DEF 14A of uniQure N.V., Apr 24, 2024

DEF 14A of uniQure N.V.

Filed Apr 24, 2024 · FY20230001558370-24-005525

Open on EDGAR

  1. Nominees for Reappointment

    Nominees for Reappointment The Board has nominated each of Rachelle Jacques and David Meek for reappointment to the Board, each to serve as a non-executive director until the 2027 annual general meeting of shareholders or until his or her death, resignation, suspension, or dismissal. Each of Rachelle Jacques and David Meek have consented to being named in this Proxy Statement and to continue to serve, if appointed, as a member of the Board. The name, position with the Company and age as of the Record Date of each individual who is our nominee for reappointment as a director is:

  2. Nominees for Reappointment

    | Name | Age | Position | Director since | | Rachelle Jacques | 52 | Non-Executive Director | 2021 | | David Meek | 60 | Non-Executive Director | 2018 |

  3. Nominees for Reappointment

    RACHELLE JACQUES has served as a member of our Board since October 2021. Ms. Jacques has more than 25 years of industry experience, with strong global experience in strategic, cross-functional leadership roles spanning finance, business operations, manufacturing and commercial, including the successful launches of several novel therapies for rare diseases. Ms. Jacques currently serves as President and Chief Executive Officer of Akari Therapeutics, Inc. a late-stage biopharmaceutical company focused on innovative therapeutics to treat orphan autoimmune and inflammatory diseases, a position which she has held since her appointment in March 2022. From February 2019 to March 2022, Ms. Jacques has served as the Chief Executive Officer of Enzyvant Therapeutics, Inc. focusing on the development of transformative regenerative therapies for rare diseases. From August 2017 to February 2019, she served as Senior Vice President and Global Complement Franchise Head at Alexion Pharmaceuticals, Inc. where she was responsible for global franchise strategy development and execution across the therapeutic areas of hematology, nephrology, and neurology. From January 2016 to June 2017, she served as Vice President of U.S. Hematology Marketing at Baxalta Incorporated and then Shire plc, following Shire’s acquisition of Baxalta in 2016. From July 2015 to June 2016, Ms. Jacques served as Vice President of Business Operations at Baxalta after its spinoff from Baxter International. Ms. Jacques held multiple leadership positions at Baxter, including Vice President of Finance, U.S. BioScience Business. Earlier in her career, Ms. Jacques served in various roles at Dow Corning Corporation, including operational management positions in the U.S., Europe, and China. Ms. Jacques received her B.A. in business administration from Alma College. Earlier in her career Ms. Jacques served as a financial auditor for Ernst & Young and Deloitte & Touche. Ms. Jacques has served on the board of directors of Corbus Pharmaceuticals (Nasdaq: CRBP) since April 2019 and previously served on the board of directors of Viela Bio from April 2020 to February 2021. She is a founding member of the Alliance for Regenerative Medicine (ARM) Action for Equality Task Force, and is a member of the board of trustees of Alma College. We believe Ms. Jacques is qualified to serve as a Non-Executive Director due to her extensive experience in the biotechnology industry. DAVID MEEK has served as a member of our Board since June 2018 and as Chair of our Board since June 2021. Mr. Meek has more than 30 years of experience in the biopharmaceutical industry in which he has held various global executive positions in major pharmaceutical and biotechnology companies. Mr. Meek served as Chief Executive Officer and Director of Mirati Therapeutics, Inc. (Nasdaq: MRTX), a publicly traded commercial-stage oncology company, from September 2021 to August 2023. Mirati has since been acquired by Bristol Myers Squibb. From January 2020 to March 2021, Mr. Meek served as President, Chief Executive Officer and Director of FerGene, Inc., a biotechnology company focused on gene therapies for the treatment of cancer. From July 2016 to January 2020, Mr. Meek served as Chief Executive Officer and Director of Ipsen, a publicly traded global biopharmaceutical company based in France. Prior to joining Ipsen, Mr. Meek held executive leadership roles including serving as Executive Vice President and President of Oncology at Baxalta Incorporated from 2014 to 2016 leading up to its acquisition by Shire, and serving as Chief Commercial Officer of Endocyte, Inc. from 2012 to 2014. He also served in executive leadership roles at Novartis Pharmaceuticals Corporation and Novartis Oncology from 2005 to 2012, after beginning his career at Johnson & Johnson, Inc. and Janssen Pharmaceuticals, Inc. from 1989 to 2004. Mr. Meek has served as a non-executive director of Fusion Pharmaceuticals Inc. (Nasdaq: FUSN), a radiopharmaceuticals biotechnology company, since October 2023. Mr. Meek served on the boards of Pharmaceutical Research & Manufacturers of America and European Federation of Pharmaceutical Industries & Associations. He also previously served on the board of directors of Entasis Therapeutics Inc. from June 2019 to July 2022 (acquired by Innoviva, Inc.). Mr. Meek holds a B.A. from the University of Cincinnati. We believe Mr. Meek is qualified to serve as a Non-Executive Director due to his extensive experience in the biotechnology industry.

  4. Directors and Senior Management

    Directors and Senior Management Set forth below are the names of our current directors and current members of senior management, their ages (as of March 31, 2024), all positions and offices that they hold with us, the period during which they have served as such, and their business experience during at least the last five years.

  5. Directors and Senior Management

    | Name | Age | Position | | Matthew Kapusta | 51 | Chief Executive Officer, Executive Director | | David Meek | 60 | Non-Executive Director | | Madhavan Balachandran | 73 | Non-Executive Director | | Robert Gut, M.D., Ph.D. | 59 | Non-Executive Director | | Rachelle Jacques | 52 | Non-Executive Director | | Jack Kaye | 80 | Non-Executive Director | | Leonard Post, Ph.D. | 71 | Non-Executive Director | | Paula Soteropoulos | 56 | Non-Executive Director | | Jeremy Springhorn, Ph.D. | 61 | Non-Executive Director | | Pierre Caloz | 52 | Chief Operations Officer | | Christian Klemt | 51 | Chief Financial Officer | | Richard Porter | 56 | Chief Business and Scientific Officer | | Jeannette Potts | 62 | Chief Legal and Compliance Officer |

  6. Directors and Senior Management

    The table below provides certain highlights of the composition of our board of directors and nominees as of March 31, 2024. Each of the categories listed in the table below has the meaning as it is used in Nasdaq Rule 5605(f). To see our board diversity matrix from our previous year, please see our definitive proxy statement filed with the SEC on April 28, 2023.

  7. Directors and Senior Management

    | Board Diversity Matrix (As of March 31, 2024) Diversity Self-Identification | | | | | | Total Number of Directors | 9 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 2 | 7 | 0 | 0 | | Part II: Demographic Background | | | | | | African American or Black | 0 | 0 | 0 | 0 | | Alaskan Native or Native American | 0 | 0 | 0 | 0 | | Asian | 0 | 1 | 0 | 0 | | Hispanic or Latinx | 0 | 0 | 0 | 0 | | Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | | White | 2 | 6 | 0 | 0 | | Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | | LGBTQ+ | | | 0 | | | Did Not Disclose Demographic Background | | | 0 | |

  8. Directors and Senior Management

    See “Proposals Nos. 3 & 4 – Board Appointment” for biographical information of our non-executive director nominees and director not standing for re-election at the 2024 Annual Meeting. MATTHEW KAPUSTA has been Chief Executive Officer of uniQure since December 2016, and currently serves on our Board. Mr. Kapusta also served as our Chief Financial Officer from January 2015 until June 2021. Prior to joining uniQure, Mr. Kapusta held executive roles at AngioDynamics (Nasdaq: ANGO) from 2011 to 2015 and Smith & Nephew (NYSE: SNN) from 2009 to 2011. Mr. Kapusta’s career also includes more than a decade of investment banking experience focused on emerging life-sciences companies. Mr. Kapusta was Managing Director, Healthcare Investment Banking at Collins Stewart, and held various positions at Wells Fargo Securities, Robertson Stephens, and PaineWebber. Mr. Kapusta holds an MBA from New York University’s Stern School of Business, a B.B.A. from University of Michigan’s Ross School of Business and earned his C.P.A license while at Ernst & Young. Mr. Kapusta has served as a director of Decibel Therapeutics (Nasdaq: DBTX) since March 2023. We believe that Mr. Kapusta is qualified to serve as our Chief Executive Officer and as an Executive Director due to his broad expertise in the life science and finance industries. MADHAVAN BALACHANDRAN has served as a member of our Board since September 2017. Mr. Balachandran served as a director of Catalent, Inc. (NYSE: CTLT) from May 2017 to January 2024. Mr. Balachandran was Executive Vice President, Operations of Amgen Inc., a global biotechnology company, from August 2012 until July 2016 and retired as an Executive Vice President in January 2017. Mr. Balachandran joined Amgen in 1997 as Associate Director, Engineering. He became Director, Engineering in 1998, and, from 1999 to 2001, he held the position of Senior Director, Engineering and Operations Services before moving to the position of Vice President, Information Systems from 2001 to 2002. Thereafter, Mr. Balachandran was Vice President, Puerto Rico Operations from May 2002 to February 2007. From February 2007 to October 2007, Mr. Balachandran was Vice President, Site Operations, and from October 2007 to August 2012, he held the position of Senior Vice President, Manufacturing. Prior to his tenure at Amgen, Mr. Balachandran held leadership positions at Copley Pharmaceuticals, now a part of Teva Pharmaceuticals Industries Ltd., and Burroughs Wellcome Company, a predecessor before mergers of GlaxoSmithKline plc. Mr. Balachandran holds a Master of Science degree in Chemical Engineering from The State University of New York at Buffalo, a Bachelor’s degree in Chemical Engineering from the Indian Institute of Technology, Bombay, and an MBA from East Carolina University. We believe Mr. Balachandran is qualified to serve as a Non-Executive Director due to his extensive experience in the biotechnology industry. ROBERT GUT, M.D., Ph.D. was elected to his current term as a Non-Executive Director in June 2022. Dr. Gut first joined our Board in June 2018 and previously served as both a Non-Executive and an Executive Director. He also served as our Chief Medical Officer from August 2018 until October 2020. As our Chief Medical Officer, Dr. Gut led clinical development, clinical operation, and medical team activities that successfully initiated and executed our HOPE-B pivotal trial of etranacogene dezaparvovec for hemophilia B and our Phase 1/2 clinical trial of AMT 130 for the treatment of Huntington’s disease. In October 2020, he resigned as Chief Medical Officer and as Executive Director (because under Dutch law, our Executive Directors must hold an executive position with the Company). In December 2020, he was reappointed to the Board as a Non-Executive Director. Dr. Gut has more than 25 years of experience in the biopharmaceutical industry-leading, clinical development, and medical affairs activities in rare disorders and other therapeutic areas. For most of his career, Dr. Gut worked at Novo Nordisk Inc. (NYSE: NVO), where he headed the company’s U.S. Biopharm Medical organization with leading products in hemophilia, endocrinology, and women’s health (NovoSeven®, Norditropin®, and Vagifem®), totaling approximately $1.6 billion in U.S. revenue. Over his career, Dr. Gut has worked on many INDs and BLAs submissions, early-stage and late-stage drug development. He helped to achieve 11 different FDA and EMA approvals and the successful launches of those products overseeing medical activities, including medical science liaisons and health economics and outcomes teams building. He has also served for the FDA’s Center for Drug Evaluation and Research as a member of the Advisory Committees for Reproductive Health Drugs and Drug Safety and Risk Management. Dr. Gut was the Chief Medical Officer of Versartis, Inc. in 2017. He received his Doctor of Medicine degree from the Medical University of Lublin and his Doctorate from the Lublin Institute of Medicine, Poland. He attended numerous postgraduate programs at Wharton, Stanford, and Harvard Business School. We believe Dr. Gut is qualified to serve as a Non-Executive Director due to his extensive experience in the biotechnology industry. JACK KAYE has served as a member of our Board since 2016. Mr. Kaye serves as Chair of our Audit Committee and as a member of our Compensation Committee. Mr. Kaye has served on the board of directors of Dyadic International, Inc. (OTC: DYAI) since February 2015, and on the board of directors of TDA Industries, Inc., a private company, since February 2024. At Dyadic, Mr. Kaye serves as Chair of the company’s audit committee and as a member of the compensation committee. He has also served as Chairman of the audit committee of Keryx Biopharmaceuticals, Inc. (Nasdaq: KERX) from 2006 to 2016. Mr. Kaye was a partner at Deloitte LLP from 1978 until May 2006. At Deloitte, he was responsible for servicing a diverse client base of public and private, global, and domestic companies in a variety of industries. Mr. Kaye has extensive experience consulting with clients on accounting and reporting matters, private and public debt financings, SEC rules and regulations, corporate governance, and Sarbanes-Oxley matters. Prior to retiring, Mr. Kaye served as Partner-in-Charge of Deloitte’s Tri-State Core Client practice, a position he held for more than 20 years. Mr. Kaye has a Bachelor of Business Administration from Baruch College and is a Certified Public Accountant. We believe that Mr. Kaye is qualified to serve as a Non-Executive Director due to his extensive accounting and financial experience.

  9. Directors and Senior Management

    LEONARD POST, PH.D. has over 35 years of experience in the pharmaceutical industry, where he has held various global executive positions and has extensive experience in the research and development of product candidates. From 2016 to January 2024, Dr. Post has served as Chief Scientific Officer of Vivace Therapeutics, an oncology company working on small molecules targeting the hippo pathway and, from 2018 to January 2024, as Chief Scientific Officer of its sister company Virtuoso Therapeutics, a company working on bispecific antibodies for oncology. From February 2010 until June 2016, Dr. Post worked at BioMarin (Nasdaq: BMRN), in various positions including Chief Scientific Officer. During that time, he oversaw the initiation of BioMarin’s first gene therapy project for hemophilia A. Prior to that, Dr. Post served as Chief Scientific Officer of LEAD Therapeutics, Senior Vice President of Research & Development at Onyx Pharmaceuticals, and Vice President of Discovery Research at Parke-Davis Pharmaceuticals. He is also currently an advisor to Canaan Partners. Dr. Post is a virologist by training and did early work on the engineering of the herpes simplex virus as a post-doctoral fellow. He has a Bachelor of Science degree in Chemistry from the University of Michigan, and a Doctorate degree in Biochemistry from the University of Wisconsin. We believe Dr. Post is qualified to serve as a Non-Executive Director due to his extensive experience in the biotechnology industry. JEREMY SPRINGHORN, PH.D. has served as a member of our Board since September 2017. Since April 2021, Dr. Springhorn has been Chief Executive Officer of Nido Biosciences, a developer of small molecule therapeutics. Prior to taking his position at Nido, Dr. Springhorn was Chief Business Officer of Syros Pharmaceuticals, Inc. (Nasdaq: SYRS) from November 2017 until April 2021. Prior to taking his position at Syros, Dr. Springhorn served as Partner, Corporate Development at Flagship Pioneering from March 2015 until June 2017 where he worked with VentureLabs in helping companies in various strategic and corporate development capacities, creating next generation startups, and working with Flagship’s Corporate Limited Partners. Prior to joining Flagship, Dr. Springhorn was one of the original scientists at Alexion Pharmaceuticals, Inc. (Nasdaq: ALXN) and was one of the original inventors of the drug Soliris®. At Alexion Pharmaceuticals, Dr. Springhorn was Vice President of Corporate Strategy and Business Development from 2006 until March 2015. Dr. Springhorn started at Alexion in 1992, where he served in various leadership roles in R&D before switching to Business Development in 2006. Prior to 1992, Dr. Springhorn received his Ph.D. from Louisiana State University Medical Center in New Orleans and his BA from Colby College. We believe Dr. Springhorn is qualified to serve as a Non-Executive Director due to his extensive experience in the biotechnology industry. PIERRE CALOZ joined uniQure as Chief Operations Officer in May 2021. Mr. Caloz oversees Manufacturing, Supply chain and engineering as well as CMC, Process and Analytical Development. He is responsible for the development of uniQure’s global commercial manufacturing capability. Mr. Caloz has nearly 25 years of global operations experience in the biopharma industry, including at CSL Behring, Merck-Serono, Abgenix/Amgen and Baxter/Baxalta. Most recently, Mr. Caloz served as Senior Vice President and General Manager of EU and Asia Pacific Operations at CSL Behring. Mr. Caloz earned a B.Sc. degree from the University of Geneva, an M.Sc. degree from Swiss Federal Institute of Technology, and an E.M.B.A. from the Ashridge Business School. CHRISTIAN KLEMT has served as our Chief Financial Officer since June 2021 and since September 2020, has served as general manager of our Amsterdam site. Previously, Mr. Klemt served as our Chief Accounting Officer from August 2017 to June 2021, and as our Global Controller from September 2015 until August 2017. While serving as our Global Controller, Mr. Klemt oversaw our transition to a domestic U.S. filer and conversion to U.S. Generally Accepted Accounting Principles. Mr. Klemt joined us from CGG SA (NYSE: CGG) where he held the position of Regional Finance Director and Country Manager. Prior to this, he held various senior finance roles, including Group Finance Manager at Basell Polyolefines N.V. (now LyondellBasell N.V.) (NYSE: LBI) where he led the conversion to U.S. Generally Accepted Accounting Principles following the acquisition of Lyondell and was involved in the acquisition of various petrochemical assets. Mr. Klemt holds a master’s degree in Business Administration from the University of Muenster, Germany and qualified as a German Certified Public Accountant and Tax Advisor while employed at KPMG. RICHARD PORTER, PH.D. has served as our Chief Business and Scientific Officer since October 2023. He previously served as our Chief Business Officer from April 2022 to October 2023, and before that as General Manager of our subsidiary Corlieve Therapeutics AG following the acquisition of Corlieve in July 2021. Dr. Porter was the founder and Chief Executive Officer of Corlieve Therapeutics prior to the acquisition and served in such capacity from October 2019 to August 2021. He previously served as the Chief Operating Officer of Therachon AG from July 2016 to July 2019 until its acquisition by Pfizer. He held positions of increasing responsibility at Roche from March 2014 to August 2016, most recently as the Global Head of Scientific Business Strategy and Operations for Neuroscience Ophthalmology and Rare Diseases, directing the strategic and operational activities of the department. He has also served as a Product General Manager of the Emerging Business Unit at Shire Pharmaceuticals from 2011 to 2014 and has held scientific leadership positions at Vernalis Research and Astra Pharmaceuticals. Dr. Porter earned his Ph.D. in neuropharmacology from Southampton University and conducted his postdoctoral training at the Strong Memorial Hospital, University of Rochester and the University of Oxford. JEANNETTE POTTS, PH.D., J.D. has served as our Chief Legal and Compliance Officer and Corporate Secretary since May 2023. Prior to joining uniQure, Dr. Potts was an executive legal consultant from October 2022 to May 2023. She previously served as Senior Vice President, General Counsel and Corporate Secretary of Forma Therapeutics Holdings, Inc. from September 2019 to October 2022. Dr. Potts served in various roles at the U.S. headquarters of Takeda Pharmaceuticals Company Limited, most recently as Vice President, Head Counsel, Research and Development from March 2019 through August 2019, and as Vice President, Legal, Head, Global Research and Development Legal Practice Group from March 2015 through March 2019 and Vice President, Legal from March 2013 to March 2015. Dr. Potts holds a B.A. in biology from Smith College, a Ph.D. in anatomy and cell biology from the University of Virginia and a J.D. cum laude from Suffolk University.

  10. 2023 Performance and Achievements

    Temporal Lobe Epilepsy Program (AMT-260) Temporal lobe epilepsy affects approximately 1.3 million people in the U.S. and Europe alone, of which approximately 0.8 million patients are unable to adequately control acute seizures with currently approved anti-epileptic therapies. Patients with rTLE experience increased morbidity, excess mortality, and poor quality of life. On September 5, 2023 we announced that the FDA had cleared the IND application for AMT-260. The first-in-human Phase I/IIa clinical trial will be conducted in the United States and consist of two parts. The first part is a multicenter, open-label trial with two dosing cohorts of six patients each to assess safety, tolerability, and first signs for efficacy of AMT-260 in patients with refractory MTLE (“rMTLE”). The second part is expected to be a randomized, controlled trial to generate proof of concept (“POC”) data. Amyotrophic Lateral Sclerosis (AMT-162 for ALS-SOD1) ALS commonly known as Lou Gehrig’s disease, is a progressive and fatal neuromuscular disease with the majority of ALS patients dying within 2 to 5 years of receiving a diagnosis. Familial ALS, a hereditary form of the disease, accounts for 5-10% of cases, whereas the remaining cases (sporadic ALS) have no clearly defined etiology. One of the genetic mutation that causes ALS are pathogenic mutations in the superoxide dismutase enzyme 1 (“SOD1”). SOD1 is an enzyme that is responsible for catalyzing toxic superoxide to hydrogen peroxide and dioxygen. While the exact mechanism for disease is not known, it is believed that a toxic gain of function in SOD1 results in oxidative stress and cell death of motor neurons. More than 100 pathogenic SOD-1 have been identified. Mutations are concentrated in a few regions of the protein. Mutations can be both dominant and recessive. Most common mutations occur in the D90A, G93A, A4H and D46R genes. On January 31, 2023, we announced that we entered into a global licensing agreement with Apic Bio for a novel, one-time, intrathecally administered gene therapy for ALS caused by SOD1 mutations (formerly APB-102). The FDA has cleared the IND for APB-102 and has granted it Orphan Drug and Fast Track designation. APB-102 is comprised of a recombinant AAVrh10 vector that expresses a miRNA designed to knock down the expression of SOD1 with the goal of slowing down or potentially reversing the progression of ALS in patients with SOD1 mutations. Fabry disease program (AMT-191) Fabry disease is a progressive, inherited, multisystemic lysosomal storage disease characterized by specific neurological, cutaneous, renal, cardiovascular, cochleo-vestibular, and cerebrovascular manifestations. Fabry disease is caused by a defect in a gene that encodes for a protein called α-galactosidase A (“GLA”). The GLA protein is an essential enzyme required to breakdown globotriaosylsphingosine (“Gb3”) and lyso-globotriaosylsphingosine (“lyso-Gb3”). In patients living with Fabry disease, Gb3 and lyso-Gb3 accumulate in various cells throughout the body, causing progressive clinical signs and symptoms of the disease. On November 29, 2023 we announced that the FDA had cleared the IND application for AMT-191 and the first-in-human Phase I/IIa clinical trial will be conducted in the United States. The multicenter, open-label clinical trial consists of two dose-escalating cohorts of three patients each to assess safety, tolerability, and efficacy of AMT-191 in patients with Fabry disease. Three patients will be dosed in the initial dose. If no dose-limiting toxicology is identified, the dose will be escalated. If dose-limiting toxicology occurs in one of the three initial patients, three additional patients will be enrolled at the same dose level. If no additional patients in the cohort experience a dose-limiting toxicology, the dose will be escalated. Assessments will be made at three- and six-months post-treatment. Hemophilia B (HEMGENIX® or etranacogene dezaparvovec) Hemophilia B is a rare, lifelong bleeding disorder caused by a single gene defect, resulting in insufficient production of factor IX, a protein primarily produced by the liver that helps blood clots form. Treatments for moderate to severe hemophilia B include prophylactic infusions of factor IX replacement therapy to temporarily replace or supplement low levels of blood-clotting factor and, while these therapies are effective, those with hemophilia B must adhere to strict, lifelong infusion schedules. They may also still experience spontaneous bleeding episodes as well as limited mobility, joint damage or severe pain as a result of the disease. For appropriate patients, HEMGENIX® allows people living with hemophilia B to produce their own factor IX, which can lower the risk of bleeding. On June 24, 2020, we entered into the CSL Behring Agreement pursuant to which CSL Behring received exclusive global rights to HEMGENIX®. The transaction became fully effective on May 6, 2021. In March and April 2022, we received the total $55.0 million owed to us by CSL Behring related to CSL Behring’s submissions of marketing applications for HEMGENIX® in the EU in March 2022 and the U.S. in April 2022. HEMGENIX® was approved for commercialization by the FDA and the EMA in November 2022 and February 2023, respectively. In July 2023 we collected a $100.0 million payment from CSL Behring following the first sale of the Product in the U.S in June 2023. Reorganization In October 2023, we announced the implementation of a reorganization plan (the “Reorganization”). As a result of the Reorganization, we discontinued investments in more than half of our then-existing research programs, including AMT-210 for the treatment of Parkinson’s disease, and certain other technology projects. Following the Reorganization, we are prioritizing advancing our clinical-stage programs, including referenced in the pipeline graphic above, to clinical proof of concept. As a result of the Reorganization, which was completed in December 2023, we eliminated approximately 20% of our total workforce and closed our research laboratory in Lexington, Massachusetts. We also consolidated all GMP manufacturing into our Lexington manufacturing facility and consolidated process and analytical development into our Amsterdam, Netherlands facility. As part of the Reorganization, effective October 4, 2023, the Company announced that Dr. Dolmetsch terminated his employment as its Chief Scientific Officer for Good Reason, as such term is defined in the employment agreement, dated September 14, 2020. Dr. Dolmetsch was entitled to accrued benefits, and payment of COBRA premiums for a period of 12 months following the termination of his employment. Dr. Dolmetsch received a lump-sum payment of approximately $1.025 million, which is equal to 12 months of base salary and target bonus, as well as a bonus pro-rated to the date of termination and based on the target bonus amount set by the Board. In connection with his termination of employment and in furtherance of our succession planning, we entered into a consulting agreement with Dr. Dolmetsch (the “Dolmetsch Consulting Agreement”). Pursuant to the Dolmetsch Consulting Agreement, commencing on October 4, 2023, Dr. Dolmetsch provided consulting services related to the transition of his duties and other consulting services that were reasonably requested until December 31, 2023. In consideration, Dr. Dolmetsch was paid a consulting fee equal to $10,000 per month during the term and his equity awards continued to vest in accordance with their terms through the end of the term. In addition, in connection with Reorganization and the termination of Dr. Dolmetsch’s employment, the Company appointed Dr. Porter, who previously served as our Chief Business Officer, to serve as our Chief Business and Scientific Officer, effective as of October 4, 2023. Alignment of Executive Pay with Performance

  11. Compensation Peer Group

    Compensation Peer Group The Compensation Committee, with the support of WTW, conducts an annual review of the peer group used for benchmarking compensation levels. A peer group review was performed in 2022 and approved in September 2022 to inform 2023 compensation decisions (the “2023 Peer Group”). The 2023 Peer Group comprises of 17 similar, publicly traded, biopharmaceutical companies based on multiple factors, including number of employees, market capitalization, R&D expense, revenue, and pipeline profile. The table below depicts the 2023 Peer Group:

  12. Compensation Peer Group

    | • Adverum Biotechnologies | • Epizyme | • Revance Therapeutics | | • Alector, Inc. | • Generation Bio | • Sangamo Therapeutics | | • Arrowhead Pharmaceuticals | • Intellia Therapeutics | • Travere Therapeutics | | • Denali Therapeutics | • Invitae | • Voyager Therapeutics | | • Dynavax Technologies | • MeiraGTx | • Wave Life Science | | • Editas Medicine | • Regenxbio | |

  13. Compensation Peer Group

    The 2023 Peer Group reflects the removal of Blueprint Medicines Corporation and Fate Therapeutics, as well as the addition of Alector, Inc., Generation Bio, and Travere Therapeutics. At the time of approval, 2023 Peer Group had:

  14. Compensation Peer Group

    | • | Trailing twelve-month average market capitalization 25th to 75th percentile ranged from approximately $650 million to $2.0 billion, with uniQure ranked at the 38th percentile; |

  15. Compensation Peer Group

    | • | Employee headcount 25th to 75th percentile ranged from 250 to 395, with uniQure ranked at the 85th percentile; |

  16. Compensation Peer Group

    | • | R&D expense 25th to 75th percentile ranged from $116 million to $210 million, with uniQure ranked at the 50th percentile; and |

  17. Compensation Peer Group

    The Compensation Committee determined that uniQure’s size relative to the peer group was appropriate for the purpose of compensation comparisons. For executive roles where insufficient proxy statement data was available to inform market comparisons, the Compensation Committee additionally referenced survey data provided by WTW and Radford for similarly sized biotech and biopharma companies.

  18. Compensation Elements

    | Element | Purpose | Key Features | | Base Salary | ● Provide market-competitive fixed compensation ● Attract exceptional talent in the relevant market | ● Fixed cash compensation ● Reviewed annually ● Value informed by market levels for executives with comparable qualifications, experience, and responsibility, coupled with the nature, scope and impact of the role ● Target approximately 50th percentile of market peers, considering the above factors | | Short-Term Incentive (Annual Cash Bonus) | ● Reward for achievement of pre-defined criteria in areas of strategic importance to uniQure ● Align compensation with Company performance | ● Subject to the approval of the Board in its discretion ● Discretionary variable cash compensation ranging from 40% to 60% of annual base salary ● Maximum opportunity capped at 150% of target ● Weighting is based solely on performance against corporate goals for the Chief Executive Officer, and a combination of performance against corporate goals (80%) and individual goals (20%) for the other NEOs ● Corporate and individual targets established in the beginning of each year ● Assessment against the predetermined goals informs actual cash bonus that is awarded ● Target bonuses informed by levels in the market, with reference to the 50th percentile | | Long-Term Incentives (Equity Awards) | ● Align long-term interests with shareholders ● Reward sustainable value creation ● Encourage retention | ● Annual awards subject to the approval of the Board in its discretion ● Annual awards in 2023 were a mix of stock options and restricted stock units ● Stock options have a ten-year term, with 25% vesting after one year and then ratably on a quarterly basis ● Restricted stock units vest ratably on an annual basis over three years ● Target opportunity informed by prior year performance and levels in the market with reference to the 50th percentile | | Pension and Retirement Savings Plans | ● Provide market-competitive retirement benefits | ● Based on local market practice ● U.S.-based employees, including our NEOs, are eligible to participate in a qualified 401(k) Plan with matching of up to 3% of base salary ● Netherlands-based employees, including our NEOs, are eligible to participate in a defined contribution pension plan ● Switzerland-based employees, including our NEOs, are eligible to participate in a defined benefit plan. | | Other Benefits | ● Provide market competitive benefits focused on well-being | ● An Employee Share Purchase Plan (“ESPP”) is offered to all eligible employees, which includes eligible NEOs ● ESPP allows for purchase of discounted Ordinary Shares through accumulated payroll deductions ● Medical, dental and vision health care plans with premiums paid by the company for U.S. employees, including NEOs ● Up to four weeks of paid time off for U.S.-based NEOs and six weeks for Netherlands-based NEOs, and six weeks for Switzerland-based NEOs. |

  19. Base Salary

    | (2) Mr. Klemt’s salary increase reflects a market adjustment to ensure a competitive market salary. |

  20. Short-term Incentive

    Short-term Incentive The Company’s short-term incentives to NEOs provide an opportunity for our NEOs to earn an annual cash bonus, contingent on the successful achievement of goals with various program areas aligned with our strategic objectives. The award of any annual bonuses is subject to the approval of the Board in its discretion. Any annual cash bonus for the Chief Executive Officer is based solely on the assessment of company-wide performance. For the other NEOs, 80% of their opportunity is based on the same company-wide performance, with the remaining 20% based on individual performance. Bonus opportunities for the NEOs in 2023 were as follows:

  21. Short-term Incentive

    | Named Executive Officer | Target Bonus (% of salary) | Maximum Bonus (% of salary) | | Matthew Kapusta | 60% | 90% | | Christian Klemt | 40% | 60% | | Pierre Caloz | 50% | 75% | | Ricardo Dolmetsch | 50% | 75% | | Richard Porter | 40% | 60% | | Jeannette Potts | 40% | 60% |

  22. Short-term Incentive

    There were no changes to the NEOs target bonus levels in 2023. Annually, we evaluate and establish performance targets based on the corporate goals that are adopted by the Board. Our performance targets are generally based on the achievement of a key set of core objectives considered essential to our successful performance over a given calendar year. These core objectives are designed across the range of functions of the Company, including clinical, research and technology, regulatory, manufacturing, finance, and other general and administrative functions. Our performance against targets is reviewed periodically with the Board throughout the year. At the end of the calendar year, we assess the overall performance, which is then used for compensation decisions, including the payment of annual incentive bonuses. In early 2023, the Board approved the following corporate objectives:

  23. Short-term Incentive

    | Corporate Objectives | Weighting at Target | Corporate Sub-Objectives | Weighting at Target | | Focused Execution | 60.0% | Execute the clinical development plan for Huntington’s Disease (AMT-130) | 25.0% | | | | Support the commercialization and global expansion of HEMGENIX™ | 17.5% | | | | Advance rMTLE (AMT-260) and ALS-SOD1 into the clinic | 17.5% | | Growth & Innovation | 25.0% | Ready Fabry Disease (AMT-191) for clinical development | 5.0% | | | | Build early and sustainable pipeline | 10.0% | | | | Improve and innovate the platform | 10.0% | | Strengthen Organizational Health | 15.0% | Improve culture and retain talent | 7.5% | | | | Strategic planning | 2.5% | | | | Conserve capital and achieve cash burn target | 5.0% |

  24. Short-term Incentive

    We believe these corporate objectives were critical to the successful execution of our long-term strategy and the achievement of sustainable shareholder value creation. In approving the targets, each goal within a program area has an associated level of achievement and time frame. The extent to which the goal is achieved, and whether it is on time, informs the rating assigned at year-end. Each objective had at least two goals associated with it, such as program advancement or pipeline milestones. When it set them, the Compensation Committee believed that the goals associated with these corporate objectives were challenging but attainable, and that attainment was uncertain. To achieve the annual cash bonus, the total performance related to all key goals must exceed a minimum threshold of 50%. The maximum total performance related to all key goals cannot exceed 150%. The total performance is determined by taking the weighted average of each of the goals. If overall performance is assessed at below 50%, no annual cash bonus is paid, and if overall performance assessed at above 150%, the annual cash bonus is capped at 150% of the target bonus. While the specific goals are not disclosed for each objective given their potential competitive sensitivity, the following achievements in 2023 were factors taken into consideration when assessing Company performance:

  25. Short-term Incentive

    | Key Goal | Key Achievements | | Focused Execution | ● Completed enrollment of Huntington’s Disease Program Phase 1/2 (Cohorts 1/2) ● Completed enrollment of four (4) Huntington’s Disease Program crossover patients ● Presented data from the Huntington Disease Program Phase 1/2 in June and December 2023 ● Achieved FDA clearance of investigational new drug (“IND”) application for AMT-260 in rMTLE ● Met CSL Behring contractual manufacturing requirements ● Successfully completed regulatory inspections ● Achieved quality improvement targets ● Received orphan drug designation (“ODD”) from the FDA for AMT-162 in SOD1-ALS | | Growth & Innovation | ● Achieved FDA clearance of IND application for AMT-191 in Fabry disease ● Released initial 500L batch for Fabry clinical study ● Completed the first 500L run in Amsterdam facility ● Achieved numerous advancements across key platform improvement initiatives ● Advanced several research programs ● Progressed development of next-generation AAV vector candidates | | Strengthen Organizational Health | ● Completed $400M royalty financing ● Strengthened the clinical/medical organization ● Recruited key executive new hires ● Reduced voluntary turnover ● Launched community service/engagement portal ● Published inaugural sustainability report ● Defined and started implementing multi-year Information Technology roadmap |

  26. Short-term Incentive

    The following table provides a breakdown of how the Board, and the Compensation Committee, with respect to our Chief Executive Officer and remaining NEOs respectively, determined that we performed when measured against each of these corporate objectives during 2023:

  27. Short-term Incentive

    | Corporate Objectives | Weighting at Target | Maximum Achievement | Actual % Earned | | Execute the clinical development plan for Huntington’s Disease (AMT-130) | 25.0% | 37.50% | 20.0% | | Support the commercialization and global expansion of HEMGENIX™ | 17.5% | 26.25% | 18.5% | | Advance rMTLE (AMT-260) and ALS-SOD1 into the clinic | 17.5% | 26.25% | 14.0% | | Ready Fabry Disease (AMT-191) for clinical development | 5.0% | 7.50% | 6.0% | | Build early and sustainable pipeline | 10.0% | 15.00% | 7.0% | | Improve and innovate the platform | 10.0% | 15.00% | 8.0% | | Improve culture and retain talent | 7.5% | 11.25% | 6.5% | | Strategic planning | 2.5% | 3.75% | 2.5% | | Conserve capital and achieve cash burn target | 5.0% | 7.50% | 7.5% | | Total | 100% | 150% | 90% |

  28. Short-term Incentive

    In consultation with our NEOs, Mr. Kapusta established individual goals for each of our NEOs at the beginning of 2023 that (i) were specific to each NEO’s area of responsibility and (ii) were intended to support our corporate objectives for 2023. At the time these goals were established, Mr. Kapusta believed they were challenging but attainable, and attainment was uncertain. While the individual goals for each of our NEOs was considered, the Compensation Committee determined that each NEO should be accountable to the fact that the corporate objectives were achieved below target at a 90% achievement level. To share in the responsibility, each NEO was determined to receive 90% achievement for 2023 performance. The combination of corporate and individual performance resulted in the following 2023 actual bonus payments:

  29. Short-term Incentive

    | | | Allocation of Bonus | | | Actual Bonus Achievement | | | | Named Executive Officer | Base Salary | Target Bonus % | Corporate Goals Weighting | Individual Goals Weighting | Corporate Goal Achievement | Individual Goal Achievement | 2023 Cash Bonus | | Matthew Kapusta | $635,000 | 60% | 100% | — | 90% | — | $342,900 | | Christian Klemt | € 375,000 | 40% | 80% | 20% | 90% | 90% | € 135,000 | | Pierre Caloz | 494,000 CHF | 50% | 80% | 20% | 90% | 90% | 222,300 CHF | | Ricardo Dolmetsch (1) | $546,000 | 50% | 80% | 20% | — | — | — | | Richard Porter (2) | 450,000 CHF | 40% | 80% | 20% | 90% | 90% | 155,790 CHF | | Jeannette Potts (3) | $465,000 | 40% | 80% | 20% | 90% | 90% | $102,114 |

  30. Short-term Incentive

    | (1) 2023 bonuses were paid to NEOs following Dr. Dolmetsch’s resignation and as such he was not eligible to receive such bonus. |

  31. Short-term Incentive

    | (2) Dr. Porter’s bonus payment was adjusted on a pro-rated basis to reflect his pre-promotion role as Chief Business Officer and post-promotion role as Chief Scientific & Business Officer. |

  32. Short-term Incentive

    | (3) Dr. Potts’ bonus was adjusted on a pro-rated basis to reflect her May 23, 2023 hire date. |

  33. 2023 Long-Term Incentive Awards

    2023 Long-Term Incentive Awards The Company’s 2014 Plan provides that the Board may grant equity awards to its employees. These grants include annual and periodic equity awards linked to continued employment and, at the Board’s discretion, the achievement of certain performance targets. Such grants as they apply to our NEOs are described below. Pursuant to the 2014 Plan, employees may be granted options, restricted share units or performance share units. By awarding long-term incentive awards via a combination of different vehicles, the Compensation Committee can balance the objectives of driving sustainable long-term performance and shareholder value creation, encouraging retention while remaining market competitive. For 2023, the Compensation Committee determined that annual long-term incentive awards would be granted in the form of share options and restricted share units. This combination of vehicles balances our objectives of long-term performance and shareholder value creation with executive retention and market competitiveness. Options require our stock price to increase, and to do so in a sustainable way, for the awards to have and retain value. The Compensation Committee believes these provide a compelling performance orientation. Awards are generally made annually in the first calendar quarter, considering the impact on achieving our corporate goals, performance in the prior year and market data for the compensation peer group. The key features of each award type are as follows:

  34. 2023 Long-Term Incentive Awards

    | | ● ● | | Stock Options | ● Options vest over a period of four years, with 25% of options granted becoming exercisable on the first anniversary, with the remaining options becoming exercisable pro-rata on a quarterly basis over the remaining three years. ● Awards expire after ten years. ● Share options cannot be repriced, reset, or exchanged for cash if underwater without shareholder approval. | | Restricted Stock Units | ● Restricted Stock Units vest pro-rata on an annual basis over three years. ● Dividends do not accrue until shares are free from restrictions, unless expressly stated in the applicable award agreement. ● Shares are issued to the participant upon vesting of the award but may be subject to a nondiscretionary sale of a portion of the shares to cover tax withholding requirements. |

  35. 2023 Long-Term Incentive Awards

    Target equity awards are approved each year by the Compensation Committee, based on a combination of factors including performance against corporate and individual goals, granting history in prior years, impact on share utilization and dilution, impact of the individual on achieving the Company’s corporate goals, relative grant levels among executives, market practices and other relevant factors. In determining and approving award values, the Compensation Committee reviews data for our peer group and the overall total compensation of our executive officers. Considering the overall corporate performance and individual achievement in 2023, our Compensation Committee recommended that the Board grant long-term incentive equity awards that were commensurate with reference to the 25th - 75th percentile of our peer group. In establishing the mix of long-term incentives to award our NEOs, the Compensation Committee referenced market data for our peers, which found that most competitors grant awards in either stock options or a combination of stock options and restricted stock units. The Compensation Committee determined to provide a larger mix of long-term incentives through stock options for Mr. Kapusta relative to the other NEOs to strengthen the alignment with shareholders. These awards had the following fair values as of the February 2023 grant date (rounded to the nearest thousand).

  36. 2023 Long-Term Incentive Awards

    | Named Executive Officer | Stock Options | Restricted Stock Units | Total | | Matthew Kapusta | $3,184,000 | $2,600,000 | $5,784,000 | | Christian Klemt | $800,000 | $800,000 | $1,600,000 | | Pierre Caloz | $1,000,000 | $1,000,000 | $2,000,000 | | Ricardo Dolmetsch | $1,000,000 | $1,000,000 | $2,000,000 | | Richard Porter (1) | $950,000 | $950,000 | $1,900,000 | | Jeannette Potts (2) | $925,000 | $925,000 | $1,850,000 |

  37. 2023 Long-Term Incentive Awards

    | (1) Dr. Porter’s annual equity grant of $800,000 stock options and $800,000 RSUs reflects his role as Chief Business Officer. Dr. Porter also received an equity grant upon his promotion to Chief Business and Scientific Officer in October 2023. The values in the table reflect the sum of Dr. Porter’s annual and promotion equity grant. |

  38. 2023 Long-Term Incentive Awards

    | (2) Dr. Potts’ equity grant was made in June 2023 following her hire date. |

  39. 2023 Long-Term Incentive Awards

    Over the course of 2023, the Company’s share price declined by over 70% from $22.67 per Ordinary share on December 30, 2022 to $6.77 per Ordinary share on December 29, 2023. The Compensation Committee considered this decline and our shareholder dilution, in addition to market data for our peers, when establishing the annual equity grant for March 2024. The Compensation Committee decided to reduce the fair value of the 2024 annual equity grant by a similar percentage, resulting in a grant below market peer levels. The fair value of the annual equity grants to those NEOs (Messrs. Kapusta, Caloz, Klemt and Porter) who were employed at the time of the 2023 and 2024 annual equity grants were reduced by over 70% from approximately $11.0 million in 2023 to $3.0 million in 2024.

  40. Vesting of 2021 Performance Share Units

    Vesting of 2021 Performance Share Units In 2021 the Compensation Committee determined to award key leaders, including the NEOs, a one-time performance-based equity grant to support the retention of employees and align the organization around key value drivers for the company. As a result of the achievements described above with respect to HEMGENIX•, 35% of the PSUs vested in the fourth quarter of 2022 and the first quarter of 2023. The remaining 65% of the original award remains subject to performance goals related to a clinical study milestone for the Huntington’s Disease program and two pipeline candidate milestone achievements. Based on this performance criteria, the number of units that vests can range from a minimum of 0% to a maximum of 100%. In addition, for the last three milestones, the vesting outcome will be modified based on the company’s 3-year relative total shareholder return performance compared against the Nasdaq Biotechnology Index:

  41. Vesting of 2021 Performance Share Units

    | ● | Above 75th percentile of the Nasdaq Biotechnology Index – 150% earned milestone. |

  42. Vesting of 2021 Performance Share Units

    | ● | Between 25th and 50th percentile of the Nasdaq Biotechnology Index – 100% earned milestone. |

  43. Vesting of 2021 Performance Share Units

    | ● | Below the 25th percentile of the Nasdaq Biotechnology Index – 50% earned milestone. |

  44. Vesting of 2021 Performance Share Units

    The core design aspects of the performance share unit award (i.e., broader leader participation beyond the NEOs, fully at-risk performance-based milestone, as well as linkage to relative total shareholder return) were put in place to ensure close alignment between our shareholders, NEOs, and the broader leadership population.

  45. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio Under Item 402(u) of Regulation S-K adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are required to disclose the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median compensated employee, excluding our Chief Executive Officer. The following table sets forth a summary of the median of the annual total compensation of employees of the Company (other than the Chief Executive Officer), the annual total compensation of our Chief Executive Officer and the ratio of such amounts.

  46. Chief Executive Officer Pay Ratio

    | Matthew Kapusta 2023 annual total compensation | $6,584,919 | | Median Employee 2023 annual total compensation | $170,661 | | CEO to Median Employee Pay Ratio | 39 |

  47. Other Executive Compensation Policies

    Other Executive Compensation Policies Tax and Accounting Considerations for NEOs subject to U.S. tax legislation Prior to the passage of the Tax Cuts and Jobs Act of 2017, Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), had disallowed a tax deduction for compensation in excess of $1.0 million paid to a company’s NEOs, other than its chief financial officer. Historically, qualifying performance-based compensation was not subject to the deduction limitation if specified requirements were met. However, effective for taxable years beginning after December 31, 2017, the exemption for qualified performance-based compensation from the deduction limitation of Section 162(m) has been repealed, such that compensation paid to our NEOs of more than $1 million will not be deductible unless it qualifies for the limited transition relief applicable to certain compensation arrangements in effect as of November 2, 2017. “Nonqualified deferred compensation” is required by Section 409A of the Internal Revenue Code to be paid under plans or arrangements that satisfy certain statutory requirements regarding timing of deferral elections, timing of payments and certain other matters. Employees and service providers who receive compensation that fails to satisfy these requirements may be subject to accelerated income tax liabilities, a 20% excise tax, penalties, and interest on their compensation under such plans. The Company seeks to design and administer our compensation and benefits plans and arrangements for all our employees and service providers, including our NEOs, to keep them either exempt from or in compliance with the requirements of Section 409A. Sections 280G and 4999 of the Internal Revenue Code impose certain adverse tax consequences on compensation treated as excess parachute payments. An executive is treated as having received excess parachute payments if such executive receives compensatory payments or benefits that are contingent on a change in control, and the aggregate amount of such payments and benefits equal or exceeds three times the executive’s base salary amount. The portion of the payments and benefits more than one times base salary amount is treated as excess parachute payments and is subject to a 20% excise tax, in addition to any applicable federal income and employment taxes. Deferred Compensation and Retirement Plans The Company operates a qualified 401(k) Plan for all employees at its Lexington facility in the USA. The uniQure Inc. 401(k) Plan is an employee contribution plan only, and there are no employer contributions currently being made. The uniQure Inc. 401(k) Plan offers both a before-tax and after-tax (Roth) component, which are subject to IRS statutory limits for each calendar year. The Company operates a defined contribution pension plan for all employees of its Dutch operating entity uniQure Biopharma B.V. based in the Netherlands, which is funded by the Company through payments to an insurance company. Equity Incentive Plan The 2014 Plan enables the Board to grant equity awards, including options, restricted share units (RSUs) and performance share units (PSUs). The purpose of the 2014 Plan is to advance the interests of the Company’s Shareholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the group and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such persons with those of the Company’s Shareholders. The terms of the PSUs are further discussed above. For RSUs the shares are automatically issued to the grantee upon the vesting of the award. Under the 2014 Plan, the maximum number of Ordinary Shares available is currently limited to 14,351,471. As of March 31, 2024, 1,115,146 Ordinary Shares remain available for grant under the 2014 Plan. Employee Share Purchase Plan The Employee Share Purchase Plan (“ESPP”) is designed to allow eligible employees of the Company and its designated subsidiaries to purchase discounted Ordinary Shares at designated intervals through their accumulated payroll deductions. The purpose of the ESPP is to provide employees with a convenient method to invest in the Company’s Ordinary Shares, which will increase the equity stake of the Company’s employees and will benefit shareholders by aligning more closely the interests of participating employees with those of the Company’s Shareholders. The Company believes that this will help to motivate and retain highly qualified employees. Under the ESPP, the number of Ordinary Shares initially reserved for issuance is 150,000. The purchase price of the Ordinary Shares acquired on each purchase date will be the lesser of (a) 85% of the closing price of an Ordinary Share on the first day of the offering period or (b) 85% of the closing price of an Ordinary Share on the purchase date. As of March 31, 2024, a total of 96,862 Ordinary Shares remains available for issuance under the ESPP. Role of Executive Officer in Determining Executive Compensation The Compensation Committee and Board approve all compensation decisions related to our NEOs. Such decisions by the Compensation Committee regarding compensation were made independently from our NEOs. Stock Ownership Requirements and Hedging Policies The Board has adopted stock ownership guidelines to further align the interests of its executive officers with the interests of the Company’s shareholders. The Company’s executive officers are expected to hold Ordinary Shares and other equity rights commensurate with their respective roles with the Company. The policy applies to certain “Executive Officers,” which currently includes the Chief Executive Officer, the Chief Financial Officer, the Chief Operations Officer, the Chief Legal Officer, the Chief People and Culture Officer, the Chief Business and Scientific Officer and the Chief Corporate Affairs Officer. The policy requires that, within five years of adoption of the policy (by December 2026) or their date of appointment to their position, the Executive Officers are required to have a share ownership position in the Company in an amount no less than the multiple of their base salary set forth below:

  48. Other Executive Compensation Policies

    In the event of an increase in an Executive Officer’s base salary, he or she will have one year from the time of such increase to acquire any additional Ordinary Shares needed to meet these guidelines. The ownership requirement will be measured as to each Executive Officer as of the first trading day in January of each year. In determining compliance with the stock ownership guidelines, we include Ordinary Shares owned outright, as well as Ordinary Shares and restricted share units subject to time-based vesting. No Executive Officer shall be deemed to be out of compliance with these guidelines to the extent that, after initially reaching the ownership threshold, the sole reason such person’s ownership is below the required threshold is due to a decrease in the market price of the Company’s Ordinary Shares and such person has not sold any Ordinary Shares since the time such person’s ownership dropped below the required threshold. All Executive Officers have satisfied, or are on track to satisfy within the five-year grace period, the Board’s stock ownership guidelines. This description of the stock ownership guidelines does not purport to be complete, and it is qualified in its entirety by reference to the full text of the guidelines, which can be viewed on our website at www.uniqure.com/investors-media/corporate-governance. Our Insider Trading Policy prohibits any officer, director, or employee from holding our equity securities in a margin account or pledging securities as collateral for a loan, except that the Compensation Committee may grant certain exceptions permit the pledge of securities as collateral for a loan and demonstrates the financial capacity to repay the loan without resorting to the pledged securities. The Compensation Committee may approve or deny the request in its sole discretion. For the fiscal year ended December 31, 2023, no such requests were made by our NEOS or members of our Board. Clawback Policy In December 2021, the Board adopted a Compensation Clawback Policy (the “Clawback Policy”). Under the policy, prior to the amendment described below, in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the U.S. federal securities laws, the Board is granted discretion to recover from its executive officers who received incentive-based compensation (i.e., compensation that is earned or vested based on the attainment of a financial reporting measure, including shock price and total shareholder return) in excess of what otherwise should have been paid due to the executive officer’s misconduct that resulted in a financial restatement. The Clawback Policy may, in certain circumstances, be applied to other current or former employees whose actions or omissions contributed to the circumstances requiring the restatement and also involved willful misconduct or a willful violation of any of the Company’s rules. Additionally, if the Board determines that detrimental conduct has occurred that results in a material adverse impact on the Company’s financial results, operations or reputation, any incentive-based compensation paid during the prior year may be subject to clawback. In December 2023, the Clawback Policy was revised to reflect updated listing standard rules from Nasdaq and to require that the Company seek a clawback of any excess performance-based compensation that was paid to our executive officers due to material noncompliance with any financial reporting requirement under the U.S. federal securities laws, regardless of fault or misconduct, other than in certain limited circumstances. The full Clawback Policy, as amended, is available on our website at www.uniqure.com/investors-media/corporate-governance.

  49. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table summarizes the annual compensation paid to our named executive officers for the three fiscal years ended December 31, 2023, 2022 and 2021.

  50. SUMMARY COMPENSATION TABLE

    | Name | Year | Salary (1) ($) | Stock Award (2) ($) | Option Awards (2) ($) | Non-Equity Incentive Plan Compensation (3) ($) | Medicare benefits ($) | All other compensation (4) ($) | Total ($) | | Matthew Kapusta | 2023 | 635,089 | 2,502,900 | 3,064,662 | 342,900 | 35,116 | 4,252 | 6,584,919 | | Chief Executive Officer | 2022 | 609,490 | 2,464,117 | 2,006,170 | 512,400 | 26,847 | 9,150 | 5,628,174 | | | 2021 | 583,495 | 2,065,081 | 2,065,074 | 350,097 | 27,654 | 8,700 | 5,100,101 | | Christian Klemt (5) | 2023 | 407,111 | 770,440 | 770,646 | 146,005 | — | 22,346 | 2,116,548 | | Chief Financial Officer | 2022 | 358,297 | 860,067 | 699,824 | 191,352 | — | 16,711 | 2,126,251 | | | 2021 | 344,628 | 934,487 | 928,907 | 141,986 | — | 18,410 | 2,368,418 | | Pierre Caloz (5)(6) | 2023 | 554,063 | 962,020 | 963,009 | 246,921 | — | 81,603 | 2,807,616 | | Chief Operations Officer | 2022 | 501,187 | 824,225 | 594,856 | 344,138 | — | 105,779 | 2,370,185 | | | 2021 | 316,981 | 1,206,100 | 1,499,010 | 161,661 | — | 43,901 | 3,227,653 | | Ricardo Dolmetsch (7)(8) | 2023 | 509,227 | 962,020 | 963,009 | — | 22,590 | 1,031,433 | 3,488,279 | | Former Chief Scientific Officer | 2022 | 524,635 | 1,106,481 | 877,115 | 350,438 | 26,847 | 9,150 | 2,894,666 | | | 2021 | 506,000 | 470,973 | 470,983 | 253,000 | 27,654 | 8,700 | 1,737,310 | | Richard Porter (5)(9) | 2023 | 488,030 | 1,030,626 | 856,911 | 173,045 | — | 71,094 | 2,619,706 | | Chief Business and Scientific Officer | | | | | | | | | | Jeannette Potts (10) | 2023 | 277,212 | 950,478 | 951,568 | 102,114 | 22,501 | 6,975 | 2,310,848 | | Chief Legal and Compliance Officer | | | | | | | | |

  51. SUMMARY COMPENSATION TABLE

    | (1) Salary is determined based on actual salary during the fiscal years 2021 - 2023. Actual salary has a minor variance from the salary listed in the CD&A for U.S. NEOs based on biweekly payroll mechanics. |

  52. SUMMARY COMPENSATION TABLE

    | (2) Represents the aggregate fair value of the stock and options awards granted to such NEOs during 2021, 2022, and 2023 as determined in accordance with Accounting Standards Codification 718, Compensation-Stock Compensation (“ASC 718”) not including estimates of forfeitures related to service-based vesting conditions. Amounts reflected in the stock awards column are comprised of the accounting value of both the time-vested RSUs and PSUs granted in the years reflected. PSUs have only been included in the stock awards column to the extend accomplishment of an underlying milestone is considered probable in accordance with ASC 718. The PSUs granted in 2021 became probable in 2022 and expenses were recorded. These vested PSUs have been included in the stock award column for 2022. Dr. Porter received PSU grant in 2021 based on goals related to AMT-260. A portion of this PSU grant vested in 2023 and has been included in the stock award column. For assumptions and estimates used in determining these values, see Management’s Discussion and Analysis of Financial Condition and Results of Operations — Share-based Payments and [Note 2.3.18] of the Consolidated Financial Statements in our Annual Report. Note that the amounts reported in these columns reflect the accounting cost for these stock and option awards, and do not correspond to the actual economic value that may be received by the NEOs. The number of RSUs and stock options granted is established using a 30-day average share price, to mitigate for any short-term volatility, applied to the approved target value. Grant date fair values are calculated on the date of grant in accordance with accounting rules. This can result in differences between the target values approved by the Compensation Committee and the disclosed grant date fair value. In 2023 this resulted in the grant date fair value being approximately 4% lower than the target value. |

  53. SUMMARY COMPENSATION TABLE

    | (3) These amounts reflect the annual cash bonus awards granted to the NEOs pursuant to the Company’s Short-term Incentive program. |

  54. SUMMARY COMPENSATION TABLE

    | (4) With the exception of Dr. Dolmetsch as described in footnote (8), the amounts represent 401(k) or similar retirement contributions for non-U.S. pension plans. |

  55. SUMMARY COMPENSATION TABLE

    | (5) Mr. Klemt receives his salary, non-equity incentive plan compensation and other compensation in euros. Amounts were translated to $ using an average exchange rate for the 12-month period ended December 31, 2023 of 1.08 $/euro, December 31, 2022 of 1.05 $/euro, and December 31, 2021 of 1.18 $/euro. Mr. Caloz and Dr. Porter receive salary, non-equity incentive compensation and other compensation in Swiss francs. Amounts were translated to dollars using an average exchange rate for the 12-month period ended December 31 2023 of 1.11 $/Swiss franc, December 31, 2022 of 1.05 $/Swiss franc, and December 31, 2021 of 1.09 $/Swiss Franc. |

  56. SUMMARY COMPENSATION TABLE

    | (6) Mr. Caloz was appointed our Chief Operations Officer effective May 17, 2021. |

  57. SUMMARY COMPENSATION TABLE

    | (7) Dr. Dolmetsch resigned from his position as our Chief Scientific Officer, effective October 4, 2023. |

  58. SUMMARY COMPENSATION TABLE

    | (8) This amount reflects (i) the lump sum payment of $1,025,000 paid to Dr. Dolmetsch upon his separation from the Company, which is equal to 12 months of base salary and target bonus, as well as a bonus pro-rated to the date of termination and based on the target bonus amount set by the Board, and (ii) 401(k) contributions. |

  59. SUMMARY COMPENSATION TABLE

    | (9) Mr. Porter was appointed our Chief Business and Scientific Officer effective October 5, 2023. |

  60. SUMMARY COMPENSATION TABLE

    | (10) Dr. Potts was appointed our Chief Legal Officer effective June 13, 2023. |

  61. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023 The following table contains information concerning exercisable stock options with respect to our Ordinary Shares, RSUs and PSUs granted to our NEOs that were outstanding as of December 31, 2023.

  62. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | | | Option Awards (1) | | | | | Stock Awards (2) | | | | | Name | Type of Equity Award | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of securities underlying unexercised options Unexercisable (#) | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Yet Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned PSUs, Shares, Other Units or Rights That Have Not Yet Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares Units or Other Rights That Have Not Vested ($) | | Matthew Kapusta | Option | 100,000 | — | — | 14.71 | 2025 | — | — | — | — | | | Option | 100,000 | — | — | 23.60 | 2025 | — | — | — | — | | | Option | 51,316 | — | — | 7.53 | 2026 | — | — | — | — | | | Option | 175,000 | — | — | 6.22 | 2027 | — | — | — | — | | | Option | 83,663 | — | — | 19.39 | 2028 | — | — | — | — | | | Option | 83,362 | — | — | 31.71 | 2029 | — | — | — | — | | | Option | 55,564 | 3,714 | — | 51.81 | 2030 | — | — | — | — | | | Option | 66,155 | 30,074 | — | 37.00 | 2031 | — | — | — | — | | | Option | 94,341 | 121,302 | — | 16.04 | 2032 | — | — | — | — | | | Option | — | 256,500 | — | 20.06 | 2033 | — | — | — | — | | | RSU(3) | — | — | — | — | — | 18,605 | 125,956 | — | — | | | RSU(6) | — | — | — | — | — | 83,383 | 564,503 | — | — | | | RSU(8) | — | — | — | — | — | 121,500 | — | — | — | | | PSU(11) | — | — | — | — | — | — | — | 34,397 | 232,868 | | Christian Klemt | Option | 3,000 | — | — | 13.03 | 2026 | — | — | — | — | | | Option | 15,000 | — | — | 5.37 | 2027 | — | — | — | — | | | Option | 22,620 | — | — | 19.39 | 2028 | — | — | — | — | | | Option | 18,651 | — | — | 31.71 | 2029 | — | — | — | — | | | Option | 13,564 | 915 | — | 51.81 | 2030 | — | — | — | — | | | Option | 19,361 | 8,804 | — | 37.00 | 2031 | — | — | — | — | | | Option | 10,142 | 6,093 | — | 34.46 | 2031 | — | — | — | — | | | Option | 32,909 | 42,315 | — | 16.04 | 2032 | — | — | — | — | | | Option | — | 64,500 | — | 20.06 | 2033 | — | — | — | — | | | RSU(3) | — | — | — | — | — | 5,447 | 36,876 | — | — | | | RSU(4) | — | — | — | — | — | 3,193 | 21,617 | — | — | | | RSU(6) | — | — | — | — | — | 29,087 | 196,919 | — | — | | | RSU(8) | — | — | — | — | — | 37,400 | 253,198 | — | — | | | PSU(11) | — | — | — | — | — | — | — | 12,036 | 81,484 | | Pierre Caloz | Option | 46,872 | 28,128 | — | 34.46 | 2031 | — | — | — | — | | | Option | 27,973 | 35,968 | — | 16.04 | 2032 | — | — | — | — | | | Option | — | 80,600 | — | 20.06 | 2033 | — | — | — | — | | | RSU(4) | — | — | — | — | — | 8,334 | 56,421 | — | — | | | RSU(6) | — | — | — | — | — | 24,725 | 167,388 | — | — | | | RSU(8) | — | — | — | — | — | 46,700 | 316,159 | — | — | | | PSU(11) | — | — | — | — | — | — | — | 17,228 | 116,634 | | Ricardo Dolmetsch | Option | 28,433 | — | — | 38.67 | 2030 | — | — | — | — | | | Option | 15,083 | — | — | 37.00 | 2031 | — | — | — | — | | | Option | 41,246 | — | — | 16.04 | 2032 | — | — | — | — | | Richard Porter | Option | 15,465 | 12,035 | — | 36.39 | 2031 | — | — | — | — | | | Option | 8,774 | 11,286 | — | 16.04 | 2032 | — | — | — | — | | | Option | 15,990 | 26,650 | — | 14.94 | 2032 | — | — | — | — | | | Option | — | 64,500 | — | 20.06 | 2033 | — | — | — | — |

  63. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | | Option | — | 22,100 | — | 6.73 | 2033 | — | — | — | — | | | RSU(5) | — | — | — | — | — | 4,168 | 28,217 | — | — | | | RSU(6) | — | — | — | — | — | 7,754 | 52,495 | — | — | | | RSU(7) | — | — | — | — | — | 16,494 | 111,664 | — | — | | | RSU(8) | — | — | — | — | — | 37,400 | 253,198 | — | — | | | RSU(10) | — | — | — | — | — | 12,800 | 86,656 | — | — | | | PSU(11) | — | — | — | — | — | — | — | 8,260 | 55,920 | | Jeannette Potts | Option | — | 81,300 | — | 20.18 | 2033 | — | — | — | — | | | RSU(9) | — | — | — | — | — | 47,100 | 318,867 | — | — |

  64. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | (1) The option grants typically vest over four years; 25% on the anniversary of the grant date and in equal quarterly installments thereafter. |

  65. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | (2) Market values of RSU and PSU awards are based on the closing stock price of the Company on December 31, 2023 ($6.77 per Ordinary Share). |

  66. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | (3) RSU awards granted on February 25, 2021, vest in equal one-third tranches after each of one year, two years and three years after the grant date. |

  67. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | (4) RSU awards granted on June 15, 2021, vest in equal one-third tranches after each of one year, two years and three years after the grant date. |

  68. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | (5) RSU awards granted on September 14, 2021, vest in equal one-third tranches after each of one year, two years and three years after the grant date. |

  69. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | (6) RSU awards granted on February 24, 2022, vest in equal one-third tranches after each of one year, two years and three years after the grant date. |

  70. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | (7) RSU awards granted on April 29, 2022, vest in equal one-third tranches after each of one year, two years and three years after the grant date. |

  71. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | (8) RSU awards granted on February 24, 2023, vest in equal one-third tranches after each of one year, two years and three years after the grant date. |

  72. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | (9) RSU awards granted on June 13, 2023, vest in equal one-third tranches after each of one year, two years and three years after the grant date. |

  73. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | (10) RSU awards granted on October 5, 2023, vest in equal one-third tranches after each of one year, two years and three years after the grant date. |

  74. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | (11) The PSU awards were granted on December 8, 2021 and vest based on the achievement of certain specified milestones as well as a multiplier based on the Company’s total shareholder return relative to the Nasdaq biotechnology index. As of December 31, 2023, two such milestones were not achieved based on the target achievement dates specified in the initial grant, thereby limiting the vesting of the shares underlying these PSU awards to a maximum of 80% of the initial PSU grant. |

  75. GRANTS OF PLAN-BASED AWARDS FOR 2023

    GRANTS OF PLAN-BASED AWARDS FOR 2023

  76. GRANTS OF PLAN-BASED AWARDS FOR 2023

    | | | | | | | | | | All Other | All Other | | | | | | | | | | | | | stock | option | | Grant Date | | | | | Estimated Future | | | Estimated Future | | | Awards: | Awards: | | Fair Value | | | | | Payouts under | | | Payouts Under | | | Number | Number of | Exercise or | of Stock | | | | | Non-Equity Incentive | | | Equity Incentive | | | of shares | securities | Base Price | and | | | | | Plan Awards (1) | | | Plan Awards | | | of stock | underlying | of Option | Option | | Name | Award | Grant Dates | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or units ($) | Option (#) | Awards ($/sh) | Awards ($) | | Matthew Kapusta | ICU(1) | | 190,500 | 381,000 | 571,500 | — | — | — | | | | | | | Option(2) | 2/24/23 | — | — | — | — | — | — | — | 256,500 | 20.60 | 3,064,662 | | | RSU(3) | 2/24/23 | — | — | — | — | — | — | 121,500 | — | — | 2,502,900 | | Ricardo Dolmetsch | ICU(1) | | 136,500 | 273,000 | 409,500 | — | — | — | | | | | | | Option(2) | 2/24/23 | — | — | — | — | — | — | — | 80,600 | 20.60 | 963,009 | | | RSU(3) | 2/24/23 | — | — | — | — | — | — | 46,700 | — | — | 962,020 | | Christian Klemt (4) | ICU(1) | | 81,114 | 162,228 | 243,341 | — | — | — | | | | | | | Option(2) | 2/24/23 | — | — | — | — | — | — | — | 64,500 | 20.60 | 770,646 | | | RSU(3) | 2/24/23 | — | — | — | — | — | — | 37,400 | — | — | 770,440 | | Pierre Caloz (5) | ICU(1) | | 137,179 | 274,357 | 411,536 | — | — | — | | | | | | | Option(2) | 2/24/23 | — | — | — | — | — | — | — | 80,600 | 20.60 | 963,009 | | | RSU(3) | 2/24/22 | — | — | — | — | — | — | 46,700 | — | — | 962,020 | | Richard Porter (5) | ICU(1) | | 99,968 | 199,936 | 299,904 | — | — | — | | | | | | | Option(2) | 2/24/23 | — | — | — | — | — | — | -- | 64,500 | 20.60 | 770,646 | | | RSU(3) | 2/24/23 | — | — | — | — | — | — | 37,400 | — | — | 770,440 | | | Option(2) | 10/5/23 | — | — | — | — | — | — | — | 22,100 | 6.73 | 86,265 | | | RSU(3) | 10/5/23 | — | — | — | — | — | — | 12,800 | — | — | 86,144 | | Jeannette Potts | ICU(1) | | 93,000 | 186,000 | 279,000 | — | — | — | | | | | | | Option(2) | 6/13/23 | — | — | — | — | — | — | — | 81,300 | 20.18 | 951,568 | | | RSU(3) | 6/13/23 | — | — | — | — | — | — | 47,100 | — | — | 950,478 |

  77. GRANTS OF PLAN-BASED AWARDS FOR 2023

    | (1) Represents 2023 annual cash bonus granted under the Company’s Short-Term Incentive Plan. For additional information, please see “Compensation Discussion and Analysis—2023 Short-Term Incentive Plan”. |

  78. GRANTS OF PLAN-BASED AWARDS FOR 2023

    | (2) Time-vested stock options granted under the Company’s 2014 Plan. Grant date values are determined in accordance with ASC Topic 718. See “Compensation Discussion and Analysis—2023 Long-term Incentive Awards”. |

  79. GRANTS OF PLAN-BASED AWARDS FOR 2023

    | (3) Time-vested RSUs granted under the Company’s 2014 Plan. Grant date values are determined in accordance with ASC Topic 718. See “Compensation Discussion and Analysis—2023 Long-term Incentive.” |

  80. GRANTS OF PLAN-BASED AWARDS FOR 2023

    | (4) Mr. Klemt receives a salary in euros. Short-term incentive amounts were translated to dollars using an average exchange rate for the 12-month period ended December 31, 2023 of 1.08 $US/euro. |

  81. GRANTS OF PLAN-BASED AWARDS FOR 2023

    | (5) Mr. Caloz and Dr. Porter receive their salary in Swiss francs. Short-term incentive amounts were translated to dollars using an average exchange rate for the 12-month period ended December 31, 2023 of 1.11 $US/Swiss franc. |

  82. OPTION EXERCISES AND STOCK VESTED IN 2023

    OPTION EXERCISES AND STOCK VESTED IN 2023 The following table discloses information for each of our NEOs regarding the exercise of stock option awards and the vesting of certain stock awards for the 12-month period ended December 31, 2023.

  83. OPTION EXERCISES AND STOCK VESTED IN 2023

    | | Option Awards | | Stock Awards | | | Name | Number of shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Matthew Kapusta | — | — | 77,388 | 1,561,568 | | Christian Klemt | — | — | 27,972 | 559,965 | | Pierre Caloz | — | — | 23,614 | 466,018 | | Ricardo Dolmetsch | — | — | 43,723 | 654,569 | | Richard Porter | — | — | 37,488 | 474,543 | | Jeannette Potts | — | — | — | — |

  84. OPTION EXERCISES AND STOCK VESTED IN 2023

    | (1) Value realized on Vesting equals the number of Ordinary Shares vested multiplied by the closing price of our Ordinary Shares on the Nasdaq Global Select Market on the day the Ordinary Shares vested, respectively the closing price on the last trading day if such vesting occurs on a day that our Ordinary Shares are not traded on the Nasdaq Global Select Market. |

  85. Pay Versus Performance

    Pay Versus Performance The following table provides information showing the relationship during 2023, 2022 and 2021 between (1) “Compensation Actually Paid” (as defined by SEC rule) to (a) each person serving as Chief Executive Officer and (b) our other NEOs on an average basis, and (2) the Company’s financial performance. Information presented in this section will not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except as we may specifically do so otherwise.

  86. Pay Versus Performance Table

    Pay Versus Performance Table

  87. Pay Versus Performance Table

    | | | | Average | | Value of Initial Fixed $100 | | | | | | | Summary | Average | Investment Based On: | | | | | Summary | | Compensation | Compensation | | Peer Group | | | | Compensation | Compensation | Table Total | Actually Paid | Total | Total | Net (Loss) / | | | Table Total | Actually Paid | for Non- | to Non-PEO | Shareholder | Shareholder | Income | | Year | for PEO (1) | to PEO (1) (2) (3) | PEO NEOs (4) | NEOs (3) (4) (5) | Return (6) | Return (7) | ($ in millions) (8) | | 2023 | 6,584,919 | (1,396,962) | 2,668,599 | 95,398 | 9.45 | 115.42 | (308.5) | | 2022 | 5,628,174 | 6,956,368 | 2,352,186 | 2,794,041 | 31.64 | 111.27 | (126.8) | | 2021 | 5,100,101 | 1,561,702 | 2,341,941 | 1,100,648 | 28.94 | 124.89 | 329.6 | | 2020 | 4,465,377 | (7,341,891) | 2,283,388 | (599,725) | 50.42 | 125.69 | (125.0) |

  88. Pay Versus Performance Table

    | (1) Reflects compensation for our Chief Executive Officer, Mr. Kapusta, who served as our Principal Executive Officer (“PEO”) in 2020, 2021, 2022 and 2023. |

  89. Pay Versus Performance Table

    | (2) The amounts reported for Compensation Actually Paid (“CAP”) have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our PEO. The following table discloses the adjustments made to the Summary Compensation Table (“SCT”) amounts to calculate the CAP amounts. |

  90. Pay Versus Performance Table

    | | Fiscal year-ended December 31, | | | | | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Summary Compensation Table Total | 6,584,919 | 5,628,174 | 5,100,101 | 4,465,377 | | Deduction for Reported Grant Date Fair Value of Stock Awards (a) | (2,502,900) | (2,464,117) | (2,065,081) | (1,750,608) | | Deduction for Reported Grant Date Fair Value of Option Awards (a) | (3,064,662) | (2,006,170) | (2,065,074) | (1,749,294) | | Addition of fair value at year-end of equity awards granted during the year that remained outstanding and unvested | 1,549,893 | 5,696,179 | 2,114,800 | 2,255,198 | | Change in fair value at year-end versus prior year-end for awards granted in prior year that remained outstanding and unvested | (3,225,394) | 294,663 | (1,571,302) | (6,390,497) | | Change in fair value at vesting date versus prior year-end for awards granted in prior year that vested during the year | (738,818) | (192,361) | 48,258 | (4,172,067) | | Compensation Actually Paid | (1,396,962) | 6,956,368 | 1,561,702 | (7,341,891) |

  91. Pay Versus Performance Table

    | (a) Reflects the total of amounts reported in the Stock Awards and Option Awards columns of the SCT for our PEO in each of the reported years. |

  92. Pay Versus Performance Table

    | (3) Measurement date equity fair values are calculated with assumptions derived on a basis consistent with, and are not materially different from, those used for grant date fair value purposes. |

  93. Pay Versus Performance Table

    Restricted stock units are valued based on the last sale price of our stock on the Nasdaq Global Select Market on the relevant measurement date. Performance share units are valued by applying the probable or actual outcome based on performance through the measurement date, multiplied by the last sale price of our stock on the Nasdaq Global Select Market on the relevant measurement date. Options are valued using a Hull & White option pricing model with assumptions established as at the relevant measurement date.

  94. Pay Versus Performance Table

    | (4) Reflects the average compensation for the non-PEO NEOs for each respective year presented. The persons included as non-PEO NEOs in each respective year reflects the relevant individuals included in the SCT for each of the years as follows: |

  95. Pay Versus Performance Table

    2020: Alexander Kuta, Christian Klemt, Ricardo Dolmetsch, Robert Gut and Sander van Deventer; 2021: Alexander Kuta, Christian Klemt, Ricardo Dolmetsch, and Pierre Caloz; 2022: Alexander Kuta, Christian Klemt, Ricardo Dolmetsch, and Pierre Caloz; and 2023: Christian Klemt, Ricardo Dolmetsch, Pierre Caloz, Richard Porter and Jeannette Potts.

  96. Pay Versus Performance Table

    | (5) The amounts reported for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our non-PEO NEOs. The following table discloses the adjustments made to the SCT amounts to calculate the CAP amounts. |

  97. Pay Versus Performance Table

    | | Fiscal year-ended December 31, | | | | | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for non-PEO NEOs | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Summary Compensation Table Total | 2,668,599 | 2,352,186 | 2,341,941 | 2,283,388 | | Deduction for Reported Grant Date Fair Value of Stock Awards (a) | (935,117) | (877,719) | (826,032) | (973,072) | | Deduction for Reported Grant Date Fair Value of Option Awards (a) | (901,029) | (682,913) | (897,864) | (614,922) | | Addition of fair value at year-end of equity awards granted during the year that remained outstanding and unvested | 520,304 | 1,939,018 | 918,900 | 1,213,407 | | Change in fair value at year-end versus prior year-end for awards granted in prior year that remained outstanding and unvested | (932,864) | 123,475 | (425,980) | (1,718,898) | | Change in fair value at vesting date versus prior year-end for awards granted in prior year that vested during the year | (324,495) | (60,006) | (10,317) | (789,628) | | Compensation Actually Paid | 95,398 | 2,794,041 | 1,100,648 | (599,725) |

  98. Pay Versus Performance Table

    | (a) Reflects the total of amounts reported in the Stock Awards and Option Awards columns of the SCT, averaged for our non-PEO NEOs in each of the reported years. |

  99. Pay Versus Performance Table

    | (6) Total Shareholder Return (“TSR”) represents the cumulative total shareholder return of investing in our shares for the period beginning on the last trading day of 2019 through the last trading day of each of the years presented in the Pay Versus Performance Table. |

  100. Pay Versus Performance Table

    | (7) Peer Group TSR represents the cumulative total shareholder return of the NASDAQ Biotechnology Index (“NBI”) for the period beginning on the last trading day of 2019 through the last trading day of each of the years presented in the Pay Versus Performance Table. The NBI is the peer group used for purposes of Item 201(e) of Regulation S-K under the Exchange Act in our Annual Report on Form 10-K for the year ended December 31, 2023. |

  101. Pay Versus Performance Table

    | (8) Reflects Net (Loss) / Income as reported in the Company’s Annual Report on Form 10-K for the years ending December 31, 2023, 2022, 2021 and 2020. |

  102. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table Relationship Between Financial Performance Measures The illustrations below provide a graphical description of CAP (as calculated in accordance with the SEC rules) and the following measures:

  103. Narrative Disclosure to Pay Versus Performance Table

    | ● | Our cumulative TSR and Peer Group (NBI) cumulative TSR; and |

  104. Narrative Disclosure to Pay Versus Performance Table

    | ● | Our net loss. |

  105. Narrative Disclosure to Pay Versus Performance Table

    TSR amounts reported in the graph assume an initial fixed investment of $100.

  106. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control Pursuant to the terms of their respective employment agreements with the Company, each of our NEOs are eligible for potential payments and benefits in connection with a termination, including without Cause or for Good Reason, or in connection with a Change of Control. The following narrative and tables set forth the potential payments and value of additional benefit that each of our NEOs would receive in the scenarios contemplated. The tables below assume that employment terminated and/or the Change of Control occurred on December 31, 2023 and reflect the closing share price of the Company on December 29, 2023 of $6.77 per Ordinary Share. Except as otherwise provided, the following definitions apply to the potential payments upon termination. “Accrued Benefit” means, unless as otherwise noted below, (a) payment of base salary through the termination date, (b) payment of any bonus for performance periods completed prior to the termination date, (c) any payments or benefits under the Company’s benefit plans that are vested, earned or accrued prior to the termination date (including, without limitation, earned but unused vacation); and (d) payment of unreimbursed business expenses incurred by the named executive officer. “Cause” means the good faith determination by the Company, after written notice from the Board to the named executive officer that one or more of the following events has occurred and stating with reasonable specificity the actions that constitute Cause and the specific reasonable cure (related to sections (a) and (h) below): (a) the named executive officer has willfully or repeatedly failed to perform his or her material duties, and such failure has not been cured after a period of thirty (30) days’ notice; (b) any reckless or grossly negligent act by the named executive officer having the foreseeable effect of injuring the interest, business or reputation of the Company, or any of its parent, subsidiaries or affiliates in any material respect and which did in fact cause such material injury; (c) the named executive officer’s evidenced use of any illegal drug, or illegal narcotic, or excessive amounts of alcohol (as determined by the Company in its reasonable discretion) on Company property or at a function where the named executive officer is working on behalf of the Company; (d) the indictment on charges or conviction for (or the procedural equivalent or conviction for), or entering of a guilty plea or plea of no contest with respect to a felony; (e) the conviction for (or the procedural equivalent or conviction for), or entering of a guilty plea or plea of no contest with respect to a misdemeanor which, in the Board’s reasonable judgment, involves moral turpitude deceit, dishonesty or fraud, except that, in the event that the named executive officer is indicted on charges for a misdemeanor set forth above, the Board may elect, in its sole discretion, to place the named executive officer on administrative garden leave with continuation of full compensation and benefits under this Agreement during the pendency of the proceedings; (f) conduct by or at the direction of the named executive officer constituting misappropriation or embezzlement of the property of the Company, or any of its parents or affiliates (other than the occasional, customary and de minimis use of Company property for personal purposes); (g) a breach by the named executive officer of a fiduciary duty owing to the Company, including the misappropriation of (or attempted misappropriation of) a corporate opportunity or undisclosed self-dealing; (h) a material breach by the named executive officer of any material provision of this Agreement, any of the Company’s written employment policies or the named executive officer’s fiduciary duties to the Company, which breach, if curable, remains uncured for a period of thirty (30) days after receipt by the named executive officer of written notice of such breach from the Board, which notice shall contain a reasonably specific description of such breach and the specific reasonable cure requested by the Board; and (i) any breach of their respective employment agreements. “Change of Control” means any of the following: (a) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing forty (40) percent or more of the combined voting power of the Company’s then outstanding securities having the right to vote in an election of the Board (“Voting Securities”) (in such case other than as a result of an acquisition of securities directly from the Company); or (b) the date a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election; or (c) the consummation of (1) any consolidation or merger of the Company where the Shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the Company issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), or (2) any sale or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company. “Change of Control Termination” means, unless as otherwise noted below, (i) any termination by the Company of the named executive officer’s employment other than for Cause that occurs within 12 months after the Change of Control; or (ii) any resignation by the named executive officer for Good Reason that occurs within 12 months after the Change of Control. “Disability” means an incapacity by accident, illness or other circumstances which renders the named executive officer mentally or physically incapable of performing the duties and services required of him or her on a full-time basis for a period of at least 120 days. “Good Reason” means that the named executive officer has complied with the Good Reason Process (hereinafter defined) following the occurrence of any of the following events: (a) a material diminution in the named executive officer’s responsibilities, authority or duties (excluding any duties associated with any position that the named executive officer may hold at the Company); (b) a diminution in the named executive officer’s base salary, except for across-the-board salary reductions, based on the Company’s financial performance, similarly affecting all or substantially all other senior management employees of the Company, which reduction does not reduce the named executive officer’s base salary (in the aggregate with any similar reductions during the term of employment) by more than 20% from the named executive officer’s highest base salary; (c) a material change in the geographic location at which the named executive officer provides services to the Company (i.e., outside a radius of fifty (50) miles from their primary business location); or (d) the material breach of their respective employment agreements by the Company (each a “Good Reason Condition”).

  107. Potential Payments upon Termination or Change of Control

    “Good Reason Process” means that (a) the named executive officer reasonably determines in good faith that a Good Reason Condition has occurred; (b) the named executive officer notifies the Board in writing of the first occurrence of the Good Reason Condition within sixty (60) days of the first occurrence of such condition; (c) the named executive officer cooperates in good faith with the Company’s efforts, for a period not less than thirty (30) days following such notice (the “Cure Period”), to remedy the Good Reason Condition; (d) notwithstanding such efforts, the Good Reason Condition continues to exist; and (e) the named executive officer terminates the employment within sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred. Matthew Kapusta The following table discloses information about the benefits the named executive officer would receive as of December 31, 2023, at a share price of $6.77 per Ordinary Share upon termination in certain circumstances, including in the event of a change in control.

  108. Potential Payments upon Termination or Change of Control

    | | Termination without Cause or Resignation for Good Reason ($) | Termination in Connection with a Change in Control ($) | Death ($) | Disability ($) | Retirement ($) | | Compensation | | | | | | | Cash severance (1) | 635,000 | 2,032,000 | — | — | — | | Pro-rata bonus (1), (2) | 381,000 | 381,000 | 381,000 | 381,000 | — | | Long term incentive | | | | | | | Restricted share units - unvested and accelerated | 1,513,014 | 1,513,014 | — | — | — | | Performance share units - unvested and accelerated (3) | — | — | — | — | — | | Stock options - unvested and accelerated | — | — | — | — | — | | Benefits and perquisites | | | | | | | Health insurance (4) | 32,591 | 48,886 | — | — | — | | Total | 2,561,605 | 3,974,900 | 381,000 | 381,000 | — |

  109. Potential Payments upon Termination or Change of Control

    | (1) Cash severance and pro-rata bonus are paid as a lump sum, except in the case of base salary paid on termination without Cause or for Good Reason, which is paid over the course of the severance period. |

  110. Potential Payments upon Termination or Change of Control

    | (2) Pro-rata bonus amounts are based on actual 2023 annual short-term incentive payout. |

  111. Potential Payments upon Termination or Change of Control

    | (3) PSU amounts reflect actual earned awards for all completed tranches. |

  112. Potential Payments upon Termination or Change of Control

    | (4) Health insurance costs are based on individual elections for 2023. |

  113. Potential Payments upon Termination or Change of Control

    The Kapusta Employment Agreement requires us to provide compensation and/or other benefits to Mr. Kapusta during his employment and in the event of that executive’s termination of employment under certain circumstances and in the event of termination because of a change in control. Those arrangements are described in greater detail below. All severance payments and benefits described below (except for Accrued Benefits (defined below)) are conditioned upon the execution and delivery to the Company of a General Release of Claims. Other than in the event of a Change of Control Termination (defined below), pursuant to the terms of the Kapusta Employment Agreement, if the Company terminates Mr. Kapusta’s employment (or fails to renew the Kapusta Employment Agreement) without Cause or if Mr. Kapusta resigns or opts not to renew the Kapusta Employment Agreement for Good Reason, then Mr. Kapusta is entitled to Accrued Benefits (defined below), twelve months of base salary, a lump sum bonus payment, accelerated vesting of options and restricted share unit awards which remain unvested as of the termination date, accelerated vesting of performance share unit awards to the extent then earned which remain unvested as of the termination date, and the continuation of certain other benefits. If Mr. Kapusta’s employment with the Company terminates due to his death or disability, he will be entitled to Accrued Benefits and a lump sum bonus payment. In the event of a Change of Control Termination (defined below), Mr. Kapusta will be entitled in such circumstances to a lump sum payment equal to two times Mr. Kapusta’s then-current base salary to be paid no later than sixty days after the termination date, his bonus for the year of termination pro-rated based upon Mr. Kapusta’s termination date, and a lump sum representing and additional two times Mr. Kapusta’s bonus, to be paid no later than sixty days following the termination date. If Mr. Kapusta incurs excise tax liability pursuant to section 4999 of the Internal Revenue Code, as amended, he will be entitled to certain reductions in his severance payments which will have the result of providing him certain tax relief, all pursuant to the Kapusta Employment Agreement. If Mr. Kapusta’s employment with the Company is terminated voluntarily without Good Reason by Mr. Kapusta, for Cause by the Company, upon a vote of the general meeting of the Company’s Shareholders to dismiss him or upon a vote of the Board to recommend dismissal from his positions at the Company to the general meeting of the Company’s Shareholders and/or to suspend Mr. Kapusta from his positions, then Mr. Kapusta is not entitled to any severance. “Accrued Benefit” means (a) payment of base salary through the termination date, (b) payment of any bonus for performance periods completed prior to the termination date, (c) any payments or benefits under the Company’s benefit plans that are vested, earned or accrued prior to the termination date (including, without limitation, earned but unused vacation); (d) payment of unreimbursed business expenses incurred by Mr. Kapusta; and (e) rights to indemnification and directors’ and officers’ liability insurance coverage, under any agreement between the Company and Mr. Kapusta, and/or under any of the Company’s organizational documents. “Change of Control Termination” means (a) any termination by the Company of Mr. Kapusta’s employment, other than for Cause, that occurs within the period that starts ninety (90) days preceding the Change of Control and ends on the one-year anniversary of the Change in Control; or (b) any resignation by Mr. Kapusta for Good Reason, that occurs within the period that starts ninety (90) days preceding the Change of Control and ends on the one-year anniversary of the Change in Control. The foregoing descriptions of the Kapusta Employment Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreement. Christian Klemt The following table discloses information about the benefits the named executive officer would receive as of December 31, 2023, at a share price of $6.77 per Ordinary Share upon termination in certain circumstances, including in the event of a change in control.

  114. Potential Payments upon Termination or Change of Control

    | | Termination without Cause or Resignation for Good Reason ($) | Termination in Connection with a Change in Control ($) | Death ($) | Disability ($) | Retirement ($) | | Compensation | | | | | | | Cash severance | 567,796 | 851,694 | — | — | — | | Pro-rata bonus (1) | 162,228 | 162,228 | 162,228 | 162,228 | — | | Long term incentive | | | | | | | Restricted share units - unvested and accelerated | — | 508,610 | — | — | — | | Performance share units - unvested and accelerated (2) | — | — | — | — | — | | Stock options - unvested and accelerated | — | — | | | | | Total | 730,024 | 1,522,532 | 162,228 | 162,228 | — |

  115. Potential Payments upon Termination or Change of Control

    | (1) Pro-rata bonus amounts are based on actual 2023 annual short-term incentive pay-out. |

  116. Potential Payments upon Termination or Change of Control

    | (2) PSU amounts reflect actual earned awards for all completed tranches. |

  117. Potential Payments upon Termination or Change of Control

    The Klemt Employment Agreement requires us to provide compensation and/or other benefits to Mr. Klemt during his employment and in the event of executive’s termination of employment under certain circumstances and in the event of termination due to a change in control. Those arrangements are described in greater detail below. All severance payments and benefits described below (except for Accrued Benefits) are conditioned upon the execution and delivery to the Company of a General Release of Claims. Pursuant to the terms of the Klemt Employment Agreement, if Mr. Klemt’s employment is terminated due to the death or Disability of Mr. Klemt, then Mr. Klemt is entitled to Accrued Benefits. If the Company terminates Mr. Klemt’s employment without Cause or if Mr. Klemt resigns for Good Reason, then Mr. Klemt is entitled to Accrued Benefits, twelve months of base salary plus target bonus and a bonus pro-rated to the date of termination and based on the target bonus amount set by the Board (currently 40%). In the event of a Change of Control Termination then Mr. Klemt is entitled to Accrued Benefits, 18 months of base salary plus target bonus and a bonus pro-rated to the date of termination and based on the target bonus amount set by the Board (currently 40%). In the event of a termination of Mr. Klemt’s employment due to death or disability or if Mr. Klemt resigns for Good Reason or upon a Change of Control Termination, Mr. Klemt is entitled to accelerated vesting of options and performance share unit awards that remain unvested as of the termination date. Additionally, if Mr. Klemt retires, he is entitled to accelerated vesting of options granted prior to June 30, 2019. Furthermore, in the event of a Change of Control Termination, Mr. Klemt is entitled to accelerated vesting of restricted share unit awards, and, to avoid duplication of severance payments, any amount to be paid per the above will be offset by severance amounts paid pursuant to the Company’s change of control guidelines. Pierre Caloz The following table discloses information about the benefits the named executive officer would receive as of December 31, 2023, at a share price of $6.77 per Ordinary Share upon termination in certain circumstances, including in the event of a change in control.

  118. Potential Payments upon Termination or Change of Control

    | | Termination without Cause or Resignation for Good Reason ($) | Termination in Connection with a Change in Control ($) | Death ($) | Disability ($) | Retirement ($) | | Compensation | | | | | | | Cash severance | 823,071 | 1,234,607 | — | — | — | | Pro-rata bonus (1) | 274,357 | 274,357 | 274,357 | 274,357 | — | | Long term incentive | | | | | | | Restricted share units - unvested and accelerated | — | 539,968 | — | — | — | | Performance share units - unvested and accelerated (2) | — | — | — | — | — | | Stock options - unvested and accelerated | — | — | — | — | — | | Total | 1,097,428 | 2,048,932 | 274,357 | 274,357 | — |

  119. Potential Payments upon Termination or Change of Control

    | (1) Pro-rata bonus amounts are based on actual 2023 annual short-term incentive pay-out. |

  120. Potential Payments upon Termination or Change of Control

    | (2) PSU amounts reflect actual earned awards for all completed tranches. |

  121. Potential Payments upon Termination or Change of Control

    The Caloz Employment Agreement requires us to provide compensation and/or other benefits to Mr. Caloz during his employment and in the event of that executive’s termination of employment under certain circumstances and in the event of termination because of a change in control. Those arrangements are described in greater detail below. All severance payments and benefits described below (except for Accrued Benefits) are conditioned upon the execution and delivery to the Company of a General Release of Claims. Pursuant to the terms of the Caloz Employment Agreement, if Mr. Caloz’s employment is terminated due to the death or Disability of Mr. Caloz, then Mr. Caloz is entitled to Accrued Benefits. If the Company terminates Mr. Caloz’s employment without Cause or if Mr. Caloz resigns for Good Reason, then Mr. Caloz is entitled to Accrued Benefits, twelve months of base salary plus target bonus and a bonus pro-rated to the date of termination and based on the target bonus amount set by the Board (currently 50%). In the event of a Change of Control Termination then Mr. Caloz is entitled to Accrued Benefits, 18 months of base salary plus target bonus and a bonus pro-rated to the date of termination and based on the target bonus amount set by the Board (currently 50%). In the event of a termination of Mr. Caloz’s employment due to death or disability or if Mr. Caloz resigns for Good Reason or upon a Change of Control Termination, Mr. Caloz is entitled to accelerated vesting of options and performance share unit awards that remain unvested as of the termination date. Furthermore, in the event of a Change of Control Termination, Mr. Caloz is entitled to accelerated vesting of restricted share unit awards, and, to avoid duplication of severance payments, any amount to be paid per the above will be offset by severance amounts paid pursuant to the Company’s change of control guidelines. Richard Porter The following table discloses information about the benefits the named executive officer would receive as of December 31, 2023, at a share price of $6.77 per Ordinary Share upon termination in certain circumstances, including in the event of a change in control

  122. Potential Payments upon Termination or Change of Control

    | | Termination without Cause or Resignation for Good Reason ($) | Termination in Connection with a Change in Control ($) | Death ($) | Disability ($) | Retirement ($) | | Compensation | | | | | | | Cash severance | 699,777 | 1,049,666 | — | — | — | | Pro-rata bonus (1) | 199,936 | 199,936 | 199,936 | 199,936 | — | | Long term incentive | | | | | | | Restricted share units - unvested and accelerated | — | 532,230 | — | — | — | | Performance share units - unvested and accelerated (2) | — | — | — | — | — | | Stock options - unvested and accelerated | — | — | — | — | — | | Total | 899,713 | 1,781,832 | 199,936 | 199,936 | — |

  123. Potential Payments upon Termination or Change of Control

    | (1) Pro-rata bonus amounts are based on actual 2023 annual short-term incentive pay-out. |

  124. Potential Payments upon Termination or Change of Control

    | (2) PSU amounts reflect actual earned awards for all completed tranches. |

  125. Potential Payments upon Termination or Change of Control

    Jeannette Potts The following table discloses information about the benefits the named executive officer would receive as of December 31, 2023, at a share price of $6.77 per Ordinary Share upon termination in certain circumstances, including in the event of a change in control

  126. Potential Payments upon Termination or Change of Control

    | | Termination without Cause or Resignation for Good Reason ($) | Termination in Connection with a Change in Control ($) | Death ($) | Disability ($) | Retirement ($) | | Compensation | | | | | | | Cash severance | 651,000 | 976,500 | — | — | — | | Pro-rata bonus (1) | 186,000 | 186,000 | 186,000 | 186,000 | — | | Long term incentive | | | | | | | Restricted share units - unvested and accelerated | — | 318,867 | — | — | — | | Performance share units - unvested and accelerated (2) | — | — | — | — | — | | Stock options - unvested and accelerated | — | — | — | — | — | | Benefits and perquisites | | | | | | | Health insurance (3) | 34,287 | 51,431 | — | — | — | | Total | 871,287 | 1,532,798 | 186,000 | 186,000 | — |

  127. Potential Payments upon Termination or Change of Control

    | (1) Pro-rata bonus amounts under are based on actual 2023 annual short-term incentive pay-out. |

  128. Potential Payments upon Termination or Change of Control

    | (2) PSU amounts reflect actual earned awards for all completed tranches. |

  129. Potential Payments upon Termination or Change of Control

    | (3) Health insurance costs are based on individual elections for 2023. |

  130. Potential Payments upon Termination or Change of Control

    Ricardo Dolmetsch As previously announced, effective October 4, 2023, Dr. Dolmetsch, our former Chief Scientific Officer, resigned from the Company. In connection with Dr. Dolmetsch’s resignation for Good Reason, as such term is defined in the employment agreement, dated September 14, 2020, by and between Dr. Dolmetsch and uniQure, Inc., a subsidiary of the Company (the “Employment Agreement”). Dr. Dolmetsch and uniQure, Inc. entered into a letter agreement on October 4, 2023 (the “Letter Agreement”) pursuant to which, upon his separation from the Company, Dr. Dolmetsch received the severance benefits set forth in Sections 19(h)(i)(a), (ii), and (iii) of the Employment Agreement. Specifically, Dr. Dolmetsch was entitled to accrued benefits, and payment of COBRA premiums for a period of 12 months following the termination of his employment. Additionally, Dr. Dolmetsch received a lump-sum payment of approximately $1.025 million, which is equal to 12 months of base salary and target bonus, as well as a bonus pro-rated to the date of termination and based on the target bonus amount set by the Board, which is currently 50%.

  131. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  132. Overview of Director Compensation Program

    Overview of Director Compensation Program Current Director Compensation Arrangements Our Remuneration Policy provides that our Board may determine compensation paid to non-executive directors. Our Board-approved non-executive director compensation for their services on our Board is as follows:

  133. Overview of Director Compensation Program

    | ● | Each non-executive director received an annual retainer of $45,000. |

  134. Overview of Director Compensation Program

    | ● | The chair of the Board receives an annual retainer totaling $80,000 (i.e., an annual retainer of $45,000 and an additional $35,000 as the chair of the Board). |

  135. Overview of Director Compensation Program

    | ● | Each non-executive director who serves as a member of a committee of our Board receives additional compensation as follows: |

  136. Overview of Director Compensation Program

    | ● | Audit Committee: members receive an annual retainer of $10,000; the chair receives an annual retainer of $20,000. |

  137. Overview of Director Compensation Program

    | ● | Compensation Committee: members receive an annual retainer of $7,500; the chair receives an annual retainer of $15,000. |

  138. Overview of Director Compensation Program

    | ● | Nominating and Corporate Governance Committee: members receive an annual retainer of $5,000; the chair receives an annual retainer of $10,000. |

  139. Overview of Director Compensation Program

    | ● | Research & Development Committee: members receive an annual retainer of $7,500; the chair receives an annual retainer of $15,000. |

  140. Overview of Director Compensation Program

    | ● | Each non-executive director receives an annual equity grant with a value consisting of one-half options and one-half RSUs with a one-year vesting period for each. |

  141. Overview of Director Compensation Program

    The size of the annual equity grant is determined by reference to our peer group companies. In reviewing Board of Director compensation, the Compensation Committee’s independent consultant provides an analysis of cash and equity compensation practices and levels within the same compensation peer group used for the NEOs. To remain in line with the practice of peer companies, for 2023 it was determined that directors would receive an equity award of a fixed number of shares provided that the value of the shares remained within a reasonable range. As a result, the value of the uniQure award will be consistent with our peers who predominantly use fixed share awards. Because such awards can vary in value from year-to-year, the Board will assess the grants to ensure they remain within a reasonable range. Each annual retainer for Board and committee service is payable semi-annually. Each member of our Board is also entitled to be reimbursed for reasonable travel and other expenses incurred in connection with attending meetings of the Board and any committee of the Board on which she or he serves.

  142. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table summarizes the annual compensation paid to those persons who served as our non-executive directors during the fiscal year ended December 31, 2023. Option Awards and Restricted Stock Unit Awards reflected in the table below are based on the fair value of such awards as of the grant date. From the time of the grant date in June 2023 to the end of the fiscal year ended December 31, 2023, the Company’s ordinary share price decreased from $20.18 per share to $6.77 per share. This share price decrease has resulted in the stock option grants having exercise prices that are higher than the ordinary share price at year end 2023 and the value of the restricted stock decreasing by over 65% over the same period.

  143. DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned ($) | Option Awards ($) (1) | Restricted Stock Unit Awards ($) (1) | Total ($) | | Robert Gut | 50,267 | 179,130 | 175,566 | 404,963 | | Jack Kaye | 70,267 | 179,130 | 175,566 | 424,963 | | Madhavan Balachandran | 57,767 | 179,130 | 175,566 | 412,463 | | Jeremy Springhorn | 70,267 | 179,130 | 175,566 | 424,963 | | Paula Soteropoulos | 55,267 | 179,130 | 175,566 | 409,963 | | David Meek | 90,267 | 179,130 | 175,566 | 444,963 | | Leonard Post | 57,767 | 179,130 | 175,566 | 412,463 | | Rachelle Jacques | 52,767 | 179,130 | 175,566 | 407,463 |

  144. DIRECTOR COMPENSATION TABLE

    | (1) The value of stock awards and stock options as reported in their respective columns is calculated using the grant date accounting fair value determined in accordance with Accounting Standards Codification 718, Compensation-Stock Compensation (“ASC 718”). |

  145. DIRECTOR COMPENSATION TABLE

    The following table sets forth information relating to the aggregate number of RSUs and stock options outstanding on December 31, 2023 for each of our non-executive directors.

  146. DIRECTOR COMPENSATION TABLE

    | Name | Award Type | Aggregate Number of Awards Outstanding (#) (1) | | Jack Kaye | Option | 77,927 | | | RSU | 8,700 | | Paula Soteropoulos | Option | 61,927 | | | RSU | 8,700 | | Madhavan Balachandran | Option | 66,927 | | | RSU | 8,700 | | Jeremy Springhorn | Option | 66,927 | | | RSU | 8,700 | | David Meek | Option | 60,537 | | | RSU | 8,700 | | Robert Gut | Option | 133,343 | | | RSU | 8,700 | | Leonard Post | Option | 51,622 | | | RSU | 8,700 | | Rachelle Jacques | Option | 47,515 | | | RSU | 8,700 |

  147. DIRECTOR COMPENSATION TABLE

    | (1) This table includes unexercised option awards (whether or not exercisable) and unvested stock awards (including unvested stock units). |