DEF 14A of NewAmsterdam Pharma Co N.V., May 6, 2026

DEF 14A of NewAmsterdam Pharma Co N.V.

Filed May 6, 2026 · FY20250001193125-26-207562

Open on EDGAR

  1. CURRENT DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS

    CURRENT DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS

  2. The Board of Directors

    The Board of Directors Biographical information as of April 15, 2026 and the experience, qualifications, attributes and skills that led our Nomination and Corporate Governance Committee and our Board of Directors to determine that each individual should continue to serve on the Board are discussed below.

  3. The Board of Directors

    | Name | Positions and Offices Held | Year in which Term Expires | Age | | Employee Directors | | | | | Michael Davidson, M.D. | Chief Executive Officer, Director | 2029 | 69 | | John Kastelein, M.D. | Chief Scientific Officer, Non-Executive Director | 2027 | 72 | | Non-Employee Directors | | | | | William H. Lewis, J.D., M.B.A. | Chair, Non-Executive Director | 2028 | 57 | | Mark C. McKenna | Vice Chair, Non-Executive Director | 2028 | 46 | | Adele Gulfo | Non-Executive Director | 2029 | 63 | | Wouter Joustra | Non-Executive Director | 2027 | 37 | | Louis Lange, M.D., Ph.D. | Non-Executive Director | 2028 | 77 | | John W. Smither | Non-Executive Director | 2026 | 73 | | James N. Topper, M.D., Ph.D. | Non-Executive Director | 2029 | 64 | | Janneke van der Kamp | Non-Executive Director | 2026 | 51 |

  4. The Board of Directors

    Employee Directors Dr. Michael Davidson. Michael Davidson, M.D., has served as our Chief Executive Officer and executive director since November 2022. Dr. Davidson served NewAmsterdam Pharma as its Chief Executive Officer and an executive director from August 2020 to November 2022. Prior to joining NewAmsterdam Pharma, Dr. Davidson was the founder and Chief Executive Officer of Corvidia Therapeutics, Inc. from January 2016 until April 2018 and the Chief Science/Medical Officer from April 2018 until July 2020, when Corvidia was acquired by Novo Nordisk A/S for up to $2.1 billion. Dr. Davidson, who is a leading expert in the field of lipidology and was named in The Best Doctors in America for the past 15 years, is also currently a professor of medicine and director of the lipid clinic at the University of Chicago. Dr. Davidson co-founded and served as the Chief Medical Officer of Omthera Pharmaceuticals, Inc. in 2008, which was later acquired by AstraZeneca Pharmaceuticals in 2013 for up to $443 million. His research background encompasses both pharmaceutical and nutritional clinical trials including extensive research on statins, novel lipid-lowering drugs, and omega-3 fatty acids. Dr. Davidson is board-certified in internal medicine, cardiology, and clinical lipidology and served as President of the National Lipid Association from 2010 to 2011. Dr. Davidson currently serves on the board of directors of Tenax Therapeutics, Inc. (Nasdaq: TENX), and BioAge Labs, Inc. (Nasdaq: BIOA). Dr. Davidson also serves on the boards of four private biotechnology companies, Sonothera, Jocasta Neuroscience and Abcentra. Dr. Davidson received his B.A. and M.S. from Northwestern University and his M.D. from The Ohio State University School of Medicine. Our Nomination and Corporate Governance Committee and our Board believe Dr. Davidson’s extensive experience in the field of cardiology and his prior management experience provide him the qualifications and skills to serve on the Board of Directors. Dr. John Kastelein. John Kastelein, M.D., Ph. D. FESC, has served as our Chief Scientific Officer and non-executive director since November 2022. Dr. Kastelein co-founded NewAmsterdam Pharma in 2020 served as its Chief Scientific Officer and an executive director from January 1, 2020 to November 2022. Dr. Kastelein has also served as the chief executive officer of Vascular Research Network Inc. (“VRN”) since January 2013 and as the Chief Medical Officer of Staten Biotechnology B.V. since January 2018. Dr. Kastelein also serves as emeritus professor of medicine and was the chair of the department of vascular medicine at the Academic Medical Center of the University of Amsterdam. He serves on the advisory board of the Dutch Atherosclerosis Society. In 2011 he received the ZonMw Pearl for his research in the field of gene therapy. Dr. Kastelein also serves on the board of directors of North Sea Therapeutics Inc., VRN and Oxitope Pharma Inc. Dr. Kastelein also serves as an advisor to a number of biotech and pharmaceutical companies. Dr. Kastelein was awarded a doctorate in medicine (with honors) from the University of Amsterdam, trained in internal medicine at the Academic Medical Center of the University of Amsterdam, and trained in lipidology and molecular biology at the University of British Columbia in Vancouver. Dr. Kastelein published his first clinical research on CETP-inhibition in the New England Journal of Medicine in 1997. Our Nomination and Corporate Governance Committee and our Board believe Dr. Kastelein’s deep scientific and medical knowledge about NewAmsterdam Pharma’s product candidate and his experience in senior management, provide Dr. Kastelein with the qualifications and skills to serve on the Board of Directors. Non-Employee Directors William H. Lewis, J.D., M.B.A. William H. Lewis has served as a member of the Board of Directors and Chair since January 2024. Will joined Insmed in 2012 as President and Chief Executive Officer and as a member of the board of directors. He became Chair of the Board of Directors in November 2018. Will is the former Co-Founder, President, and Chief Financial Officer of Aegerion Pharmaceuticals, Inc. (Nasdaq: AEGR), and previously spent more than 10 years working in investment banking in the U.S. and Europe. He also previously worked for the U.S. government. Will holds a Bachelor of Arts degree cum laude from Oberlin College as well as a Master of Business Administration and a Juris Doctor with Honors from Case Western Reserve University. Our Nomination and Corporate Governance Committee and our Board believe that Mr. Lewis’ significant experience as a public company executive in the life sciences industry and his other professional experience in the finance industry provide him the qualifications and skills to serve on the Board of Directors. Mark C. McKenna. Mark C. McKenna has served as a member of the Board of Directors since July 2024. Mr. McKenna is the founder, Chairman and Chief Executive Officer of Mirador Therapeutics, and currently serves as Chairman of the board of directors of Apogee Therapeutics, Inc. (Nasdaq: APGE) and a director at Spyre Therapeutics, Inc. (Nasdaq: SYRE). In addition, Mr. McKenna serves as a venture partner at Arch Venture Partners and Senior Advisor at Fairmount Funds. Previously, Mr. McKenna was President, Chief Executive Officer and Chairman of the Board of Directors of Prometheus Biosciences, Inc., which was acquired by Merck & Co, Inc. in June 2023. Earlier, Mr. McKenna was a corporate officer of Bausch Health and served as President of its subsidiary, Salix Pharmaceuticals, Inc. Prior to Salix Pharmaceuticals, Mr. McKenna spent more than a decade in various roles with Bausch + Lomb, also a division of Bausch Health, most recently as Senior Vice President and General Manager of its U.S. Vision Care business. Mr. McKenna was Ernst & Young’s Entrepreneur of the Year in 2023 and holds a B.S. in marketing from Arizona State University and an M.B.A. from Azusa Pacific University. Our Nomination and Corporate Governance Committee and our Board believe that Mr. McKenna’s significant experience as a public company executive in the life sciences industry and his other professional experiences provide him the qualifications and skills to serve on the Board of Directors.

  5. The Board of Directors

    Adele Gulfo. Adele Gulfo has served as a member of the Board of Directors since April 2025. Adele Gulfo has served as a member of the Board of Directors since April 2025. Ms. Gulfo currently serves on the Board of Directors of Tyra Biosciences, Inc. (NASDAQ: TYRA), a publicly traded biotechnology company, and Enpro Inc. (NYSE: NPO), a publicly traded industrial technology firm. She also serves on the board of Battelle, a $13B applied science and technology organization and one of the world’s largest independent research and development enterprises, supporting mission-critical innovation across national security, health, advanced engineering, and government and commercial sectors. In addition, she is a member of the Innovation Growth Board at Mass General Brigham, the largest hospital-based research enterprise in the United States. Ms. Gulfo most recently served as Chief Executive Officer of the Biopharma Commercial Unit at Sumitomo Pharma America, Inc. (“Sumitomo”), where she led the organization through strong revenue growth and meaningful profit improvement across a diverse portfolio spanning oncology, rare disease, urology, neurology, and women’s health. Previously, she served as Chief Commercial and Business Development Officer at Sumitovant Biopharma, Inc. (“Sumitovant”) from 2020 to 2023 until its integration into Sumitomo. Prior to that, she served as Chief Commercial Development Officer at Roivant Sciences Ltd., where she played a key role in the formation of Sumitovant and was instrumental in launch preparations and commercialization for several key brands, including ORGOVYX®, GEMTESA®, RETHYMIC®, and MYFEMBREE®. Earlier in her career, Ms. Gulfo held several senior leadership roles at Pfizer Inc. (“Pfizer”), including President and General Manager of Pfizer’s U.S. Primary Care Business Unit and Country Manager for Pfizer’s U.S. Biopharma Business, where she oversaw market access and commercial operations across the Primary Care, Specialty, and Oncology divisions, and led the launch of LIPITOR®. Ms. Gulfo holds a B.S. in Biology from Seton Hall University and an M.B.A. in Marketing from Fairleigh Dickinson University. Our Nomination and Corporate Governance Committee and our Board believe that Ms. Gulfo’s extensive experience as an executive in the life sciences industry and in particular her experience with the commercial launch of multiple therapies, provide her the qualifications and skills to serve on the Board of Directors. Wouter Joustra. Wouter Joustra has served as a member of the Board of Directors since July 2024. Wouter Joustra is a General Partner at Forbion, a leading European life sciences venture capital firm. At Forbion, Mr. Joustra is responsible for general fund management, private, cross-over and public investments. Mr. Joustra focuses on Forbion’s Growth Opportunities Funds, which concentrates on investing in late-stage life sciences companies. Prior to joining Forbion in 2019, Mr. Joustra previously was a Senior Trader, as well as Executive Board member of the Life Sciences franchise at Kempen, a European boutique investment bank. Mr. Joustra also served as a member of the board of directors of Gyroscope Therapeutics until the closing of its acquisition by Novartis in February 2022 for up to $1.5 billion, the board of directors of VectivBio (NASDAQ: VECT) from December 2022 until the closing of its $1.2 billion acquisition by Ironwood Pharmaceuticals in December 2023, the board of directors of Aiolos Bio until the closing of its acquisition by GSK plc in February 2024 for up to $1.4 billion and the board of Forbion’s SPAC vehicle until the completion of the business combination of enGene Holdings Inc. (NASDAQ: ENGN) in October 2023. Currently Mr. Joustra serves on the board of directors of VectorY Therapeutics, NewAmsterdam Pharma N.V. (NASDAQ: NAMS), Beacon Therapeutics, Navigator Medicines, Verdiva Bio and VOR Biopharma (NASDAQ: VOR). Mr. Joustra holds an M.Sc. in Business Administration from the University of Groningen, and a B.Sc. in International Business and Management from this same university. Our Nomination and Corporate Governance Committee and our Board believe that Mr. Joustra’s board experience and significant experience as an investor in the life sciences industry provide him the qualifications and skills to serve on the Board of Directors. Dr. Louis Lange. Louis Lange, M.D., Ph.D., has served as a member of the Board of Directors since November 2022. Dr. Lange previously served on the NewAmsterdam Pharma board from 2021 to November 2022. Dr. Lange previously served as the chief of cardiology and a professor of medicine at the Washington University School of Medicine and was one of the early academicians in molecular cardiology. Dr. Lange founded and served as the chief executive officer and chairman of CV Therapeutics, Inc. (Nasdaq: CVTX) from 1990 until 2019, and as a senior advisor to Gilead Sciences, Inc. from 2009 until 2019, following its acquisition of CV Therapeutics. Dr. Lange currently serves as a general partner with Asset Management Ventures. Dr. Lange also serves on the board of directors of private companies Stealth Biotherapeutics Corp., Amygdala Neurosciences, Inc. and Incendia Therapeutics, Inc. Dr. Lange previously served on the board of directors of Audentes Therapeutics, Inc. (sold to Astellas Pharma Inc.) and CymaBay Therapeutics (acquired by Gilead). Dr. Lange has a Bachelor’s degree from the University of Rochester, an M.D. from Harvard University and a Ph.D. in Biological Chemistry, also from Harvard University. Our Nomination and Corporate Governance Committee and our Board believe that Dr. Lange’s board experience, medical background and experience as a public company officer, provide Dr. Lange with the qualifications and skills to serve on the Board of Directors. John W. Smither. John Smither has served as a member of the Board of Directors since January 2023. Mr. Smither previously served as the Chief Financial Officer of Arcutis Biotherapeutics, Inc. (Nasdaq: ARQT) from May 2019 until March 2021, and again as Interim Chief Financial Officer from September 2023 to April 2024, and the Chief Financial Officer of Sienna Biopharmaceuticals, Inc. (Nasdaq: SNNA) from April 2018 until March 2019. Mr. Smither also served as the interim Chief Financial Officer at Kite Pharma (a Gilead Sciences, Inc. company) from October 2017 until April 2018 during its integration with Gilead. Mr. Smither presently serves on the board of directors of Genelux serving as chair of its compensation committee and as a member of its audit committee. Mr. Smither also served on the board of directors and audit committee chair of eFFECTOR Therapeutics, Inc. (Nasdaq: EFTR) from March 2018 to September 2023 and Applied Molecular Transport, Inc. (Nasdaq: AMTI) from January 2022 to December 2023. Mr. Smither also served as a member of the nomination and corporate governance committee of eFFECTOR Therapeutics and the compensation committee of Applied Molecular Transport. Mr. Smither previously served on the board of directors of Achaogen, Inc. and Principia Biopharma Inc and as the chair of their audit committees. Mr. Smither also has 15 years’ experience as a practicing CPA (inactive), including time spent as an audit partner with Ernst & Young LLP. Our Nomination and Corporate Governance Committee and our Board believe that Mr. Smither’s experience as the Chief Financial Officer for a number of public companies and his experience serving on the board of directors and audit committees of other public life science companies provide Mr. Smither with the qualifications and skills to serve on the Board of Directors.

  6. The Board of Directors

    Dr. James N. Topper. James N. Topper, M.D., Ph.D., has served as a member of the Board of Directors since November 2022. Dr. Topper previously served as FLAC’s Chief Executive Officer and Chairman of the FLAC Board of Directors from October 2020 until November 2022. Dr. Topper currently serves as a Managing Partner of Frazier Life Sciences (“Frazier”). He joined Frazier in 2003 and opened Frazier’s Menlo Park office in the same year. Throughout his tenure as a Managing Partner, Dr. Topper has invested across over 35 companies encompassing a broad spectrum of life science and biopharmaceutical companies. Dr. Topper has led and served as a board member for many of Frazier’s successful life sciences investments, including Acerta Pharma BV (sold to AstraZeneca), Alpine Immune Sciences (sold to Vertex), Amunix Pharmaceuticals, Inc. (sold to Sanofi), Aptinyx Inc. (Nasdaq: APTX), Calistoga Pharmaceuticals, Inc. (co-founder, sold to Gilead Sciences), Entasis Therapeutics Holdings Inc. (sold to Innoviva), Frazier Lifesciences Acquisition Corporation, Mavupharma (sold to AbbVie), Rempex (sold to The Medicines Company), Incline (co-founder, sold to The Medicines Company), Alnara (sold to Lilly), Portola, Inc. (co-founder, Nasdaq: PTLA), Phathom Pharmaceuticals Inc. (Nasdaq: PHAT), CoTherix, Inc (sold to Actelion), and Threshold Pharmaceutical, Inc. (Nasdaq: THLD). He currently represents Frazier on the boards of companies such as Phathom Pharmaceuticals, Inc. (Nasdaq: PHAT), Diagonal Therapeutics, Inc., Counterakt Therapeutics, Inc., Enlaza Therapeutics, Inc., Attovia Therapeutics, Inc., and Architect Therapeutics, Inc. In 2011 and 2016, Dr. Topper was named to the Midas List of leading venture capitalists, and in 2013, Dr. Topper was recognized by Forbes as a top ten healthcare investor. Dr. Topper received his M.D. and Ph.D. in Biophysics from Stanford and his B.S. from the University of Michigan. Our Nomination and Corporate Governance Committee and our Board believe that Dr. Topper’s experience overseeing Frazier’s investments in biotechnology, his experience in senior management positions and his significant knowledge of industry, medical and scientific matters, provide Dr. Topper with the qualifications and skills to serve on the Board of Directors. Janneke van der Kamp. Janneke van der Kamp has served as a member of the Board of Directors since April 2023. Ms. van der Kamp currently serves as the Chief Executive Officer of Norgine. Prior to this, she was Chief Commercial Officer of Grünenthal and previously spent two decades in roles of increasing responsibility at Novartis, ultimately serving on the Pharma Executive Committee as Global Head of Product & Portfolio Strategy from 2016 to 2018 and then Head of Pharma Region Europe from 2019 until 2022. While at Novartis, Ms. van der Kamp supported the launch of Novartis’ key cardiovascular disease medicines, as well as the company’s efforts in immunology, dermatology, neuroscience, ophthalmology, and respiratory disease. Ms. van der Kamp received her M.S. in chemistry from Utrecht University and M.B.A. from INSEAD. Our Nomination and Corporate Governance Committee and our Board believe that Ms. van der Kamp’s operational experience in the pharmaceutical industry and business development experience provide Ms. van der Kamp that qualifications and skills to serve on the Board of Directors.

  7. Executive Compensation Components

    Executive Compensation Components Our executive compensation program generally consists of, and is intended to strike a balance among, the following three principal components: base salary, annual performance-based cash bonuses and long-term incentive equity grants. We also provide our executive officers with severance and change-in-control benefits, as well as other benefits available to all our employees, including retirement benefits under the Company’s U.S. 401(k) plan, retirement arrangements for employees in other countries and participation in employee benefit plans. The following chart summarizes the key features and objectives of the three main elements of compensation.

  8. Executive Compensation Components

    | Element | Description | Objectives | | Base Salary | • Fixed cash compensation. • Determined based on each executive officer’s role, individual skills, experience, performance, and external market value. | • Provide stable compensation to executive officers, allow the Company to attract and retain skilled executive talent and maintain a stable leadership team. | | Short-Term Incentives: Annual Bonus Plan | • Variable cash compensation based on the level of achievement of pre-determined annual corporate goals, contribution to the corporate goals and personal performance. | • Promote and reward the achievement of key annual strategic, business and operational goals. |

  9. Executive Compensation Components

    | Long-Term Incentives: Equity-Based Compensation | • Variable equity-based compensation. • Share options: Right to purchase shares at a price equal to the share price on the grant date. • Restricted share units. | • Motivate and reward achievement of multi-year strategic goals and delivery of sustained long-term value to shareholders, as well as attract and retain executive officers. |

  10. Compensation Program Governance

    | What We Do | | | | ☑ | Pay for Performance | The majority of total executive compensation is variable and at-risk. | | ☑ | Balance Short- and Long-Term Compensation | The allocation of incentives among annual cash incentives and long-term equity incentives does not over-emphasize short-term performance at the expense of achieving long-term goals. | | ☑ | Combination of Balanced Performance Metrics | We use a diverse set of milestone performance metrics in our annual performance bonus plan to ensure that no single measure affects compensation disproportionately. | | ☑ | Independent Compensation Consultant | The Compensation Committee has engaged an independent compensation consultant to provide information and advice for use in Compensation Committee decision-making. | | ☑ | Peer Data | We develop a peer group of companies based on industry, development stage, therapeutic focus, market capitalization, employee headcount, and number of years as a public company to reference for compensation decisions. | | ☑ | Clawback | We maintain a clawback policy compliant with SEC and Nasdaq rules. | | ☑ | Double Trigger Change-in-Control Provisions | We entered into agreements with each of the NEOs that provide certain financial benefits if there is both a change in control and a termination of employment (a “double trigger”). A change in control alone would not trigger cash severance pay. | | What We Don’t Do | | | | ✘ | No Hedging or Pledging of Company Securities | We prohibit officers and directors from engaging in hedging, pledging or short sale transactions in Company securities. | | ✘ | No Perks | We do not provide material perquisites to executive officers. | | ✘ | No Excise Tax Gross-Ups | We do not provide excise tax gross-ups. | | ✘ | No Share Options Below Fair Market Value | We do not grant share options with an exercise price below fair market value. | | ✘ | No Guaranteed Compensation | We do not have agreements with our NEOs that provide any guarantees relating to base salary increases or the amounts of any annual cash incentive awards or long-term equity awards. |

  11. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee recognizes that there is value in procuring independent, objective expertise in connection with fulfilling its duties, and pursuant to its charter, the Compensation Committee has the authority to select and retain advisors to assist it with carrying out its duties and responsibilities. The Compensation Committee has engaged the services of an independent compensation consultant, the Human Capital Solutions practice of Aon plc (“Aon”), to assist it in connection with making executive compensation decisions. The Compensation Committee has worked with Aon to develop a peer group, to provide a competitive market analysis of the base salary, annual performance-based cash incentive awards and long-term incentive compensation of our executive officers compared against the peer group, and to review other market practices and trends with respect to executive compensation. The Compensation Committee annually assesses the independence of Aon pursuant to SEC and Nasdaq rules. The Compensation Committee assessed the independence of Aon consistent with Nasdaq listing standards and concluded that the engagement of Aon does not raise any conflict of interest. While the Compensation Committee took into consideration the review and recommendations of Aon when making decisions about our executive compensation program in 2025, ultimately, the Compensation Committee made its own independent decisions in determining our executives’ compensation.

  12. Consideration of Comparative Market Data

    Consideration of Comparative Market Data The Compensation Committee believes that obtaining relevant market and benchmark data is important to making determinations about executive compensation. This information provides a solid reference point and helpful context for making compensation decisions, even though, relative to other companies, there are differences and unique aspects of the Company. With Aon’s assistance and input, the Compensation Committee annually adopts a peer group of companies that it uses as a reference group to provide a broad perspective on competitive pay levels and practices. In doing so, the Compensation Committee seeks to approve a peer group that is representative of the sector in which we operate and includes companies within an appropriate defined range in terms of key attributes. In October 2024, the Compensation Committee determined that our peer group for determining the compensation of our NEOs in 2025 would consist of Phase 2, Phase 3 and NDA/BLA biopharmaceutical/biotechnology companies. In general, the selection criteria consisted of the following: • market capitalizations between one-third and three times the market capitalization of the Company; • annual revenues less than $100 million; • fewer than 150 employees; and • preference given to companies that went public within the last 5 years. Based on these criteria, the peer group for setting 2025 compensation consisted of the following 24 companies:

  13. Consideration of Comparative Market Data

    | 4D Molecular Therapeutics, Inc. | Geron Corporation | Pliant Therapeutics, Inc. | | 89bio, Inc. | Humacyte, Inc. | Scholar Rock Holding Corporation | | Akero Therapeutics, Inc. | IDEAYA Biosciences, Inc. | SpringWorks Therapeutics, Inc. | | Belite Bio, Inc. | Immunovant, Inc. | Structure Therapeutics Inc. | | Biohaven Ltd. | Iovance Biotherapeutics, Inc. | Summit Therapeutics, Inc. | | Cogent Biosciences, Inc. | Keros Therapeutics, Inc. | Tarsus Pharmaceuticals, Inc. | | Crinetics Pharmaceuticals, Inc. | Krystal Biotech, Inc. | Vera Therapeutics, Inc. | | Cullinan Oncology, Inc. | Madrigal Pharmaceuticals, Inc. | Viking Therapeutics, Inc. |

  14. Consideration of Comparative Market Data

    The Compensation Committee utilizes the compensation of executive officers of the companies in this peer group as one reference point in the compensation-setting process along with various other factors, such as the executive’s performance, experience, and competitive market conditions. Additionally, when considering the establishment of 2025 compensation levels for our NEOs, the Compensation Committee, upon recommendation from Aon, supplemented the 2025 peer group long-term incentive market data with data derived from the Radford 2024 Global Life Science Survey for public pre-commercial biopharma companies. This survey data was used to obtain a general understanding of the compensation practices of companies similar to ours at the time. The Compensation Committee believes that the compensation practices of our peer group, together with the data derived from the Radford 2024 Global Life Science Survey, provided us with appropriate compensation reference points for evaluating and determining the compensation of our NEOs during 2025.

  15. CEO and NEO Pay Mix

    CEO and NEO Pay Mix Though the Compensation Committee has not adopted any formal or informal policies or guidelines that specify the allocation of compensation between these three elements, consistent with our “pay-for-performance” philosophy, the Compensation Committee has determined that NEO compensation packages must include an emphasis on and substantial portion of variable, at-risk pay while ensuring adequate base salary to attract and retain talent. The Compensation Committee considers compensation to be at-risk if it is subject to performance-based payment or vesting conditions or if its value depends on share price appreciation. Our executive compensation is linked strongly to the performance of the business, with a majority of annual target compensation being variable and at-risk. In 2025, 95% of the total target compensation for the CEO was at-risk and 88% of the total target compensation for all other NEOs was at-risk. The following pay mix pie chart graphics illustrate our emphasis on variable, at-risk pay and long-term incentives. The percentages of target total direct compensation as calculated above are based on the annualized 2025 base salary, the 2025 annual cash incentive compensation opportunity (assuming achievement at the target level), and the grant date fair value of the annual equity grants to NEOs. Each compensation element is described in this section and outlined in more detail in the Summary Compensation Table and Grants of Plan-Based Awards table below.

  16. Annual Performance-Based Cash Bonus

    Annual Performance-Based Cash Bonus The annual cash incentive bonus plan (the “Annual Bonus Plan”) is a cash-based plan that rewards executive officers for the achievement of key short-term objectives. The structure of the Annual Bonus Plan incentivizes executive officers to achieve research, clinical, operational, and organizational results that the Compensation Committee views as critical to the execution of our business strategy. For the NEOs, the amount of the payout, if any, under the Annual Bonus Plan is based on operational performance as well as individual performance. The Annual Bonus Plan gives considerable weight to achievement of key corporate and individual goals, while providing the Compensation Committee with the ability to exercise its best judgment in determining the overall level of achievement of such goals. Target Opportunities. The Compensation Committee determines the target cash incentive opportunity available to each NEO by taking the individual’s annual base salary in effect for the year and multiplying it by the individual’s target incentive percentage. Among other factors, the target incentive percentages are determined with reference to the peer group company percentages of salary for the respective positions and the proportion of total direct compensation represented by the annual cash incentive. For 2025, our NEOs had the following annual cash bonus targets:

  17. Annual Performance-Based Cash Bonus

    | NEO | 2025 Target Annual Bonus Opportunity as a % of Base Salary | | Michael Davidson, M.D. | 60% | | Ian Somaiya | 45% | | Louise Kooij | 40% | | John Kastelein, M.D., Ph.D. FESC | 40% | | Douglas Kling | 40% |

  18. Annual Performance-Based Cash Bonus

    Corporate Performance Goals. As a pre-commercial biopharmaceutical company, we do not have material revenue or profits at this stage, and our success is measured by achievement of research and development milestones and other key strategic and operational goals. These goals were reviewed and approved by the Compensation Committee (and the Board, with respect to our Chief Executive Officer) in February 2025 and then later revised by the Compensation Committee in August 2025 (and the Board, with respect to our Chief Executive Officer) solely to adjust the weighting of certain of the goals based on the Compensation Committee's view of the importance of such goals at the time. The Compensation Committee (and the Board, with respect to our Chief Executive Officer) approved the following corporate goals and weightings for 2025. While each area had specific goals, the goals themselves are not disclosed below due to commercial and business sensitivities: • Launch Readiness: goals that progress the work in regulatory, supply chain and commercial related to potential commercial launch in various markets (weighted 25%); • Clinical Development: goals that progress our product candidates with a particular focus on execution and quality for PREVAIL (weighted 25%); • Scientific Leadership: goals that position our product candidates as innovative in the therapeutic area (weighted 25%); • Financial Sustainability and Corporate Strategies: goals that advance long-term company growth (weighted 15%); and • Employee Experience and Engagement: goals that ensure a focus on employees and a positive work environment (weighted 10%). Corporate Performance Goals and Related Payouts. If we do not achieve an objective of corporate performance, there is no corresponding amount to be included in the payout related to that element. If we achieve the objective, the Compensation Committee will authorize a payout of the portion of the overall opportunity allocated to that element, and if we exceed the objective by achieving a stretch goal, the Compensation Committee may, in its discretion, authorize a higher payout, but the total payout will not exceed 200% of an executive’s overall target incentive. 2025 Achievement of Corporate Goals. In January 2026, the Compensation Committee (and the Board, with respect to our Chief Executive Officer) met to assess the Company’s performance against the corporate performance goals for 2025. While the Compensation Committee considered the Chief Executive Officer’s views regarding the Company’s 2025 performance, the Compensation Committee (and the Board, with respect to our Chief Executive Officer) made an independent determination regarding corporate performance, which included consideration of, among others, the key achievements set forth below. Based on this assessment, the Compensation Committee (and the Board, with respect to our Chief Executive Officer) determined that the overall corporate achievement level was 122.5%.

  19. Annual Performance-Based Cash Bonus

    | Launch Readiness: | Significant achievements in the supply chain, meeting both US and EMA standards. Filings for EMA approval submitted in summer of 2025 ahead of schedule. | | Clinical Development: | Quality metrics for PREVAIL trail exceeded goal. Leveraged enhanced data modeling capability for study projections. | | Scientific Leadership: | 35 abstracts presented, 7 published articles in top tier journals. In June and July 2025, announced positive data from the prespecified Alzheimer's disease biomarker analysis in the BROADWAY clinical trial and presented at the 2025 Alzheimer’s Association International Conference. | | Financial Sustainability / Corporate Strategies: | Year-end cash, cash equivalents and marketable securities balance of approximately $729 million favorable to budget. Expansion of worldwide patent portfolio. Execution of drug product supply agreement with Menarini. | | Employee Engagement: | Exceeded expectations with respect to limiting/eliminating voluntary turnover for the year. Exceeded targets for interview slates with employee referrals. |

  20. Annual Performance-Based Cash Bonus

    Individual Performance. In determining Annual Bonus Plan payouts, the Compensation Committee also evaluated the individual performance of our NEOs. The Compensation Committee views the inclusion of individual performance as an important component of the annual cash bonus plan because it motivates the NEOs for individual performance, even if overall corporate performance is lower. In assessing the individual performance of our NEOs, the Compensation Committee, with the input of our Chief Executive Officer for the other NEOs, considered each such officer’s individual contributions to the achievement of our 2025 goals, and the officer’s individual performance in helping to execute on our strategic and operating initiatives. Each non-Chief Executive Officer NEO is paid 75% of their bonus based upon the corporate achievement and 25% of their bonus based on individual contribution to goals. The Chief Executive Officer's bonus is based on corporate achievement alone. Overall Payouts. Based on the assessment described above, the Compensation Committee recommended, and the Board of Directors determined, that the Company’s corporate performance exceeded the 2025 goals. The Compensation Committee determined an overall 2025 performance level, as determined with reference to both corporate performance and individual performance. The amounts of the annual bonus awards for 2025 were determined as follows:

  21. Annual Performance-Based Cash Bonus

    | | | | Allocation of Bonus | | Actual Bonus Achievement | | | | NEO | Base Salary ($) | Target Annual Bonus (%) | Corporate Goals (%) | Individual Contribution (%) | Corporate Goals (%) | Individual Contribution (%) | Payout ($) | | Michael Davidson, M.D. | 646,152 | 60% | 100% | — | 122.5% | — | 474,922 | | Ian Somaiya | 486,720 | 45% | 75% | 25% | 122.5% | 125% | 269,673 | | Louise Kooij (1) | 452,217 | 40% | 75% | 25% | 122.5% | 120% | 220,455 | | John Kastelein, M.D., Ph.D. FESC (1) | 537,866 | 40% | 75% | 25% | 122.5% | 135% | 270,277 | | Douglas Kling | 519,967 | 40% | 75% | 25% | 122.5% | 125% | 256,084 |

  22. Annual Performance-Based Cash Bonus

    (1) The 2025 target incentive and payout amounts for Ms. Kooij and Dr. Kastelein have been converted from Euros to USD at an exchange rate of 1 Euro to $1.130 USD. Dr. Kastelein and Mr. Kling contributed heavily to the achievement of goals focused on scientific excellence and clinical operations, which exceeded expectations hence earning them above target bonus awards. Mr. Somaiya and Ms. Kooij contributed heavily to the achievement of goals related to financial sustainability which exceeded expectations hence earning them above target bonus awards.

  23. Equity-Based Incentive Awards

    Equity-Based Incentive Awards The third and largest component of the executive compensation program is long-term equity incentives. The Compensation Committee designed the long-term incentive opportunity for the NEOs to motivate and reward executive officers to achieve multiyear strategic goals and deliver sustained long-term value to shareholders, as well as attract and retain executive officers. We believe that equity awards provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our shareholders. Long-term equity incentives also promote retention because executive officers will only receive value if they remain employed by us over the required term. Grants to our NEOs and other employees are made at the discretion of the Compensation Committee and are generally made upon commencement of employment, promotion or annually during the first quarter of each year. We believe that our equity awards are an important compensation and retention tool for our executive officers, as well as for our other employees. Prior to 2025, we used share options as our primary equity vehicle because we believe that they are an effective means by which to align the long-term interests of our executive officers with those of our shareholders. Share options motivate stock price appreciation over the long term because they deliver value only if the stock price increases. The use of share options also can provide tax and other advantages to our executive officers relative to other forms of equity compensation. Commencing in 2025, we introduced RSUs as part of the annual grants to all employees. This decision was primarily based on keeping in line with the practices of our refreshed peer group. In determining the number of share options and RSUs to be granted to an NEO in 2025, the Compensation Committee (and the Board, with respect to our Chief Executive Officer) took into account both the range of the grant date fair values of awards granted to executive officers at the companies in the peer group and the range of grant size as a percent of the companies in the peer group. The annual equity-based incentive awards granted to our NEOs are set forth in the table below:

  24. Equity-Based Incentive Awards

    | NEO | Share Awards (#) | Share Awards ($)(1) | Share Options (#) | Share Options ($)(1) | | Michael Davidson, M.D. | 123,529 | 3,193,225 | 670,467 | 8,931,566 | | Ian Somaiya | 38,000 | 986,480 | 220,000 | 2,941,030 | | Louise Kooij | 15,000 | 389,400 | 80,000 | 1,069,465 | | John Kastelein, M.D., Ph.D. FESC | 34,000 | 882,640 | 200,000 | 2,673,664 | | Douglas Kling | 44,000 | 1,142,240 | 250,000 | 3,342,080 |

  25. Equity-Based Incentive Awards

    (1) The amounts reflect the grant date fair value of the equity-based incentive awards pursuant to ASC Topic 718. The exercise price of the share options awarded to our NEOs is equal to the closing price of our shares on the date of the grant, and all share options granted in 2025 had a ten-year term. The options are subject to time-based vesting, with 25% of the total number of shares underlying the award vesting on the one-year anniversary of the vesting start date and thereafter in equal monthly installments for 36 months, subject to the applicable NEO's continued service through each such vesting date. The RSUs are also subject to time-based vesting, with 1/3 of the total number of shares underlying the award vesting on one-year, two-year and three-year anniversary of the vesting start date, subject to the applicable NEO's continued service through each such vesting date.

  26. Earnout RSUs

    Earnout RSUs Pursuant to the terms of the Business Combination Agreement that we entered into in July 2022, we were required to issue Earnout RSUs to Participating Optionholders upon the achievement of a certain clinical development milestone. In March 2025, it was determined that the earnout milestone triggering event set forth in the Business Combination Agreement had occurred and, as a result, the Earnout RSUs were granted on March 26, 2025. Dr. Davidson received 38,394 Earnout RSUs with a total grant date fair value of $377,922, Ms. Kooij received 8,269 Earnout RSUs with a total grant date fair value of $81,395, Dr. Kastelein received 45,481 Earnout RSUs with a total grant date fair value of $447,684 and Mr. Kling received 16,539 Earnout RSUs with a total grant date fair value of $162,797. Mr. Somaiya was not a Participating Optionholder and therefore did not receive any Earnout RSUs. All of the Earnout RSUs granted to the above listed NEOs were fully vested as of the March 26, 2025 grant date. The fair value of the Earnout RSUs were determined in accordance with the Financial Accounting Standards Codification Topic 718 (“ASC 718”), whereby the grant date for valuation purposes was determined to be November 22, 2022.

  27. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements We have entered into employment agreements with all our NEOs that provide for at-will employment without any specific term. Each of the agreements sets forth the NEO’s severance benefits payable upon a qualifying termination of employment or change in control of the Company. The “Potential Payments Upon Termination or Change in Control” section below describes and quantifies the severance and other benefits potentially payable to the NEOs in further detail. These agreements provide for a combination of a cash severance payment, continued health benefits and acceleration of vesting on outstanding equity awards in specified circumstances. Acceleration of vesting is subject to a “double trigger” arrangement, meaning that vesting acceleration occurs only in the event of a change in control of the Company in connection with or followed by a termination of employment without cause by us, or with good reason by the NEO. Given the industry in which we participate and the range of strategic initiatives that we may explore, we believe reasonable and competitive severance and change-in-control payment and benefit arrangements are an essential element of our executive compensation package and assist us in recruiting and retaining a talented executive team. We also believe such payments and benefits are in the best interests of our shareholders because they incentivize senior executives to continue to strive to achieve shareholder value in connection with change-in-control situations, particularly where the possibility of a change-in-control and the related uncertainty may lead to the departure or distraction of senior executives to the detriment of our Company and our shareholders. We do not provide any excise tax gross ups in connection with severance paid upon termination without cause or relating to a change-in-control transaction. All change-in-control cash payments are structured to be on a “double-trigger” basis, requiring a termination without cause by us, or with good reason by the NEO, in connection with the change-in-control transaction.

  28. Equity Granting Practices

    Equity Granting Practices The Compensation Committee does not have a policy prohibiting the grant of share options, RSUs or other equity awards during periods in which there is material nonpublic information about our Company, including (1) outside a “trading window” established in connection with the public release of quarterly financial results, or (2) at any time during the four business days prior to, or the one business day following, the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, and has not timed the disclosure of material nonpublic information to affect the value of executive compensation. Equity awards may occasionally be awarded on an off-cycle basis, including to new hires. Pursuant to Item 402(x) of Regulation S-K under the Exchange Act, we are providing the following information regarding awards granted to NEO on the following dates: • Consistent with our historical timing on annual equity awards, we granted share options to the following NEO on January 6, 2025, which was four business days before the filing of a Current Report on Form 8-K with which the Company furnished a press release announcing the Company’s strategic priorities for the upcoming year.

  29. Equity Granting Practices

    | Name | Grant Date | Number of Securities Underlying the Award | Exercise Price of the Award ($/Sh) | Grant Date Fair Value of the Award | Percentage change in market price (1) | | Michael Davidson, M.D. | 01/06/2025 | 670,467 | $25.85 | $8,931,566 | (2.29)% |

  30. Equity Granting Practices

    (1) Indicates percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information.

  31. Summary Compensation Table

    Summary Compensation Table The following table sets forth information required under SEC rules concerning the compensation paid to our NEOs in respect of fiscal years ended December 31, 2025, 2024 and 2023.

  32. Summary Compensation Table

    | Name and Principal Position | Year | Salary (1) ($) | Bonus ($) | Stock Awards (2) ($) | Option Awards (2) ($) | Non-Equity Incentive Plan Compensation (3) ($) | All Other Compensation (4) ($) | Total ($) | | Michael Davidson, M.D. | 2025 | 646,152 | | 3,571,146 | 8,931,566 | 474,922 | 18,068 | 13,641,854 | | Chief Executive Officer | 2024 | 621,300 | | | 5,347,060 | 497,040 | 3,897 | 6,469,297 | | | 2023 | 569,000 | 313,000 | | 4,923,558 | | | 5,805,558 | | Ian Somaiya | 2025 | 486,720 | | 986,480 | 2,941,030 | 269,673 | 14,000 | 4,697,903 | | Chief Financial Officer | 2024 | 468,000 | | | 411,337 | 368,550 | 4,688 | 1,252,575 | | | 2023 | 90,576 | 40,000 | | 3,422,493 | | | 3,553,069 | | Louise Kooij | 2025 | 452,217 | | 470,795 | 1,069,465 | 220,455 | 22,747 | 2,235,679 | | Chief Accounting Officer | | | | | | | | | | John Kastelein, M.D., Ph.D. FESC | 2025 | 537,866 | | 1,330,324 | 2,673,664 | 270,277 | | 4,812,131 | | Chief Scientific Officer | 2024 | 486,046 | | | 2,570,852 | 327,031 | | 3,383,929 | | | 2023 | 459,346 | 218,412 | | 2,300,813 | | | 2,978,571 | | Douglas Kling | 2025 | 519,967 | | 1,305,037 | 3,342,080 | 256,084 | 14,000 | 5,437,168 | | Chief Operating Officer | 2024 | 499,968 | | | 1,664,729 | 399,974 | 13,800 | 2,578,471 |

  33. Summary Compensation Table

    (1) The U.S. dollar amounts reported for 2025 for Ms. Kooij and Dr. Kastelein were converted from EUR using the 2025 average exchange rate of $1.130 per EUR. (2) Represents the aggregate fair value of awards on the date they were granted in accordance with ASC 718. See the Notes to the Consolidated Financial Statements included herein for the assumptions used to calculate grant date fair value. (3) The amounts reported are comprised of amounts paid in respect of our annual performance-based cash bonus plan, as determined by the Compensation Committee. Payments pursuant to the plan are generally made early in the year following the year to which they relate. The U.S. dollar amounts reported for 2025 for Ms. Kooij and Dr. Kastelein were converted using the 2025 average exchange rate of $1.130 per EUR. For Dr. Davidson, the amounts reported in this column consist of $4,068 of fees Dr. Davidson received for service on the Board of Directors in 2025 and $14,000 of Company contributions under our 401(k) plan. For Mssrs. Somaiya and Kling the amounts consist of Company contributions under our 401(k) plan. For Ms. Kooij, the amount consists of the Company pension contribution. Dr. Davidson's fees for service on the Board and the Company pension contribution for Ms. Kooij was converted from EUR to U.S. dollars using the 2025 average exchange rate of $1.350 per EUR.

  34. Grants of Plan Based Awards

    Grants of Plan Based Awards The following table sets forth certain information regarding grants of plan-based awards to our NEOs during the year ended December 31, 2025:

  35. Grants of Plan Based Awards

    | | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Stock Awards: Securities Number of Shares of Stock or Units (#)(2) | Option Awards: Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | | Threshold ($) | Target ($) | Maximum ($) | | | | | | Michael Davidson, M.D. | 1/6/2025 | — | 387,691 | 775,382 | 123,529 | 670,467 | 25.85 | 12,124,790 | | | 3/26/2025 | — | — | — | 38,394 | — | — | 377,922 | | Ian Somaiya | 1/2/2025 | — | 219,024 | 438,048 | 38,000 | 220,000 | 25.96 | 3,927,510 | | Louise Kooij | 1/2/2025 | — | 180,887 | 361,774 | 15,000 | 80,000 | 25.96 | 1,458,865 | | | 3/26/2025 | — | — | — | 8,269 | — | — | 81,395 | | John Kastelein, M.D., Ph.D. FESC | 1/2/2025 | — | 215,147 | 430,293 | 34,000 | 200,000 | 25.96 | 3,556,304 | | | 3/26/2025 | — | — | — | 45,481 | — | — | 447,684 | | Douglas Kling | 1/2/2025 | — | 207,987 | 415,974 | 44,000 | 250,000 | 25.96 | 4,484,320 | | | 3/26/2025 | — | — | — | 16,539 | — | — | 162,797 |

  36. Grants of Plan Based Awards

    (1) The amounts disclosed in these columns reflect the threshold, target and maximum annual cash incentive opportunities of our NEOs. The amounts of the annual cash incentive opportunities are set based on a percentage of the base salary for the calendar year by each NEO. Below or at threshold performance results in 0% payout. See “Compensation Discussion and Analysis—Compensation Program Components—Annual Performance-Based Cash Bonus” for a detailed description of our annual cash incentive plan, including the criteria for determining the amounts payable. Actual annual cash incentive plan results are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. The maximum payout is 200% of target. (2) Amounts disclosed in this column reflect the number of shares underlying RSUs granted to our NEOs. In general, each RSU, other than the Earnout RSUs, has a three-year vesting period with one-third vesting on each one-year anniversary of the vesting start date. Each of the Earnout RSUs granted to NEOs were fully vested on the March 26, 2025 grant date. In accordance with ASC Topic 718, the grant date of the Earnout RSUs for the purposes of determining the fair value of the award was determined to be November 22, 2022. See the Notes to the Consolidated Financial Statements included herein for the assumptions used to calculate grant date fair value. Amounts disclosed in this column reflect the number of shares underlying share option awards granted to our NEOs. The exercise price of all share option grants to NEOs is equal to the closing price of our shares on the date of the grant, and all share options granted in 2025 have a ten-year term. The options are subject to time-based vesting, with 25% of the total number of shares underlying the award vesting on the first anniversary of the date of grant and thereafter in equal monthly installments for 36 months, subject to the applicable NEO's continued service through each such vesting date.

  37. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The table below reflects outstanding equity awards held by our NEOs as of December 31, 2025.

  38. Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards | | | | Share Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price | Option Expiration Date | Number of Seucurities Underlying Share Awards That Have Not Vested (#) | Market Value of Seucurities Underlying Share Awards That Have Not Vested ($) | | Michael Davidson, M.D. | 11/22/2022(1)(2) | 989,267 | | 1.21 | 7/6/2031 | | | | | 11/22/2022(2) | 1,881,265 | 559,273 | 10.00 | 11/22/2032 | | | | | 1/1/2023(2) | 744,835 | 276,650 | 10.90 | 1/1/2033 | | | | | 1/1/2024(2) | 498,311 | 541,628 | 11.17 | 1/1/2034 | | | | | 1/6/2025(2)(3) | | 670,467 | 25.85 | 1/6/2035 | 123,529 | 4,333,397 | | Ian Somaiya | 11/1/2023(2) | 384,827 | 377,987 | 9.26 | 11/1/2033 | | | | | 1/1/2024(2) | 38,333 | 41,667 | 11.17 | 1/1/2034 | | | | | 1/2/2025(2)(3) | | 220,000 | 25.96 | 1/2/2035 | 38,000 | 1,333,040 | | Louise Kooij | 11/22/2022(2) | 41,483 | 98,532 | 10.00 | 11/22/2032 | | | | | 1/1/2023(2) | 157,711 | 60,423 | 10.90 | 1/1/2033 | | | | | 5/18/2023(2) | 36,466 | 13,534 | 11.90 | 5/18/2033 | | | | | 1/1/2024(2) | 72,120 | 78,374 | 11.17 | 1/1/2034 | | | | | 1/2/2025(2)(3) | | 80,000 | 25.96 | 1/2/2035 | 15,000 | 526,200 | | John Kastelein, M.D., Ph.D. FESC | 11/22/2022(1)(2) | 820,229 | | 1.21 | 7/6/2031 | | | | | 11/22/2022(2) | 749,065 | 222,661 | 10.00 | 11/22/2032 | | | | | 1/1/2023(2) | 348,072 | 129,275 | 10.90 | 1/1/2033 | | | | | 1/1/2024(2) | 239,587 | 260,413 | 11.17 | 1/1/2034 | | | | | 1/2/2025(2)(3) | | 200,000 | 25.96 | 1/2/2035 | 34,000 | 1,192,720 | | Douglas Kling | 11/22/2022(1)(2) | 38,033 | | 1.21 | 7/6/2031 | | | | | 11/22/2022(2) | 220,944 | 151,885 | 10.00 | 11/22/2032 | | | | | 1/1/2023(2) | 90,390 | 72,312 | 10.90 | 1/1/2033 | | | | | 1/1/2023(3) | | 5,996 | 10.90 | 1/1/2033 | | | | | 1/1/2024(2) | 155,149 | 168,622 | 11.17 | 1/1/2034 | | | | | 1/2/2025(2)(3) | | 250,000 | 25.96 | 1/2/2035 | 44,000 | 1,543,520 |

  39. Outstanding Equity Awards at Fiscal Year-End Table

    (1) The exercise price of the option is Euro 1.16392 and has been converted into USD in the table above at a rate of $1.750 per Euro, which was the exchange rate as of December 31, 2025 as published by European Central Bank. (2) One-fourth of the shares subject to the option vested on the one-year anniversary of the vesting start date, and the remaining vest in 36 substantially equal monthly installments thereafter. (3) All shares subject to the option vest on the fourth anniversary of the vesting start date.

  40. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table sets forth information concerning options exercised by our NEOs during the fiscal year ended December 31, 2025. No stock awards held by our NEOs vested in 2025 other than the Earnout RSUs received by certain of our NEOs.

  41. Option Exercises and Stock Vested Table

    | | Option Awards | | Share Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#)(3) | Value Realized on Vesting ($)(4) | | Michael Davidson | — | — | 38,394 | 866,169 | | Ian Somaiya | 61,883 | 827,723 | — | — | | Louise Kooij | 463,073 | 9,576,082 | 8,269 | 186,549 | | John Kastelein, M.D., Ph.D. FESC | 150,000 | 3,196,231 | 45,481 | 1,026,051 | | Douglas Kling | 798,612 | 11,558,026 | 16,539 | 373,120 |

  42. Option Exercises and Stock Vested Table

    (1) The amounts shown in this column represent the number of shares underlying the stock options exercised during 2025. (2) The amounts shown in this column reflect the value realized upon exercise of stock options, as calculated based on the price of our shares on the exercise date less the exercise price, multiplied by the number of shares underlying the stock options exercised. The amounts shown in this column represent the number of RSUs vested during 2025. The amounts shown in this column reflect the value realized upon vesting of RSUs, as calculated based on the closing price of our shares on the vesting date, multiplied by the number of RSUs vested.

  43. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control We have entered into employment agreements with each of our NEOs. These agreements set forth the initial terms and conditions of each executive’s employment with us, including base salary, target annual bonus opportunity, standard employee benefit plan participation, and for all NEOs, severance benefits upon a qualifying termination of employment or change-in-control of the Company. On April 20, 2026, we and Louise Kooij agreed that her employment as our Chief Accounting Officer would end effective August 31, 2026, and on April 24, 2026, we and Ms. Kooij entered into a separation agreement (the “Kooij Separation Agreement”). Employment Agreement with Michael Davidson, M.D. We entered into an employment agreement with Dr. Davidson, our Chief Executive Officer, on January 25, 2023 (the “Davidson Agreement”). Pursuant to the Davidson Agreement, in the event Dr. Davidson’s employment is terminated by the Company without Cause (as defined in the Davidson Agreement) or by him for Good Reason (as defined in the Davidson Agreement), we would be required, subject to customary conditions, to pay Dr. Davidson, in addition to certain Accrued Obligations (as defined in the Davidson Agreement), an amount equal to 12 months of his base salary, any bonus earned or payable and a pro-rated bonus for the calendar year in which the termination occurred, and premium reimbursement equal to the monthly employer contribution that the Company would have made to provide health coverage under the Consolidated Omnibus Budget Reconciliation Act for a maximum of 12 months (“COBRA Premium Reimbursement”). Dr. Davidson will receive only the Accrued Obligations and not be eligible for further compensation if his employment ends for reasons other than termination by the Company without Cause or termination by him for Good Reason. In the event Dr. Davidson’s employment is terminated by the Company without Cause at the request of a third party within three months prior to a Change in Control (as defined in the Davidson Agreement) or in the event Dr. Davidson’s employment is terminated by the Company without Cause or by Dr. Davidson for Good Reason during the 12 months following such Change in Control, Dr. Davidson will be entitled to receive the severance payments and benefits described above, subject to the same customary conditions. In addition, all of Dr. Davidson’s time-based stock options and equity awards will accelerate, becoming fully exercisable and nonforfeitable as of the termination date and the exercise period for certain vested options will be extended. Dr. Davidson is entitled to a base salary and annual performance bonus in cash targeted at 60% of his base salary in fiscal year 2026, at our discretion and subject to Dr. Davidson's continued employment through the payment date of such bonus. Dr. Davidson is eligible to participate in our equity incentive plans, including the Company’s LTIP, and other employee benefits and insurance programs generally made available to our full-time U.S.-based executives. Dr. Davidson is also party to a Confidentiality and Assignment of Inventions Agreement, which includes certain customary non-competition, non-solicitation, confidentiality and assignment of inventions obligations in favor of the Company. Employment Agreement with Ian Somaiya We entered into an employment agreement with Mr. Somaiya, our Chief Financial Officer, dated October 6, 2023 (the “Somaiya Agreement”). Pursuant to the Somaiya Agreement, in the event Mr. Somaiya’s employment is terminated by the Company without Cause (as defined in the Somaiya Agreement) or by Mr. Somaiya for Good Reason (as defined in the Somaiya Agreement), we would be required, subject to customary conditions, to pay Mr. Somaiya, in addition to certain Accrued Obligations (as defined in the Somaiya Agreement), an amount equal to 12 months of his base salary, any bonus earned or payable and a prorated bonus for the calendar year in which the termination occurred, and COBRA Premium Reimbursement. Mr. Somaiya will receive only the Accrued Obligations and not be eligible for further compensation if his employment ends for reasons other than termination by the Company without Cause or termination by him for Good Reason. In the event Mr. Somaiya’s employment is terminated by the Company without Cause at the request of a third party within three months prior to a Change in Control (as defined in the Somaiya Agreement) or in the event Mr. Somaiya’s employment is terminated by the Company without Cause or by him for Good Reason during the 12 months following such Change in Control, Mr. Somaiya will be entitled to receive the severance payments and benefits described above, subject to the same customary conditions. In addition, all of Mr. Somaiya’s time-based stock options and equity awards will accelerate, becoming fully exercisable and nonforfeitable as of the termination date and the exercise period for certain vested options will be extended. Mr. Somaiya is entitled to a base salary and annual performance bonus in cash targeted at 45% of his base salary in fiscal year 2026, at our discretion and subject to Mr. Somaiya's continued employment through the payment date of such bonus. Mr. Somaiya is eligible to participate in our equity incentive plans, including the Company’s LTIP, and other employee benefits and insurance programs generally made available to our full-time U.S.-based executives. Mr. Somaiya is also party to a Confidentiality and Assignment of Inventions Agreement, which includes certain customary non-competition, non-solicitation, confidentiality and assignment of inventions obligations in favor of the Company. Employment Agreement & Separation Agreement with Louise Kooij We entered into an employment agreement with Ms. Kooij, our Chief Accounting Officer, dated July 1, 2025 (the “Kooij Agreement”), and on April 24, 2026, we entered into the Kooij Separation Agreement. Ms. Kooij is also party to a Confidentiality and Assignment of Inventions Agreement, which includes certain customary non-competition, non-solicitation, confidentiality and assignment of inventions obligations in favor of the Company. Pursuant to the Kooij Agreement, in the event Ms. Kooij’s employment was terminated by the Company without Cause (as defined in the Kooij Agreement), we would have been required to pay Ms. Kooij a termination fee equal to 12 months of her base salary, any short-term incentive (“STI”) earned or otherwise payable with respect to the calendar year ended prior to the termination of the Kooij Agreement and a prorated STI for the calendar year of the termination of the Kooij Agreement. In the event Ms. Kooij’s employment was terminated by the Company without Cause at the request of a third party within three months prior to a Change in Control (as defined in the Kooij Agreement) or in the event Ms. Kooij’s employment was terminated by the Company without Cause or by Ms. Kooij for Good Reason during the 12 months following such Change in Control, Ms. Kooij would have been entitled to receive the severance payments and benefits described above. In addition, all of Ms. Kooij’s time-based stock options and equity awards would have accelerated, becoming fully exercisable and nonforfeitable as of the termination date, and the exercise period for certain vested options would have been extended.

  44. Potential Payments Upon Termination or Change-in-Control

    Pursuant to the Kooij Separation Agreement, following the end of her employment on August 31, 2026 (the “Kooij Separation Date”), Ms. Kooij is eligible to receive payment of (i) a lump sum equal to twelve months of her base salary as currently in effect, (ii) a pro-rated 2026 annual cash bonus, which payment is representative of target achievement of Ms. Kooij’s annual bonus through the Separation Date; and (iii) any accrued but unused holiday and vacation days as of the Separation Date, in accordance with Dutch law. In addition, pursuant to the Kooij Separation Agreement, we agreed (i) to extend the vesting of Ms. Kooij’s outstanding stock options and RSU awards through January 10, 2027, and (ii) that the exercise period for each vested stock option held by Ms. Kooij will expire on February 10, 2027. The Kooij Separation Agreement contains restrictive covenants, including confidentiality, non-compete and non-disparagement covenants, and a release of claims. Ms. Kooij is currently entitled to a base salary and annual performance bonus in cash targeted at 45% of her base salary in fiscal year 2026. Prior to the Kooij Separation Date, Ms. Kooij is eligible to participate in our equity incentive plans, including the Company’s LTIP, and other employee benefits generally made available to our full-time Netherlands-based executives. Employment Agreement with John Kastelein, M.D., Ph.D. FESC We entered into an employment agreement with Dr. Kastelein, our Chief Scientific Officer, dated July 1, 2025 (the “Kastelein Agreement”). Pursuant to the Kastelein Agreement, in the event Dr. Kastelein’s employment is terminated by the Company without Cause (as defined in the Kastelein Agreement), we would be required to pay Dr. Kastelein a termination fee equal to 12 months of his base salary, STI earned or otherwise payable with respect to the calendar year ended prior to the termination of the Kastelein Agreement and a prorated STI for the calendar year of the termination of the Kastelein Agreement. In the event Dr. Kastelein’s employment is terminated by the Company without Cause at the request of a third party within three months prior to a Change in Control (as defined in the Kastelein Agreement) or in the event Dr. Kastelein’s employment is terminated by the Company without Cause or by Dr. Kastelein for Good Reason during the 12 months following such Change in Control, Dr. Kastelein will be entitled to receive the severance payments and benefits described above. In addition, all of Dr. Kastelein’s time-based stock options and equity awards will accelerate, becoming fully exercisable and nonforfeitable as of the termination date and the exercise period for certain vested options will be extended. Dr. Kastelein is entitled to a base salary and annual performance bonus in cash targeted at 45% of his base salary for fiscal year 2026, at our discretion and subject to Dr. Kastelein's continued employment through the payment date of such bonus. Dr. Kastelein is eligible to participate in our equity incentive plans, including the Company’s LTIP, and other employee benefits generally made available to our full-time Netherlands-based executives. Dr. Kastelein is also party to a Confidentiality and Assignment of Inventions Agreement, which includes certain customary non-competition, non-solicitation, confidentiality and assignment of inventions obligations in favor of the Company. Employment Agreement with Douglas Kling We entered into an employment agreement with Mr. Kling, our Chief Operating Officer, dated January 24, 2023 (the “Kling Agreement”). Pursuant to the Kling Agreement, in the event Mr. Kling’s employment is terminated by the Company without Cause (as defined in the Kling Agreement) or by him for Good Reason (as defined in the Kling Agreement), we would be required, subject to customary conditions, to pay Mr. Kling, in addition to certain Accrued Obligations (as defined in the Kling Agreement), an amount equal to 12 months of his base salary, any bonus earned or payable and a prorated bonus for the calendar year in which the termination occurred, and COBRA Premium Reimbursement. Mr. Kling will receive only the Accrued Obligations and not be eligible for further compensation if his employment ends for reasons other than termination by the Company without Cause or termination by him for Good Reason. In the event Mr. Kling’s employment is terminated by the Company without Cause at the request of a third party within three months prior to a Change in Control (as defined in the Kling Agreement) or in the event Mr. Kling’s employment is terminated by the Company without Cause or by Mr. Kling for Good Reason during the 12 months following such Change in Control, Mr. Kling will be entitled to receive the severance payments and benefits described above, subject to the same customary conditions. In addition, all of Mr. Kling’s time-based stock options and equity awards will accelerate, becoming fully exercisable and nonforfeitable as of the termination date and the exercise period for certain vested options will be extended. Mr. Kling is entitled to a base salary and annual performance bonus in cash targeted at 45% of his base salary for fiscal year 2026, at our discretion and subject to Mr. Kling's continued employment through the payment date of such bonus. Mr. Kling is eligible to participate in our equity incentive plans, including the Company’s LTIP, and other employee benefits and insurance programs generally made available to our full-time U.S.-based executives. Mr. Kling is also party to a Confidentiality and Assignment of Inventions Agreement, which includes certain customary non-competition, non-solicitation, confidentiality and assignment of inventions obligations in favor of the Company. The table below provides the potential payments and benefits to which our NEOs would be (or would have been, in the case of Ms. Kooij) entitled, assuming their employment was terminated as of December 31, 2025, including in connection with a change in control, based on the termination benefits in effect as of December 31, 2025. In the case of Ms. Kooij, the table below does not reflect the amounts to which Ms. Kooij is actually entitled pursuant to the Kooij Separation Agreement, which we entered into with Ms. Kooij subsequent to December 31, 2025.

  45. Potential Payments Upon Termination or Change-in-Control

    | Name | Compensation Component | Involuntary or Good Reason Termination without a Change-in-Control ($) | Involuntary or Good Reason Termination in Connection with a Change-in-Control ($) | | Michael Davidson, M.D.(1) | Cash Severance | 646,152 | 646,152 | | | Long-term Incentives | — | 44,188,097 | | | Benefits and Perquisites | 26,606 | 26,606 | | | Total: | 672,758 | 44,860,855 | | Ian Somaiya(1) | Cash Severance | 486,721 | 486,721 | | | Long-term Incentives | — | 14,095,322 | | | Benefits and Perquisites | 39,543 | 39,543 | | | Total: | 526,265 | 14,621,587 | | Louise Kooij(1) | Cash Severance | 452,218 | 452,218 | | | Long-term Incentives | — | 7,375,651 | | | Benefits and Perquisites | — | — | | | Total: | 452,218 | 7,827,869 | | John Kastelein, M.D., Ph.D. FESC(1) | Cash Severance | 537,868 | 537,868 | | | Long-term Incentives | — | 45,598,317 | | | Benefits and Perquisites | — | — | | | Total: | 537,868 | 46,136,185 | | Douglas Kling(1) | Cash Severance | 519,968 | 519,968 | | | Long-term Incentives | — | 13,558,035 | | | Benefits and Perquisites | 39,543 | 39,543 | | | Total: | 559,512 | 14,117,547 |

  46. Potential Payments Upon Termination or Change-in-Control

    Under the employment agreements between us and Dr. Davidson, Mr. Somaiya, Ms. Kooij, Mr. Kastelein and Mr. Kling, respectively, if their employment is terminated by us without Cause or by them for Good Reason, we would be obligated to pay them a severance amount equal to 12 months of their base salary, any bonus earned or payable and a prorated bonus for the calendar year in which the termination occurred, and premium reimbursement equal to the monthly employer contribution that we would have made to provide health coverage under the Consolidated Omnibus Budget Reconciliation Act for a maximum of 12 months. If their employment is terminated by us without Cause or by them for Good Reason (if termination is requested by a third party) within three months prior to a Change-in-Control or during the 12 months following such Change-in-Control, they will be entitled to receive the severance payments and benefits described above. In addition, all of their time-based stock options and equity awards will accelerate, becoming fully exercisable and nonforfeitable as of the termination date and the exercise period for certain vested options will be extended.

  47. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees and the annual total compensation of Dr. Davidson, our Chief Executive Officer. As permitted by Item 402(u) of Regulation S-K, we may identify the median employee once every three years unless there has been a change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change in pay ratio disclosure. The pay ratio included in this section is calculated in a manner consistent with Item 402(u) of Regulation S-K. • For 2025, the median of the annual total compensation of all employees (other than Dr. Davidson) was determined to be $704,848. • For 2025, the annual total compensation of Dr. Davidson, as reported in the Summary Compensation Table, was $13,641,854. Based on this information, the ratio of the median of the annual total compensation of all employees (other than Dr. Davidson) to the annual total compensation of Dr. Davidson was 1 to 19.35. To identify the median of the annual total compensation of all of our employees (other than Dr. Davidson), as well as to determine the annual total compensation of our median employee, we took the following steps: 1. We determined that, as of December 31, 2025, our employee population, excluding Dr. Davidson, consisted of approximately 99 individuals. This population consisted of our full-time and part-time employees and, as permitted by SEC rules, excluded independent contractors or similar non-employee workers during 2025. We did not exclude any non-US employees from these calculations. To identify the “median employee” from our employee population, we compared the sum of each employee’s wages, aggregate fair value of equity awards, and target cash bonus for 2025. In doing so, we annualized the salary and target cash bonus of all permanent employees who were hired in 2025 but did not work for us the entire fiscal year. The grant date fair value of option and restricted share unit awards granted during 2025 was calculated using the Black-Scholes valuation model pursuant to the assumptions described in Note 10, “Share-Based Compensation” of the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. We did not make any cost-of-living adjustments in identifying the median employee. After identifying the median employee, we calculated annual total compensation for the employee using the same methodology we use for our NEOs, as set forth in the Summary Compensation Table. This process resulted in a median employee with annual total compensation of $704,848 for 2025. The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratios reported by other companies may not be comparable to our pay ratio, reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  48. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding the relationship between Company performance and the “compensation actually paid” to our principal executive officer (“PEO”) and other NEOs (the “Non-PEO NEOs”) for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  49. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment based on: (3) | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) | TSR ($) | Peer Group TSR ($) | Net Income ($ Millions) | | 2025 | 13,641,854 | 30,500,720 | 4,295,720 | 9,344,128 | 321.83 | 135.46 | (203) | | 2024 | 6,469,297 | 49,549,373 | 2,588,362 | 13,170,066 | 235.78 | 104.00 | (242) | | 2023 | 5,805,558 | 4,717,541 | 3,265,820 | 3,318,816 | 102.48 | 104.59 | (177) |

  50. Pay Versus Performance

    1. Michael Davidson, M.D. was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  51. Pay Versus Performance

    | 2023 | 2024 | 2025 | | Ian Somaiya | Ian Somaiya | Ian Somaiya | | John Kastelein, M.D., Ph.D. FESC | John Kastelein, M.D., Ph.D. FESC | John Kastelein, M.D., Ph.D. FESC | | | Juliette Audet | Douglas Kling | | | Douglas Kling | Louise Kooij |

  52. Pay Versus Performance

    2. Calculated in accordance with Item 402(v) of Regulation S-K and does not reflect compensation realized by the Company’s NEOs in either of the years presented. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs from the Summary Compensation Table as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718.

  53. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2025 | 13,641,854 | (12,502,712) | 29,361,578 | 30,500,720 | | 2024 | 6,469,297 | (5,347,060) | 48,427,136 | 49,549,373 | | 2023 | 5,805,558 | (4,923,558) | 3,835,541 | 4,717,541 |

  54. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 4,295,720 | (3,529,719) | 8,578,126 | 9,344,128 | | 2024 | 2,588,362 | (1,812,416) | 12,394,121 | 13,170,066 | | 2023 | 3,265,820 | (2,861,653) | 2,914,648 | 3,318,816 |

  55. Pay Versus Performance

    Amounts in the columns entitled “Exclusion of Stock Awards for PEO” and “Average Exclusion of Stock Awards for Non-PEO NEOs” are the totals from the “Option Awards” column of the Summary Compensation Table. Amounts in the columns entitled “Inclusion of Equity Values for PEO” and “Average Inclusion of Equity Values for Non-PEO NEOs” in the tables above were calculated as follows:

  56. Pay Versus Performance

    | Year | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted During Year for PEO ($) | Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted and Vested During Year for PEO ($) | Fair Value from Prior Year-End to Vesting Date of Unvested Equity Awards Granted in Prior Year that Vested During Year for PEO ($) | Year-End Fair Value of Equity Awards that Failed to Meet Vesting Conditions During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected for PEO ($) | Total Equity Award Adjustments for PEO ($) | | 2025 | 17,685,429 | 11,683,445 | 898,804 | (906,099) | — | — | 29,361,578 | | 2024 | 18,036,059 | 22,714,096 | — | 7,676,981 | — | — | 48,427,136 | | 2023 | 4,060,090 | (403,427) | — | 178,878 | — | — | 3,835,541 |

  57. Pay Versus Performance

    | Year | Average Year-End Fair Value of Outstanding and Unvested Equity Awards Granted During Year for Non-PEO NEOs ($) | Average Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted and Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Prior Year-End to Vesting Date of Unvested Equity Awards Granted in Prior Year that Vested During Year for Non-PEO NEOs ($) | Average Year-End Fair Value of Equity Awards that Failed to Meet Vesting Conditions During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected for Non-PEO NEOs ($) | Total Average Equity Award Adjustments for Non-PEO NEOs ($) | | 2025 | 4,472,809 | 3,953,433 | 411,366 | (259,482) | — | — | 8,578,126 | | 2024 | 4,683,173 | 6,005,580 | — | 1,705,368 | — | — | 12,394,121 | | 2023 | 3,005,046 | (88,047) | — | (2,351) | — | — | 2,914,648 |

  58. Pay Versus Performance

    3. The Peer Group Total Shareholder Return (“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 the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2022, 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. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the last three years for the Company and the Nasdaq Biotechnology Index, our selected peer group. 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 PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the last three years.

  59. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Board of Directors and the Compensation Committee determine the compensation of individual directors in accordance with our compensation policy to the extent applicable. All non-employee directors are paid an annual retainer of $43,000. Non-employee directors may receive further compensation ranging from $5,000 to $20,000 for serving as chair or member of committees (i.e., Audit Committee or Compensation Committee) or as chairperson of the Board of Directors. We have also granted, and expect to continue granting, our non-employee directors who are not affiliated with our significant shareholders, share options and RSU awards as compensation for their service on the Board of Directors.

  60. Director Compensation Table

    Director Compensation Table The following table sets forth information regarding the compensation earned for service on the Board of Directors by our non-employee directors during the year ended December 31, 2025. In addition, we reimburse members of the Board of Directors for reasonable travel and out-of-pocket expenses incurred in connection with attending Board of Directors and committee meetings.

  61. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Non-Employee Directors | | | | | | | William H. Lewis, J.D., M.B.A. | 90,500 | 179,916 | 423,505 | — | 693,921 | | Mark C. McKenna | 60,500 | 179,916 | 423,505 | — | 663,921 | | Nicholas Downing, M.D. (2) | 40,000 | — | — | — | 40,000 | | Adele Gulfo (2) | 32,250 | 174,412 | 413,357 | — | 620,019 | | Wouter Joustra | 43,000 | — | — | — | 43,000 | | Louis Lange, M.D., Ph.D. | 70,500 | 179,916 | 423,505 | — | 673,921 | | John W. Smither | 73,000 | 179,916 | 423,505 | — | 676,421 | | James N. Topper, M.D., Ph.D. | 43,000 | — | — | — | 43,000 | | Janneke van der Kamp | 48,000 | 179,916 | 423,505 | — | 651,421 |

  62. Director Compensation Table

    (1) The amounts reported in these columns reflect the aggregate grant date fair value of the stock and option awards granted to our directors as computed in accordance with ASC 718. See Note 8 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for a discussion of assumptions made by us in determining the aggregate grant date fair value of our stock awards and option awards. Note that the amounts reported in these columns do not reflect the actual economic value that may be realized by the directors. (2) Adele Gulfo joined the Board of Directors effective April 17, 2025. Nicholas Downing, M.D. resigned as members of the Board of Directors effective November 5, 2025. The following table provides information regarding the aggregate number of shares underlying option awards granted to our non-employee directors that were outstanding as of December 31, 2025:

  63. Director Compensation Table

    | Name | Option Awards (#) | | William H. Lewis, J.D., M.B.A. | 132,500 | | Mark C. McKenna | 105,000 | | Adele Gulfo | 50,700 | | Louis Lange, M.D., Ph.D. | 270,269 | | John W. Smither | 61,100 | | Janneke van der Kamp | 60,500 |