $608,541 | 45% | 100% | 100% | $273,843 | | Phillip Pang, M.D., Ph.D. Former Chief Medical Officer | $530,400 | 45% | 108% | 100% | $257,774 | | Steven Rice(2) Former Chief Administrative Officer | $507,520 | — | — | — | — | | Howard Horn(2) Former Chief Financial Officer | $477,500 | — | — | — | — |

  48. Annual Incentive Plan (“AIP”)

    | (1) Dr. Calcagno’s 2023 target bonus value is prorated based on his start date of May 15, 2023. |

  49. Annual Incentive Plan (“AIP”)

    | (2) Dr. Scangos and Messrs. Horn and Rice were not eligible for an annual bonus payout under our 2023 short-term corporate incentive plan due to the timing of their departures. |

  50. Annual Incentive Plan (“AIP”)

    | (3) Per the terms of her separation agreement, Ms. Friedl-Naderer was eligible for her full target bonus for 2023. Amounts reflected above for Ms. Friedl-Naderer have been converted from Swiss francs to U.S. dollars using a conversion rate as of December 31, 2023 of 1 USD = 0.85133 CHF. |

  51. Annual Incentive Plan (“AIP”)

    In February 2024, the Board assessed the Chief Executive Officer’s performance for the year and recommended that the Compensation Committee approve a 110% level of individual attainment for Dr. De Backer. The Board felt that Dr. De Backer provided extraordinary leadership for the Company through a period of strategic redirection, which included a renewed focus on Vir’s core platforms, an expansion beyond infectious disease, purpose-led changes for sustainable growth, enhanced stockholder engagement, and recruiting and developing a new high-performing executive management team. In addition to skillfully navigating Vir through unforeseen challenges, Dr. De Backer’s focus on Company culture, characterized by an emphasis on teamwork, innovation, inclusivity, and continuous improvement, were factors in the Board’s above-target bonus recommendation. In determining the level of individual attainment for the other NEOs, the Compensation Committee considered the following achievements as well as Dr. De Backer’s recommendation for each individual: Mr. Lee’s level of 115% individual attainment considered his leadership and transformation of the finance function, as well as his impact throughout the Company by fostering a disciplined approach to capital allocation. Through his stewardship of our strong balance sheet, leadership in driving cost-optimization initiatives, and initiation of a new $300 million at-the-market offering, Vir is well-positioned to advance our multiple product candidates through major inflection points while maintaining the ability to invest in our next-generation pipeline and external innovation. Dr. Calcagno’s level of 95% individual attainment acknowledged his sustained efforts through 2023 to support and expand our partnerships, search for external innovation, and build-out the Company’s commercial capabilities. His attainment recognized the award of an additional approximately $50 million in new funding by the Biomedical Advanced Research and Development Authority (BARDA) to advance the development of novel monoclonal antibody (“mAb”) candidates related to pandemic preparedness and response. Under Dr. Calcagno’s leadership, Vir executed several licenses, collaborations, and MSA agreements in 2023. He will continue exploring opportunities to enhance innovation in 2024. Dr. Hanly’s level of 110% individual attainment recognized her exceptional leadership of the technical operations function in 2023, which included the build-out of our San Francisco laboratory capabilities such as in-house mAb cell line development and small-scale drug substance and drug product manufacturing. Dr. Hanly also enabled the on-time delivery of medicines to patients and clinical trials by executing on our end-to-end supply chain strategies and establishing Vir as a “partner of choice” to our CDMO partners. Dr. Pang’s level of 100% individual attainment recognized his expanded role of Chief Medical Officer and interim Head of Research through the hiring of Jennifer Towne, Ph.D., as our Executive Vice President and Chief Scientific Officer in November 2023. During 2023, Dr. Pang led the advancement of our existing programs, while expanding our pipeline to discover and develop novel product candidates targeting new areas within influenza, COVID-19, RSV/MPV, precancerous HPV lesions, and other viral-associated and immune mediated diseases. Having served as Vir’s founding Chief Medical Officer since 2016, he provided invaluable support through this year of transition and change. Per Ms. Friedl-Naderer’s separation agreement, she was awarded a 2023 bonus equal to the level of 100% corporate and individual performance in 2023.

  52. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Long-term incentive compensation granted in the form of equity awards is a critical portion of our overall compensation program. Equity awards are intended to (i) further align the interests of our NEOs with the interests of our stockholders, (ii) emphasize long-term financial performance, (iii) reward sustained share price appreciation and (iv) support the retention of our management team. Given the nature of the Company and business, we have experienced high stock price volatility. To help manage challenges with volatility, we worked to design the program to emphasize long-term, sustained performance. The plan includes:

  53. Long-Term Incentive Compensation

    | • | Annual equity grants to establish overlapping grant vesting, which are on a more frequent and consistent basis, further extending and reinforcing the program’s long-term orientation and retentive value. |

  54. Long-Term Incentive Compensation

    | • | A mix of equity awards that include both RSUs and stock options. RSUs provide more certainty in value during periods of stock market volatility. Stock options are provided as a performance-oriented equity vehicle given they require an increase in the stock price to deliver value to our NEOs. |

  55. Long-Term Incentive Compensation

    | • | Equity ownership guidelines that reinforce outright ownership and further align executive interests with those of our stockholders. |

  56. Long-Term Incentive Compensation

    Our annual and new hire RSUs and stock options vest over a four-year period. The RSUs vest 25% annually over four years, and the stock options cliff vest at 25% after one year, then vest in equal monthly installments for the next 36 months. We typically grant annual and new hire equity using a mix of 1/3 RSUs and 2/3 stock options (in terms of number of shares). In 2023, as a result of the transitions and changes experienced by the Company at the executive level, the Compensation Committee granted a combination of annual equity awards to NEOs providing ongoing services to the Company, new hire equity awards to new NEOs, and special transition RSU awards to select NEOs. The long-term incentive compensation granted in 2023 was designed to support our goal of retaining and properly compensating key leaders as our leadership team evolved while continuing to drive the business forward without interruption. 2023 Annual Equity Awards The Compensation Committee, with the help of its independent compensation consultant, evaluates various internal and external factors to determine the size of our annual equity awards. Internally, the Committee considers any promotions or changes in role, recognition of significant contributions, and individual retention objectives to help size and differentiate the awards. Externally, the Committee evaluates other inputs in addition to grant date fair value given the highly volatile nature of our stock. These factors include:

  57. Long-Term Incentive Compensation

    | • | Number of shares granted (as a percentage of shares outstanding) |

  58. Long-Term Incentive Compensation

    | • | Potential realizable value under different stock price scenarios |

  59. Long-Term Incentive Compensation

    | • | Outstanding unvested and total equity holdings |

  60. Long-Term Incentive Compensation

    Consistent with this approach, the Committee sought to grant a similar number of annual equity shares to each eligible NEO in 2023 as in 2022. The number of shares granted, grant date fair value, and intrinsic value of the awards as of fiscal year end are detailed in the table below:

  61. Long-Term Incentive Compensation

    | Name | # Annual RSUs | # Annual Options | Option Exercise Price | Grant Date Fair Value of RSUs and Options | Illustrative Intrinsic Value of RSUs and Options at $10.06/share(1) | | Current NEOs: | | | | | | | Aine Hanly Chief Technology Officer | 27,500 | 55,000 | $27.01 | $1,947,759 | $276,650 | | Departed NEOs: | | | | | | | George Scangos, Ph.D. Former Chief Executive Officer | — | — | — | — | — | | Johanna Friedl-Naderer(2) Former Chief Operating Officer | 35,000 | 70,000 | $27.01 | $2,478,966 | $352,100 | | Phillip Pang, M.D., Ph.D.(2) Former Chief Medical Officer | 35,000 | 70,000 | $27.01 | $2,478,966 | $352,100 | | Steven Rice(2) Former Chief Administrative Officer | 23,000 | 46,000 | $27.01 | $1,629,035 | $231,380 | | Howard Horn Former Chief Financial Officer | — | — | — | — | — |

  62. Long-Term Incentive Compensation

    | (1) Reflects the immediate value of the annual options and annual RSUs if exercised or vested as of fiscal year end based on a closing stock price of $10.06 on December 29, 2023 (e.g., options shown above would have no intrinsic value at $10.06 and each RSU would have a $10.06 value attributable to it). |

  63. Long-Term Incentive Compensation

    | (2) Unvested Annual RSUs and Annual Options were forfeited upon the Departed NEOs’ respective departures. |

  64. Long-Term Incentive Compensation

    The number of RSUs and stock options granted in 2023 were generally consistent with the number of shares granted in 2022 and had a similar grant price. Dr. Scangos and Mr. Horn did not receive annual equity grants in anticipation of their planned transitions. Dr. De Backer, Mr. Lee and Dr. Calcagno each received new hire equity grants upon their respective start dates in 2023, detailed in the section below titled “2023 New Hire Equity Awards.” 2023 Special Transition RSU Awards In addition to the awards listed above, the Compensation Committee also approved special RSU grants to select NEOs in February 2023, coinciding with their annual equity awards. These RSUs were granted to ensure business continuity and stability during a critical leadership transition period for the Company. The RSUs vest with a backloaded schedule as follows: 2/3 of the shares vest after the second anniversary of the grant date and the final 1/3 of shares vest on the third anniversary of the grant date, subject to continued employment with the Company on the applicable vesting dates. The number of shares granted, grant date fair value, and intrinsic value of the awards as of fiscal year end are detailed in the table below:

  65. Long-Term Incentive Compensation

    | Name | # Transition RSUs | Grant Date Fair Value Per Share | Grant Date Fair Value | Illustrative Intrinsic Value at $10.06/share(1) | | Current NEOs: | | | | | | Aine Hanly Chief Technology Officer | 10,000 | $27.01 | $270,100 | $100,600 | | Departed NEOs: | | | | | | Johanna Friedl-Naderer(2) Former Chief Operating Officer | 25,000 | $27.01 | $675,250 | $251,500 | | Phillip Pang, M.D., Ph.D.(2) Former Chief Medical Officer | 25,000 | $27.01 | $675,250 | $251,500 | | Steven Rice(2) Former Chief Administrative Officer | 50,000 | $27.01 | $1,350,500 | $503,000 |

  66. Long-Term Incentive Compensation

    | (1) Reflects the immediate value of the transition RSUs if vested as of fiscal year end based on a closing stock price of $10.06 on December 29, 2023 (e.g., each RSU above would have a value of $10.06 attributable to it). |

  67. Long-Term Incentive Compensation

    | (2) Unvested Transition RSUs were forfeited upon the Departed NEOs’ respective departures. |

  68. Long-Term Incentive Compensation

    2023 New Hire Equity Awards Like the annual equity awards, the Compensation Committee considers a variety of factors in determining the size of new hire equity awards such as peer market data and what type of outstanding equity the new hire is forfeiting (if any) at his or her prior employer. When assessing the peer market data, the Compensation Committee considers the percentage of Vir’s shares outstanding represented by the potential grant, potential realizable value, and grant date fair value. See “—Chief Executive Officer Transition” above for a detailed description of the factors considered in the new hire equity award granted to Dr. De Backer. Similar to the annual equity grants, we show both the grant date fair value of each executive’s new hire equity as well as the year-end intrinsic value to emphasize the volatile nature of our stock and the at-risk element of our equity grants, the majority of which are in the form of stock options. The number of shares granted, grant date fair value, and intrinsic value of the awards as of fiscal year end are detailed in the table below:

  69. Long-Term Incentive Compensation

    | Name | # New Hire RSUs | # New Hire Options | Option Exercise Price | Grant Date Fair Value of RSUs and Options | Illustrative Intrinsic Value of RSUs and Options at $10.06/share(1) | | Marianne De Backer, M.Sc., Ph.D., MBA Chief Executive Officer | 576,452 | 1,152,904 | $23.28 | $35,023,955 | $5,799,107 | | Sung Lee Chief Financial Officer | 66,500 | 133,000 | $23.01 | $4,002,396 | $668,990 | | Jeffrey Calcagno, M.D. Chief Business Officer | 55,000 | 110,000 | $25.64 | $3,679,632 | $553,300 |

  70. Long-Term Incentive Compensation

    | (1) Reflects the immediate value of the new hire options and new hire RSUs if exercised or vested as of fiscal year end based on a closing stock price of $10.06 on December 29, 2023 (e.g., options shown above would have no intrinsic value at $10.06 and each RSU would have a $10.06 value attributable to it). |

  71. 2024 Compensation Actions

    | Name | # Annual RSUs | # Annual Options | Option Exercise Price | Grant Date Fair Value of RSUs and Options | | Marianne De Backer, M.Sc., Ph.D., MBA Chief Executive Officer | 175,000 | 350,000 | $10.11 | $4,467,050 | | Sung Lee Chief Financial Officer | 40,000 | 80,000 | $10.11 | $1,021,040 | | Jeffrey Calcagno, M.D. Chief Business Officer | 32,500 | 65,000 | $10.11 | $829,595 | | Aine Hanly Chief Technology Officer | 32,500 | 65,000 | $10.11 | $829,595 |

  72. Post-Employment Compensation

    Post-Employment Compensation Our NEOs are entitled to certain severance and change of control payments and benefits pursuant to the Vir Biotechnology, Inc. Change in Control and Severance Benefit Plan and, if applicable, their respective offer letters, as described in more detail below in the section entitled “—Potential Payments Upon Termination or Change of Control.” The plan provides for a combination of a lump-sum cash severance payment, continued health benefits and acceleration of vesting on outstanding equity awards in specified circumstances. Acceleration of vesting, other than for Dr. De Backer, is generally subject to a “double trigger” arrangement, meaning that vesting acceleration occurs only in the event of a change in control of the Company in connection with or followed by a termination of employment without cause by us, or with good reason by the NEO. For Dr. De Backer acceleration of vesting upon a Change in Control is subject to her employment letter agreement described in more detail under the section entitled “—Agreements with Named Executive Officers.” Given the industry in which we participate and the range of strategic initiatives that we may explore, we believe these arrangements are an essential element of our executive compensation package and assist us in recruiting and retaining talented individuals. In addition, since we believe it may be difficult for our NEOs to find comparable employment following an involuntary termination of employment in connection with or following a change in control of the Company, these payments and benefits are intended to ease the consequences to a NEO of an unexpected termination of employment. By establishing these payments and benefits, we believe we can mitigate the distraction and loss of our NEOs that may occur in connection with rumored or actual fundamental corporate changes and thereby protect stockholder interests while a transaction is under consideration or pending.

  73. Accounting and Tax Considerations

    Accounting and Tax Considerations Section 162(m) of the Code generally disallows a tax deduction to public companies for compensation in excess of $1 million paid in any one year to each of certain of the Company’s current and former executive officers. While the Compensation Committee generally considers the financial accounting and tax implications to us of its executive compensation decisions, neither element was a material consideration in the compensation awarded to our NEOs in 2023. Under Financial Accounting Standard Board ASC Topic 718 (“ASC Topic 718”), we are required to estimate and record an expense for each share-based payment award (including stock options) over the vesting period of the award. We record share-based compensation expense on an ongoing basis according to ASC Topic 718.

  74. Summary Compensation Table

    Summary Compensation Table The following table shows the compensation paid to or earned by our NEOs during the years ended December 31, 2023, December 31, 2022, and December 31, 2021, for the year(s) in which they were a NEO. For a narrative description of material factors helpful to understand the information disclosed in the table below for 2023, please see the Compensation Discussion and Analysis and the narrative to this table.

  75. Summary Compensation Table

    | Name and principal position | Year | Salary ($)(1) | Bonus ($)(2) | Stock awards ($)(3) | Option awards ($)(3) | Non-equity incentive plan compensation ($)(4) | Change in pension value and nonqualified deferred compensation earnings(5) | All other compensation ($)(6) | Total ($) | | Marianne De Backer, M.Sc., Ph.D., MBA(7) Chief Executive Officer and Director | 2023 | 675,000 | 2,500,000 | 13,419,803 | 21,604,153 | 855,360 | — | 437,179 | 39,491,495 | | George Scangos, Ph.D.(8) Former President and Chief Executive Officer | 2023 | 325,000 | — | — | — | — | — | 13,200 | 338,200 | | | 2022 | 638,333 | — | 2,489,730 | 4,043,885 | 295,750 | — | 12,200 | 7,479,898 | | | 2021 | 575,000 | — | 7,479,180 | 12,129,858 | 487,000 | — | 11,600 | 20,682,838 | | Sung Lee(9) Executive Vice President and Chief Financial Officer | 2023 | 402,865 | — | 1,530,165 | 2,472,231 | 293,423 | — | 149,690 | 4,848,374 | | Howard Horn(10) Former Executive Vice President and Chief Financial Officer | 2023 | 159,167 | — | — | — | — | — | 442,133 | 601,300 | | | 2022 | 475,167 | — | 1,031,800 | 1,233,355 | 150,413 | — | 12,200 | 2,902,935 | | | 2021 | 461,250 | — | 1,684,500 | 2,731,950 | 259,560 | — | 11,600 | 5,148,860 | | Johanna Friedl-Naderer(11) Former Executive Vice President and Chief Operating Officer | 2023 | 604,640 | — | 1,620,600 | 1,533,616 | 273,843 | 165,401 | 196,964 | 4,395,064 | | | 2022 | 444,396 | 1,100,000 | 2,171,700 | 907,412 | 202,230 | 127,877 | 86,416 | 5,040,031 | | Phillip Pang, M.D., Ph.D.(12) Former Executive Vice President, Chief Medical Officer and Interim Head of Research | 2023 | 527,000 | — | 1,620,600 | 1,533,616 | 257,774 | — | 13,200 | 3,952,190 | | | 2022 | 507,400 | 125,000 | 1,975,160 | 1,578,694 | 192,780 | — | 12,200 | 4,391,234 | | | 2021 | 492,000 | — | 2,156,160 | 3,496,896 | 276,864 | — | 11,600 | 6,433,520 | | Ann (Aine) Hanly, Ph.D. Executive Vice President and Chief Technology Officer | 2023 | 496,000 | — | 1,012,875 | 1,204,984 | 266,872 | — | 133,200 | 3,113,931 | | | 2022 | 474,167 | — | 1,577,180 | 1,159,354 | 181,440 | — | 186,625 | 3,578,766 | | | 2021 | 338,385 | 250,000 | 1,451,400 | 2,367,738 | 249,200 | — | 84,635 | 4,741,358 | | Jeffrey Calcagno, M.D.(13) Executive Vice President and Chief Business Officer | 2023 | 314,394 | 400,000 | 1,410,200 | 2,269,432 | 146,100 | — | — | 4,540,126 | | Steven Rice(14) Former Executive Vice President and Chief Administrative Officer | 2023 | 281,265 | — | 1,971,730 | 1,007,805 | — | — | — | 3,260,800 | | | 2022 | 485,633 | — | 589,600 | 986,684 | 184,464 | — | — | 2,246,381 | | | 2021 | 471,500 | — | 1,347,600 | 2,185,560 | 265,328 | — | — | 4,269,988 |

  76. Summary Compensation Table

    | (1) Salary amounts represent actual amounts paid during 2023, 2022 or 2021. |

  77. Summary Compensation Table

    | (2) For 2023 the amounts in this column represent: (i) for Dr. De Backer, $5,000,000 for a sign-on bonus paid in connection with Dr. De Backer’s employment letter agreement, of which $2,500,000 was paid in April 2023 and $2,500,000 was paid in April 2024; and (ii) for Dr. Calcagno, $400,000 for a sign-on bonus paid in connection with Dr. Calcagno’s employment letter agreement which was paid in May 2023. See below in the narrative section “—Agreements with Named Executive Officers—Agreement with Marianne De Backer” and “—Agreements with Named Executive Officers—Agreement with Jeffrey Calcagno” for a description of the material terms pursuant to which their sign-on bonuses were awarded. All other cash bonuses in 2023, which were based on achievement of performance goals, are disclosed in the column titled “Non-equity incentive plan compensation.” |

  78. Summary Compensation Table

    | (3) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the stock awards and option awards, as applicable, granted during fiscal years 2023, 2022 and 2021 computed in accordance with ASC Topic 718 for stock-based compensation transactions. For a discussion of valuation assumptions, see Note 12 “Stock-Based Awards” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. These amounts do not reflect the actual economic value that will be realized by the NEO upon, as applicable, the vesting of the stock options, the exercise of the stock options, the vesting of the stock awards or the sale of the common stock underlying such stock options and/or such stock awards. |

  79. Summary Compensation Table

    | (4) Reflects performance-based cash bonuses awarded to our NEOs. See the below narrative section “—Agreements with Named Executive Officers” for a description of bonuses and non-equity incentive plan compensation and the material terms pursuant to which this compensation was awarded. |

  80. Summary Compensation Table

    | (5) The amount in this column reflects the increase in the present value of the accumulated benefits attributable to Ms. Friedl-Naderer’s employment under a pension fund in Switzerland operated by Swiss Life Collective “BVG” Foundation (the “Swiss Pension Plan”). For 2023, the amount includes $81,666 contributed to the Swiss Pension Plan by our subsidiary, Vir Biotechnology International GmbH (“VBI”). The amounts reported are based on actual payments in Swiss Francs converted to U.S. Dollars using conversion rates of 1 USD = 0.85133 CHF and 1 USD = 0.9311084, as of December 31, 2023 and Ms. Friedl-Naderer’s hire date of March 2, 2022, respectively. |

  81. Summary Compensation Table

    | (6) For 2023 the amounts in this column represent: (i) for Dr. De Backer, $437,179 in reimbursement of expenses related to Dr. De Backer’s relocation to the San Francisco area, of which $202,493 relates to a tax gross-up; (ii) for each of Drs. Scangos and Pang, $13,200 for matching contributions made by us under our 401(k) plan; (iii) for Mr. Lee, (a) $136,490 in reimbursement of expenses related to Mr. Lee’s relocation to the San Francisco area, of which $43,425 relates to a tax gross-up, and (b) $13,200 for matching contributions made by us under our 401(k) plan; (iv) for Mr. Horn, (a) $429,750 of separation payment, and (b) $12,383 for matching contributions made by us under our 401(k) plan; (v) for Ms. Friedl-Naderer, (a) $138,997 in housing allowance payments, (b) $27,343 in car allowance payments, (c) $16,406 for additional healthcare plan payments, (d) $10,937 for personal expenses and (e) $3,280 for tax planning services; and (vi) for Dr. Hanly, (a) $120,000 in reimbursement of expenses related to Dr. Hanly’s relocation to the San Francisco area, and (b) $13,200 for matching contributions made by us under our 401(k) plan. |

  82. Summary Compensation Table

    | (7) Dr. De Backer was appointed as our Chief Executive Officer effective April 3, 2023. |

  83. Summary Compensation Table

    | (8) Dr. Scangos retired as our Chief Executive Officer effective April 3, 2023, at which time he transitioned to serving in an advisory role through June 30, 2023. Dr. Scangos’ base salary for 2023 was $650,000, of which he received a pro rata share equal to $162,500 from January 1, 2023 to April 2, 2023 and a pro rata share equal to $162,500 while serving in an advisory role from April 3, 2023 to June 30, 2023. Dr. Scangos was not eligible to receive a bonus under our 2023 short-term corporate incentive plan. |

  84. Summary Compensation Table

    | (9) Mr. Lee was appointed as our Executive Vice President and Chief Financial Officer effective March 27, 2023. |

  85. Summary Compensation Table

    | (10) Mr. Horn ceased to be our Chief Financial Officer effective March 27, 2023 and remained as Executive Vice President until April 28, 2023. Mr. Horn’s base salary for 2023 was $477,500, of which he received a pro rata share from January 1, 2023 through April 28, 2023. Mr. Horn was not eligible to receive a bonus under our 2023 short-term corporate incentive plan. |

  86. Summary Compensation Table

    | (11) Ms. Friedl-Naderer ceased to be our Executive Vice President and Chief Operating Officer effective September 29, 2023, but remained with us through March 31, 2024 to assist with the transition. |

  87. Summary Compensation Table

    | (12) Dr. Pang ceased to be our Executive Vice President and Chief Medical Officer effective March 31, 2024. |

  88. Summary Compensation Table

    | (13) Dr. Calcagno was appointed as our Executive Vice President and Chief Business Officer effective May 15, 2023. |

  89. Summary Compensation Table

    | (14) Mr. Rice ceased to be our Executive Vice President and Chief Administrative Officer effective July 21, 2023. Mr. Rice’s base salary for 2023 was $507,250, of which he received a pro rata share from January 1, 2023 through July 21, 2023. Mr. Rice was not eligible to receive a bonus under our 2023 short-term corporate incentive plan. |

  90. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table shows for the year ended December 31, 2023, certain information regarding grants of plan-based awards to our NEOs.

  91. Grants of Plan-Based Awards in 2023

    | | | Estimated future payouts under non- equity incentive plan awards(1) | | | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | All other stock awards: number of shares of stock or units (#)(2) | All other option awards: number of securities underlying options (#)(2) | Exercise or base price of option awards ($/Share) | Grant date fair value of stock and option awards ($) | | Marianne De Backer, M.Sc., Ph.D., MBA Stock option award Restricted Stock Units Annual Bonus | | | | | | | | | | | 4/3/2023 | — | — | — | — | 1,152,904 | 23.28 | 21,604,153 | | | 4/3/2023 | — | — | — | 576,452 | — | — | 13,419,803 | | | — | — | 720,000 | 1,080,000 | — | — | — | — | | Jeffrey Calcagno, M.D.(3) Stock option award Restricted Stock Units Annual Bonus | | | | | | | | | | | 5/15/2023 | — | — | — | — | 110,000 | 25.64 | 2,269,432 | | | 5/15/2023 | — | — | — | 55,000 | — | — | 1,410,200 | | | — | — | 142,397 | 213,596 | — | — | — | — | | Johanna Friedl-Naderer(4) Stock option award Restricted Stock Units Annual Bonus | | | | | | | | | | | 2/22/2023 | — | — | — | — | 70,000 | 27.01 | 1,533,616 | | | 2/22/2023 | — | — | — | 60,000 | — | — | 1,620,600 | | | — | — | 273, 843 | 410,765 | — | — | — | — | | Ann (Aine) Hanly, Ph.D. Stock option award Restricted Stock Units Annual Bonus | | | | | | | | | | | 2/22/2023 | — | — | — | — | 55,000 | 27.01 | 1,204,984 | | | 2/22/2023 | — | — | — | 37,500 | — | — | 1,012,875 | | | — | — | 224,640 | 336,960 | — | — | — | — | | Howard Horn(5) Stock option award Restricted Stock Units Annual Bonus | | | | | | | | | | | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | | Sung Lee Stock option award Restricted Stock Units Annual Bonus | | | | | | | | | | | 3/27/2023 | — | — | — | — | 133,000 | 23.01 | 2,472,231 | | | 3/27/2023 | — | — | — | 66,500 | — | — | 1,530,165 | | | — | — | 236,250 | 354,375 | — | — | — | — | | Phillip Pang, M.D., Ph.D.(6) Stock option award Restricted Stock Units Annual Bonus | | | | | | | | | | | 2/22/2023 | — | — | — | — | 70,000 | 27.01 | 1,533,616 | | | 2/22/2023 | — | — | — | 60,000 | — | — | 1,620,600 | | | — | — | 238,680 | 358,020 | — | — | — | — | | Steven Rice(7) Stock option award Restricted Stock Units Annual Bonus | | | | | | | | | | | 2/22/2023 | — | — | — | — | 46,000 | 27.01 | 1,007,805 | | | 2/22/2023 | — | — | — | 73,000 | — | — | 1,971,730 | | | — | — | — | — | — | — | — | — | | George Scangos, Ph.D.(8) Stock option award Restricted Stock Units Annual Bonus | | | | | | | | | | | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — |

  92. Grants of Plan-Based Awards in 2023

    | (1) These amounts relate to the performance-based cash bonuses. See the above narrative section “—Agreements with Named Executive Officers” for a description of non-equity incentive plan compensation. The amounts shown in the “Target” column represent the 2023 target payout amount based on the target percentage applied to each NEO’s base salary as of December 31, 2023. For 2023, the bonus targets were 80% for Dr. De Backer, and 45% of base salary for Drs. Calcagno, Hanly and Pang, Ms. Friedl-Naderer, and Mr. Lee. Actual amounts paid to each NEO are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. |

  93. Grants of Plan-Based Awards in 2023

    | (2) All stock options and RSUs were granted under the Vir Biotechnology, Inc. 2019 Equity Incentive Plan (the “2019 Plan”). See the above narrative section “—Agreements with Named Executive Officers” for a description of the material terms of the stock and option awards granted to each NEO during the year ended December 31, 2023. |

  94. Grants of Plan-Based Awards in 2023

    | (3) Dr. Calcagno’s 2023 target and maximum annual bonus values were prorated based on his start date of May 15, 2023. |

  95. Grants of Plan-Based Awards in 2023

    | (4) Ms. Friedl-Naderer’s employment with the Company ended effective March 31, 2024. As a result of her separation, Ms. Friedl-Naderer forfeited all of her unvested stock option awards and RSUs. Vesting of her equity awards ceased as of March 31, 2024, and she is entitled to exercise any vested stock option awards under the 2019 Plan until the earlier of (a) the date that is three months following her separation from the Company, and (b) the expiration of the term of such stock option award. Amounts reflected above for Ms. Friedl-Naderer have been converted from Swiss francs to U.S. dollars at a conversion rate of 1.0 USD = 0.85133 CHF. |

  96. Grants of Plan-Based Awards in 2023

    | (5) Mr. Horn’s employment with the Company was involuntarily terminated effective April 28, 2023. As a result of his separation, Mr. Horn forfeited all of his unvested stock option awards and RSUs. Vesting of his equity awards ceased as of April 28, 2023, and he was entitled to exercise any vested stock option awards (i) under the 2019 Plan until the earlier of (a) the date that is three months following his separation from the Company and (b) the expiration of the term of such stock option award, and (ii) under the 2016 Plan within a period of 30 days following his separation from the Company, but in no event beyond the expiration of the stated term of such stock option awards. Due to the timing of his separation, Mr. Horn was not eligible for a 2023 annual bonus. |

  97. Grants of Plan-Based Awards in 2023

    | (6) Dr. Pang resigned from the Company effective March 31, 2024. As a result of his separation, Dr. Pang forfeited all of his unvested stock option awards and RSUs. Vesting of his equity awards ceased as of March 31, 2024, and he was entitled to exercise any vested stock option awards (i) under the 2019 Plan until the earlier of (a) the date that is three months following his separation from the Company and (b) the expiration of the term of such stock option award, and (ii) under the 2016 Plan within a period of 30 days following his separation from the Company, but in no event beyond the expiration of the stated term of such stock option awards. |

  98. Grants of Plan-Based Awards in 2023

    | (7) Mr. Rice resigned his employment from the Company effective July 21, 2023. As a result of his separation, Mr. Rice forfeited all then unvested stock option awards and RSUs that were held by him. Vesting of his equity awards ceased as of July 21, 2023, and he was entitled to exercise any vested stock option awards (i) under the 2019 Plan until the earlier of (a) the date that is three months following his separation from the Company and (b) the expiration of the term of such stock option award, and (ii) under the 2016 Plan within a period of 30 days following his separation from the Company, but in no event beyond the expiration of the stated term of such stock option awards. Due to the timing of his separation, Mr. Rice was not eligible for a 2023 annual bonus. |

  99. Grants of Plan-Based Awards in 2023

    | (8) Dr. Scangos resigned his employment from the Company effective July 1, 2023, but continues to serve on the Board. As a result, Dr. Scangos continues to vest in the outstanding RSUs and stock options granted to him during his tenure as an employee. Due to the timing of Dr. Scangos’ resignation of employment, he was not eligible to receive a 2023 annual bonus. |

  100. Outstanding Equity Awards at Fiscal Year-End 2023

    Outstanding Equity Awards at Fiscal Year-End 2023 The following table presents information concerning equity awards held by our NEOs as of December 31, 2023.

  101. Outstanding Equity Awards at Fiscal Year-End 2023

    | Option Awards | | | | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Marianne De Backer, M.Sc., Ph.D., MBA | 4/3/2023(2) | 4/3/2023 | — | 1,152,904 | 23.28 | 4/2/2033 | — | — | | | 4/3/2023(3) | 4/3/2023 | — | — | — | — | 576,452 | 5,799,107 | | Jeffrey Calcagno, M.D. | 5/15/2023(2) | 5/15/2023 | — | 110,000 | 25.64 | 5/14/2033 | — | — | | | 5/15/2023(3) | 5/15/2023 | — | — | — | — | 55,000 | 553,300 | | Johanna Friedl-Naderer | 2/22/2023(2) | 2/22/2023 | — | 70,000 | 27.01 | 2/21/2033 | — | — | | | 2/22/2023(3) | 2/22/2023 | — | — | — | — | 35,000 | 352,100 | | | 2/22/2023(4) | 2/22/2023 | — | — | — | — | 25,000 | 251,500 | | | 3/2/2022(2) | 3/2/2022 | 19,687 | 25,313 | 24.13 | 3/1/2032 | — | — | | | 3/2/2022(3) | 3/2/2022 | — | — | — | — | 67,500 | 679,050 | | Ann (Aine) Hanly, Ph.D. | 2/22/2023(2) | 2/22/2023 | — | 55,000 | 27.01 | 2/21/2033 | — | — | | | 2/22/2023(3) | 2/22/2023 | — | — | — | — | 17,625 | 177,308 | | | 2/22/2023(4) | 2/22/2023 | — | — | — | — | 30,000 | 301,800 | | | 2/22/2022(2) | 2/22/2022 | 21,541 | 25,459 | 29.48 | 2/21/2032 | — | — | | | 2/22/2022(3) | 2/22/2022 | — | — | — | 23,500 | 236,410 | | | | 2/22/2022(4) | 2/22/2022 | — | — | — | — | 30,000 | 301,800 | | | 3/29/2021(2) | 3/29/2021 | 41,250 | 18,750 | 48.38 | 3/28/2031 | — | — | | | 3/29/2021(3) | 3/29/2021 | — | — | — | — | 15,000 | 150,900 | | Sung Lee | 3/27/2023(2) | 3/27/2023 | — | 133,000 | 23.01 | 3/26/2033 | — | — | | | 3/27/2023(3) | 3/27/2023 | — | — | — | — | 66,500 | 668,990 | | Phillip Pang, M.D., Ph.D. | 2/22/2023(2) | 2/22/2023 | — | 70,000 | 27.01 | 2/21/2033 | — | — | | | 2/22/2023(3) | 2/22/2023 | — | — | — | — | 35,000 | 352,100 | | | 2/22/2023(4) | 2/22/2023 | — | — | — | — | 25,000 | 251,500 | | | 2/22/2022(2) | 2/22/2022 | 29,333 | 34,667 | 29.48 | 2/21/2033 | — | — | | | 2/22/2022(3) | 2/22/2022 | — | — | — | — | 24,000 | 241,440 | | | 2/22/2022(4) | 2/22/2022 | — | — | — | — | 35,000 | 352,100 | | | 2/16/2021(2) | 2/16/2021 | 45,333 | 18,667 | 67.38 | 2/15/2031 | — | — | | | 2/16/2021(3) | 2/16/2021 | — | — | — | — | 16,000 | 160,960 | | | 3/11/2019(2) | 3/11/2019 | 37,535 | — | 5.175 | 3/11/2029 | — | — | | | 7/19/2018(2) | 7/19/2018 | 13,576 | — | 1.575 | 7/19/2028 | — | — | | | 4/27/2018(2) | 4/27/2018 | 47,591 | — | 1.53 | 4/27/2028 | — | — | | | 3/9/2017(2) | 12/14/2016 | 18,833 | — | 0.855 | 3/9/2027 | — | — |

  102. Outstanding Equity Awards at Fiscal Year-End 2023

    | (1) The market value is based on the closing price of $10.06 per share of our common stock on December 29, 2023, the last trading day of the Company’s 2023 fiscal year. |

  103. Outstanding Equity Awards at Fiscal Year-End 2023

    | (2) 25% of the shares underlying this option vest on the one-year anniversary of the vesting commencement date and the remainder vest in 36 equal monthly installments thereafter and are eligible for accelerated vesting as described below under the section titled “—Potential Payments Upon Termination or Change in Control.” |

  104. Outstanding Equity Awards at Fiscal Year-End 2023

    | (3) Vest in four equal annual installments beginning on the one-year anniversary of the vesting commencement date and are eligible for accelerated vesting as described below under the section titled “—Potential Payments Upon Termination or Change in Control.” |

  105. Outstanding Equity Awards at Fiscal Year-End 2023

    | (4) Two-thirds of the shares vest on the two-year anniversary of the vesting commencement date and the remainder of the shares vest on the three-year anniversary of the vesting commencement date and are eligible for accelerated vesting as described below under the section titled “—Potential Payments Upon Termination or Change in Control.” |

  106. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table provides information on stock options exercised, including the number of shares of our common stock acquired upon exercise and the value realized, and the vesting of stock awards, determined as described below, for our NEOs in the year ended December 31, 2023.

  107. 2023 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Marianne De Backer, M.Sc., Ph.D., MBA | — | — | — | — | | George Scangos, Ph.D.(3) | — | — | 55,000 | 1,459,095.00 | | Jeffrey Calcagno, M.D. | — | — | — | — | | Johanna Friedl-Naderer | — | — | 22,500 | 508,725.00 | | Ann (Aine) Hanly, Ph.D. | — | — | 13,375 | 329,083.75 | | Howard Horn(4) | — | — | 12,500 | 328,625.00 | | Sung Lee | — | — | — | — | | Phillip Pang, M.D., Ph.D. | 35,000 | 958,344.46 | 16,000 | 420,640.00 | | Steven Rice(5) | — | — | 10,000 | 262,900.00 |

  108. 2023 Option Exercises and Stock Vested Table

    | (1) The value realized on exercise was calculated by multiplying (i) the number of shares exercised by (ii) the difference between (x) the closing market price of our common stock on the date of exercise, or the actual selling price if same-day sales occurred, and (y) the exercise price of the applicable options. |

  109. 2023 Option Exercises and Stock Vested Table

    | (2) The value realized for restricted stock awards was calculated by multiplying the closing price of a share of our common stock on the vesting date by the total number of shares that vested on such date, and does not represent actual amounts received by the NEOs as a result of the vesting of the restricted stock awards. |

  110. 2023 Option Exercises and Stock Vested Table

    | (3) Dr. Scangos resigned his employment with the Company effective July 1, 2023, but continues to serve on the Board. |

  111. 2023 Option Exercises and Stock Vested Table

    | (4) Mr. Horn’s employment with the Company was involuntarily terminated effective April 28, 2023. |

  112. 2023 Option Exercises and Stock Vested Table

    | (5) Mr. Rice resigned effective July 21, 2023. |

  113. Pension Benefits

    Pension Benefits Swiss Pension Plan. As a former employee of our Humabs BioMed SA and VBI subsidiaries (collectively, “Humabs”) in Switzerland, Ms. Friedl-Naderer was eligible to participate in the Swiss Pension Plan. Swiss Life Collective “BVG” Foundation ensures that the Swiss Pension Plan meets at least the mandated requirements for minimum pension benefits. The Swiss Pension Plan is a cash balance formula, with contributions made both by Humabs and Ms. Friedl-Naderer. Ms. Friedl-Naderer’s total pension savings account balance represents contributions and interest made by Humabs, as well as from her prior employers. The Swiss Pension Plan also provides disability and death benefits under certain circumstances. The amount shown in the table below and throughout this proxy statement reflect the portion of the benefit attributable to contributions (made by both Humabs and Ms. Friedl-Naderer) made while employed by Humabs. Upon retirement, Ms. Friedl-Naderer will receive the value of her pension savings account. She may elect to receive her benefit as a lump sum or as an annuity. The pension savings account grows each year with pay credits (40% payable by Ms. Friedl-Naderer and 60% payable by Humabs while Ms. Friedl-Naderer was employed by the Company) and interest. The normal retirement age under the Swiss Pension Plan is age 64 for females (as in accordance with Swiss law). Ms. Friedl-Naderer may elect to retire from the age of 58. Annuity benefits are converted using reduced actuarial equivalence conversion factors. The following table provides information about the benefits provided for Ms. Friedl-Naderer under the Swiss Pension Plan. The amount reported represents the U.S. Dollar equivalent of the benefits provided for Ms. Friedl-Naderer in Swiss Francs, based on a conversion rate of 1.0 USD =0.85133 CHF as of December 31, 2023.

  114. Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit (USD) | | Johanna Friedl-Naderer(1) | Swiss Pension Plan | 1.8 | $186,038 |

  115. Pension Benefits

    | (1) The number of years of credited service is equal to Ms. Friedl-Naderer’s length of service at Humabs. |

  116. Pension Benefits

    Assumptions for Swiss Pension Plan: Mortality, disability and turnover rates are calculated according to mortality table BVG 2020 Generational (generated for the calendar year 2023). Discount rate: 2.3% Distribution retirement age: 100% at 64 Lump sum probability at retirement: 45% Long-term assumptions: Price inflation: 1.2% Interest rate on the savings account: 2.3% Expected return on plan assets: 2.3% Salary increase: 1.5% Social security increase: 1.2% Pension increase: 0.0%

  117. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Regardless of the manner in which an executive officer’s service terminates, each executive officer is entitled to receive amounts earned during their term of service, including unpaid salary and unused paid time off, as applicable. In addition, the Board has approved the Vir Biotechnology, Inc. Change in Control and Severance Benefit Plan (the “Severance Plan”) described below. Each of our NEOs, other than Ms. Friedl-Naderer, was covered by the Severance Plan while employed by Vir in 2023.

  118. Pay Versus Performance

    Pay Versus Performance The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officers (“PEO 1” and “PEO 2” and, collectively, the “PEOs”) and our other named executive officers (the “Other NEOs”) as presented in the “Summary Compensation Table” on page 48 (the “SCT Amounts”), (ii) the “compensation actually paid” to our PEOs and our Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules (the “CAP Amounts”), (iii) certain financial performance measures, and (iv) the relationship of the CAP Amounts to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates compensation decisions in light of company or individual performance. For discussion of how our Compensation Committee seeks to align pay with performance when making compensation decisions, please review “Compensation Discussion and Analysis” beginning on page 29.

  119. Pay Versus Performance

    | | PEO 1 | PEO 1 | PEO 2 | PEO 2 | | | Value of Initial Fixed $100 Investment Based On: | | | | Fiscal Year | Summary Compensation Table Total for PEO 1 | Compensation Actually Paid to PEO 1 | Summary Compensation Table Total for PEO 2 | Compensation Actually Paid to PEO 2 | Average Summary Compensation Table Total for Other NEOs | Average Compensation Actually Paid to Other NEOs | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income ($ in thousands) | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | 2023 | $338,200 | ($4,717,018) | $39,491,495 | $18,206,997 | $3,530,255 | $203,774 | $80 | $115 | ($615,061) | | 2022 | $7,479,898 | $3,498,740 | $0 | $0 | $4,044,309 | $1,084,615 | $201 | $111 | $515,837 | | 2021 | $20,682,838 | $15,032,868 | $0 | $0 | $5,685,910 | $6,198,242 | $333 | $125 | $528,584 | | 2020 | $994,883 | $34,542,658 | $0 | $0 | $1,431,729 | $6,929,113 | $213 | $126 | ($298,665) |

  120. Pay Versus Performance

    | (1) Dr. Scangos is our PEO 1 (all years) and Dr. De Backer is our PEO 2 (2023). Our Other NEOs were Jeffrey Calcagno, M.D. (2023), Johanna Friedl-Naderer (2022 and 2023), Ann (Aine) Hanly (2021, 2022 and 2023), Howard Horn (all years), Michael Kamarck, Ph.D. (2020), Sung Lee (2023), Phillip Pang, M.D., PhD. (2021, 2022 and 2023), Steven Rice (2020 and 2023), and Herbert (Skip) Virgin, M.D., Ph.D. (2020, 2021 and 2022). |

  121. Pay Versus Performance

    | (2) The following table describes the adjustments, each of which is prescribed by SEC rule, to calculate the CAP Amounts from the SCT Amounts. The SCT Amounts and the CAP Amounts do not reflect the actual amount of compensation earned by or paid to our executives during 2023, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. |

  122. Pay Versus Performance

    | Adjustments | | | | | Prior FYE Current FYE Fiscal Year | PEO 1 12/31/2022 12/31/2023 2023 | PEO 2 12/31/2022 12/31/2023 2023 | Other NEOs* 12/31/2022 12/31/2023 2023 | | SCT Total | $338,200 | $39,491,495 | $3,530,255 | | - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | $0 | $0 | ($23,629) | | + Pension Service Cost | $0 | $0 | $23,629 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $0 | ($35,023,955) | ($2,741,122) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $0 | $13,739,457 | $823,985 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | ($4,520,340) | $0 | ($678,798) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | | + 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 | ($534,878) | $0 | ($67,578) | | - 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 | $0 | $0 | ($662,969) | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $0 | $0 | $0 | | Compensation Actually Paid | ($4,717,018) | $18,206,997 | $203,774 |

  123. Pay Versus Performance

    | * Amounts presented are averages for the entire group of Other NEOs. |

  124. Pay Versus Performance

    Valuation assumptions used to calculate fair values did not materially differ from those used to calculate fair values at the time of grant as reflected in the SCT Amounts. The following charts show graphically the relationships over the past three years of the CAP Amounts for our PEOs and Other NEOs as compared to our cumulative total shareholder return (“TSR”), Peer Group TSR and net income, as well as the relationship between TSR and Peer Group TSR: Compensation Actually Paid versus TSR and Peer Group TSR(1)

  125. Pay Versus Performance

    | (1) The peer group is Nasdaq Biotechnology Index. |

  126. Pay Versus Performance

    Compensation Actually Paid versus Net Income

  127. CEO Pay Ratio

    CEO Pay Ratio Under the rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, 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 the CEO (the “CEO Pay Ratio”). Measurement Date We identified the median employee using our employee population as of December 31, 2023 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis). Consistently Applied Compensation Measure (“CACM”) To identify the median employee, we aggregated for each employee as of December 31, 2023: (1) annual base salary, (2) target bonus amount and (3) the grant date fair value of equity awards granted during the fiscal year ended December 31, 2023. Salaries for employees hired during 2023 were annualized, and we applied a consistent exchange rate as of December 31, 2023 to our Swiss employees to convert their pay to U.S. Dollars. Pay Ratio After applying our CACM methodology, we identified a group of employees whose compensation was at or near the median of the employee data. From this group, we selected an individual who we reasonably believed represented our median employee. Next, we calculated the median employee’s annual compensation in accordance with the requirements of the Summary Compensation Table. Our median employee compensation in 2023 as calculated using the Summary Compensation Table requirements was $301,437. Dr. De Backer’s CEO compensation in 2023 as reported in the Summary Compensation Table as $39,491,495. Therefore, our CEO Pay Ratio for 2023 is approximately 131:1. As discussed earlier in this proxy statement, Dr. De Backer’s total compensation for 2023 included a one-time sign-on cash bonus and equity award, along with reimbursement of expenses related to her international relocation from Germany to San Francisco, in connection with the commencement of her employment with the Company. As a result, we expect our CEO Pay Ratio for 2024 to be significantly lower than our 2023 CEO Pay Ratio provided in this proxy statement. We believe the pay ratio reported above is a reasonable estimate based on our internal records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation 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. As a result, the pay ratio reported by other companies may not be comparable to our pay ratio as reported above, as other companies have different employee populations and pay practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  128. Director Compensation

    Director Compensation The table below shows for the fiscal year ended December 31, 2023, certain information with respect to the compensation of all of our non-employee directors, including our Non-Executive Chairman.

  129. Director Compensation for Fiscal Year 2023

    Director Compensation for Fiscal Year 2023

  130. Director Compensation for Fiscal Year 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1)(2) | Total ($) | | Vicki Sato, Ph.D. | 102,356 | 155,135 | 244,764 | 502,255 | | Jeffrey S. Hatfield | 72,271 | 155,135 | 244,764 | 472,170 | | Robert More | 75,000 | 155,135 | 244,764 | 474,899 | | Janet Napolitano | 67,075 | 155,135 | 244,764 | 466,974 | | Robert Nelsen | 55,000 | 155,135 | 244,764 | 454,899 | | Robert Perez(4) | 60,000 | 155,135 | 244,764 | 459,899 | | Saira Ramasastry | 76,606 | 155,135 | 244,764 | 476,505 | | George Scangos, Ph.D.(3) | 25,000 | 0 | 0 | 25,000 | | Phillip Sharp, Ph.D.(4) | 65,000 | 155,135 | 244,764 | 464,899 | | Elliott Sigal, M.D., Ph.D. | 73,250 | 155,135 | 244,764 | 473,149 |

  131. Director Compensation for Fiscal Year 2023

    | (1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the stock awards and option awards granted during fiscal 2023 computed in accordance with ASC Topic 718. For a discussion of valuation assumptions, see Note 12 “Stock-Based Awards” to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. These amounts do not reflect the actual economic value that will be realized by our non-employee directors upon, as applicable, the vesting of the stock options, the exercise of the stock options, the vesting of the stock awards or the sale of the common stock underlying such stock options and/or such stock awards. |

  132. Director Compensation for Fiscal Year 2023

    | (2) The following table provides information regarding the number of shares of common stock underlying stock options granted to our non-employee directors that were outstanding as of December 31, 2023, and the number of shares of RSUs granted to our non-employee directors as of December 31, 2023. |

  133. Director Compensation for Fiscal Year 2023

    | Name | Option Awards Outstanding at Year-End (#) | Stock Awards outstanding at Year End Subject to Rights (#) | | Vicki Sato, Ph.D. | 280,526 | 6,027 | | Jeffrey S. Hatfield | 78,112 | 6,027 | | Robert More | 55,967 | 6,027 | | Janet Napolitano | 61,742 | 6,027 | | Robert Nelsen | 56,497 | 6,027 | | Robert Perez(4) | 120,778 | 6,027 | | Saira Ramasastry | 98,886 | 6,027 | | George Scangos, Ph.D.(3) | 1,006,443 | 138,750 | | Phillip Sharp, Ph.D.(4) | 104,581 | 6,027 | | Elliott Sigal, M.D., Ph.D. | 60,006 | 6,027 |

  134. Director Compensation for Fiscal Year 2023

    | (3) Dr. Scangos resigned from his employment effective July 1, 2023, but continues to serve on the Board. No equity awards were granted to Dr. Scangos in 2023 in connection with his employment or Board service. |

  135. Director Compensation for Fiscal Year 2023

    | (4) Mr. Perez and Dr. Sharp will cease to serve as directors immediately following the election and qualification of a successor at the Annual Meeting. |

  136. Director Compensation for Fiscal Year 2023

    Non-Employee Director Compensation Policy In December 2022 the Board worked in concert with our compensation consultant to review our non-employee director compensation policy and the Board approved a revised policy that took effect on January 1, 2023 (our “Director Compensation Policy”). Under our Director Compensation Policy, each of our non-employee directors is paid a cash retainer for service on the Board and an additional cash retainer for service on each committee on which the director is a member. The chairperson of each committee receives a higher retainer than other members of each committee for such service. These retainers are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on the Board. The retainers paid to non-employee directors for service on the Board and for service on each committee of the Board on which the director is a member under the policy in effect for 2023 were as follows:

  137. Director Compensation for Fiscal Year 2023

    | Name | Annual Service Retainer | Chairperson Retainer (Inclusive of Annual Service Retainer) | | Board of Directors | $50,000 | $75,000 | | Audit Committee | $10,000 | $20,000 | | Compensation Committee | $7,500 | $15,000 | | Nominating and Corporate Governance Committee | $5,000 | $10,000 | | Science and Technology Committee | $7,500 | $15,000 |

  138. Director Compensation for Fiscal Year 2023

    In addition, under our Director Compensation Policy in effect for 2023, each non-employee director newly elected or appointed to the Board was entitled to receive two equity awards (collectively, the “Initial Grants”) with a value of $400,000 in the aggregate comprised of (i) an option to purchase shares of our common stock (the “Initial Option Grant”) and (ii) a RSU award covering shares of the Company’s common stock (the “Initial RSU Grant”). The total number of shares subject to the Initial Option Grant will be initially calculated in accordance with the Black-Scholes valuation methodology and the total number of shares subject to the Initial RSU Grant will be initially calculated in accordance with the Fair Market Value (as defined in the 2019 Plan) as of the grant date, and such resulting number of shares shall be divided between the Initial Grants based on a fixed ratio of two shares subject to the Initial Option Grant for every one share subject to the Initial RSU Grant, with the number of shares subject to the Initial Option Grant rounded down to the nearest whole share and in no event exceeding 16,000 shares and the number of shares subject to the Initial RSU Grant rounded down to the nearest whole share and in no event exceeding 8,000 shares. One-third of the shares subject to each Initial Option Grant will vest on the one-year anniversary of such director’s initial election or appointment and thereafter the remainder of the shares subject to each such stock option will vest monthly over a two-year period, subject to the director’s continued service as a director. The Initial RSU Grant will vest in three equal installments on the first, second and third anniversaries of such director’s initial election or appointment, subject to the director’s continued service as a director. Further, on the first market trading day after the 2023 annual meeting of stockholders, each non-employee director that continued to serve as a non-employee member on the Board received two equity awards (collectively, the “Annual Grants”) with a value of $400,000 in the aggregate comprised of (i) a stock option to purchase shares of the Company’s common stock (the “Annual Option Grant”); and (ii) a RSU award covering shares of the Company’s common stock (the “Annual RSU Grant”). The shares subject to each Annual Grant will vest in full on the one-year anniversary of the grant date, subject to the director’s continued service as a director. The total number of shares subject to the Annual Option Grant will be initially calculated in accordance with the Black-Scholes valuation methodology as of the grant date and the total number of shares subject to the Annual RSU Grant will be initially calculated in accordance with the Fair Market Value (as defined in the 2019 Plan) as of the grant date, and such resulting number of shares shall be divided between the Annual Grants based on a fixed ratio of two shares subject to the Annual Option Grant for every one share subject to the Annual RSU Grant, with the number of shares subject to the Annual Option Grant rounded down to the nearest whole share and in no event exceeding 16,000 shares and the number of shares subject to the Annual RSU Grant rounded down to the nearest whole share and in no event exceeding 8,000 shares. The exercise price of all options granted was equal the fair market value of our common stock on the date of grant. Grants pursuant to the Director Compensation Policy were made under the 2019 Plan and are thus subject to the non-employee director compensation limits detailed in the 2019 Plan. Options and RSUs granted to our non-employee directors under the 2019 Plan pursuant to the Director Compensation Policy will vest in full upon the occurrence of a change in control (as defined in the 2019 Plan) prior to the termination of the director’s continuous service.