DEF 14A of Amarin Corp Plc\uk
Filed Apr 10, 2026 · FY20250001193125-26-151417
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS All directors of the Company are required to retire and seek re-election on an annual basis. The directors elected at the Annual General Meeting will hold office until their successors are elected and qualified, unless they resign or their seats become vacant due to removal or other cause in accordance with the Articles. As described below, the Board has nominated each of Mr. Aaron D. Berg, Ms. Patrice Bonfiglio, Mr. Keith L. Horn, Mr. Odysseas Kostas, M.D., Mr. Louis Sterling III, Ms. Diane E. Sullivan and Mr. Michael Torok for re-election at the Annual General Meeting. Each of the nominees has indicated his or her willingness to serve if re-elected. Should any of the nominees become unavailable for election at the Annual General Meeting, the persons named on the enclosed proxy as proxy holders may vote all proxies given in response to this solicitation for the election of a substitute nominee chosen by the Board.
Nomination of Directors
Nomination of Directors The Nominating and Corporate Governance Committee, which acts as the Company’s nominating committee, reviews and recommends to the Board potential nominees for election to the Board. In reviewing potential nominees, the Nominating and Corporate Governance Committee considers the qualifications of each potential nominee in light of the Board’s existing and desired mix of experience and expertise. In accordance with our Nominating and Corporate Governance Committee Charter and the Policy Governing Director Qualifications and Nominations, it considers whether the nominee satisfies the following minimum criteria: has experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing; is highly accomplished in his or her field, with superior credentials and recognition; is well regarded in the community and has a long-term reputation for the highest ethical and moral standards; has sufficient time and availability to devote to the affairs of the Company, particularly in light of the number of boards on which the nominee may serve; has a demonstrated history of actively contributing at board meetings (to the extent that the nominee serves or has previously served on other boards). In addition to these minimum qualifications, the Nominating and Corporate Governance Committee recommends that the Board select persons for nomination to help ensure that: a majority of the Board shall be independent in accordance with the listing standards of the Nasdaq Capital Market (“Nasdaq”); each of the Company’s Audit, Remuneration and Nominating and Corporate Governance Committees shall be comprised entirely of independent directors; and at least one member of the Audit Committee shall qualify as an audit committee financial expert as defined by Securities and Exchange Commission (“SEC”) rules. In addition, the Nominating and Corporate Governance Committee may consider whether the nominee has direct experience in the pharmaceutical, biotechnology or healthcare industries or in the markets in which the Company operates and whether the nominee, if elected, would assist in achieving a mix of Board members that represents a diversity of background and experience. Although the Nominating and Corporate Governance Committee may consider whether nominees assist in achieving a mix of Board members that represents a diversity of background and experience, which is not limited to race, gender or national origin, we have no formal policy regarding Board diversity. The Nominating and Corporate Governance Committee considers shareholder nominees using the same criteria set forth above. Shareholders who wish to present a potential nominee to the Nominating and Corporate Governance Committee for consideration for election at a future annual general meeting of shareholders must provide the Nominating and Corporate Governance Committee with notice of the nomination and certain information regarding the candidate within the time periods set forth below under the caption "Shareholder Proposals". After reviewing the qualifications of potential Board candidates, the Nominating and Corporate Governance Committee presents its recommendations to the Board, which selects the final director nominees. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board nominated each of Mr. Aaron D. Berg, Ms. Patrice Bonfiglio, Mr. Keith L. Horn, Mr. Odysseas Kostas, M.D., Mr. Louis Sterling III, Ms. Diane E. Sullivan and Mr. Michael Torok for re-election as directors.
Nominees and Incumbent Directors
Nominees and Incumbent Directors The table below sets forth the following information for the Company’s directors: the year each was first elected as a director of the Company, their respective ages, and the positions currently held with the Company:
Nominees and Incumbent Directors
| Nominee / Director Name and Year of First Election | Age | Position(s) with the Company | | Nominees for Director: | | | | Aaron D. Berg (2024) | 63 | President and Chief Executive Officer | | Patrice Bonfiglio (2023) | 43 | Director | | Paul Cohen, M.D. (2023)(1) | 51 | Director | | Keith L. Horn (2023) | 67 | Director | | Odysseas Kostas M.D. (2023) | 51 | Director | | Oliver O'Connor (2023)(1) | 64 | Director | | Louis Sterling III (2023) | 47 | Director | | Diane E. Sullivan (2023) | 64 | Director | | Michael Torok (2025) | 47 | Director |
Nominees and Incumbent Directors
Dr. Cohen and Mr. O'Connor are not standing for re-election at the Annual General Meeting, and as a result, Dr. Cohen and Mr. O'Connor will resign from the Board effective as of the time immediately before the commencement of the Annual General Meeting.
Directors Nominated for Election
Directors Nominated for Election The following persons have been nominated by the Board to be elected as directors at the Annual General Meeting. Aaron D. Berg joined Amarin in November 2012 as Vice President, Marketing and Managed Care. He has since served in roles of increasing responsibility, including as Senior Vice President, Marketing and Sales from February 2014 until April 2018, as Senior Vice President and Chief Commercial Officer from April 2018 through July 2021, then Executive Vice President, President-U.S., in August 2021. Mr. Berg was appointed President and Chief Executive Officer in June 2024. Before joining Amarin, Mr. Berg served as president and chief executive officer of Essentialis, Inc., a development stage pharmaceutical company, where he led the company’s work on triglyceride management. Prior to joining Essentialis, Mr. Berg served as vice president of marketing and sales at Kos Pharmaceuticals, where he was instrumental in driving annual revenues approaching $1 billion until the acquisition of Kos Pharmaceuticals by Abbott Laboratories in December 2006. Mr. Berg began his pharmaceutical industry career as a sales representative with Bristol-Myers Squibb, followed by various commercial positions with Schering-Plough and GlaxoSmithKline. He obtained his B.S. in Business Management, Marketing from the University of Maryland. Based on Mr. Berg’s executive experience in the biopharmaceutical industry and his current role as our President and Chief Executive Officer, the Board believes Mr. Berg has the appropriate set of skills to serve as a member of our Board. Ms. Patrice Bonfiglio joined Amarin as a non-executive director in February 2023. Ms. Bonfiglio is the Co-Founder and Chief Executive Officer of Iris International LLC, an investment firm focused on preventative healthcare. She also serves as an advisor to Sarissa Capital Management LP, a registered investment adviser focused on constructive shareholder activism in the healthcare sector, where she previously served as President. Ms. Bonfiglio joined Sarissa Capital in 2013 and served in various roles including Chief Operating Officer, Chief Financial Officer, and Chief Compliance Officer, overseeing investment, operational, financial, and compliance functions and engaging with public company boards and management teams in the healthcare sector. From October 2020 to October 2022, Ms. Bonfiglio served as Chief Financial Officer of Sarissa Capital Acquisition Corp. (Nasdaq: SRSA), a publicly traded special purpose acquisition company focused on the healthcare and biopharma industry, where she was responsible for financial oversight, SEC reporting, and capital markets activities. Ms. Bonfiglio began her career in accounting and operations, holding roles of increasing seniority at several investment management firms, including Pequot Capital Management, Inc., Ridgefield Capital Asset Management, Arrowhawk Capital Partners, LLC, and Arbalet Capital Management, LP. Ms. Bonfiglio received her B.S. degree from Temple University. She currently serves as an advisor to Helix Decision Science, an agentic AI platform performing predictive intelligence and agentic automation. Ms. Bonfiglio is well-qualified to serve as a member of our Board due to her extensive experience in healthcare investing, public company financial oversight, capital allocation, accounting, tax, and compliance. Mr. Keith L. Horn joined Amarin as a non-executive director in February 2023. Mr. Horn is the founder and managing member of Loring Capital Advisors, LLC, a firm providing investment advisory and consulting services to hedge fund managers, asset management firms, and early-stage and start-up businesses. Since November 2024, Mr. Horn has served as Executive Chairman of The Forest Road Company, a specialty finance and investment firm that focuses on providing capital and advisory solutions in sectors including media and entertainment, real estate, renewable energy and digital assets. Mr. Horn served as the Chief Executive Officer and a director of Forest Road Acquisition Corp. from September 2020 to June 2021, when it consummated a business combination with The Beachbody Company. From 2003 to 2015, Mr. Horn served as Chief Operating Officer and a member of the Management Committee and Valuation Committee of Elliott Management Corporation, a global multi-strategy firm, where he was responsible for global management and oversight of operational, support and control functions of the firm's investment advisory business. Prior to Elliott, Mr. Horn spent 16 years at Merrill Lynch, Pierce, Fenner & Smith Incorporated as a Managing Director, serving in various capacities, including Global Head of Leveraged Finance, Head of Latin America Debt, and Chief of Staff to the Chairman and President. Mr. Horn began his career in private practice as a corporate and securities attorney. Since February 2025, Mr. Horn has served as director of Platform Science, Inc., a transportation technology company that provides software platforms and telematics for connected commercial vehicles with a focus on trucking fleets. Since October 2021, Mr. Horn has served as an advisory board member of Sharp Alpha, a sports betting and gaming venture capital fund. Mr. Horn also served on the board of directors of Sarissa Capital Acquisition Corp., a special purpose acquisition company sponsored by Sarissa Capital from October 2021 to November 2022. From March 2021 to April 2023, Mr. Horn served as a director of Forest Road Acquisition Corp. II, a special purpose acquisition company. In addition, since January 2019, Mr. Horn has served as a director of Caliper Holdings, a company engaged in the consumer and commercial ingredients food and beverage business. Mr. Horn served as a director of ShopOne Centers REIT, Inc., an owner and operator of shopping malls, from March 2018 to May 2022. In addition, in July 2019, Mr. Horn was appointed to the strategic advisory board of lnvestcorp Strategic Capital Partners, a fund established to assemble a diverse portfolio of general partnership stakes in alternative asset managers. From April 2016 to November 2019, Mr. Horn served on the board of directors of Empire Resorts, Inc., which operates in the gaming and hospitality industries, where he served as Chairperson of the audit committee and as Chairperson of the special committee in its review and approval of an acquisition transaction pursuant to which Empire became a privately-held entity. Mr. Horn also serves on the board of directors for the Binghamton University Foundation and for many years was a member of the Foundation investment committee. For many years, Mr. Horn served as a member of the board of directors of PeacePlayers International, a non-profit organization that uses the game of basketball to educate and unite children in areas of conflict around the world. Mr. Horn received his J.D. (cum laude) from Georgetown University Law Center and his B.A. degrees in Economics and Political Science from Binghamton University, where he graduated Phi Beta Kappa with highest honors. Mr. Horn is well-qualified to serve as a member of our Board due to his significant experience in investments, capital markets, operations, capital allocation, strategic collaboration, corporate governance, corporate finance, and mergers and acquisitions.
Directors Nominated for Election
Dr. Odysseas Kostas joined Amarin as a non-executive director in February 2023 and currently serves as Chairman. Dr. Kostas is founder and Managing Director of Polymetis Strategies LLC, a consulting firm focused on finance, strategy and operations. Dr. Kostas serves as an advisor to Sarissa Capital Management LP where he previously served as a Partner, Senior Managing Director and as Head of Research. Earlier in his career, Dr. Kostas was a Director at Evercore ISI covering the biotechnology and pharmaceutical industries and a Consultant and Senior Associate Analyst at Sanford C. Bernstein and Co., Inc. Prior to joining Bernstein, he practiced internal medicine as part of the Yale New Haven Health System and served as a consultant to various biotechnology companies. Dr. Kostas currently serves as a director of Armata Pharmaceuticals, Inc. (NYSE: ARMP), and previously served as a director and Chairman of Innoviva, Inc. (Nasdaq: INVA). Dr. Kostas received his B.S. degree from the Massachusetts Institute of Technology and his M.D. degree from the University of Texas Southwestern Medical School. Dr. Kostas is well-qualified to serve as a member of our Board due to his significant experience in medicine, investments, operations, research and development, capital allocation, partnerships and strategic collaboration, corporate governance, corporate finance, and mergers and acquisitions. Mr. Louis Sterling III joined Amarin as a non-executive director in February 2023. Since January 2017, Mr. Sterling has been a private investor targeting small-cap public equities and select fast-growth private companies, particularly in the healthcare industry. Prior to 2017, Mr. Sterling worked in investment banking (corporate finance/M&A) at Goldman Sachs, middle-market private equity at Lincolnshire Management, and was a managing director at BondFactor. From December 2021 to April 2023, Mr. Sterling served as a director of BZAM Ltd. (formerly the Green Organic Dutchman Holdings Ltd.), a sustainable global cannabis company, and served as chair of the corporate governance & nominating committee and as a member of the compensation committee. Mr. Sterling received his J.D. from Harvard Law School, his M.B.A. from Harvard Business School, and his B.B.A. from Howard University. Mr. Sterling is well qualified to serve as a member of our Board due to his significant investments, operations, capital allocation, corporate finance, and mergers and acquisitions expertise. Ms. Diane E. Sullivan joined Amarin as a non-executive director in February 2023. Ms. Sullivan founded her own consulting firm in May 2020, which specializes in strategy development and providing commercialization expertise for life sciences companies. Since May 2020, Ms. Sullivan has served as part-time Chief Commercial Officer of DalCorp Pharmaceuticals. Since July 2023, Ms. Sullivan has served on the board of directors of Lexicon Pharmaceuticals, Inc. (Nasdaq: LXRX). From November 2018 to April 2020, Ms. Sullivan served as Chief Commercial Officer of The Medicines Company (“MDCO”), until its $9.7B acquisition by Novartis. Prior to her time at MDCO, Ms. Sullivan was an independent commercialization and market access consultant from October 2017 to November 2018. Ms. Sullivan was Vice President, Market Access & Patient Strategies at AstraZeneca from 2013 to 2017. She was Vice President, Specialty Payer & Channel Group at Pfizer from 2009 to 2013 and prior to the acquisition, was Vice President, Healthcare Systems Marketing at Wyeth in 2008. Before Wyeth, Ms. Sullivan spent 12 years in a series of strategy, marketing, brand management, business development, and integration roles at GlaxoSmithKline. She began her career at IBM and was a member of the team that launched IBM’s entry into the Health Data Networking business. Ms. Sullivan served on the board of directors of OrthogenRx, a privately held medical device company from May 2018 until it was acquired by Avanos Medical in January 2022. Ms. Sullivan received a B.A. from Dickinson College. She also graduated from IBM’s intensive two-year marketing and account management training program as well as IBM’s customized version of an M.B.A. program. Ms. Sullivan is well-qualified to serve as a member of our Board due to her significant investments, operations, research and development, capital allocation, partnerships and strategic collaboration, corporate governance, corporate finance, and mergers and acquisitions expertise. Mr. Michael Torok joined Amarin as a non-executive director in April 2025. Since 2008, Mr. Torok has served as the co-founder and managing director of JEC Capital Partners, LLC, an investment company with offices in the United States and Germany. Prior to that, Mr. Torok served as Chief Financial Officer for Integrated Dynamics Engineering Inc. a semiconductor equipment technology company that was acquired by Aalberts Industries (AMS: AALB), from 2006 to 2009. Earlier in his career, Mr. Torok served in various positions at PricewaterhouseCoopers LLP, a multinational professional services network of firms. Mr. Torok has served on the board of directors of Liberated Syndication, Inc. (formerly Nasdaq: LSYN), a podcasting platform for creators and advertisers, since December 2022. Mr. Torok previously served on the boards of directors of Carisma Therapeutics Inc. (Nasdaq: CARM) from March 2023 to October 2024, Photon Control Inc. (formerly TSX: PHO) from 2016 to 2018, and Symbility Solutions Inc. from 2015 to 2018. Mr. Torok received a B.S. in Accounting and Finance and a Masters in Finance from Boston College. Mr. Torok is well qualified to serve as a member of our Board due to his experience in capital markets, mergers and acquisitions, capital resources and operational improvements.
Directors Not Standing for Re-election
Directors Not Standing for Re-election On March 25, 2026, Dr. Cohen and Mr. O'Connor each notified the Company that they would not stand for re-election at the Annual General Meeting. Dr. Paul Cohen joined Amarin as a non-executive director in February 2023. He is the Albert Resnick, MD Associate Professor, Head of the Laboratory of Molecular Metabolism, and Senior Attending Physician at The Rockefeller University, where he has served as an Associate Professor since 2021 and was an Assistant Professor from 2015 to 2021. Dr. Cohen is a member of the Scientific Advisory Board of Cellular Intelligence, Canary Cure Therapeutics, Moonwalk Biosciences, and Hoxton Farms. Since 2016, Dr. Cohen has been a practicing cardiologist at Memorial Sloan Kettering Cancer Center. He received his undergraduate degree from Harvard College. He then went on to graduate from the Tri-Institutional MD-PhD Program, where he completed his PhD research at the Rockefeller University studying the unique metabolic effects of the hormone leptin. Dr. Cohen received his MD from Weill Cornell Medical College. He then completed an Internal Medicine Residency at Columbia University Medical Center and a Cardiology Fellowship at Brigham and Women’s Hospital. He performed postdoctoral research training at the Dana Farber Cancer Institute studying transcriptional determinants of adipocyte identity. Mr. Oliver O’Connor joined Amarin as a non-executive director in April 2023. Mr. O’Connor currently serves as the Chief Executive Officer of the Irish Pharmaceutical Healthcare Association, a position he has held since January 2015. Earlier, Mr. O’Connor served as a special advisor to the Deputy Prime Minister, Minister for Enterprise, Trade and Employment and Minister for Health and Children in Ireland. Mr. O’Connor has served as a founder board member of the Irish Medicines Verification Organisation since 2017. Mr. O’Connor earned an MBA from Stanford University’s Graduate School of Business and a Bachelor of Arts from University College Dublin. Each nominee will be elected to the Board if (i) on a show of hands, a majority of shareholders present in person or by proxy and voting on the proposal vote in favor of such nominee or (ii) on a poll, shareholders representing a majority of the total voting rights of shareholders who are present at the meeting in person or by proxy and voting on the proposal vote in favor of such nominee. As a result, abstentions and broker non-votes will have no effect on the vote outcome. Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, then FOR the election of all the nominees named in this Proxy Statement.
APPROVAL OF THE COMPANY’S AMENDED AND RESTATED 2020 STOCK INCENTIVE PLAN
APPROVAL OF THE COMPANY’S AMENDED AND RESTATED 2020 STOCK INCENTIVE PLAN Our Board believes that share-based incentive awards can play an important role in the success of the Company by encouraging and enabling the employees, officers, non-employee members of our Board and consultants of the Company and its subsidiaries upon whose judgment, initiative, and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. Consistent with our compensation philosophy and objectives, our Board believes that providing such persons with a direct stake in the Company assures a closer identification of the interests of such individuals with those of the Company and its shareholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company. On March 25, 2026, our Board, based on input from Pearl Meyer, as our independent external compensation consultant, and the recommendation of our Remuneration Committee, adopted, subject to shareholder approval, the Amarin Corporation plc Amended and Restated 2020 Stock Incentive Plan (the “Amended and Restated Plan”) which amends and restates the Company’s 2020 Stock Incentive Plan (the "2020 Plan") as amended by Amendments No. 1, No. 2 and No. 3 to the 2020 Plan to increase the share reserve under the Amended and Restated Plan by 15,000,000 Ordinary Shares and to increase the number of Ordinary Shares that may be issued in the form of incentive stock options by 15,000,000 Ordinary Shares. The 2020 Plan was originally adopted by our Board on March 16, 2020 and was approved by our shareholders at our 2020 annual general meeting (such shareholder approval, the "Original Effective Date"), Amendment No. 1 to the 2020 Plan was adopted by our Board on May 14, 2022 and was approved by our shareholders at our 2022 annual general meeting; Amendment No. 2 to the 2020 Plan was adopted by our Board on May 26, 2023 and was approved by our shareholders at our 2023 annual general meeting; and Amendment No. 3 to the 2020 Plan was adopted by our Board on February 8, 2024 and was approved by our shareholders at our 2024 annual general meeting. The Board did not request approval at the 2025 Annual General Meeting for an amendment to the 2020 Plan to increase the share reserve.
Rationale for the Amended and Restated Plan
Rationale for the Amended and Restated Plan The Amended and Restated Plan is critical to our ongoing effort to build shareholder value. Equity incentive awards are an important component of our executive and non-executive employees’ compensation. Our Remuneration Committee and our Board believe that we must continue to offer a competitive equity compensation program in order to attract, retain and motivate the talented and qualified employees necessary for our continued growth and success in Ireland, the United States and internationally. We manage our long-term shareholder dilution by limiting the number of equity incentive awards granted annually. The Remuneration Committee carefully monitors our annual net burn rate, total dilution and equity expense in order to maximize shareholder value by granting only the number of equity incentive awards that it believes is necessary and appropriate to attract, reward and retain our employees. Our compensation philosophy reflects broad-based eligibility for equity incentive awards for high performing employees. As of March 31, 2026, all of our employees held outstanding equity awards in varying levels or were within a three-month provisional period to become eligible to receive equity awards. By ensuring that our employees hold equity awards, we link the interests of those employees with those of our shareholders and motivate our employees to act as owners of the business.
Burn Rate
| Share Element | 2025 | 2024 | 2023 | | Time- and Performance-Based Stock Options Granted, net of forfeitures(1) | 3,420,940 | 139,223 | 10,141,886 | | Time- and Performance-Based Full-Value Awards Granted, net of forfeitures(2) | 5,734,000 | 5,838,294 | 2,278,927 | | Total Awards Granted | 9,154,940 | 5,977,517 | 12,420,813 | | Weighted average Ordinary Shares outstanding during the fiscal year | 414,983,506 | 410,936,685 | 407,645,557 | | Annual Burn Rate | 2.21% | 1.45% | 3.05% | | Three Year Average Burn Rate | 2.24% | 2.52% | | | Weighted average Ordinary Shares outstanding during the fiscal year, including shares issuable upon conversion of preferred stock | 414,983,506 | 410,936,685 | 407,645,557 | | Annual Burn Rate Including Ordinary Shares Issuable Upon Conversion of Preferred Stock | 2.21% | 1.45% | 3.05% | | Three Year Average Burn Rate Including Ordinary Shares Issuable Upon Conversion of Preferred Stock | 2.24% | 2.52% | |
Summary of the Amended and Restated Plan
Summary of the Amended and Restated Plan The following description of certain features of the Amended and Restated Plan is intended to be a summary only. The summary is qualified in its entirety by the full text of the 2020 Plan filed as Exhibit 10.1 to our Form 8-K, filed with the SEC on July 14, 2020, the full text of Amendments No. 1, 2 and 3 to the 2020 Plan filed as Exhibits 10.2 to our Form 8-K, filed with the SEC on June 30, 2022, July 24, 2023 and April 22, 2024, respectively, and the Amended and Restated Plan, which is attached hereto as Appendix A. Eligibility. Eligible persons include any employee, officer, consultant or director providing services to the Company or any affiliate of the Company, as determined by the Remuneration Committee. As of March 31, 2026, approximately 82 individuals were eligible to participate in the Amended and Restated Plan, including five executive officers, 69 employees who are not executive officers and eight non-employee directors. In addition, the Amended and Restated Plan provides that a change in status from an employee to a consultant, or from a consultant to an employee, will be considered an interruption or termination of services for purposes of the Amended and Restated Plan. Stock Options. The Amended and Restated Plan permits the granting of (1) options to purchase Ordinary Shares intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code, and (2) options that do not so qualify. Options granted under the Amended and Restated Plan will be non-qualified stock options if they fail to qualify as incentive stock options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of the Company and any subsidiary or parent (each as defined in Section 424 of the Code) of the Company. Non-qualified stock options may be granted to any persons eligible to receive awards under the Amended and Restated Plan. The option exercise price of each option is determined by the Remuneration Committee but may not be less than 100% of the fair market value of the Ordinary Shares on the date of grant. Fair market value for this purpose is the closing sale price of an ADS on Nasdaq on the date of grant, as proportionately adjusted to reflect the Company's current ratio of Ordinary Shares to ADS. The exercise price of an option may not be reduced after the date of the option grant, other than to appropriately reflect changes in our capital structure. Incentive stock options cannot be granted in respect of more than 75,000,000 Ordinary Shares. The term of each option may not exceed 10 years from the date of grant. The Remuneration Committee will determine at what time or times each option may be exercised. Options may be made exercisable in installments. In general, unless otherwise permitted by the Remuneration Committee, no option granted under the Amended and Restated Plan is transferable by the optionee other than by will or by the laws of descent and distribution, and options may be exercised during the optionee’s lifetime only by the optionee, or by the optionee’s legal representative or guardian in the case of the optionee’s incapacity. The method of payment to be used to exercise an option is determined by the Remuneration Committee and may consist of, alone or in combination, (a) cash or check, (b) surrender (or attestation to the ownership following such procedures as the Company may prescribe) of other Ordinary Shares that are not then subject to restrictions under any Company plan and have a fair market value on the date of surrender or attestation equal to the aggregate exercise price of Ordinary Shares as to which such option shall be exercised, or (c) delivery of a properly executed exercise notice together with such other documentation as the Remuneration Committee and the broker, if applicable, shall require to effect an exercise of the option and delivery to the Company of the sale or loan proceeds required to pay the aggregate exercise price and any applicable income or employment taxes. In addition, non-qualified stock options can be exercised for consideration in the form of cancelled indebtedness or by a “net exercise” arrangement pursuant to which the Company will reduce the number of Ordinary Shares issuable upon exercise by the largest whole number of shares with a fair market value that does not exceed the aggregate exercise price. The Remuneration Committee can also provide for the payment of such other consideration and method of payment permitted under applicable laws. To qualify as incentive stock options, options must meet additional U.S. federal tax requirements, including a $100,000 limit on the value of shares subject to incentive stock options that first become exercisable by a participant in any one calendar year. Restricted Stock Units. The Remuneration Committee may award restricted stock units to any eligible persons. Restricted stock units are payable in Ordinary Shares or, at the discretion of the Remuneration Committee, in cash or a combination of cash and Ordinary Shares, and may be subject to such conditions and restrictions as the Remuneration Committee may determine. These conditions and restrictions may include the achievement of certain performance objectives and/or continued service with the Company through a specified vesting period. Unrestricted Share Awards. The Remuneration Committee may also grant to directors Ordinary Shares that are free from any restrictions under the Amended and Restated Plan, provided that the director shall pay an amount for the Ordinary Shares at least equal to their aggregate nominal values. A director may elect to receive such an award of unrestricted Ordinary Shares in lieu of cash meeting fees to which the director is otherwise entitled. Dividend Equivalent Rights. During the vesting period for restricted stock units, restricted stock units may be credited with dividend equivalent rights, which entitle the participant to receive credits for dividends that would have been paid if the recipient had held the Ordinary Shares underlying the restricted stock units. Any such dividend equivalent rights shall provide that such rights be settled only upon settlement or payment of, or lapse of restrictions on, such restricted stock unit award, and that such dividend equivalent right shall expire or be forfeited or annulled under the same conditions as the restricted stock unit award. Change of Control Provisions. The Amended and Restated Plan provides that upon the effectiveness of a “change of control” (as defined in the Amended and Restated Plan), except as otherwise provided by the Remuneration Committee in an award agreement, (i) participants may exercise their options to the extent vested immediately prior to the change of control within 12 months of the change of control (or through the expiration date, if earlier), (ii) all unvested awards held by directors (other than the Chief Executive Officer of the Company) will automatically vest in full, and (iii) all unvested awards held by other participants (i.e., the Chief Executive Officer and participants who are not directors) shall continue to vest following a change of control and, if any such participant’s employment is terminated by the Company for any reason other than “cause” (as defined in the Amended and Restated Plan) within two years of the change of control, shall fully vest, and in the case of options become exercisable and remain exercisable for a period of 12 months following such termination (or through the expiration date, if earlier). In addition, the Company may provide for awards to be substituted by equivalent awards or for a cash payment to be paid to participants in respect of all awards held by participants (whether or not vested) upon the change of control, in which case all original awards shall lapse upon the consummation of the change of control.
Summary of the Amended and Restated Plan
Adjustments for Stock Dividends, Stock Splits, Etc. The Amended and Restated Plan requires the Remuneration Committee to make appropriate adjustments to the number of Ordinary Shares that are subject to the Amended and Restated Plan, to certain limits in the Amended and Restated Plan, and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and similar events. Tax Withholding. Participants in the Amended and Restated Plan are responsible for the payment of any federal, state, or local taxes that the Company is required by law to withhold upon the exercise of options or the receipt, vesting, or settlement of other awards. The Remuneration Committee may require that tax withholding obligations be satisfied by withholding Ordinary Shares that otherwise would be issued upon exercise, settlement, or vesting or other Company shares. The Remuneration Committee may also require that the Company’s tax withholding obligation be satisfied, in whole or in part, by an arrangement whereby a certain number of Ordinary Shares issued pursuant to an award are immediately sold and proceeds from such sale are remitted to the Company in an amount that would satisfy the withholding amount due. UK Sub Plan. The Amended and Restated Plan includes a UK Sub Plan adopted under, and forming part of, the Amended and Restated Plan to operate as an employee share scheme for UK employees and to rely on UK statutory exemptions. Amendments and Termination. The Board may at any time amend or discontinue the Amended and Restated Plan and the Remuneration Committee may at any time amend or cancel any outstanding award for the purpose of satisfying changes in the law or for any other lawful purpose. However, no such action may adversely affect any rights under any outstanding award without the holder’s consent. To the extent required under the rules of Nasdaq, any amendments that materially change the terms of the Amended and Restated Plan will be subject to approval by our shareholders. Amendments shall also be subject to approval by our shareholders if and to the extent determined by the Remuneration Committee to be required by the Code to preserve the qualified status of incentive stock options. Administration; Delegation. As noted above, the Amended and Restated Plan will continue to be administered by the Remuneration Committee, which has full power, subject to the provisions of the Amended and Restated Plan, to, among other things, select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, to determine the specific terms and conditions of each award, and to accelerate the vesting of one or more outstanding awards at such times and in such amounts as it determines. The Remuneration Committee may delegate to a committee of one or more directors or to a committee of one or more officers its authority under the Amended and Restated Plan with respect to the granting of awards to individuals who are not members of the delegated committee, and may revoke or amend the terms of such delegation at any time, but no such action will invalidate any prior actions of such delegation. Compliance with Other Policies. Awards under the Amended and Restated Plan are subject to the Company’s insider trading policy and the Company’s clawback policy, as in effect from time to time. Effective Date of Plan. The Board originally adopted the 2020 Plan on March 16, 2020, and it became effective on July 13, 2020, which was the day it was approved by shareholders. Amendment No. 1 to the 2020 Plan was adopted by the Board on May 14, 2022 and was approved by shareholders on June 27, 2022. Amendment No. 2 to the 2020 Plan was adopted by the Board on May 26, 2023 and was approved by shareholders on July 21, 2023. Amendment No. 3 to the 2020 Plan was adopted by the Board on February 8, 2024 and was approved by shareholders on April 18, 2024. The effective date of the Amended and Restated Plan proposed in this Proposal No. 11 will be the date the Amended and Restated Plan is approved by shareholders. Awards of incentive stock options may be granted under the Amended and Restated Plan until March 16, 2030. No other awards may be granted under the Amended and Restated Plan after July 13, 2030.
Equity Compensation Plan Information
Equity Compensation Plan Information The following table provides information as of December 31, 2025 with respect to the Ordinary Shares or ADSs, as the case may be, that may be issued under our equity compensation plans, consisting of the 2020 Plan, and the Amarin Corporation plc Employee Stock Purchase Plan (“ESPP”):
Equity Compensation Plan Information
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted- Average | Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining | Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column) | | Equity compensation plans approved by shareholders | 37,664,220(1) | $1.95(2) | 18,531,055(3) | | Equity compensation plans not approved by shareholders | — | — | — | | Total | 37,664,220(1) | $1.95(2) | 18,531,055(3) |
Equity Compensation Plan Information
1. Includes 25,924,420 Ordinary Shares issuable upon the exercise of outstanding options and 11,739,800 Ordinary Shares issuable upon the vesting of restricted stock units. 2. Represents the weighted-average exercise price of options outstanding under the 2020 Plan. The weighted-average exercise price does not take into account restricted stock unit awards since such awards have no exercise price. 3. As of December 31, 2025, a total of 17,947,556 Ordinary Shares remained available for issuance pursuant to the 2020 Plan and a total of 583,499 Ordinary Shares remained available for issuance pursuant to the ESPP. No shares were available for issuance pursuant to our 2011 Plan. This amount does not include the 15,000,000 Ordinary Shares that would be added to the share reserve under the Amended and Restated Plan if this Proposal No. 11 is approved by our shareholders. Shareholders will be asked at the Annual General Meeting to approve the following resolution pursuant to this Proposal No. 11: "RESOLVED, to approve the Amarin Corporation plc Amended and Restated 2020 Stock Incentive Plan."
Say-on-Pay, Shareholder Outreach Efforts, and Approach for 2025 Compensation
| Key Priorities | How We Addressed Them | | Chief Executive Officer pay mix and market alignment | • Maintained the Chief Executive Officer's target cash compensation at conservative levels and delivered the majority of his overall compensation through equity • Targeted 2025 equity awards at approximately the 50th percentile of our peer group | | Balancing performance and retention objectives in a transformational year | • Granted the regular annual equity awards to all named executive officers with an 18-month vesting period, consisting of 75% stock options and 25% restricted stock units, with value realization dependent on sustained share price appreciation, except as otherwise described below with respect to the Chief Executive Officer • Implemented a broad-based cash retention award program for all eligible employees including the named executive officers, except for the Chief Executive Officer, with payouts in 2025 and 2026 | | Timing and structure of Chief Executive Officer incentive awards in connection with transformational strategic activity | • Delayed the Chief Executive Officer's annual equity grant until after completion of the Recordati licensing agreement o Delivered a portion of the awards in performance-based RSUs and cash based on the successful transaction close o Included stock options and time-based RSUs as part of his regular equity award mix, consistent with the other named executive officers • Provided a one-time cash payment in recognition of the successful transaction | | Meaningful performance assessment in a year with materially different operating conditions Chief Executive Officer annual incentive target and framework | • Designed the annual incentive program with two distinct performance periods and scorecards to reflect priorities before and after the Recordati licensing agreement • Established a 2025 annual incentive target for the Chief Executive Officer equal to 75% of base salary, with incentive outcomes determined 100% on corporate performance |
2025 Compensation Highlights
2025 Compensation Highlights Our executive compensation program has three primary elements: base salary, annual cash incentives and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our named executive officers to focus on long-term sustainable shareholder value creation. Based on our performance and consistent with the design of our program, the Remuneration Committee made the following executive compensation decisions for fiscal year 2025:
2025 Compensation Highlights
| Base Salaries | • Approved merit-based salary increases to the named executive officers ranging from 3.0% to 4.5%, effective February 1, 2025. | | Annual Incentives | • Structured the 2025 annual incentive program to reflect a year of significant strategic execution, including the completion of the European licensing agreement with Recordati. The Board and the Remuneration Committee assessed corporate performance across two distinct periods -- first half strategic positioning and second half post-transaction execution and transition management -- to ensure incentive outcomes remained aligned with the Company's evolving operating model and shareholder priorities. • Based on individual performance and the achievement of the Company's 2025 corporate goals, as assessed across both performance periods, the Remuneration Committee approved annual incentive payouts to the named executive officers ranging from 105.81% to 107.75% of target. • The Chief Executive Officer's 2025 annual incentive award was determined on the same corporate performance basis applied to other executive officers, with a target annual incentive opportunity equal to 75% of base salary, reinforcing alignment with Company performance and shareholder value creation. | | Long-Term Incentives | • Given the transformational nature of the year and the range of potential strategic outcomes, the Remuneration Committee concluded that a temporary modification to the grant vesting schedule was warranted, and reduced the vesting period from three years to 18 months to better align executive focus and decision-making with a critical period of strategic execution and shareholder value considerations. The Remuneration Committee also determined that the vesting schedule will revert to its three-year vesting framework for long-term incentive awards beginning in 2026. • Equity awards were granted in connection with the execution of the Recordati licensing agreement, which was significant to the Company's long-term strategy: o Executives other than the Chief Executive Officer received equity awards in January 2025, delivered as 75% stock options and 25% restricted stock units, vesting over 18 months (50% after 12 months and 50% after 18 months) o The Chief Executive Officer did not receive equity at the time of the January 2025 grants and instead received long-term incentive awards following the completion of the Recordati licensing agreement in late June 2025, including restricted stock units that vested based upon completion of the licensing agreement and time-based restricted stock units and stock options vesting over 18 months. |
2025 Compensation Highlights
Dr. Keenan's cash retention awards are translated at the EUR to USD exchange rate as of December 31, 2025 of 1.17. Separate from this program, Mr. Fishman, Dr. Keenan and Dr. Ketchum also received cash payments of $33,750, $137,066 and $161,460, respectively, in February 2025, representing the second tranche of an employee retention program approved in July 2023, with the first tranche paid in 2024. The payment was made pursuant to the program's original terms and did not reflect a new compensation decision in 2025. Accordingly, Mr. Fishman, Dr. Keenan and Dr. Ketchum received aggregate retention cash payments of $173,750, $357,775 and $429,096, respectively, in 2025 that are reflected in the "Bonus" column of the Summary Compensation Table included in this Proxy Statement, as required under SEC reporting rules. Chief Executive Officer - Recordati Award and Prior-Approved Cash Payment in 2025 As described above, for 2025, the Board and the Remuneration Committee established a defined annual incentive opportunity for the Chief Executive Officer with a target equal to 75% of base salary, with incentive outcomes determined 100% based on corporate performance. Separate from compensation earned under the 2025 annual incentive program, and following the closing of the Company's licensing agreement with Recordati in late June 2025, the Board and the Remuneration Committee approved a one-time cash award of $190,000 to Mr. Berg in recognition of his leadership and execution in completing the agreement. Mr. Berg also received a cash payment of $142,326 in February 2025 pursuant to the employee retention program approved in July 2023, prior to his appointment as Chief Executive Officer in 2024 and before adoption of the Company's current annual incentive framework, representing the second tranche under that pre-existing program with the first tranche paid in 2024. The payment was made pursuant to the program's original terms and did not reflect a new compensation decision in 2025. Accordingly, Mr. Berg received aggregate cash payments of $332,326 in 2025 that are reflected in the "Bonus" column of the Summary Compensation Table included in this Proxy Statement, as required under SEC reporting rules.
Best Compensation Practices & Policies
| The Remuneration Committee engaged an independent compensation consultant to assist with its review for the fiscal year ended December 31, 2025. | We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments or benefits. | | Under our Clawback Policy, incentive compensation for our executive officers is subject to clawback if we are required to restate our financial statements due to material noncompliance with a financial reporting requirement or to correct an error that is not material to previously issued financial statements but would result in a material misstatement if the error were corrected or left uncorrected. | We prohibit our executive officers and directors from hedging or pledging their Ordinary Shares. | | We have guidelines for executive officers to maintain meaningful levels of share ownership. | We do not provide guaranteed performance bonuses to our named executive officers at any minimum levels of payment under our annual cash incentive plan. | | The Company has entered into employment and equity award agreements with our named executive officers that provide certain financial benefits if there is both a change in control and a qualifying termination of employment (a “double trigger”). A change in control alone will not trigger severance pay or accelerated vesting of equity awards. | We do not currently offer, nor do we have plans to provide, pension arrangements, retirement plans or nonqualified deferred compensation plans or arrangements to our executive officers that are not generally available to our other full-time, salaried employees. | | We use compensation peer groups comprised of companies based on industry sector, revenue and market capitalization as a reference for compensation decisions, and we review these peer groups annually. | We do not currently offer, nor do we have plans to provide, any health and welfare benefit programs to our executive officers that are not generally available to our other full-time, salaried employees. | | Our executive compensation program is designed, in part, to manage business and operational risk and to discourage excessive or inappropriate risk taking at the expense of long-term results. | | | We engage with our shareholders to discuss and understand their perceptions or concerns regarding our executive compensation program and other matters. | |
Compensation Philosophy and Objectives
Compensation Philosophy and Objectives Amarin’s philosophy in setting compensation policies for executive officers has two fundamental objectives: (1) to attract and retain a highly skilled team of executives and (2) to align our executives’ interests with those of our shareholders by rewarding short-term and long-term performance and tying compensation to increases in shareholder value. The Remuneration Committee believes that executive compensation should be directly linked both to continuous improvements in corporate performance (“pay for performance”) and accomplishments that are expected to increase shareholder value. In furtherance of this goal, the Remuneration Committee has adhered to the following guidelines as a foundation for decisions that affect the levels of compensation: • provide a competitive total compensation package that enables the Company to attract and retain highly qualified executives with the skills and experience required for the achievement of business goals; • align compensation elements with the Company’s annual goals and long-term business strategies and objectives; • promote the achievement of key strategic and financial performance measures by linking short-term and long-term cash and equity incentives to the achievement of measurable corporate and individual performance goals; and align executives’ incentives with the creation of shareholder value. In addition to the Remuneration Committee's pay for performance and shareholder-value focused compensation philosophy, as part of its comprehensive review of our compensation practices for 2025 compensation, the Remuneration Committee identified guiding principles to support the compensation philosophy, including: making operational simplicity a priority given Amarin's streamlined organization; • ensure consistency with approved peer group across compensation decisions; • aligning compensation to the market 50th percentile for the Board, executive and senior leadership teams, in light of the revised peer group described below; • employing a consistent methodology for determining the type, mix, and value of equity awards; • strongly aligning incentives with maximizing shareholder value; and • retaining key talent through industry standard total compensation, severance and retention incentives. As part of establishing competitive compensation and evaluating performance, the Remuneration Committee takes into account the Company’s annual operating plans and the Company’s performance with respect to such plans.
Key Elements of Compensation
In general, the Remuneration Committee aimed to set executives’ total cash compensation (base salary plus target annual incentive opportunity) at levels near the 50th percentile for executives with similar roles in the Company’s peer group. Long-term incentive awards include stock options and restricted stock units and the value of long-term incentive awards is generally targeted at the 50th percentile of our peer group. The Remuneration Committee believes that the 50th percentile for total compensation is the minimum total compensation level that will allow us to attract and retain highly skilled executives.
Independent Compensation Consultant
Independent Compensation Consultant The Remuneration Committee has the sole authority to engage and retain an independent compensation consultant to provide independent counsel and advice in connection with its oversight of executive and director compensation matters. The Remuneration Committee annually evaluates the effectiveness of its independent compensation consultant and, from time to time, conducts a request for proposal process to ensure the independent compensation consultant continues to meet its needs. For 2025, the Remuneration Committee retained Pearl Meyer as its independent compensation consultant, providing support across a broad range of compensation-related matters, including, among other things, conducting peer group analyses and competitive market assessments to inform target compensation levels; advising on compensation philosophy and equity incentive strategy; evaluating non-employee director compensation; and providing advice and analytical support in connection with other executive and director compensation matters, as requested by the Remuneration Committee. The Remuneration Committee has assessed the independence of Pearl Meyer pursuant to Nasdaq and SEC rules and concluded that no conflict of interest exists that would prevent Pearl Meyer from serving as an independent consultant to the Remuneration Committee.
Competitive Market Benchmarking
Competitive Market Benchmarking The Remuneration Committee draws on a number of resources to assist in the evaluation of the various components of the Company’s executive compensation program. While the Remuneration Committee did not establish compensation levels based solely on benchmarking, pay practices at other companies are a factor that the Remuneration Committee considered in assessing the reasonableness of compensation and ensuring that our compensation practices are competitive in the marketplace. In late 2024, the Remuneration Committee, with the assistance of its compensation consultant, Pearl Meyer, conducted a review of the peer group to ensure the selection criteria continued to reflect appropriate benchmarks for setting compensation levels for 2025. The review focused on publicly traded biopharmaceutical companies with revenues between $75 million and $675 million, market capitalization between $100 million and $900 million, and annual operating expenses ranging from $60 million to $550 million—approximately 0.33x to 3x the company’s projections. The analysis also considered companies with an international workforce and revenue, with a preference for those in the commercial stage of development. In addition to these financial and structural criteria, the Remuneration Committee and Pearl Meyer evaluated companies based on key financial metrics, including gross margin, price-to-sales ratio, and compensation expense as a percentage of market capitalization, as well as overall business alignment. This review resulted in the following peer group of 16 publicly-traded companies for use in evaluating compensation actions in the 2025 fiscal year:
Competitive Market Benchmarking
| Coherus BioSciences, Inc.* | Innoviva, Inc.* | Rigel Pharmaceuticals Inc.* | | Collegium Pharmaceutical, Inc.* | Ironwood Pharmaceuticals, Inc.* | Travere Therapeutics, Inc.* | | Esperion Therapeutics, Inc. | Karyopharm Therapeutics, Inc.* | Vanda Pharmaceuticals Inc.* | | Evolus, Inc. | MacroGenics, Inc.* | Xeris Biopharma Holdings Inc.* | | Harrow, Inc.* | Puma Biotechnology, Inc.* | | | Heron Therapeutics, Inc. | Revance Therapeutics Inc.(1) | |
Competitive Market Benchmarking
* Included in 2024 peer group. (1) Revance Therapeutics Inc. was acquired by Crown Laboratories, Inc. on February 6, 2025. The information for the peer benchmarking utilized reporting periods prior to the acquisition date and was not impacted by the acquisition.
Implementation of Objectives
Implementation of Objectives In fiscal year 2025, our executive compensation program consisted of the following forms of compensation, each of which is described below in greater detail: • Base Salary • Annual Incentive Bonus • Equity Compensation (subject to time and/or performance vesting) • Employee Benefit Programs In general, the Remuneration Committee aimed to set executives’ total cash compensation (base salary plus annual incentive opportunity) at levels near the 50th percentile for executives with similar roles in the Company’s peer group. Long-term incentive awards include stock options and restricted stock units and the value of such awards is generally targeted at the 50th percentile of our peer group. The Remuneration Committee believes that the 50th percentile for total compensation is the minimum total compensation level that will allow us to attract and retain highly skilled executives.
Base Salary
Base Salary In 2025, Amarin's executive base salaries were generally at the market 50th percentile of executives with similar roles at the Company’s 2025 peer group. The Remuneration Committee aims to provide appropriate fixed compensation to attract and retain talent in a highly competitive industry while maintaining financial discipline. In setting base salaries, the Remuneration Committee considers shareholder interests, industry dynamics, and the need to balance cash and equity usage. In determining base salary levels for each executive officer for 2025, the Remuneration Committee also considered the following factors: • job criticality and individual performance of the executive, as well as overall performance of the Company, during the prior year; • the overall make-up of the senior leadership team and demands on the members given the Company's recently implemented restructurings; • level of responsibility, including breadth, scope, and complexity of the position; • level of experience and expertise of the executive; • internal review of the executive’s compensation relative to other executives to ensure internal equity; • level of the executive’s compensation in the form of equity incentive awards; and • executive officer compensation levels at other similar companies to ensure competitiveness. Salaries for executive officers are determined on an individual basis at the time of hire (or promotion) and are set to be competitive with peer companies in our industry. Adjustments to base salary are considered annually in light of each executive officer’s individual performance, the Company’s performance, and compensation levels at peer companies in our industry, as well as changes in job responsibilities or promotion. The Chief Executive Officer assisted the Remuneration Committee in its annual review of the base salaries of other executive officers based on the foregoing criteria.
Annual Incentive Awards
Annual Incentive Awards The Company provides executive officers with the opportunity to earn annual performance-based cash awards, designed to reward overall corporate performance and, for executives other than the Chief Executive Officer, individual performance in a given year. These awards are intended to reinforce the Company's pay-for-performance philosophy and align executive compensation outcomes with the interests of shareholders. The Board has adopted the Management Incentive Compensation Plan, under which the Remuneration Committee each year determines and approves corporate and individual performance goals and achievement of these goals for purposes of determining annual performance-based cash awards. The Management Incentive Compensation Plan is intended to provide structure, transparency and predictability in the determination of annual cash incentives. Specifically, the Management Incentive Compensation Plan is intended to: i. increase management focus on goals that are challenging but achievable and intended to create value for shareholders; ii. encourage management to work as a team to achieve the Company’s goals; iii. encourage individuals to achieve goals that are meaningful to the Company's success; iv. provide incentives for management to exceed established Company goals; and v. help attract and retain high quality senior management personnel. The Management Incentive Compensation Plan establishes annual target award opportunities for our executive officers, with targets set by the Remuneration Committee. Actual awards are determined using a formulaic approach based on the achievement of pre-determined performance goals. To be eligible for a payout, the Company must achieve a minimum level of performance. For 2025, annual incentive awards for the named executive officers, other than the Chief Executive Officer, were based 75% on corporate performance and 25% on individual performance. The Chief Executive Officer's annual incentive was based entirely on corporate performance. Under the Management Incentive Compensation Plan, the Remuneration Committee, taking into consideration recommendations from the Chief Executive Officer for his direct reports, reserves the right to make subjective assessments of executive performance, separately reward performance beyond established individual or corporate goals and targets, award a smaller or larger award than provided for in the Management Incentive Compensation Plan, or award no payout at all.
2025 Corporate Goals
2025 Corporate Goals The 2025 corporate goals reflected a deliberate evolution from the Company’s 2024 incentive framework. While the 2024 framework emphasized stabilization and foundational execution, the 2025 structure (the “2025 Corporate Scorecard”) was designed to support a more execution-intensive, enterprise-wide operating agenda. In particular, the 2025 Corporate Scorecard placed increased emphasis on disciplined cost and cash management, protection of the Company’s commercial position, and the ability to execute complex strategic initiatives. This evolution ensured that annual incentive outcomes remained aligned with the Company’s streamlined operating model and long-term shareholder value priorities. During 2025, the Company executed a transformational European licensing transaction with Recordati and related restructuring, fundamentally reshaping its European commercial model and operating footprint. Given the scale, timing, and execution risk associated with this transaction, management recommended, and the Remuneration Committee and Board approved, a mid-year realignment of the 2025 Corporate Scorecard. As a result, corporate performance for 2025 was assessed across two distinct performance periods, each with its own achievement determination: • The first half of 2025, reflecting performance prior to the closing of the Recordati transaction and focused on disciplined commercial execution, strategic positioning, alliance management and business development; and • The second half of 2025, reflecting performance following completion of the Recordati transaction, second half objectives focused on execution of the transition of VAZKEPA from the Company to Recordati, the Company’s restructuring in view of the Recordati transaction and delivery of financial, commercial, and organizational objectives under the post-transaction operating model. This approach ensured that performance measurement remained aligned with the Company’s evolving operating realities while preserving the integrity, rigor, and incentive value of the annual incentive framework. Each corporate goal for 2025 was established by the Board at a level intended to be ambitious yet attainable under conditions the Company would define as successful. Certain metrics tied to the 2025 Corporate Scorecard include commercially sensitive information, including revenue expectations, operating expense assumptions, cash management objectives, transaction execution milestones, and regulatory timelines. The Company does not disclose specific target levels for these metrics because such disclosure could result in competitive harm. Achievement determinations for each performance period were made by the Board and the Remuneration Committee based on a comprehensive review of quantitative results and qualitative execution, including the quality, discipline, and effectiveness of management’s execution against the approved objectives. As part of this review, and following discussion with the Remuneration Committee, certain scoring calibrations were made to ensure that second-half results appropriately reflected the Company’s historical measurement practices and the Committee’s judgment regarding relative performance across categories.
Individual Performance-Based Cash Bonus Annual Incentive Awards
Individual Performance-Based Cash Bonus Annual Incentive Awards Named Executive Officers (Other than the Chief Executive Officer). For named executive officers other than the Chief Executive Officer, annual incentive payouts for 2025 were determined using the formulaic framework under the Management Incentive Compensation Plan, incorporating both corporate performance and individual performance. Individual performance for these executives was assessed at 100%, reflecting achievement of role-specific objectives aligned with the Company’s operating plan and strategic priorities during a year of significant change. Annual incentive outcomes reflect application of the 107.75% corporate performance factor, together with approved target award opportunities. Chief Executive Officer. The Chief Executive Officer’s annual incentive opportunity has historically been aligned primarily with corporate performance, with the Board and the Remuneration Committee retaining discretion to consider individual performance and other qualitative factors. In evaluating the Chief Executive Officer’s 2025 annual incentive outcome, the Remuneration Committee considered the scope and complexity of the Company’s enterprise-wide execution priorities, including leadership through the Recordati transaction and transition to a revised operating model. Following completion of the annual performance assessment, the Remuneration Committee recommended, and the Board approved, that the Chief Executive Officer’s 2025 annual incentive award be determined fully on the same corporate performance basis applied to other executive officers. In connection with this determination, the Board approved a 2025 target annual incentive opportunity for the Chief Executive Officer equal to 75% of base salary, concluding that this target appropriately aligned incentives with Company performance and shareholder value creation. Based on the achievement of the Company’s 2025 pre-defined corporate goals and individual performance, the Remuneration Committee approved the annual award amounts set forth in the table below for the named executive officers for the full fiscal year:
Individual Performance-Based Cash Bonus Annual Incentive Awards
| Name | Bonus Target as % of Base Salary | % Based on Company 2025 Corporate Goals | % Based on 2025 Individual Goals | % of Company 2025 Corporate Goals Achieved | % of Individual 2025 Goals Achieved | % of Target Payable | Annual Cash Bonus Amount | | Aaron D. Berg | 75% | 100% | N/A | 107.75% | N/A | 107.75% | $588,300 | | Peter L. Fishman | 40% | 75% | 25% | 107.75% | 100.00% | 105.81% | $169,300 | | David P. Keenan, Ph D.(1) | 50% | 75% | 25% | 107.75% | 100.00% | 105.81% | $301,341 | | Steven B. Ketchum, Ph.D. | 50% | 75% | 25% | 107.75% | 100.00% | 105.81% | $364,610 | | Jonathan N. Provoost | 50% | 75% | 25% | 107.75% | 100.00% | 105.81% | $257,085 |
Individual Performance-Based Cash Bonus Annual Incentive Awards
Dr. Keenan's annual bonus is translated at the EUR to USD exchange rate as of December 31, 2025 of 1.17.
Equity Compensation
Equity Compensation
Overview
Overview Stock Options and Restricted Stock Units. As an important component of our compensation program, executive officers are eligible to receive equity compensation, which has historically been in the form of stock options, restricted stock units and performance-based restricted stock units. The Remuneration Committee grants stock options and restricted stock units (both time-based and, historically, performance-based) to executive officers to aid in their retention, to motivate them to assist with the achievement of both short-term and long-term corporate objectives and to align their interests with those of our shareholders by creating a return tied to the performance of our share price. In determining the form, date of issuance and value of a grant, the Remuneration Committee considers the contributions and responsibilities of each executive officer, appropriate incentives for the achievement of our long-term growth, the size and value of grants made to other executives at peer companies holding comparable positions, individual achievement of designated performance goals, and the Company’s overall performance relative to corporate objectives. We believe that equity awards, through stock options and restricted stock units, align the objectives of management with those of our shareholders with respect to long-term performance and success. We believe that such equity awards encourage executive officers to remain with the Company and also focus on our long-term performance as well as the achievement of specific performance goals. Equity Award Grant Policy. We have an equity award grant policy that formalizes our process for granting equity-based awards to officers and employees. Under our equity award grant policy, all grants to executive officers must be approved by our Board or Remuneration Committee and all grants to other employees must be granted within guidelines approved by our Board or Remuneration Committee. All stock options have an exercise price equal to the higher of (i) the nominal par value of 50 pence per Ordinary Share as required under U.K. law or (ii) the closing price of the Company's ADSs on the applicable grant date. Under our equity award grant policy, equity awards will generally be granted as follows: • grants made in conjunction with the hiring of a new employee or the promotion of an existing employee will generally be made at meetings of the Remuneration Committee, and effective on the first trading day of the month following the later of (1) the hire date or the promotion date or (2) the date on which such grant is approved; and • grants made to existing employees other than in connection with a promotion will be made, if at all, on an annual basis and generally shall be made effective on the first trading day of the month following the date on which such grant is approved.
Annual Equity Grants Awarded in Fiscal Year 2025
Annual Equity Grants Awarded in Fiscal Year 2025 The equity awards granted during the year reflected the Remuneration Committee's approach to long-term incentive design in a year shaped by the execution of the Recordati licensing agreement, which was significant to the Company's long-term strategy, and the need to maintain continuity and alignment among the executive leadership team. For executive officers other than the Chief Executive Officer, equity awards were granted in January and consisted of a mix of 75% stock options and 25% restricted stock units. These awards vest over an 18-month period, with 50% vesting after 12 months and the remaining 50% vesting after 18 months. The Chief Executive Officer did not receive an equity award at the time of the January grants and instead received equity and cash awards following completion of the Recordati transaction. These awards consisted of a combination of restricted stock units subject to vesting based on the completion of the Recordati transaction, which vested immediately upon closing, and time-based restricted stock units and stock options vesting over an 18-month period, with 50% vesting after 12 months and the remaining 50% vesting after 18 months. Given the transformational nature of the year and the range of potential strategic outcomes, the Remuneration Committee concluded that a temporary modification to the grant vesting schedule was warranted. The Remuneration Committee reduced the vesting period from three years to 18 months to better align executive focus and decision-making with a critical period of strategic execution and shareholder value considerations. The Remuneration Committee reverted to its three-year vesting framework for long-term incentive awards beginning in 2026. The grant date fair values of the equity awards granted to executive officers for the 2025 fiscal year are reflected in the Summary Compensation Table below and the number of shares subject to equity awards granted in 2025 is reflected in the Grants of Plan-Based Awards table below. With respect to the Black-Scholes option-pricing model required under Financial Accounting Standard Board's Accounting Standards Codification Topic 718 ("FASB ASC Topic 718") and discussed further below, historical variable assumptions and other variables can cause model prices to be more or less than the actual value of an option when exercised or in an ultimate exit. Actual option value is instead based on the performance of our Ordinary Shares, which can vary significantly from these historical variable assumption-based valuation estimates. Because the actual value is based on share performance, the Remuneration Committee believes that the equity awards create added and important alignment of management with our other shareholders regarding our long-term growth.
Equity Award Grant Practices
Equity Award Grant Practices The Remuneration Committee typically approves and grants annual equity awards at approximately the same time each year, during the January Remuneration Committee meeting. Outside the annual grant cycle, we may grant equity awards in connection with a new hire package, promotion grant, or retention grant. All such awards are granted under a shareholder-approved plan, and any stock options (or similar awards) are granted at an exercise price at or above the closing price of the Company’s ADSs on the date of grant. We generally aim to avoid granting equity awards, including stock options, in anticipation of the release of material non-public information that is likely to result in changes to the price of our Ordinary Shares, and the release of material non-public information is not timed based on stock option or other equity award grant dates. During the last completed fiscal year, we did not award any stock options (or similar awards) to any named executive officer in the period beginning four business days before the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company current report on Form 8-K, that discloses material nonpublic information (other than a current report on Form 8-K disclosing a material new option award grant under Item 5.02(e) of that form), and ending one business day after the filing or furnishing of such report.
Employment Agreements
Employment Agreements We have entered into a written employment agreement with each of our named executive officers other than Mr. Fishman. Each of these agreements was approved on our behalf by the Remuneration Committee or, in certain instances, by our Board. In filling each of our executive positions, our Board or the Remuneration Committee, as applicable, recognized that it would need to develop competitive compensation packages to attract qualified candidates in a dynamic labor market. At the same time, our Board or the Remuneration Committee were sensitive to the need to integrate new executive officers into the executive compensation structure that we were seeking to develop, balancing both competitive and internal equity considerations. Each employment agreement provides for “at-will” employment until termination thereof by the Company or the executive officer for any reason, and sets forth the initial compensation arrangements for the executive officer, including an initial base salary, an annual cash bonus opportunity, and an equity award recommendation. None of our employment agreements has a stated duration or term. In addition, each employment agreement with each of our named executive officers provides them with the opportunity to receive certain post-employment payments and benefits in the event of certain terminations of employment, as described under “—Change of Control and Severance Arrangements” and “—Potential Payments Upon Termination or Change in Control” below. Finally, these employment agreements prohibit the executive officer from engaging directly or indirectly in competition with us, recruiting or soliciting any of our employees, diverting our customers to a competitor, or disclosing our confidential information or business practices. Under our Executive Severance Plan, as described under “—Change of Control and Severance Arrangements” and “—Potential Payments Upon Termination or Change in Control” below, if a named executive officer’s employment agreement or offer letter includes severance terms, then the arrangement with the more favorable terms will control.
Tax and Accounting Considerations
Tax and Accounting Considerations Deductibility of Executive Compensation In making compensation decisions affecting our executive officers, the Remuneration Committee considers our ability to deduct under applicable federal corporate income tax law compensation payments made to executives. Specifically, the Remuneration Committee considers the requirements and impact of Section 162(m) of the Code. Under Section 162(m) of the Internal Revenue Code compensation paid to each of the company’s “covered employees” that exceeds $1 million per taxable year is generally non-deductible for tax purposes unless the compensation qualifies for certain grandfathered exceptions for certain compensation paid pursuant to a written binding contract in effect on November 2, 2017 and not materially modified on or after such date. Although the Remuneration Committee considers tax deduction implications as one factor in determining executive compensation, the Remuneration Committee also looks at other factors in making its decisions and believes that shareholder interests are best served if the Committee retains maximum flexibility to design executive compensation programs that meet stated business objectives. Taxation of “Parachute” Payments Sections 280G and 4999 of the Internal Revenue Code provide that executive officers and members of our Board who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we (or our successor) may forfeit a deduction on the amounts subject to this additional tax. We do not provide any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer may owe as a result of the application of Section 4999 of the Internal Revenue Code, and have not agreed and are not otherwise obligated to provide any executive officer with such a “gross-up” or other reimbursement. Deferred Compensation If an executive officer is entitled to nonqualified deferred compensation benefits that are subject to Section 409A of the Internal Revenue Code (“Section 409A”), and such benefits do not comply with the requirements of Section 409A, such failure to comply could result in accelerated income inclusion for the executive officer of deferred compensation, as well as a 20% additional tax and additional interest penalties. We intend for all of our executive compensation to either comply with or be exempt from Section 409A. Accounting for Stock-Based Compensation We follow FASB ASC Topic 718 for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and members of our Board, including options to purchase Ordinary Shares and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards. While we consider the expense resulting from the application of FASB ASC Topic 718 when granting our stock-based compensation awards to ensure that it is reasonable, the amount of this expense is not the most important factor that the compensation committee considers when making equity-award decisions.
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation awarded to, earned by or paid to our named executive officers for the fiscal years ended December 31, 2025, 2024, and 2023.
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(4) | Stock Awards ($)(5) | Option Awards ($)(6) | Non-Equity Incentive Plan Compensation ($)(7) | All Other Compensation ($)(8) | Total ($) | | Aaron D. Berg | 2025 | 725,667 | 332,326 | 1,391,250 | 493,975 | 588,300 | 8,848 | 3,540,366 | | President and Chief Executive Officer | 2024 | 662,602 | 576,859 | 140,360 | 1,889,293 | — | 8,271 | 3,277,385 | | | 2023 | 622,486 | 292,326 | 428,040 | 759,785 | 311,000 | 34,512 | 2,448,149 | | Peter L. Fishman | 2025 | 400,000 | 173,750 | 60,686 | 225,295 | 169,300 | 7,939 | 1,036,970 | | Senior Vice President, Chief Financial Officer(1) | 2024 | 310,170 | 33,750 | 133,100 | — | 122,041 | 6,938 | 606,000 | | David P. Keenan, Ph. D. | 2025 | 452,685 | 357,775 | 91,462 | 339,564 | 301,341 | 73,478 | 1,616,306 | | Executive Vice President, Chief Operating Officer(2)(3) | | | | | | | | | | Steven B. Ketchum, Ph.D. | 2025 | 687,490 | 429,096 | 91,462 | 339,564 | 364,610 | 8,848 | 1,921,070 | | Executive Vice President, President of Research and Development and Chief Scientific Officer | 2024 | 667,153 | 161,460 | 140,360 | 422,293 | 333,290 | 8,271 | 1,732,827 | | | 2023 | 643,770 | 161,460 | 428,040 | 759,785 | 323,000 | 34,512 | 2,350,567 | | Jonathan N. Provoost | 2025 | 484,181 | 186,000 | 91,462 | 339,564 | 257,085 | 3,941 | 1,362,233 | | Executive Vice President, Chief Legal & Compliance Officer and Secretary | 2024 | 465,000 | — | — | — | 231,628 | 5,191 | 701,819 | | | 2023 | 59,913 | 100,000 | — | 499,183 | — | 168 | 659,264 |
Summary Compensation Table
(1) Mr. Fishman was promoted to the Company's Chief Financial Officer effective December 13, 2024. Prior to his promotion, Mr. Fishman served as Vice President, Global Controller. Mr. Fishman was not a named executive officer for the fiscal year ended December 31, 2023 and therefore, in accordance with SEC regulations, only compensation information for the fiscal years ended December 31, 2025 and 2024 is included in the Summary Compensation Table. (2) Dr. Keenan was not a named executive officer for the fiscal years ended December 31, 2024 and December 31, 2023 and therefore, in accordance with SEC regulations, only compensation information for the fiscal year ended December 31, 2025 is included in the Summary Compensation Table. (3) Dr. Keenan's compensation information, excluding stock and option awards, is translated at the EUR to USD exchange rate as of December 31, 2025 of 1.17. The amount reported in 2025 for Mr. Berg represents a cash payment of $142,326 under the 2023 cash retention program plus a one-time cash award of $190,000 upon the closing of the Recordati licensing agreement. The amounts reported in 2025 for Messrs. Fishman and Provoost and Drs. Keenan and Ketchum represent the following payments under the 2023 and 2025 cash retention programs: (i) for Mr. Fishman, cash payments of $33,750 and $140,000; (ii) for Dr. Keenan, $137,066 and $220,709; (iii) for Dr. Ketchum, $161,460 and $267,636; and (iv) for Mr. Provoost, $186,000 under the 2025 cash retention program. This column reflects the aggregate grant date fair value of time- and performance-based restricted stock unit awards granted in each year calculated in accordance with FASB ASC 718, excluding the effect of estimated forfeitures related to service-based vesting. For performance- based restricted stock units, the value reported reflects the value of the award at the grant date based upon the probable outcome of the performance conditions. For the performance-based restricted stock units granted in 2023, the grant date fair value of each such award is based on the probable outcome of the performance conditions, which is assumed to be the maximum level of achievement. Assumptions used in the calculations for these amounts are set forth in Note 9 to our consolidated financial statements included in the Company’s 2025 Annual Report on Form 10-K. This column reflects the aggregate grant date fair value of time-based and performance-based stock option awards granted in each year and calculated in accordance with FASB ASC 718, excluding the effect of estimated forfeitures related to service-based vesting. The value of the performance-based stock option granted to Mr. Berg in 2024 reflects the value of the award at the grant date based upon the probable outcome of the performance conditions, which is assumed to be the maximum level of achievement of the performance conditions. Assumptions used in the calculations for these amounts are set forth in Note 9 to our consolidated financial statements included in the Company’s 2025 Annual Report on Form 10-K. (7) This column reflects payments made under the Management Incentive Compensation Plan. See the discussion regarding fiscal year 2025 annual bonus incentives in “Executive Compensation Discussion and Analysis” for further information regarding the performance measures. (8) The amounts included in this column represent Company-paid match of 401(k)/pension contributions, life insurance premiums. For Dr. Keenan, this column represents $52,418 in pension contributions and $21,060 car allowances.
Grants of Plan-Based Awards Tables for the Fiscal Year Ended December 31, 2025
Grants of Plan-Based Awards Tables for the Fiscal Year Ended December 31, 2025 The following table sets forth certain information regarding grants of option awards to the named executive officers during fiscal year 2025:
Grants of Plan-Based Awards Tables for the Fiscal Year Ended December 31, 2025
| Name | Grant Date | All Other Option Awards: Number of Securities Underlying Options (#)(1) | Estimated Future Payouts for Equity Incentive Plan Awards: Target (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Option Awards ($)(2) | | Aaron D. Berg | 6/26/2025 | 750,000 | — | 0.80 | 493,975 | | Peter L. Fishman | 1/10/2025 | 440,460 | — | 0.62 | 225,295 | | David P. Keenan, Ph D. | 1/10/2025 | 663,860 | — | 0.62 | 339,564 | | Steven B. Ketchum, Ph.D. | 1/10/2025 | 663,860 | — | 0.62 | 339,564 | | Jonathan N. Provoost | 1/10/2025 | 663,860 | — | 0.62 | 339,564 |
Grants of Plan-Based Awards Tables for the Fiscal Year Ended December 31, 2025
(1) The options granted on January 10, 2025 and June 26, 2025 vest over eighteen months, with 50% vesting on the first anniversary of the applicable grant date and the balance vesting on the eighteen month anniversary of the applicable grant date. This column reflects the aggregate grant date fair value of option awards granted in 2025, and is calculated in accordance with FASB ASC 718, using the Black-Scholes option-pricing model, excluding the effect of estimated forfeitures related to service-based vesting. Assumptions used in the calculations for these amounts are set forth in Note 9 to our consolidated financial statements included in the Company’s 2025 Annual Report on Form 10-K. The following table sets forth certain information regarding grants of restricted stock unit awards subject to time-based vesting to the named executive officers during fiscal year 2025:
Grants of Plan-Based Awards Tables for the Fiscal Year Ended December 31, 2025
| Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | Grant Date Fair Value of Stock Awards ($)(2) | | Aaron D. Berg | 6/26/2025 | 1,500,000 | 1,192,500 | | | 6/26/2025 | 250,000 | 198,750 | | Peter L. Fishman | 1/10/2025 | 97,880 | 60,686 | | David P. Keenan, Ph D. | 1/10/2025 | 147,520 | 91,462 | | Steven B. Ketchum, Ph.D. | 1/10/2025 | 147,520 | 91,462 | | Jonathan N. Provoost | 1/10/2025 | 147,520 | 91,462 |
Grants of Plan-Based Awards Tables for the Fiscal Year Ended December 31, 2025
The restricted stock unit awards granted on January 10, 2025 and 250,000 of the restricted stock units granted on June 26, 2025 vest over eighteen months, with 50% vesting on the first anniversary of the grant date and the balance vesting on the eighteen month anniversary of the applicable grant date. 1,500,000 of the restricted stock units granted on June 26, 2025 vested on the date of the grant. (2) This column reflects the grant date fair value of time-based restricted stock unit awards granted in 2025, calculated in accordance with FASB ASC 718, excluding the effect of estimated forfeitures related to service-based vesting. Assumptions used in the calculations for these amounts are set forth in Note 9 to our consolidated financial statements included in the Company’s 2025 Annual Report on Form 10-K. The following table sets forth certain information regarding grants of non-equity incentive plan awards to the named executive officers during fiscal year 2025:
Grants of Plan-Based Awards Tables for the Fiscal Year Ended December 31, 2025
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | | | Target | Maximum | | Aaron D. Berg | — | 525,000 | 748,000 | | Peter L. Fishman | — | 160,000 | 228,000 | | David P. Keenan, Ph D. | — | 286,000 | 408,000 | | Steven B. Ketchum, Ph.D. | — | 345,000 | 492,000 | | Jonathan N. Provoost | — | 243,000 | 346,000 |
Grants of Plan-Based Awards Tables for the Fiscal Year Ended December 31, 2025
The amounts in the “Target” and “Maximum” columns reflect the potential payouts under the 2025 Management Incentive Compensation Plan. The amounts in the “Maximum” column represent the amounts that could be earned if all corporate performance and individual performance goals under the 2025 Management Incentive Compensation Plan were achieved. Actual bonuses awarded to the individuals were based on achievement of the pre-defined objectives and are discussed in the “Executive Compensation Discussion and Analysis” section.
Option Exercises and Stock Vested During 2025
Option Exercises and Stock Vested During 2025 The following table sets forth the number of shares acquired by the named executive officers upon the exercise of stock options and vesting of restricted stock units in fiscal year 2025 as well as the value realized upon exercise or vesting. The value realized represents the aggregate difference between the fair market value of shares on the dates of exercise or vesting and the exercise prices, if any, multiplied by the number of shares acquired upon exercise or vesting, prior to payment of any applicable withholding taxes.
Option Exercises and Stock Vested During 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Aaron D. Berg | — | — | 1,669,680 | 1,297,702 | | Peter L. Fishman | — | — | 67,660 | 42,712 | | David P. Keenan, Ph D. | — | — | 168,420 | 106,086 | | Steven B. Ketchum, Ph.D. | — | — | 169,680 | 105,202 | | Jonathan N. Provoost | — | — | — | — |
Outstanding Equity Awards at Fiscal Year-End 2025
Outstanding Equity Awards at Fiscal Year-End 2025 The following table shows information regarding outstanding stock option awards at December 31, 2025 for our named executive officers:
Outstanding Equity Awards at Fiscal Year-End 2025
| | Grant Date | Number of Securities Underlying Unexercised Options | | Equity Incentive Plan Awards: Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($/Sh) | Option Expiration Date | | Name | | Exercisable (#) | Unexercisable (#) | | | | | Aaron D. Berg | 2/1/2016 | 36,458 | — | — | 1.40 | 2/1/2026 | | | 2/1/2017 | 69,270 | — | — | 2.95 | 2/1/2027 | | | 5/1/2018 | 87,750 | — | — | 2.80 | 5/1/2028 | | | 2/1/2019 | 53,500 | — | — | 16.87 | 2/1/2029 | | | 2/3/2020 | 96,500 | — | — | 18.39 | 2/3/2030 | | | 1/4/2021 | 193,500 | — | — | 5.03 | 1/4/2031 | | | 8/2/2021 | 96,740 | — | — | 4.22 | 8/2/2031 | | | 2/4/2022 | 123,460 | 8,220(1) | — | 3.66 | 2/4/2032 | | | 2/21/2023 | 185,340 | 84,240(1) | — | 1.80 | 2/21/2033 | | | 7/19/2023 | 404,400 | — | — | 1.08 | 7/19/2033 | | | 2/1/2024 | 243,820 | 174,160(2) | — | 1.21 | 2/1/2034 | | | 8/1/2024 | - | — | 5,000,000(4) | 0.62 | 8/1/2034 | | | 6/26/2025 | - | 750,000(3) | — | 0.80 | 6/26/2035 | | Peter L. Fishman | 2/1/2019 | 20,000 | — | — | 16.87 | 7/1/2032 | | | 2/3/2020 | 3,100 | — | — | 18.39 | 2/3/2030 | | | 1/4/2021 | 3,100 | — | — | 5.03 | 1/4/2031 | | | 7/19/2023 | 50,700 | — | — | 1.08 | 7/19/2033 | | | 1/10/2025 | - | 440,460(3) | — | 0.62 | 1/10/2035 | | David P. Keenan, Ph D. | 6/1/2022 | 87,500 | 12,500(1) | — | 1.45 | 6/1/2032 | | | 2/21/2023 | 185,340 | 84,260(1) | — | 1.80 | 2/21/2033 | | | 7/19/2023 | 404,400 | — | — | 1.08 | 7/19/2033 | | | 2/1/2024 | 243,820 | 174,160(2) | — | 1.21 | 2/1/2034 | | | 1/10/2025 | — | 663,860(3) | — | 0.62 | 1/10/2035 | | Steven B. Ketchum, Ph.D. | 2/1/2018 | 31,687 | — | — | 3.80 | 2/1/2028 | | | 2/1/2019 | 53,500 | — | — | 16.87 | 2/1/2029 | | | 2/3/2020 | 96,500 | — | — | 18.39 | 2/3/2030 | | | 1/4/2021 | 193,500 | — | — | 5.03 | 1/4/2031 | | | 8/2/2021 | 96,750 | — | — | 4.22 | 8/2/2031 | | | 2/4/2022 | 123,460 | 8,220(1) | — | 3.66 | 2/4/2032 | | | 2/21/2023 | 185,340 | 84,240(1) | — | 1.80 | 2/21/2033 | | | 7/19/2023 | 404,400 | — | — | 1.08 | 7/19/2033 | | | 2/1/2024 | 243,820 | 174,160(2) | — | 1.21 | 2/1/2034 | | | 1/10/2025 | — | 663,860(3) | — | 0.62 | 1/10/2035 | | Jonathan N. Provoost | 12/1/2023 | 400,000 | 400,000(1) | — | 0.75 | 11/15/2033 | | | 1/10/2025 | — | 663,860(3) | — | 0.62 | 1/10/2035 |
Outstanding Equity Awards at Fiscal Year-End 2025
25% of the shares underlying this stock option vest on the first anniversary of the grant date, and the remaining 75% of the shares underlying this option vest ratably over the next 12 quarters. 33% of the shares underlying this stock option vest on the first anniversary of the grant date and the remaining 67% of the shares underlying this option vest ratably over the next eight quarters. (3) 50% of the shares underlying this option vest on the first anniversary of the grant date and the remaining 50% of the shares underlying this option vest on the eighteen month anniversary of the grant date. The shares underlying these stock options vest and are earned only if the Company achieves share price hurdles ranging from $1.25 to $10.00, and the earned option shares are subject to five months of further time-based vesting once a share price hurdle has been achieved. To date, none of the pre-defined share price milestones have been achieved and, as a result, none of the shares underlying the options have vested. The following table shows information regarding outstanding restricted stock unit awards at December 31, 2025, for our named executive officers:
Outstanding Equity Awards at Fiscal Year-End 2025
| Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Aaron D. Berg | 2/21/2023 | 44,940 | 31,357(2) | — | — | | | 2/1/2024 | 77,340 | 53,964(3) | — | — | | | 6/26/2025 | 250,000 | 174,438(4) | — | — | | Peter L. Fishman | 8/1/2022 | 6,260 | 4,368(5) | — | — | | | 2/1/2023 | 11,280 | 7,871(3) | — | — | | | 4/1/2023 | 2,500 | 1,744(6) | — | — | | | 2/1/2024 | 73,340 | 53,964(3) | — | — | | | 1/10/2025 | 97,880 | 68,296(4) | — | — | | David P. Keenan, Ph D. | 2/21/2023 | 44,940 | 31,357(2) | — | — | | | 2/1/2024 | 77,340 | 53,964(3) | — | — | | | 1/10/2025 | 147,520 | 102,932(4) | — | — | | Steven B. Ketchum, Ph.D. | 1/4/2021 | — | — | 43,700(7) | 30,492 | | | 2/21/2023 | 44,940 | 31,357(2) | — | — | | | 2/1/2024 | 77,340 | 53,964(3) | — | — | | | 1/10/2025 | 147,520 | 102,932(4) | — | — | | Jonathan N. Provoost | 1/10/2025 | 147,520 | 102,932(4) | — | — |
Outstanding Equity Awards at Fiscal Year-End 2025
The market value of the restricted stock unit awards represents the product of the closing price of our ADSs as of December 31, 2025, the last trading day of the year, which was $0.70, and the number of shares underlying each such award and, with respect to performance-based awards, assumes satisfaction of the applicable performance criteria. (2) These restricted stock unit awards vest in equal annual installments over three years, commencing February 21, 2024. Amount unvested at December 31, 2025 represents the final vesting tranche. (3) These restricted stock unit awards vest in equal annual installments over three years, commencing February 2, 2025. Amount unvested at December 31, 2025 represent the remaining two vesting tranches. (4) The restricted stock units granted on January 10, 2025 and June 26, 2025 vest over eighteen months, with 50% vesting on the first anniversary of the applicable grant date and the balance vesting on the eighteen month anniversary of the applicable grant date. (5) This restricted stock unit award vests in equal annual installments over four years, commencing August 1, 2023. Amount unvested at December 31, 2025 represents the final vesting tranche. (6) This restricted stock unit award vests in equal annual installments over three years, commencing on April 1, 2024. Amount unvested at December 31, 2025 represents the final vesting tranche. (7) This restricted stock unit award vests upon achievement of certain sales and operational performance goals. As of December 31, 2025, the specified performance criteria had not been achieved.
Pension Benefits
Pension Benefits We do not currently sponsor or maintain any defined benefit pension plans or other benefit plans providing specified retirement payments and benefits for employees.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We do not currently sponsor or maintain any non-qualified defined contribution or other non-qualified deferred compensation plans for employees.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control The table below shows the benefits potentially payable to each of our named executive officers assuming the named executive officer’s employment was terminated by the Company without cause (or to the extent a named executive officer's employment agreement provides good reason protection outside of a change of control, if the named executive officer terminates employment for good reason) other than within 24 months following a change of control and such termination occurred on December 31, 2025.
Potential Payments upon Termination or Change in Control
| Name | Base Salary ($) | Bonus Payment ($) | Accelerated Vesting of Options(1) ($) | Accelerated Vesting of Restricted Stock Units(2) ($) | Continuation of Health Benefits ($) | Total ($) | | Aaron D. Berg | 1,092,000 | 709,800 | — | 232,860 | 35,347 | 2,070,007 | | Peter L. Fishman | 400,000 | 160,000 | 17,178 | 69,374 | — | 646,552 | | David P. Keenan, Ph.D.(1) | 572,004 | 286,002 | 25,891 | 109,844 | 8,907 | 1,002,648 | | Steven B. Ketchum, Ph.D. | 689,163 | 344,582 | 25,891 | 109,844 | 48,328 | 1,217,808 | | Jonathan N. Provoost | 485,925 | 242,963 | 25,891 | 51,484 | 48,150 | 854,413 |
Potential Payments upon Termination or Change in Control
The value of the accelerated vesting of time-based options equals the difference (if positive) between the option exercise price and the closing price per share of our ADSs on December 31, 2025 ($0.70), the last trading day of the year, multiplied by the number of shares that would have been accelerated upon termination. (2) The value of the accelerated vesting of time-based restricted stock units equals the closing price per share of our ADSs on December 31, 2025 ($0.70), the last trading day of the year, multiplied by the number of time-based restricted stock units that would have been accelerated upon termination. The table below shows the benefits potentially payable to each of our named executive officers assuming the named executive officer’s employment was terminated without cause by the Company (or by the named executive officer for good reason within 24 months following a change of control and such termination occurred on December 31, 2025.
Potential Payments upon Termination or Change in Control
| Name | Base Salary ($) | Bonus Payment ($) | Accelerated Vesting of Options(1) ($) | Accelerated Vesting of Restricted Stock Units(2) ($) | Continuation of Health Benefits ($) | Total ($) | | Aaron D. Berg | 2,402,400 | — | — | 259,758 | 53,020 | 2,715,179 | | Peter L. Fishman | 600,000 | 240,000 | 34,356 | 136,243 | — | 1,010,599 | | David P. Keenan, Ph.D.(1) | 858,005 | 429,003 | 51,781 | 188,253 | 13,361 | 1,540,404 | | Steven B. Ketchum, Ph.D. | 1,033,745 | 516,872 | 51,781 | 218,745 | 72,492 | 1,893,635 | | Jonathan N. Provoost | 728,888 | 364,444 | 51,781 | 102,932 | 72,225 | 1,320,270 |
Potential Payments upon Termination or Change in Control
(1) The value of the accelerated vesting of options equals the difference (if positive) between the option exercise price and the closing price per share of our ADSs on December 31, 2025 ($0.70), the last trading day of the year, multiplied by the number of shares that would have been accelerated upon termination occurring on December 31, 2025. The value of the accelerated vesting of time-based restricted stock units equals the closing price per share of our ADSs on December 31, 2025 ($0.70), the last trading day of the year, multiplied by the number of restricted stock units that would have been accelerated upon a termination occurring on December 31, 2025. Included in these amounts are amounts related to performance-based restricted stock units that would vest upon a change of control of $30,492 for Dr. Ketchum.
Chief Executive Officer Pay Ratio
Chief Executive Officer Pay Ratio Pursuant to a mandate of the Dodd-Frank Act, the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s total annual compensation to the total annual compensation of the principal executive officer (“PEO”). Our PEO for 2025 was Mr. Aaron D. Berg. We believe that our compensation philosophy must be consistent and internally equitable to motivate our employees to create shareholder value. The purpose of the required disclosure is to provide a measure of pay equity within the organization. We are committed to internal pay equity, and our Remuneration Committee monitors the relationship between the pay our PEO receives and the pay our non-executive employees receive. As illustrated in the table below, our 2025 PEO to median employee pay ratio was approximately 11:1.
Chief Executive Officer Pay Ratio
| PEO 2025 Compensation | $3,540,366 | | Median Employee 2025 Compensation (Other than the PEO) | $326,639 | | Ratio of PEO to Median Employee Compensation | 11:1 |
Chief Executive Officer Pay Ratio
We identified the median employee using annualized base salary for 2025, bonus(es) earned in 2025, and aggregate grant date fair values for equity awards granted in 2025 for all individuals who were employed by us on December 31, 2025, the last day of our fiscal year (whether employed on a full-time or part-time basis). Reportable wages were annualized for those permanent full-time or part-time employees who were not employed for the full calendar year or who were on a leave of absence for any part of the year. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. A substantial portion of the compensation included in this analysis is based on estimates. Furthermore, as discussed above, the Black-Scholes option-pricing model is used to estimate the value of option awards. Under the Black-Scholes option-pricing model, historical variable assumptions and other variables can cause model prices to be more or less than the actual value of an option when exercised or in an ultimate exit. Actual option value is instead based on stock performance, which can vary significantly from these historical variable assumption-based valuation estimates. The realized value of the long-term equity awards granted to the Company’s CEO and other employees in the future could be considerably more or less than these historical estimates as the future value of the Company’s ADSs cannot be accurately predicted by the Black-Scholes option-pricing model or by any model.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation for our principal executive officers and Non-PEO named executive officers (the "Non-PEO NEOs") and Company performance for the fiscal years listed below. The Remuneration Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay Versus Performance Disclosure
| | | | | | | | | | | | Value of Initial Fixed $100 Investment based on:4 | | | | | Year | Summary Compensation Table Total for Aaron D. Berg1 ($) | Summary Compensation Table Total for Patrick J. Holt1 ($) | Summary Compensation Table Total for Karim Mikhail1 ($) | Summary Compensation Table Total for John F. Thero1 ($) | Compensation Actually Paid to Aaron D. Berg1,2,3 ($) | Compensation Actually Paid to Patrick J. Holt1,2,3 ($) | Compensation Actually Paid to Karim Mikhail1,2,3 ($) | Compensation Actually Paid to John F. Thero1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | TSR ($) | Peer Group TSR ($) | Net Income ($ 'Ms) | Cash Preservation5 | | (a) | | (b) | (b) | (b) | | (c) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 3,540,366 | — | — | — | 3,619,237 | — | — | — | 1,484,145 | 1,615,822 | 14.27 | 124.75 | (38.8) | 214% | | 2024 | 3,277,385 | 336,294 | — | — | 1,473,608 | 336,294 | — | — | 1,038,851 | 640,684 | 9.92 | 93.49 | (87.0) | 133% | | 2023 | 2,448,149 | 2,143,683 | 4,880,592 | — | 1,951,668 | 2,157,684 | (931,402) | — | 1,737,264 | 1,258,371 | 17.79 | 94.03 | (55.0) | 218% | | 2022 | — | — | 8,393,551 | — | — | — | 1,247,331 | — | 1,910,071 | 226,545 | 24.74 | 89.90 | (105.8) | 115% | | 2021 | — | — | 5,834,553 | 9,635,654 | — | — | 3,521,093 | (198,701) | 2,873,934 | 1,523,340 | 68.92 | 100.02 | 7.7 | 140% |
Pay Versus Performance Disclosure
John F. Thero was our PEO from 2014 until he retired effective August 1, 2021. Karim Mikhail was our PEO starting from August 1, 2021 until his resignation on March 27, 2023. Aaron D. Berg was our interim PEO from April 2023 through July 2023. Patrick J. Holt was our PEO starting from July 18, 2023 until his resignation on June 4, 2024. Mr. Berg became PEO effective June 4, 2024. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
Pay Versus Performance Disclosure
| 2021 | 2022 | 2023 | 2024 | 2025 | | Joseph T. Kennedy | Michael W. Kalb | Steven B. Ketchum, Ph.D. | Steven B. Ketchum, Ph.D. | Steven B. Ketchum, Ph.D. | | Michael W. Kalb | Steven B. Ketchum, Ph.D. | Thomas C. Reilly | Thomas C. Reilly | David P. Keenan, Ph. D | | Steven B. Ketchum, Ph.D. | Aaron D. Berg | Jonathan N. Provoost | Jonathan N. Provoost | Jonathan N. Provoost | | Aaron D. Berg | Jason Marks | | Peter L. Fishman | Peter L. Fishman | | Jason Marks | Thomas C. Reilly | | | |
Pay Versus Performance Disclosure
2. The amounts shown for Compensation Actually Paid prior to 2025 are consistent with last year's disclosure. The amounts shown for 2025 Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. 3. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for Aaron D. Berg ($) | Exclusion of Stock Awards and Option Awards for Aaron D. Berg ($) | Inclusion of Equity Values for Aaron D. Berg ($) | Compensation Actually Paid to Aaron D. Berg ($) | | 2025 | 3,540,366 | (1,885,225) | 1,964,096 | 3,619,237 |
Pay Versus Performance Disclosure
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 1,484,145 | (394,765) | 526,443 | 1,615,822 |
Pay Versus Performance Disclosure
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay Versus Performance Disclosure
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Aaron D. Berg ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Aaron D. Berg ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Aaron D. Berg ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Aaron D. Berg ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Aaron D. Berg ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Aaron D. Berg ($) | Total - Inclusion of Equity Values for Aaron D. Berg ($) | | 2025 | 487,060 | 34,700 | 1,192,500 | 249,836 | — | — | 1,964,096 |
Pay Versus Performance Disclosure
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 362,346 | 30,068 | — | 134,029 | — | — | 526,443 |
Pay Versus Performance Disclosure
4. The Peer Group TSR set forth in this table utilizes the NASDAQ Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the NASDAQ Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. 5. We determined Cash Preservation to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2025. Cash Preservation is a financial measure that reflects the actual amount of net cash outflow from our operating activities relative to our operating plan target. Cash Preservation of 100% indicates net cash outflow from operating activities equal to operating plan target; figures above 100% indicate that net cash outflow from operating activities was lower than operating plan target. Cash Preservation is one of the measures used in determining the extent to which the corporate performance goals for the 2025 annual bonus incentive were achieved. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years, and the Nasdaq Biotechnology Index over the same period. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Cash Preservation The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Cash Preservation during the four most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2025 to Company performance. The measures in this table are not ranked.
Pay Versus Performance Disclosure
| Annual Revenues (U.S.) Annual Revenues (Europe) Cash Preservation |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Non-Employee Director Compensation
Non-Employee Director Compensation We have maintained a non-employee director compensation program since 2012, which we have amended from time to time. The non-employee director compensation program applicable to 2025 compensation was intended to approximate the 50th percentile of non-employee director compensation within the Company’s 2025 peer group. In January 2024, in light of the new peer group for the 2024 compensation cycle, the Remuneration Committee further revised the vesting and reduced the size of the initial and annual equity grants provided for in the non-employee director compensation program to more closely align with the 50th percentile of the 2024 peer group. In 2025, after the allotment proposal failed to receive sufficient shareholder votes to be passed at the 2025 Annual General Meeting, meaning that the Company was restricted from issuing equity awards to non-employees, the Remuneration Committee and the Board evaluated alternatives to the customary mix of cash retainers and equity compensation arrangements for the non-employee members of the Board. The evaluation resulted in a revised compensation arrangement wherein, in addition to the customary cash retainer, the non-employee directors will receive supplemental cash compensation, in lieu of equity, at an amount equal to previously approved equity value. 2025 Non-Employee Director Compensation A summary of the non-employee director compensation arrangements for fiscal year 2025 is set forth below.
Non-Employee Director Compensation
| | Retainer ($) | | Annual Board Retainer Fee: | | | Non-Executive Chairman | 95,000 | | All non-employee directors | 62,500 | | Annual Chairman Retainer Fees:* | | | Audit Committee Chairman | 25,000 | | Remuneration Committee Chairman | 20,000 | | Nominating and Corporate Governance Committee Chairman | 11,000 | | Annual Committee Member Retainer Fees:* | | | Audit Committee | 12,000 | | Remuneration Committee | 10,000 | | Nominating and Corporate Governance Committee | 5,000 |
Non-Employee Director Compensation
*These fees are in addition to the Annual Board Retainer Fee, as applicable. The annual retainers are paid in equal installments in arrears within 30 days of the end of each calendar quarter, or upon the earlier resignation or removal of the non-employee director. For non-employee directors who join the Board during the calendar year, annual retainers are prorated based on the number of calendar days served by such director in the calendar year. Non-employee directors are given an annual election option, which option is to be exercised within 10 calendar days of the end of each quarter, to receive their annual retainers in the form of either (i) cash or (ii) unregistered non-ADS Ordinary Shares, with any such issuances to be priced at the greater of (a) the closing price of the Company’s ADSs on Nasdaq on the date which is 10 calendar days after the end of each quarter or (b) £0.50 per share (i.e., par value per Ordinary Share). New directors will receive an equity award with a grant date fair value of $262,500 with the same 75%/25% split between options and restricted stock units, with options vesting one third on the first anniversary of the date of grant and vesting in equal quarterly installments for the two years thereafter, and restricted stock units vesting annually over three years (and without deferred settlement). Additionally, for so long as the non-employee director, including the Non-Executive Chairman, remains on the Board, he or she will receive an equity award with a grant date fair value of $175,000 with the same 75%/25% split between options and restricted stock units, with options vesting annually over three years, and restricted stock units vesting annually over three years (and without deferred settlement). All equity awards are made pursuant to the terms of the Company's Amended Non-Employee Director Compensation Policy (the "Director Compensation Policy"), as amended and in effect from time to time. Prior to its amendment in February 2024, the Director Compensation Policy provided that restricted stock unit awards were subject to deferred settlement and settled upon the director's separation of service with the Company, and certain of the outstanding restricted stock unit awards granted prior to this amendment are currently vested but still subject to deferred settlement. All equity awards are made pursuant to the terms of the Company’s 2020 Plan, as amended and in effect from time to time. In the event of a change of control (as defined in the 2020 Plan), all equity awards held by non-employee directors shall immediately become fully vested. Non-employee directors are also reimbursed for their reasonable out-of-pocket expenses incurred in connection with attending Board and committee meetings. Notwithstanding the foregoing, in lieu of the annual equity award that would have been granted on the date of the Company’s 2025 Annual General Meeting but for the Company’s shareholders’ failure to approve a waiver of the pre-emption disapplication that would have allowed for such grants to occur in the ordinary course, each new and continuing non-employee director will receive an annual restricted cash award of $175,000, vesting and payable on the date of the Annual General Meeting, subject to the continued service of such director until such date. Further, notwithstanding the foregoing, in lieu of the initial equity award that would have been granted on the date of the 2025 Annual General Meeting but for the Company’s shareholders’ failure to approve a waiver of the pre-emption disapplication that would have allowed for such grants to occur in the ordinary course, if a waiver of preemptive rights is submitted for approval to and approved by, the Company’s shareholders at the Annual General Meeting, any non-employee director appointed before the Annual General Meeting will receive an initial equity award with a grant date fair value of $262,500, split in value between share options and restricted stock units 75%/25%. The initial share options will vest one third on the first anniversary of the date of initial appointment of such director and in equal quarterly installments for the two years thereafter, and the exercise price of any share options will be equal to the greater of (a) the closing price of the Company’s ADSs on Nasdaq on the grant date or (b) £0.50 per share (i.e., par value per Ordinary Share). The initial restricted stock unit awards vest in equal installments over three years on each anniversary of the date of initial appointment of such director. Provided, however, that, if (x) such non-employee director’s board service terminates for any reason prior to the grant of the initial equity award (other than on account of an involuntary termination for “cause”), any portion of the award that would have been vested based on their service through the date of termination will be settled in cash based on the greater of (a) the closing price of the Company’s ADSs on Nasdaq on such termination date or (b) £0.50 per share (i.e., par value per Ordinary Share) and (y) if a “change of control” (as defined in the 2020 Plan) occurs prior to the Annual General Meeting, such non-employee directors will receive a lump-sum cash payment of $262,500 upon closing in lieu of such initial equity award.
Director Compensation Table
Director Compensation Table The following table shows the compensation for each person who served as a non-employee member of our Board during the year ended December 31, 2025. We do not provide separate compensation to our directors who are also our employees. The compensation paid to Aaron Berg, our President and Chief Executive Officer, for fiscal year 2025, is set forth in the Summary Compensation Table.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Total ($) | | Patrice Bonfiglio | 63,089 | — | — | 63,089 | | Paul Cohen(5) | 54,711 | — | — | 54,711 | | Mark DiPaolo(3) | 21,435 | — | — | 21,435 | | Keith L. Horn | 71,903 | — | — | 71,903 | | Odysseas Kostas | 73,577 | — | — | 73,577 | | Oliver O'Connor(5) | 32,883 | — | — | 32,883 | | Louis Sterling III | 67,532 | — | — | 67,532 | | Diane E. Sullivan | 68,842 | — | — | 68,842 | | Michael Torok(4) | 31,189 | — | — | 31,189 |
Director Compensation Table
(1) The value of the stock awards reflects the aggregate grant date fair value, calculated in accordance with FASB ASC 718, excluding the effect of estimated forfeitures related to service-based vesting. Assumptions used in the calculations for these amounts are set forth in Note 9 to our consolidated financial statements included in the Company’s 2025 Annual Report on Form 10-K. The value of the option awards reflects the aggregate grant date fair value, calculated in accordance with FASB ASC 718 using the Black-Scholes option-pricing model, excluding the effect of estimated forfeitures related to service-based vesting. Assumptions used in the calculations for these amounts are set forth in Note 9 to our consolidated financial statements included in the Company’s 2025 Annual Report on Form 10-K. Mr. DiPaolo's service as a director ended immediately following our Annual General Meeting on May 13, 2025. The fees reported in this table reflect his time on the Board through the date of such Annual General Meeting. Mr. Torok joined the Board on April 7, 2025 and his reported compensation reflects his partial year of service. (5) Dr. Cohen and Mr. O'Connor are not standing for re-election at the Annual General Meeting, as a result, Dr. Cohen and Mr. O'Connor will resign from the Board effective as of the time immediately before the commencement of the Annual General Meeting. The following table shows the amount of unexercised stock options, unvested restricted stock unit awards and vested restricted stock unit awards subject to deferred delivery held by the non-employee directors as of December 31, 2025:
Director Compensation Table
| Name | Shares Underlying Unexercised Unvested Stock Options | Shares Underlying Unexercised Vested Stock Options | Shares Underlying Unvested Stock Awards | Shares Underlying Vested but Deferred Stock Awards | | Patrice Bonfiglio | 184,760 | 447,000 | 65,140 | 135,800 | | Paul Cohen | 184,760 | 447,000 | 65,140 | 135,800 | | Mark DiPaolo | — | 417,040 | — | 135,800 | | Keith L. Horn | 184,760 | 447,000 | 65,140 | 135,800 | | Odysseas Kostas | 184,760 | 460,400 | 65,140 | 140,260 | | Oliver O'Connor | 184,760 | 447,000 | 65,140 | 135,800 | | Louis Sterling III | 184,760 | 447,000 | 65,140 | 135,800 | | Diane E. Sullivan | 184,760 | 447,000 | 65,140 | 135,800 | | Michael Torok | — | — | — | — |