DEF 14A of COMPASS Pathways plc
Filed Apr 15, 2026 · FY20250001193125-26-157123
What are the voting recommendations of our Board regarding the election of directors and other proposals?
What are the voting recommendations of our Board regarding the election of directors and other proposals? The following table summarizes the items that will be brought for a vote of our shareholders at the Meeting, along with the Board’s voting recommendations.
What are the voting recommendations of our Board regarding the election of directors and other proposals?
| Proposal | Description of Proposal | Board’s Recommendation | | 1. | Re-election of Justin Gover to the Board of Directors | FOR | | 2. | Re-election of Daphne Karydas to the Board of Directors | FOR | | 3. | Election of Kathleen Tregoning to the Board of Directors | FOR | | 4. | Re-election of Jeffrey Jonas to the Board of Directors | FOR | | 5. | Re-appointment of PricewaterhouseCoopers LLP, an English registered limited liability partnership, as U.K. statutory auditor of the Company, to hold office until the conclusion of the next annual general meeting of shareholders | FOR | | 6. | Ratification of the appointment of PricewaterhouseCoopers LLP , a Delaware limited liability partnership, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 | FOR | | 7. | Authorization for the Audit and Risk Committee to determine the Company’s auditors’ remuneration for the fiscal year ending December 31, 2026 | FOR | | 8. | Receipt of the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2025 and to note that the Directors do not recommend the payment of any dividend for the year ended December 31, 2025 | FOR | | 9. | Receipt and approval on an advisory basis of the Company’s U.K. statutory directors’ report on remuneration for the year ended December 31, 2025, which is set forth in Annex A | FOR | | 10. | Advisory vote on the compensation of the Company’s named executive officers for the year ended December 31, 2025, which is set forth in this proxy statement | FOR |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board currently consists of nine members. In accordance with the terms of our Articles of Association, our Board is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows:
ELECTION OF DIRECTORS
| • | the Class I directors are David Norton, Wayne Riley and Gino Santini and their terms will expire at the annual general meeting to be held in 2027; |
ELECTION OF DIRECTORS
| • | the Class II directors are Jeffrey Jonas, Robert McQuade and Kabir Nath and their terms will expire at the annual general meeting to be held in 2028; and |
ELECTION OF DIRECTORS
| • | the Class III directors are Justin Gover, Annalisa Jenkins, and Daphne Karydas, and their terms will expire at this Meeting. |
ELECTION OF DIRECTORS
Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual general meeting in the year in which their term expires. Our Board has nominated Justin Gover and Daphne Karydas for re-election as Class III directors and Kathleen Tregoning for election as a Class III director at the Meeting, and Jeffrey Jonas for re-election as a Class II director at the Meeting. Effective October 29, 2025, Mr. Jonas was appointed to join the Board and a member of the audit and risk and scientific committees. If re-elected at this Meeting, Mr. Jonas’s term will expire at the annual general meeting to be held in 2028. Ms. Jenkins is retiring by rotation upon conclusion of her current three-year term at the Meeting and the Board has nominated Kathleen Tregoning as a Class III director for election at the Meeting. Effective July 29, 2025, Mr. Gover was appointed to join the Board and a member of the audit and risk and scientific committees. If elected or re-elected at this Meeting, Mr. Gover’s, Ms. Karydas’s and Ms. Tregoning’s terms will expire at the annual general meeting to be held in 2029. Ms. Tregoning has indicated a willingness to serve as a director, if elected. Each of Mr. Gover, Ms. Karydas, and Dr. Jonas are presently directors, and have indicated a willingness to continue to serve as directors, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our Board. In connection with proposals 1, 2, 3 and 4, we set forth the biographical information for the nominees to our Board. For biographical information for the other directors see the section titled “Board and Corporate Governance” in this Proxy Statement.
BOARD OF DIRECTORS
BOARD OF DIRECTORS Below is a list of our directors and their positions and ages as of April 6, 2026.
BOARD OF DIRECTORS
| Name | Age | Position | | Gino Santini | 69 | Chair of the Board | | Kabir Nath | 61 | Chief Executive Officer, Director | | Justin Gover | 55 | Director | | Annalisa Jenkins, MBBS(1) | 60 | Director | | Jeffrey Jonas | 73 | Director | | Daphne Karydas | 53 | Director | | Robert McQuade | 69 | Director | | David Norton | 74 | Director | | Wayne Riley | 66 | Director |
BOARD OF DIRECTORS
(1) Dr. Jenkins will serve out her remaining term as a Class III director expiring at the Meeting and has not been renominated for re-election. During the year ended December 31, 2025, there were 10 meetings of our Board. All of our then serving Directors attended a minimum of 75% of the aggregate of the meetings of the Board and meetings of the committees of which he or she was a member during 2025. Under our Corporate Governance Guidelines, each of our directors is expected to make reasonable efforts to attend meetings of the Board and its committees. Directors are also expected to attend our annual general meeting of shareholders to the extent practicable. The biographical information for Justin Gover, Daphne Karydas, and Jeffrey Jonas, the nominees to our Board, is provided in “Proposal 1—Re-Election of Justin Gover to the Board of Directors,” “Proposal 2—Re-Election of Daphne Karydas to the Board of Directors,” and “Proposal 4—Re-Election of Jeffrey Jonas to the Board of Directors,” respectively. Below is biographical information for those directors who are not standing for re-election at this Meeting and who will remain seated following the Meeting. Gino Santini has served as Chair and a member of our Board since September 2024. Mr. Santini currently serves as Chairman of the Board of Collegium Pharmaceutical, Inc. (Nasdaq: COLL), where he has served as a member since July 2012 and has served as lead independent director since May 2015. Mr. Santini was also recently nominated to the board of directors of Galapagos NV (Nasdaq: GLPG) with the intention to appoint him as board chair, subject to shareholder approval at Galapagos’ annual shareholders’ meeting. Mr. Santini currently serves as a member of the board of directors of several privately held companies. Since 2011, Mr. Santini has been a senior advisor providing financing and business consulting services to U.S. and European venture capital, pharmaceutical and biotechnology companies. Previously during the past five years, Mr. Santini served on the board of directors of Intercept Pharmaceuticals, Inc. (Nasdaq: ICPT), Horizon Therapeutics plc (Nasdaq: HZNP), Allena Pharmaceuticals, Inc. (Nasdaq: ALNA), and AMAG Pharmaceuticals Inc. (Nasdaq: AMAG). Previously, Mr. Santini held various positions at Eli Lilly and Company (“Lilly”), from 1983 until his retirement from Lilly in December 2010, most recently as Senior Vice President of Corporate Strategy and Business Development, a position he held since 2007. Prior to his retirement, Mr. Santini also served as a member of Lilly’s Executive Committee and as President of U.S. Operations. He graduated from the University of Bologna, Italy with a B.S. in Mechanical Engineering in 1981 and received an M.B.A. from the Simon School of Business at the University of Rochester in 1983. We believe that Mr. Santini is qualified to serve on our Board because of his extensive experience in the pharmaceutical industry, including in senior leadership roles in corporate strategy, and his experience as a board member for a number of publicly-traded biotechnology companies, including serving as lead independent director. Kabir Nath has served as our Chief Executive Officer and a member of our Board since August 2022. Previously from March 2016 until July 2022, Mr. Nath held positions of increasing responsibility and leadership at Otsuka Holdings Co., Ltd., a leading global healthcare group listed on the Tokyo Stock Exchange (JP 4578). Most recently, from March 2020 until July 2022, Mr. Nath served as senior managing director of global pharmaceuticals at Otsuka. From March 2016 until April 2022, Mr. Nath served as president and chief executive officer of Otsuka’s North America Pharmaceutical Business. Prior to Otsuka, from 2003 until December 2015, Mr. Nath held positions of increasing responsibility and leadership at Bristol-Myers Squibb Company (NYSE: BMS). Mr. Nath currently serves on the board of directors of the American Foundation for Suicide Prevention (AFSP), a leading suicide prevention organization. Mr. Nath holds an M.A. from King’s College, University of Cambridge, and an M.B.A. from INSEAD. We believe that Mr. Nath is qualified to serve on our Board because of his extensive experience in the pharmaceutical and biotechnology sector and his commercial and senior leadership experience. Robert McQuade, Ph.D. has served as a member of our Board since April 2020. From 2004 to his retirement in 2023, Dr. McQuade held roles of increasing responsibility and most recently served as the Executive Vice President & Chief Strategic Officer at Otsuka Pharmaceutical Development & Commercialization, Inc. Dr. McQuade served as Chairman of the Management Committee of the McQuade Center for Strategic Research and Development LLC from 2023 until March 2026 and previously served as an officer thereof from February 2020 to his retirement in 2023. Dr. McQuade currently serves on the board of directors of Camurus (NASDAQ STO: CAMX) and entities related to Otsuka, including Otsuka America Pharmaceutical, Inc. and Otsuka Pharmaceutical Development & Commercialization, Inc. He also serves on the board of directors of The Technology Accelerator Co., which is based in Charleston, SC. Prior to joining Otsuka, Dr. McQuade worked in drug discovery research at Schering-Plough Corp. and in global medical affairs at Bristol-Myers Squibb Company (NYSE: BMS). Dr. McQuade received his degree in biology from Davidson College and completed his Ph.D. in biochemistry from University of North Carolina at Chapel Hill. We believe that Dr. McQuade is qualified to serve on our Board because of his experience in clinical development and regulatory affairs, in addition to his qualifications, attributes and skills, including his extensive pharmaceutical experience. David Norton has served as a member of our Board since May 2018. Until his retirement in September 2011, Mr. Norton was Company Group Chairman, Global Pharmaceuticals for Johnson & Johnson, a public healthcare company. Mr. Norton began his Johnson & Johnson career in 1979 and held a number of positions at the company, including Company Group Chairman, Worldwide Commercial and Operations for the CNS, Internal Medicine franchise from 2006 to 2009, Company Group Chairman for the pharmaceutical businesses in Europe, the Middle East and Africa from 2004 to 2006, and Company Group Chairman for the pharmaceutical businesses in North America from 2003 to 2004. Mr. Norton currently serves on the strategic advisory board of Forepont Capital, LLC, and the Global Alliance for TB Drug Development (now known as TB Alliance). Previously during the past five years, Mr. Norton served on the board of directors of Mallinckrodt, PLC (NYSE American: MNK) and Vivus, Inc. Mr. Norton is a graduate of Control Data Institute, Australia and the College of Distributive Trades, United Kingdom. We believe that Mr. Norton is qualified to serve on our Board because of his experience, qualifications, attributes and skills, including his extensive global pharmaceutical experience.
BOARD OF DIRECTORS
Wayne J Riley, M.D., MPH, M.B.A. has served as a member of our Board since March 2021. Dr. Riley serves as the President of the State University of New York (SUNY) Downstate Health Sciences University, Brooklyn, NY, USA where he holds tenured professorships in internal medicine, and health policy and management and has served since January 2017. Prior to this, Dr. Riley served as a clinical professor of medicine and adjunct professor of health policy at Vanderbilt University from July 2007 until June 2017, and as President and Chief Executive Officer of Meharry Medical College from January 2007 until July 2013. In addition, Dr. Riley currently serves as an elected member of the U.S. National Academy of Medicine, a Commissioner of the U.S. Medicare Payment Advisory Commission, Chair of the Board of the New York Academy of Medicine, President of the Society of Medical Administrators, an organization of leading North American physician executives, and a President Emeritus of the American College of Physicians. Dr. Riley is also a member of the board of directors of HCA Healthcare Inc. (NYSE: HCA), where he serves as Chair of the Patient Safety & Quality Committee and a member of the Audit & Compliance and Nominating & Corporate Governance Committees and a member of the board of directors of HeartFlow, Inc. He also previously served as a Director of Vertex Pharmaceuticals Inc. (Nasdaq: VRTX). Dr. Riley holds a BA from Yale University, Masters in Public Health from the Tulane University School of Public Health and Tropical Medicine, M.D. from the Morehouse School of Medicine, and MBA from Rice University. We believe that Dr. Riley is qualified to serve on our Board because of his experience, qualifications, attributes and skills, including his extensive medical and health policy experience.
Compensation and Leadership Development Committee
| • | reviewing policies relevant to the consideration and determination of compensation of our directors and executive officers; |
Compensation and Leadership Development Committee
| • | overseeing and administering our employee equity incentive plans in operation from time to time, including reviewing and approving grants and awards; |
Director Nomination Process
| • | The nominee shall be well regarded in the community and shall have a long-term reputation for the high ethical and moral standards. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Under our Directors’ Remuneration Policy for Non-Executive Directors (“Director Compensation Policy”), the Board has the discretion to pay cash and equity fees to our non-executive directors for their Board and committee service. Our compensation arrangements for non-executive directors during 2025, as set forth in our Director Compensation Policy, were comprised of an award of a fixed number of share options plus cash payment. Our Director Compensation Policy during 2025 provided that each non-executive director will receive the following cash retainers for service on our Board: (a) $100,000 for our Board Chair, (b) $40,000 for each member, (c) an additional $20,000 for a lead independent director (if applicable), (d) $20,000 (prior to June 12, 2025, $18,000) for the chair of the Audit and Risk Committee, (e) $15,000 (prior to June 12, 2025, $14,000) for the chair of the Compensation and Leadership Development Committee, (f) $12,000 for the chair of the Scientific Committee, (g) $10,000 for the chair of our Nominating and Corporate Governance Committee, (h) $10,000 (prior to June 12, 2025, $9,000) for each member of our Audit and Risk Committee, (i) $7,500 (prior to June 12, 2025, $7,000) for each member of the Compensation and Leadership Development Committee, (j) $6,000 for each member of the Scientific Committee, and (i) $5,000 for each member of our Nominating and Corporate Governance Committee. Fees are reviewed on a periodic basis against those in similar sized companies to ensure they remain competitive and adequately reflect the time commitments and scope of the role. Directors may also receive limited travel or hospitality-related benefits in connection with their duties. In addition to cash compensation, each non-executive director is eligible to receive share options under our equity incentive plans. We have historically awarded share options to certain non-executive directors in an amount determined at the discretion of the Board or Compensation and Leadership Development Committee. The value of all equity awards and cash compensation to any non-executive director in any calendar year for services as a non-executive director shall not exceed £750,000. We do not have a formal share ownership guideline policy for non-executive directors. During 2025, our Director Compensation Policy provided that each new non-executive director elected to our Board was granted an initial one-time equity award of options to purchase 52,000 of our ADSs on the date of such director’s initial election or appointment to the Board and each continuing non-executive director will receive an option to purchase 26,000 ADSs (or an option to purchase 39,000 ADSs in the case of the Board Chair) on the date of our annual general meeting. Accordingly, on June 12, 2025, the date of our 2025 AGM, our Board Chair, Gino Santini, was granted an option to purchase 39,000 of our ADSs and each ongoing non-executive director that continued to serve on the board (excluding the Board Chair) was granted an option to purchase 26,000 of our ADSs. On July 29, 2025, Mr. Gover was granted an initial option to purchase 52,000 ADSs in connection with his appointment to the Board and on October 29, 2025, Dr. Jonas was granted an initial option to purchase 52,000 ADSs in connection with his appointment to the Board. For the initial grants, options vest in 36 equal monthly installments, subject to continued service on the Board. For the annual grants, options vest in full upon the earlier to occur of the first anniversary of the date of grant or the date of the next Annual Meeting, subject to continued service on the Board. The table below shows the compensation paid to our non-executive directors during the year ended December 31, 2025. Mr. Nath did not receive compensation for service on the Board. The compensation paid to Mr. Nath is set forth under the heading “Named Executive Officer Compensation—Summary Compensation Table” below. As a U.K.-incorporated company, we have received shareholder approval at our AGM in 2024 for our U.K. statutory directors’ remuneration policy.
Director Compensation for 2025
Director Compensation for 2025
Director Compensation for 2025
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) (1) (2) | Total ($) | | Gino Santini(2) | 109,375 | 123,427 | 232,802 | | David Norton (2) | 52,450 | 82,285 | 134,735 | | Justin Gover(2)(3) | 23,333 | 164,320 | 187,653 | | Annalisa Jenkins (2) | 64,636 | 82,285 | 146,921 | | Jeff Jonas(2)(4) | 9,333 | 237,120 | 246,453 | | Daphne Karydas(2) | 63,542 | 82,285 | 145,826 | | Thomas Lönngren(2)(5)(7) | 57,308 | 235,714 | 293,022 | | Linda McGoldrick(2)(6)(7) | 45,417 | 226,864 | 272,281 | | Robert McQuade(2) | 61,583 | 82,285 | 143,868 | | Wayne Riley(2) | 53,917 | 82,285 | 136,201 |
Director Compensation for 2025
(1) The amount reported represents the aggregate grant date fair value of share options awarded to our non-employee directors during the 2025 fiscal year, calculated in accordance with FASB, ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the share option reported in this column are set forth in Note 8 in our annual report on Form 10-K filed with the SEC on March 24, 2026. The amount reported in this column reflects the accounting cost for these share option awards and does not correspond to the actual economic value that may be received by the directors upon the exercise of the share options or any sale of the shares. (2) At December 31, 2025, the following number of outstanding and unexercised share options were held by persons who held the position of non-employee Director during the course of 2025: Gino Santini (91,000), David Norton (255,404), Justin Gover (52,000), Annalisa Jenkins (242,404), Jeff Jonas (52,000), Daphne Karydas (104,000), Thomas Lönngren (141,095), Linda McGoldrick (102,584) Robert McQuade (128,584), and Wayne Riley (123,750). (3) Mr. Gover joined the Board in July 2025 and received his initial equity award on July 29, 2025. His cash fees are pro-rated for the period of the year during which he served on the Board. (4) Dr. Jonas joined the Board in October 2025 and received his initial equity award on October 29, 2025. His cash fees are pro-rated for the period of the year during which he served on the Board. (5) Mr. Lönngren retired from the Board effective December 31, 2025. (6) Ms. McGoldrick retired from the Board effective October 31, 2025 and her cash fees are pro-rated for the period of the year during which she served on the Board. (7) In connection with the retirements of Mr. Lönngren and Ms. McGoldrick, the Board approved amendments to extend the option exercise period for their outstanding, vested share options until December 31, 2026. The amounts reported in the “Option Awards” column include the incremental fair value in connection with such share option amendments.
Executive Compensation Philosophy
| • | Be competitive against appropriate market benchmarks and have a strong link to performance, providing the ability to earn above-market rewards for strong performance; |
Executive Compensation Philosophy
| • | Take due account of good governance and promote the long-term success of the Company. |
Executive Compensation Program Design
| × | No Post-Employment Tax Payment Reimbursement. We do not provide any tax reimbursement payments (including “gross-ups”) on any change-in-control or severance payments or benefits. |
Role of the Compensation and Leadership Development Committee and the Board of Directors
Role of the Compensation and Leadership Development Committee and the Board of Directors Our Compensation and Leadership Development Committee, which is comprised entirely of independent directors, is responsible for discharging our Board’s responsibilities relating to compensation of our directors and executives, overseeing our overall compensation structure, policies and programs, and reviewing our processes and procedures for the consideration and determination of director and executive compensation. The Compensation and Leadership Development Committee’s approach to remuneration matters is to enable the Company to attract and retain talent, incentivize long-term value generation, and effectively manage the Company’s cash resources. It is the belief of the Compensation and Leadership Development Committee that this is best achieved through a greater emphasis on variable rather than fixed remuneration, comprised of a mix of base salary and benefits, along with the flexibility to appropriately reward and incentivize with variable pay and long-term incentives. Our Compensation and Leadership Development Committee has the authority to retain, at our expense, one or more third-party compensation consultants to assist the Compensation and Leadership Development Committee in performing its responsibilities. At the beginning of the year, the Compensation and Leadership Development Committee reviews and recommends, in the case of our Chief Executive Officer, and approves, in the case of our other named executive officers, the primary elements of compensation—base salary increases, cash bonus targets, and annual equity awards, as authorized by the Board pursuant to the Compensation and Leadership Development Committee charter. In addition, the Compensation and Leadership Development Committee may deem it advisable to review and approve subsequent compensation opportunities for our executive officers, including our named executive officers.
Compensation-Setting Factors
| • | each executive officer’s skills, experience and qualifications relative to other similarly-situated executives at the companies in our compensation peer group; |
Compensation-Setting Factors
| • | the scope of each executive officer’s role compared to other similarly-situated executives at the companies in our compensation peer group; |
Compensation-Setting Factors
| • | the dilutive impact of equity awards; |
Role of Compensation Consultant
Role of Compensation Consultant The Compensation and Leadership Development Committee engages an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program. For 2025, the Compensation and Leadership Development Committee engaged Aon as its independent compensation consultant to advise on executive compensation matters including:
Role of Compensation Consultant
| • | review and analysis of the compensation for our non-employee directors and our executive officers, including our named executive officers; |
Role of Compensation Consultant
| • | research, development and review of our compensation peer group and our equity grant guidelines; and |
Role of Compensation Consultant
| • | support on other compensation matters as requested throughout the year. |
Role of Compensation Consultant
Aon reports directly to the Compensation and Leadership Development Committee and to the Compensation and Leadership Development Committee chair. Aon also coordinates with our management for data collection and job matching for our executive officers. The Compensation and Leadership Development Committee reviewed its relationship with Aon and considered Aon’s independence in light of all relevant factors, including those set forth in the Exchange Act and in applicable Nasdaq listing rules. The Compensation and Leadership Development Committee concluded that the work performed by Aon and Aon’s senior advisors involved in the engagements did not raise any conflict of interest, and that Aon is independent. In reaching these conclusions, our Compensation and Leadership Development Committee considered the factors set forth in the SEC rules and the applicable Nasdaq rules.
Role of Market Data
Role of Market Data For purposes of comparing our executive compensation against the competitive market, the Compensation and Leadership Development Committee reviews and considers the compensation levels and practices of a group of peer companies. This compensation peer group consists of public biotechnology companies that are similar to us in terms of market capitalization, stage of development and number of employees. As a Nasdaq-listed biotechnology company with operations in the U.S. and the U.K., we operate within a global marketplace for talent. Given that the market for experienced executive talent in the biotechnology industry is competitive, particularly in the U.S., the Compensation and Leadership Development Committee references the U.S. market as the leading indicator for remuneration levels and practices. The Committee also considers the general U.K. compensation frameworks when making decisions on executive compensation. The Compensation and Leadership Development Committee reviews our compensation peer group annually and makes adjustments to our peer group if necessary, taking into account changes in both our business and our peer companies’ businesses. The Compensation and Leadership Development Committee also uses market data from our compensation peer group as one factor in evaluating whether the compensation for our executive officers is competitive in the market. The Compensation and Leadership Development Committee and the Board, as applicable, also rely on their own knowledge and judgment in evaluating market data and making compensation decisions. To determine the composition of the peer group for 2025, the Compensation and Leadership Development Committee considered the following criteria:
Role of Market Data
| • | publicly-traded companies listed in the U.S. (including both U.S.-headquartered and European-headquartered companies), with a preference towards companies which had completed an initial public offering at any time since 2015; |
Role of Market Data
| • | companies in the pre-commercial biotechnology sectors, with preference towards mental health care and neuroscience companies, as appropriate; |
Role of Market Data
| • | similar market capitalization—within a range of approximately 0.33x to approximately 3.0x our market capitalization in the third quarter of 2024; |
Role of Market Data
| • | the stage of development of each company’s development candidates, with a focus on companies with phase 3 clinical programs; and |
Role of Market Data
| • | similar headcount—within a range of 50 to 550 employees based on our fiscal year 2024 headcount; |
Role of Market Data
This analysis led to the selection of the following peer group which was used to make the relevant compensation assessments for 2025 for purposes of establishing 2025 annual base salary, target bonus and equity awards for our named executive officers.
Compensation Peer Group
Compensation Peer Group
Compensation Peer Group
| AC Immune SA | Centessa Pharmaceuticals plc | PureTech Health plc | | Adaptimmune Therapeutics plc | Definium Therapeutics, Inc. (formerly MindMed) | Replimmune Group, Inc. | | Alector, Inc. | Helus Pharma (formerly Cybin) | Sage Therapeutics, Inc.* | | Anavex Life Sciences Corp. | Kymera Therapeutics, Inc. | Scholar Rock Holding Corporation | | Annexon, Inc. | Neumora Therapeutics, Inc. | Vigil Neuroscience, Inc. | | ATAI Life Sciences SA | Praxis Precision Medicine, Inc. | Voyager Therapeutics, Inc. | | Autolus Therapeutics plc | Prothena Corporation plc | Y-mAbs Therapeutics, Inc. | | Bicycle Therapeutics plc | | | | *Subsequently acquired by Supernus Pharmaceuticals, Inc. | | |
PRIMARY ELEMENTS OF EXECUTIVE COMPENSATION PROGRAM
| • | short-term incentive compensation in the form of annual cash bonuses; and |
PRIMARY ELEMENTS OF EXECUTIVE COMPENSATION PROGRAM
| • | long-term incentive compensation in the form of annual equity awards. |
PRIMARY ELEMENTS OF EXECUTIVE COMPENSATION PROGRAM
Our executive officers, including our named executive officers, are also eligible to participate in our standard employee benefit plans, such as our health and welfare benefits plans, and defined contribution retirement plans on the same basis as our other employees in the U.S. or U.K., as applicable. In addition, as described below, our executive officers, including our named executive officers, are entitled to certain severance payments, change-in-control severance payments and benefits pursuant to their employment agreements, described herein.
Short-Term Incentive Compensation
Short-Term Incentive Compensation
Annual Cash Bonuses
Annual Cash Bonuses We provide short-term incentive compensation opportunities to our executive officers, including our named executive officers, in the form of annual cash bonuses to incentivize and reward execution of the Company’s strategy and corporate objectives on an annual basis. For 2025, we determined annual cash bonuses for our named executive officers based on a review of our overall corporate performance relative to defined pre-set objectives.
Performance Goals
Performance Goals At the beginning of each year, the Board discusses with the Chief Executive Officer the annual corporate performance objectives that are intended to be the most significant drivers of our short-term and long-term success. After the end of the relevant financial year, the Compensation and Leadership Development Committee assesses the Company’s performance relative to the corporate goals, reviews management’s self-assessment, evaluates specific achievements that advanced the prior year’s corporate objectives, and determines our overall success in the prior year. The Compensation and Leadership Development Committee considers our Chief Executive Officer’s recommendations, and independently reviews and approves the total percentage achievement level for each of the other named executive officers.
Target Annual Bonuses
Target Annual Bonuses At the time of hire, the target annual bonus is determined for each of our named executive officers, and at the beginning of each year, the Compensation and Leadership Development Committee reviews and determines whether to change the target annual bonus for each such individual. The Compensation and Leadership Development Committee considers the factors described in “Governance of Executive Compensation Program—Compensation-Setting Factors” above, with an emphasis on market data from our compensation peer group for comparable positions. Target annual bonuses represent a specific percentage of annual base salary. Each year, we evaluate our target annual bonuses relative to our executive peer group and adjust the targets, as appropriate, to stay aligned with our compensation philosophy. In January 2025, we kept the target annual bonuses at 60% of base salary for Mr. Nath, 40% of base salary for Dr. Goodwin and 45% of base salary for Ms. Loxam.
2025 Annual Cash Bonuses
2025 Annual Cash Bonuses The 2025 corporate goals and achievements are set forth below. The Compensation and Leadership Development Committee determines the range of our corporate performance from a threshold of 50% to a maximum of 125%. No bonus is paid to any executive officer unless 50% of the corporate goals are achieved.
Corporate Goals and Achievements
In meetings in December 2025 and January 2026, the Compensation and Leadership Development Committee evaluated our achievement of the 2025 corporate objectives. Based on our 2025 results, the Compensation and Leadership Development Committee evaluated achievement of the 2025 corporate objectives and determined that the company met its objectives at target, including completing enrollment in its Phase 3 clinical trials, announcing successful achievement of the primary endpoint in its first pivotal trial, preparing for a new drug application, completing the study design and obtaining FDA clearance of its IND for a Phase 2b/3 study in post-traumatic stress disorder, and raising additional capital while managing its cash runway and significantly increased the net promotor score. Based on this assessment, the Compensation and Leadership Development Committee set the corporate performance score at 100%, a percentage reached as a weighted average of scores against our corporate goals. After evaluating our achievement of the 2025 corporate objectives and determining the level at which to fund the annual bonus pool, the Compensation and Leadership Development Committee then determines the bonus amounts for named executive officers (and recommends for full board approval in the case of the Chief Executive Officer), after considering the aggregate bonus pool funding level and evaluating each person’s contributions in light of company goals. The Compensation and Leadership Development Committee, in its discretion, makes adjustments to award sizes for named executive officers, other than our Chief Executive Officer, based on the achievements in their respective functions and its assessment of individual performance in the year. This year the Compensation and Leadership Development Committee determined to pay the current named executive officers annual bonus based on a combination of individual performance and corporate performance and recommended for approval by the full board the chief executive officer’s annual bonus at the 100% corporate performance score. The table below sets forth the 2025 annual base salaries, target annual cash bonuses, and the 2025 annual cash bonuses earned by our named executive officers.
Corporate Goals and Achievements
| Named Executive Officer (1) | 2025 Annual Base Salary | Target Annual Cash Bonus (% of Annual Base Salary) | 2025 Payout (% of Target) | 2025 Annual Cash Bonus | | Kabir Nath | $647,278 | 60% | 100% | $388,367 | | Guy Goodwin | $448,906 | 40% | 100% | $179,595 | | Teri Loxam | $490,000 | 45% | 100% | $220,500 |
Long-Term Incentive Compensation
Long-Term Incentive Compensation Long-term incentive compensation in the form of equity incentives aligns the interests of our executive officers, including our named executive officers, with long-term shareholder interests and allows us to attract, incentivize, and retain staff in a competitive market. As a form of compensation, share-based incentives also enable us to more effectively manage the Company’s cash resources. We make equity grants under the COMPASS Pathways plc 2020 Share Option and Incentive Plan (the “2020 Plan”). The 2020 Plan allows for the grant of options, restricted share awards, restricted share unit awards (“RSUs”), other share or cash-based awards and dividend equivalent awards to employees, non-employee directors and consultants. Typically, at the beginning of each year, the Compensation and Leadership Development Committee determines the size and relative weighting of the annual equity awards for our executive officers, including our named executive officers, it deems reasonable and appropriate based on such factors. In addition, the Compensation and Leadership Development Committee may deem it advisable to grant subsequent equity awards to our executive officers, including our named executive officers, and may make additional equity awards in the event of a promotion or significant change in responsibilities. With the help of our compensation consultant, we determine whether to grant additional equity awards, the mix of RSUs and options and the amount of equity awards to give to our executive officers based on benchmarking the position of each executive officer against the compensation paid to people in similar positions in our peer group. In March 2025, the Compensation and Leadership Development Committee approved the following annual equity grants to our named executive officers.
Long-Term Incentive Compensation
| Named Executive Officer | Annual Option Award | Annual Restricted Share Unit/Nominal Cost Option Awards | | Kabir Nath | 275,000 | 92,000 | | Guy Goodwin | 63,000 | 32,000 | | Teri Loxam | 76,000 | 25,000 |
Employment Arrangements with our Named Executive Officers
Employment Arrangements with our Named Executive Officers We engage our named executive officers using standard terms as set out in our executive employment agreements. These agreements set forth the individual’s base salary and bonus target based on a percentage of annual base salary and entitle the executive officer to participate in our equity incentive plans, with the amount of such equity participation to be determined at the Compensation and Leadership Development Committee’s sole discretion, and other employee benefits generally available to our employees. If an executive officer is based outside the U.K., additional benefits and assistance with relocation may be provided which reflect local market norms or legislation. The agreements also prohibit our named executive officers from engaging directly or indirectly in competition with us, recruiting or soliciting our employees, or disclosing our confidential information or business practices. Our post-employment compensation arrangements set forth in the employment agreements are designed to provide reasonable compensation to executive officers who leave the Company under certain circumstances to facilitate their transition to new employment. In addition, we believe that the possibility of a change in control creates uncertainty for our executive officers, including our named executive officers, regarding their continued employment because such transactions frequently result in senior management changes. Change in control protections help to alleviate concerns of our executive officers, including our named executive officers, regarding the possible occurrence of such a transaction, allowing them to focus their attention on our business. In addition, these protections encourage executive officers to remain with us during the threat or negotiation of a change in control transaction, which preserves our value and the potential benefit to be received by our shareholders in the transaction. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits. Our Compensation and Leadership Development Committee and the Board do not consider specific amounts payable under these post-employment compensation arrangements when establishing annual compensation. It does believe, however, that these arrangements are necessary to offer compensation packages that are competitive. For more information on the service and employment agreements with our named executive officers and post-employment compensation arrangements, see the discussion under the headings “ Employment Agreements, Change of Control and Severance Arrangements with Named Executive Officers ” later in this Proxy Statement.
Tax Considerations
Tax Considerations Taxation of “Parachute” Payments Sections 280G and 4999 of the U.S. Code provide that executive officers and directors 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 the company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We have not agreed to 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 might owe as a result of the application of Sections 280G or 4999 of the U.S. Code.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table shows the total compensation paid or accrued during the last two fiscal years ended December 31, 2025 and 2024 to each individual who served as our principal executive officer for the year ended December 31, 2025, or fiscal year 2025, our next two most highly compensated executive officers in respect of their service to our company for fiscal year 2025 and up to two individuals for whom disclosure would have been provided if the individual had been serving as an executive officer as of December 31, 2025. These individuals are our named executive officers.
SUMMARY COMPENSATION TABLE
| | | | | Stock | Option | All Other | | | | | Salary | Bonus | Awards | Awards | Compensation | Total | | Name and Principal Position(1) | Year | ($) | ($) (2) | ($) (3) | ($) (3) | ($) | ($) | | Kabir Nath (4) | 2025 | 647,278 | 388,367 | 331,200 | 705,403 | 32,463 | 2,104,710 | | Chief Executive Officer | 2024 | 628,352 | 267,139 | 1,043,280 | 2,364,340 | 36,191 | 4,339,303 | | Guy Goodwin (5) | 2025 | 448,906 | 179,595 | — | 276,545 | 3,908 | 908,954 | | Chief Medical Officer | 2024 | 435,781 | 132,419 | — | 904,273 | 5,031 | 1,477,504 | | Teri Loxam (6)(7) | 2025 | 490,000 | 220,500 | 90,000 | 273,600 | 23,649 | 1,097,749 | | Chief Financial Officer | 2024 | 388,230 | 140,000 | 720,003 | 1,031,153 | 68,758 | 2,348,144 |
SUMMARY COMPENSATION TABLE
(1) All 2025 amounts, except for Teri Loxam, have been converted from GBP to USD using the 2025 average FX rate (£1:$1.3167). (2) The amounts reported in this column represent bonuses paid to each named executive officer based on the Compensation and Leadership Development Committee’s determination of performance against 2025 and 2024 goals, respectively, in its discretion. (3) The amount reported in the Stock Awards and Option Awards column represents the aggregate grant date fair value of time-based RSUs and time-based share options granted to each of the named executive officers in the applicable year, calculated in accordance with the provisions of FASB ASC Topic 718. The assumptions we used in calculating these amounts are included in Note 8 of our audited consolidated financial statements for the year ended December 31, 2025 included in our Annual Report on Form 10-K, filed with the SEC on March 24, 2026. The amounts reported in the Summary Compensation Table for these time-based RSUs and options may not represent the amounts that the named executive officers will actually realize from the awards. Whether, and to what extent, a named executive officer realizes value will depend on our actual operating performance, share price fluctuations and the named executive officer’s continued employment. (4) All other compensation for Mr. Nath in 2025 consists of (i) UK pension allowance of $19,448, (ii) a health savings account contribution of $3,125 and (iii) $9,890 in relation to tax advice paid by the Company on his behalf. (5) All other compensation for Mr. Goodwin in 2025 consists of a health savings account contribution of $3,908. (6) All other compensation for Ms. Loxam in 2025 consists of (i) 401(k) company contributions of $14,000 and (ii) a health savings account contribution of $9,649. (7) Effective March 1, 2024, Ms. Loxam was appointed as our Chief Financial Officer. In 2024, the amount reported for salary represents the amount earned following her commencement of employment, and the amount of her annual bonus was prorated to reflect her partial year of employment.
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The following table sets forth information concerning the outstanding equity awards held by each of the named executive officers as of December 31, 2025:
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
| | Option Awards | | | | Stock Awards | | | | | | | | | Market | | | | | | | Number of | Value of | | | Number of Securities | | | | Shares or | Shares or | | | Underlying Unexercised | | Option | | Units That | Units That | | | Options | | Exercise | Option | Have Not | Have Not | | | Exercisable | Unexercisable | Price | Expiration | Vested | Vested | | Name | (#) | (#) | ($) | Date | (#) | ($) (1) | | Kabir Nath (2) | 500,000 | 100,000 | 14.94 | 07/31/2032 | | | | (3) | 109,012 | 44,888 | 10.85 | 02/01/2033 | | | | (4) | 126,041 | 148,959 | 11.34 | 1/31/2034 | | | | (5) | 51,562 | 223,438 | 3.60 | 3/10/2035 | | | | (6) | | | | | 12,500 | 86,250 | | (7) | | | | | 12,600 | 86,940 | | (8) | | | | | 69,000 | 476,100 | | (9) | | | | | 92,000 | 634,800 | | Guy Goodwin (10) | 100,000 | — | 30.26 | 08/15/2031 | | | | (11) | 43,125 | 1,875 | 15.75 | 01/31/2032 | | | | (12) | 6,000 | 2,000 | 0.01 | 01/31/2032 | | | | (13) | 5,400 | 5,400 | 0.01 | 02/01/2033 | | | | (3) | 45,262 | 18,638 | 10.85 | 02/01/2033 | | | | (4) | 28,875 | 34,125 | 11.34 | 01/31/2034 | | | | (14) | 8,000 | 24,000 | 0.01 | 01/31/2034 | | | | (5) | 11,812 | 51,188 | 3.60 | 03/10/2035 | | | | (15) | — | 32,000 | 0.01 | 03/10/2035 | | | | Teri Loxam (16) | 51,468 | 66,175 | 11.48 | 02/28/2034 | | | | (5) | 14,250 | 61,750 | 3.60 | 3/10/2035 | | | | (17) | | | | | 47,038 | 324,562 | | (9) | | | | | 25,000 | 172,500 |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
(1) Market value has been computed in accordance with SEC rules as the number of unvested shares or units multiplied by the closing price per share of our ADSs on The Nasdaq Global Select Market as of December 31, 2025 ($6.90). (2) Options vest over a 4-year service period with 25% of the award vesting on the first anniversary of the commencement date and the balance vesting monthly over the remaining three years, subject to continued service through each applicable vesting date. The vesting commencement date is August 1, 2022. This grant was awarded outside the 2020 Plan pursuant to the inducement grant exception under Nasdaq Listing Rule 5635(c). service period in 48 equal monthly installments, subject to continued service through each applicable vesting date. The vesting commencement date is February 2, 2023. This grant was made under the 2020 Plan. (4) Options vest over a 4-year service period in 48 equal monthly installments, subject to continued service through each applicable vesting date. The vesting commencement date is February 1, 2024. (5) Options vest over a 4-year service period in 48 equal monthly installments, subject to continued service through each applicable vesting date. The vesting commencement date is March 11, 2025. (6) The restricted share units vest in four equal annual installments, subject to continued service through each applicable vesting date. The vesting commencement date is August 1, 2022. This grant was made under the 2020 Plan. (7) The restricted share units vest in four equal annual installments, subject to continued service through each applicable vesting date. The vesting commencement date is February 2, 2023. This grant was made under the 2020 Plan. (8) The restricted share units vest in four equal annual installments, subject to continued service through each applicable vesting date. The vesting commencement date is February 1, 2024. This grant was made under the 2020 Plan. (9) The restricted share units vest in four equal annual installments subject to continued service through each applicable vesting date. The vesting commencement date is March 11, 2025. This grant is made under the 2020 Plan. (10) Options vest over a 4-year service period with 25% of the award vesting on the first anniversary of the commencement date and the balance vesting monthly over the remaining three years, subject to continued service through each applicable vesting date. The vesting commencement date is August 16, 2021 This grant was made under the 2020 Plan. (11) Options vest over a 4-year service period in 48 equal monthly installments, subject to continued service through each applicable vesting date. The vesting commencement date is February 1, 2022. This grant was made under the 2020 Plan. (12) Options vest in four equal annual installments, subject to continued service through each applicable vesting date. The vesting commencement date is February 1, 2022. This grant was made under the 2020 Plan. (13) Options vest in four equal annual installments, subject to continued service through each applicable vesting date. The vesting commencement date is February 2, 2023. This grant was made under the 2020 Plan. (14) Options vest in four equal annual installments, subject to continued service through each applicable vesting date. The vesting commencement date is February 1 2024. This grant was made under the 2020 Plan. (15) Options vest in four equal annual installments, subject to continued service through each applicable vesting date. The vesting commencement date is March 11, 2025. This grant was made under the 2020 Plan. (16) Options vest over a 4-year service period with 25% of the award vesting on the first anniversary of the commencement date and the balance vesting monthly over the remaining three years, subject to continued service through each applicable vesting date. The vesting commencement date is March 1, 2024. This grant was made under the 2020 Plan. (17) The restricted share units vest in four equal annual installments, subject to continued service through each applicable vesting date. The vesting commencement date is March 1, 2024. This grant was made under the 2020 Plan.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following table shows the total compensation for each of our principal executive officers (each a “PEO”) and the average compensation for our other named executive officers during the last three fiscal years ended December 31, 2025, 2024, and 2023 compared to our net income and total shareholder return for the last three fiscal years.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(1) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net Income | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2025 | 2,120,105 | 4,233,078 | 964,495 | 1,517,964 | 86 | (269,767,000) | | 2024 | 4,339,303 | 163,397 | 1,817,413 | 734,056 | 22 | (155,122,000) | | 2023 | 2,824,757 | 2,375,232 | 1,259,653 | 931,410 | 51 | (118,464,000) |
PAY VERSUS PERFORMANCE
(1) For fiscal 2025, our non-PEO named executive officers were Guy Goodwin and Teri Loxam. For fiscal 2024, our non-PEO named executive officers were Guy Goodwin, Teri Loxam and Matthew Owens. For fiscal 2023, our non-PEO named executive officers were Guy Goodwin, Matthew Owens, Ekaterina Malievskaia and Michael Falvey. (2) The 2025 compensation actually paid to our PEO and the average compensation actually paid to our non-PEO named executives reflects the following adjustments from total compensation reported in the Summary Compensation Table:
PAY VERSUS PERFORMANCE
| | PEO | Average of Non-PEO’s | | Total compensation reported in the Summary Compensation Table | 2,120,105 | 964,495 | | Deduct the equity compensation reported in the Summary Compensation Table in column (Stock Awards) and column (Option Awards), | (1,036,603) | (280,746) | | Add year end fair value all awards granted during 2025 that are outstanding and unvested as of the end of the fiscal year; | 1,856,390 | 505,260 |
PAY VERSUS PERFORMANCE
| | PEO | Average of Non-PEO’s | | Add change in fair value (from prior year-end) of prior year equity awards that are unvested and outstanding | 966,036 | 268,052 | | Add for awards that were granted and vested in 2025, the fair value as of the vesting date | 188,789 | 47,712 | | Add the change in fair value (from prior year-end to vesting date) of prior year equity awards that vested in the 2025 | 138,361 | 13,190 | | Subtract for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during 2025, the amount equal to the fair value at the end of the prior fiscal year | — | — | | Compensation Actually Paid for fiscal year 2025 | 4,233,078 | 1,517,964 |
PAY VERSUS PERFORMANCE
non-PEO named executives reflects the following adjustments from total compensation reported in the Summary Compensation Table:
PAY VERSUS PERFORMANCE
| | PEO | Average of Non-PEO’s | | Total compensation reported in the Summary Compensation Table | 4,339,303 | 1,817,413 | | Deduct the equity compensation reported in the Summary Compensation Table in column (Stock Awards) and column (Option Awards), | (3,407,620) | (1,197,449) | | Add year end fair value all awards granted during 2024 that are outstanding and unvested as of the end of the fiscal year; | 774,210 | 299,090 | | Add change in fair value (from prior year-end) of prior year equity awards that are unvested and outstanding | (1,618,908) | (213,287) | | Add for awards that were granted and vested in 2024, the fair value as of the vesting date | 254,795 | 42,927 | | Add the change in fair value (from prior year-end to vesting date) of prior year equity awards that vested in the 2024 | (178,382) | (14,640) | | Subtract for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during 2024, the amount equal to the fair value at the end of the prior fiscal year | — | — | | Compensation Actually Paid for fiscal year 2024 | 163,397 | 734,056 |
PAY VERSUS PERFORMANCE
(6) The 2023 compensation actually paid to our PEO and the average compensation actually paid to our non-PEO named executives reflects the following adjustments from total compensation reported in the Summary Compensation Table:
PAY VERSUS PERFORMANCE
| | PEO | Average of Non-PEO’s | | Total compensation reported in the Summary Compensation Table | 2,824,757 | 1,259,653 | | Deduct the equity compensation reported in the Summary Compensation Table in column (Stock Awards) and column (Option Awards), | (1,515,203) | (636,067) | | Add year end fair value all awards granted during 2023 that are outstanding and unvested as of the end of the fiscal year; | 931,442 | 298,372 | | Add change in fair value (from prior year-end) of prior year equity awards that are unvested and outstanding | 32,631 | 620 | | Add for awards that were granted and vested in 2023, the fair value as of the vesting date | 74,709 | 74,709 |
PAY VERSUS PERFORMANCE
| | PEO | Average of Non-PEO’s | | Add the change in fair value (from prior year-end to vesting date) of prior year equity awards that vested in the 2023 | 26,896 | (11,276) | | Subtract for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during 2023, the amount equal to the fair value at the end of the prior fiscal year | — | (54,602) | | Compensation Actually Paid for fiscal year 2023 | 2,375,232 | 931,410 |
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table We generally seek to incentivize long-term performance, and therefore do not specifically align our performance goals with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. Compensation Actually Paid and Net Loss As a late-stage clinical biotechnology company primarily focused on research and development of novel treatments for serious mental health conditions, our company has not historically utilized net income (loss) as a performance measure for our executive compensation program. For 2023, 2024 and 2025, our net loss increased. The compensation actually paid to our PEO increased significantly from 2024 to 2025 due to fair value of equity awards in 2025 and change in fair value of previous equity awards at the end of 2025 and the compensation actually paid to our named executive officers as a group (excluding our PEO) increased slightly from 2024 to 2025. The compensation actually paid to our named executive officers as a group (excluding our PEO) and the compensation actually paid to our PEO decreased from 2023 to 2024. Compensation Actually Paid and TSR As shown in the following graph, from 2023 to 2024, the compensation actually paid to our named executive officers as a group (excluding our PEO) and our PEO decreased and our TSR decreased. From 2024 to 2025, our TSR increased and our compensation actually paid to our PEO and to our named executive officers as a group (excluding the PEO) also increased. As discussed above in “ Executive Compensation—Primary Elements of Compensation Program ” we use a combination of short-term cash incentive compensation opportunities for our named executive officers, in the form of annual cash bonuses to incentivize and award delivery of the Company’s strategy and corporate objectives, and long-term equity incentive compensation consisting of share options, which provide value only if the market price of our shares increases and if the executive officer continues in our employment over the vesting period, and restricted share units, which provide value only if the executive officer continues in our employment over the vesting period. These equity awards strongly align our executive officers’ interests with those of our shareholders by providing a continuing financial incentive to maximize long-term value for our shareholders and by encouraging our executive officers to continue in our employment for the long-term.