DEF 14A of Bicycle Therapeutics PLC, Apr 23, 2025

DEF 14A of Bicycle Therapeutics PLC

Filed Apr 23, 2025 · FY20240001558370-25-005258

Open on EDGAR

  1. What are the voting recommendations of our Board regarding the election of directors and other proposals?

    What are the voting recommendations of our Board regarding the election of directors and other proposals? The following table summarizes the items that will be brought for a vote of our shareholders at the AGM, along with the Board’s voting recommendations.

  2. What are the voting recommendations of our Board regarding the election of directors and other proposals?

    | Proposal | Description of Proposal | Board’s Recommendation | | 1 | To re-elect Alessandro Riva as a director. | FOR | | 2 | To re-elect Stephen Sands as a director. | FOR | | 3 | To approve, on advisory basis, the compensation of our named executive officers. | FOR | | 4 | To ratify the appointment of PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.S. independent registered public accounting firm for the year ending December 31, 2025. | FOR | | 5 | To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.K. statutory auditors, to hold office until the conclusion of the next annual general meeting of shareholders. | FOR | | 6 | To authorize the Audit Committee to determine our U.K. statutory auditors’ remuneration for the year ending December 31, 2025. | FOR | | 7 | To receive and adopt our U.K. statutory annual accounts and reports for the year ended December 31, 2024. | FOR | | 8 | To approve our director’s remuneration report for the year ended December 31, 2024, which is set forth in Annex A to this proxy statement. | FOR | | 9 | To approve an amendment to our Amended and Restated 2020 Equity Incentive Plan, which amendment is set forth as Annex C to this proxy statement. | FOR |

  3. RE-ELECTION OF DIRECTORS

    RE-ELECTION OF DIRECTORS Our Board of Directors currently consists of nine directors. Our Articles of Association divides our Board into three classes, Class I, Class II and Class III, each of which will consist, as nearly as possible, of one-third of the total number of directors constituting our entire board and which will serve staggered three-year terms. The classes are comprised as follows:

  4. RE-ELECTION OF DIRECTORS

    | ● | Class I directors: Felix Baker, Janice Bourque and Sir Gregory Winter, whose current terms will expire at the 2026 annual general meeting of shareholders; |

  5. RE-ELECTION OF DIRECTORS

    | ● | Class II directors: Kevin Lee and Jose-Carlos Gutierrez-Ramos, whose current terms will expire at the 2027 annual general meeting of shareholders; and |

  6. RE-ELECTION OF DIRECTORS

    | ● | Class III directors: Alessandro Riva and Stephen Sands, whose terms will expire at the AGM. |

  7. RE-ELECTION OF DIRECTORS

    Acting upon the recommendation of our Nominating and Corporate Governance Committee, our Board nominated Alessandro Riva and Stephen Sands for re-election as Class III directors. Pierre Legault and Richard Kender, Class III directors whose current terms will expire immediately following the AGM, have each decided not to stand for reelection. No other nominees for directors have been presented. If elected, the nominees will hold office from the date of re-election until the 2028 annual general meeting of shareholders, and until his successor is elected and has been qualified, or until his earlier death, resignation or removal. Immediately following the AGM, the Board will consist of seven directors. In connection with proposals 1 and 2, we set forth the biographical information for the nominees to our Board. For biographical information for the other directors, see the section of this proxy statement titled “Board of Directors and Corporate Governance.”

  8. Board of Directors

    Board of Directors Set forth below is a list of our directors and their ages as of the date of this proxy statement.

  9. Board of Directors

    | Name | Age | Position | | Continuing Directors | | | | Kevin Lee, Ph.D., MBA | 56 | Chief Executive Officer and Executive Director | | Felix J. Baker, Ph.D.(1) | 56 | Non‑Executive Director | | Janice Bourque, MBA | 68 | Non‑Executive Director | | Jose-Carlos Gutierrez-Ramos, Ph.D. | 62 | Non‑Executive Director | | Alessandro Riva, M.D. | 64 | Non-Executive Director | | Stephen Sands, MBA | 68 | Non‑Executive Director | | Sir Gregory Winter, FRS | 74 | Non‑Executive Director | | Retiring Directors | | | | Pierre Legault, MBA, CPA(1) | 64 | Director and Non‑Executive Chairman | | Richard Kender, MBA(1) | 69 | Non‑Executive Director |

  10. Board of Directors

    | (1) Mr. Legault and Mr. Kender have each decided not to stand for reelection and their current terms will expire immediately following the AGM. Effective immediately following the AGM, Dr. Baker will serve as the Non-Executive Chairman of the Board. |

  11. Board of Directors

    Biographical information for our continuing directors, including each such individual’s principal occupation, business experience and education, and an explanation of the qualifications, skills and experiences that we believe are relevant to such individual’s service on our Board, are set forth below. Dr. Riva’s and Mr. Sands’ biographies are set forth above in Proposals 1 and 2, respectively. Kevin Lee, Ph.D., MBA has served as our Chief Executive Officer and a member of our Board since September 2015. From April 2012 to September 2015, Dr. Lee serviced as Senior Vice President and Chief Scientific Officer of the Rare Disease Research Unit at Pfizer Inc. Prior to that, Dr. Lee worked at GlaxoSmithKline plc, where in addition to leading the formation of multiple strategic commercial and academic partnerships, he led epigenetics research and was responsible for the creation of the EpiNova Discovery Performance Unit. Before joining GlaxoSmithKline, Dr. Lee was a lecturer at Warwick University Medical School and founded Cambridge Biotechnology Ltd, which specialized in developing small molecule and peptide therapeutics for inflammation and metabolic diseases before its trade sale to Biovitrum in 2005 and Neurosolutions (now Oncosil Medical Ltd ASX). Dr. Lee currently serves as a non-executive director at the private biotechnology companies Alchemab Ltd., a position he has held since June 2021, and Macomics Ltd., a position he has held since July 2023. Dr. Lee received a BPharm from Nottingham University and a Ph.D. in pharmacology from Cambridge University. Dr. Lee has an MBA from Warwick Business School. We believe that Dr. Lee is qualified to serve on our Board based on his extensive leadership, executive, managerial, business and pharmaceutical and biotechnology company experience, along with his years of industry experience in the development and commercialization of pharmaceutical products. Felix J. Baker, Ph.D. has served as a member of our Board since April 2024. Dr. Baker is a Managing Member of Baker Bros. Advisors LP, a biotechnology-focused investment adviser to fund partnerships whose investors are primarily endowments and foundations, which Dr. Baker founded, together with his brother Julian Baker, in 2000. Dr. Baker also serves on the boards of the publicly traded biotechnology or pharmaceutical companies Kodiak Sciences, Inc. (since September 2015), Kiniksa Pharmaceuticals International, plc (since October 2015), IGM Biosciences, Inc. (since January 2021) and Kymera Therapeutics, Inc. (since March 2024). Dr. Baker also served on the board of Seagen, Inc., from July 2003 until its acquisition in December 2023 by Pfizer, Inc. He also previously served on the boards of the publicly traded biotechnology companies Alexion Pharmaceuticals, Inc. (from June 2015 to February 2021) and Talis Biomedical Corporation (from July 2013 until March 2023). Dr. Baker holds a B.S. and a Ph.D. in Immunology from Stanford University, where he also completed two years of medical school. We believe Dr. Baker is qualified to serve on our Board based on his extensive experience in the biotechnology industry and experience working with and serving on the boards of directors of numerous biotechnology and pharmaceutical companies. Janice Bourque, MBA has served as a member of our Board since July 2019. Ms. Bourque is a Managing Director in Hercules Capital’s life sciences group and has more than 30 years of life science experience and a focus on emerging growth stage companies. Previously, Ms. Bourque has consulted for Commons Capital, served as Senior Vice President and Group Head, Life Sciences at Comerica Bank and was President and Chief Executive Officer of the Massachusetts Biotechnology Council. Ms. Bourque currently serves on the board of directors of The Village Bank. Ms. Bourque also previously served on the board of directors of the publicly traded biopharmaceutical company Poxel SA from January 2016 to March 2023. She holds a B.S. in veterinary science and an MBA in finance and accounting from the University of New Hampshire. We believe that Ms. Bourque is qualified to serve on our Board based on her extensive experience as a senior executive and board member in the life sciences sector. Jose-Carlos Gutierrez-Ramos, Ph.D. has served as a director since March 2021. Since January 2021, Dr. Gutierrez-Ramos has served as the Chief Science Officer at Danaher Corporation, a publicly traded science and technology company. Prior to that, Dr. Gutierrez-Ramos was the Global Head of Global Drug Discovery at AbbVie, Inc., a publicly traded biopharmaceutical company, from February 2020 to January 2021. From June 2018 to February 2020, he was the Chief Executive Officer and President of Repertoire Immune Medicine Inc., a biotechnology company. From 2015 to May 2018, he served as Chief Executive Officer and president of Synlogic, Inc., a biotechnology company. Earlier in his career, Dr. Gutierrez-Ramos held positions at Pfizer Inc., GlaxoSmithKline plc, and Millennium Pharmaceuticals, Inc. Dr. Gutierrez-Ramos received a B.S. from Universidad Complutense de Madrid and his Ph.D. in immunochemistry from the Universidad Autonoma de Madrid. We believe that Dr. Gutierrez-Ramos is qualified to serve on our Board based on his executive experience at pharmaceutical and biotechnology companies, as well as his prior experience with our company based on his service on our Scientific Advisory Board from 2017 to 2019. Sir Gregory Winter, FRS is our Co-Founder and has served on our Board since our inception. Sir Gregory was a member of staff of the Medical Research Council Laboratory of Molecular Biology (LMB) in Cambridge, U.K. from 1981 to 2012, serving as both Deputy and Acting Director. He is currently a Fellow of Trinity College, Cambridge and was previously the Master of Trinity College, Cambridge from October 2012 to June 2019. Sir Gregory also serves as a consultant to biotechnology companies, and he is a Science Partner of Ahren Innovation Capital. He is a Fellow of the Royal Society and was knighted in 2004 for services to science. In 2018, Sir Gregory was awarded a Nobel Prize in Chemistry for his work in developing phage display for the directed evolution of antibodies and peptides to produce new medicines. He was a founder and non-executive director of the biotechnology companies Cambridge Antibody Technology (acquired by AstraZeneca in 2006) and Domantis Ltd. (acquired by GlaxoSmithKline in 2006). We believe that Sir Gregory is qualified to serve on our Board based on his extensive research experience, knowledge of antibody medicines and academic achievements and his experience in the biotechnology industry.

  12. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy We maintain our Non-Employee Director Compensation Policy in order to attract and retain non-employee directors who have the knowledge, skills and experience to serve as a member of our Board. Our non-employee directors are compensated through equity awards and the payment of cash fees, as described below. All equity awards granted in accordance with this policy shall be granted under our then-current equity incentive plan (or director equity incentive plan, if any). Directors who are employed by us will receive no additional compensation for their service as directors.

  13. Director Compensation

    Director Compensation The following table sets forth information regarding the compensation earned for service on the Board by our non-employee directors during the year ended December 31, 2024. The compensation for Dr. Lee as an executive officer is set forth in the section of this proxy statement titled Executive Compensation—Summary Compensation Table.

  14. Director Compensation

    | | Fees Earned or | Option | Stock | All Other | | | | Paid in Cash | Awards | Awards | Compensation | Total | | Name | ($) | ($)(1)(2) | ($)(1)(3) | ($) | ($) | | Felix J. Baker, Ph.D.(4) | 44,005 | 352,472 | 261,840 | — | 658,317 | | Janice Bourque, MBA | 80,716 | 152,323 | 108,480 | 1,917(9) | 343,436 | | Jose-Carlos Gutierrez-Ramos, Ph.D. | 79,455 | 152,323 | 108,480 | 1,917(9) | 342,175 | | Veronica Jordan, Ph.D.(5) | 22,875 | 152,323 | 108,480 | 1,917(9) | 285,595 | | Richard Kender, MBA | 111,875 | 152,323 | 108,480 | 1,917(9) | 374,595 | | Pierre Legault, MBA, CPA | 39,789 | 304,645 | 216,960 | 345,220(10) | 906,614 | | Alessandro Riva, M.D.(6) | — | — | — | — | — | | Stephen Sands, MBA(7) | 80,793 | 361,131 | 270,000 | — | 711,924 | | Sir Gregory Winter, FRS | 65,000(8) | 152,323 | 108,480 | 1,917(9) | 327,720 |

  15. Director Compensation

    | (1) The amounts reported in these columns reflect the aggregate grant date fair value of the option awards and RSUs to our directors as computed in accordance with Accounting Standards Codification Topic 718 (“ASC 718”). See Note 8 to our Consolidated Financial Statements in our Annual Report on Form 10-K filed with the SEC on February 25, 2025 for a discussion of assumptions made by us in determining the aggregate grant date fair value of our option awards and stock awards. Note that the amounts reported in these columns do not reflect the actual economic value that may be realized by the directors. |

  16. Director Compensation

    | (2) The following table provides information regarding the aggregate number of option awards granted to our non-employee directors that were outstanding as of December 31, 2024: |

  17. Director Compensation

    | | Options | | | Outstanding | | Name | (#) | | Felix J. Baker, Ph.D. | 24,000 | | Janice Bourque, MBA | 100,500 | | Jose-Carlos Gutierrez-Ramos, Ph.D. | 65,500 | | Veronica Jordan, Ph.D. | 100,500 | | Richard Kender, MBA | 100,500 | | Pierre Legault, MBA, CPA | 277,139 | | Alessandro Riva, M.D. | — | | Stephen Sands, MBA | 24,000 | | Sir Gregory Winter, FRS | 68,500 |

  18. Director Compensation

    | (3) The following table provides information regarding the aggregate number of RSUs granted to our non-employee directors that were outstanding as of December 31, 2024: |

  19. Director Compensation

    | | RSUs | | | Outstanding | | Name | (#) | | Felix J. Baker, Ph.D. | 12,000 | | Janice Bourque, MBA | 6,000 | | Jose-Carlos Gutierrez-Ramos, Ph.D. | 6,000 | | Veronica Jordan, Ph.D. | 6,000 | | Richard Kender, MBA | 6,000 | | Pierre Legault, MBA, CPA | 12,000 | | Alessandro Riva, M.D. | — | | Stephen Sands, MBA | 12,000 | | Sir Gregory Winter, FRS | 6,000 |

  20. Director Compensation

    | (4) Dr. Baker was appointed to the Board effective April 18, 2024. |

  21. Director Compensation

    | (5) Dr. Jordan resigned from the Board, effective as of the close of business on April 17, 2024. Dr. Jordan continues to serve as a consultant pursuant to a consulting agreement, for which she receives compensation of £12,000 or equivalent in local currency per year and any outstanding equity awards held by Dr. Jordan continue to vest in accordance with their terms during the term of such consultancy. |

  22. Director Compensation

    | (6) Dr. Riva was appointed to the Board effective March 25, 2025, and as such did not receive any compensation for the year ended December 31, 2024. |

  23. Director Compensation

    | (7) Mr. Sands was appointed to the Board effective February 20, 2024. |

  24. Director Compensation

    | (8) Paid in GBP and converted at the following exchange rate: 1 GBP = $1.2433 USD. |

  25. Director Compensation

    | (9) Amounts represent fees paid for tax return preparation services. |

  26. Director Compensation

    | (10) Amount represents fees paid pursuant to a consulting agreement between us and an entity affiliated with Mr. Legault in connection with services Mr. Legault provides to us as well as fees paid for tax return preparation services. For additional information, see the section titled “Transactions with Related Persons—Certain Related Party Transactions—Consulting Agreement with Stone Atlanta Estates LLC.” |

  27. Executive Compensation Philosophy and Objectives

    | ● | attract and retain superior individuals to serve as our executive officers using market competitive compensation that is variable and “at risk”; |

  28. Executive Compensation Philosophy and Objectives

    | ● | provide incentives that motivate and reward the achievement of performance goals that directly correlate to the execution of our strategy and the enhancement of shareholder value, as well as to facilitate executive retention; and |

  29. Executive Compensation Philosophy and Objectives

    | ● | align executives’ interests with those of shareholders through long-term incentives linked to achievement of multiyear strategic goals. |

  30. Components of Our 2024 Executive Compensation Program

    Components of Our 2024 Executive Compensation Program Our executive compensation program generally consists of, and is intended to strike a balance among, the following three principal components: base salary, annual performance-based cash compensation and long-term equity incentives. We also provide our executive officers with severance and change-in-control benefits, as well as other benefits available to all our employees, including retirement benefits under our tax-qualified U.S. 401(k) plan and U.K. personal pension plan as well as participation in other employee benefit plans. The following chart summarizes the three main elements of compensation, their objectives and key features.

  31. Components of Our 2024 Executive Compensation Program

    | Element | Description | Objectives | | Annual Base Salary | • Fixed cash compensation. • Determined based on each executive officer's skill set, experience, role and responsibilities and comparable market data. | • Base salaries provide stable compensation to executive officers, allowing us to attract and retain skilled executive talent and maintain a stable leadership team. | | Short-Term Incentives: Annual Performance-Based Cash Compensation | • Variable cash compensation based upon attainment of pre-determined performance targets, including corporate performance goals and individual performance objectives. | • Promotes and rewards the achievement of key annual strategic, business and operational goals. | | Long-Term Incentives: Equity-Based Incentive Awards | • Variable equity-based compensation • Share options: Time-based or service-based right to purchase shares at a price equal to the share price on the grant date. • RSUs: Restricted share units that are time-based. | • Motivates and rewards executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to shareholders, as well as to attract and retain executive officers. |

  32. Compensation Governance and Responsibilities

    | What We Do | | What We Don't Do | | | ✔ | Pay for Performance: The majority of total executive compensation is variable and at-risk. | ✘ | No Guaranteed Compensation: Employment arrangements with our NEOs do not provide any guarantees relating to base salary increases or the amounts of any annual cash incentive awards or long-term equity awards. | | ✔ | Balance Short- and Long-Term Compensation: The allocation of incentives among annual cash incentives and long-term equity incentives does not over-emphasize short-term performance at the expense of achieving long-term goals. | ✘ | No Excessive Perks or Excise Tax Gross Ups: NEOs do not receive excessive perquisites, and excise tax gross ups are not provided. | | ✔ | Combination of Balanced Performance Metrics: A diverse set of milestone performance metrics are utilized in our annual performance-based cash compensation plan to ensure that no single measure affects compensation disproportionately. | ✘ | No Excise Tax Gross Ups on Severance Payments: We do not provide any excise tax gross ups in connection with severance paid upon termination without cause or relating to a change in control transaction. | | ✔ | Compensation Risk Assessment: Comprehensive annual review of the structure of our executive compensation program to minimize the likelihood of inappropriate risk-taking by our executive officers. | ✘ | No Share Options Below Fair Market Value: We do not grant share options with an exercise price below fair market value. | | ✔ | Double Trigger Severance Change-in-Control Provisions: Severance arrangements with each NEO provides certain cash benefits if there is both a change in control and an involuntary employment termination (a "double trigger"); not solely a change in control. | ✘ | No Hedging or Pledging of Company Securities: NEOs are prohibited from engaging in hedging, pledging or short sale transactions in Company securities. | | ✔ | Peer Data: Comprehensive annual review of a peer group of companies to ensure the appropriate peer group is considered when making executive compensation decisions. | ✘ | No Special Retirement Benefits: NEOs receive the same retirement benefits as our other employees. | | ✔ | Independent Compensation Consultant: An independent compensation consultant provides information and advice for use in Compensation Committee decision-making. | ✘ | No Dividends on Unvested Equity: Our equity plan provides that no dividends or equivalents may be paid on unvested equity awards. | | ✔ | Clawback Policy: We maintain a clawback policy compliant with SEC and Nasdaq rules. | | | | ✔ | Share Ownership Guidelines: We require minimum NEO share ownership, further aligning interest with shareholders. | | | | ✔ | Annual Say-on-Pay Vote: We give shareholders an annual advisory vote on executive compensation. | | |

  33. Role of the Independent Compensation Consultant

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

  34. Consideration of Comparative Market Data

    Consideration of Comparative Market Data The Compensation Committee believes that obtaining relevant market and benchmark data is important to making determinations about executive compensation. This information provides a solid reference point for making decisions and very helpful context, even though we have differences and unique aspects relative to other companies. With Aon’s assistance and input, the Compensation Committee annually adopts a peer group of companies that it uses as a reference to provide a broad perspective on competitive pay levels and practices of companies against which we may compete for executive talent. The Compensation Committee reviews and approves the companies in the peer group that are used to evaluate competitive market compensation. In doing so, the Compensation Committee seeks to approve a peer group that is representative of the sector in which we operate by including companies within appropriate ranges of defined characteristics such as revenue, market capitalization and stage of development, that have readily available information. In September 2023, the Compensation Committee determined that our peer group for determining the compensation of our NEOs in 2024 would consist of Phase II to early commercial biopharmaceutical/biotechnology companies, with a preference toward companies focused on oncology. In general, the selection criteria consisted of the following:

  35. Consideration of Comparative Market Data

    | ● | market capitalizations between one-third to three times our market capitalization, |

  36. Consideration of Comparative Market Data

    | ● | annual revenues less than $150 million, |

  37. Consideration of Comparative Market Data

    | ● | one-third to three times the number of our employees, and |

  38. Consideration of Comparative Market Data

    | ● | companies that went public within five years of this peer group determination. |

  39. Consideration of Comparative Market Data

    Based on these criteria, the peer group for setting 2024 compensation consisted of the following 19 companies:

  40. Consideration of Comparative Market Data

    | Agios Pharmaceuticals, Inc. (AGIO) | ImmunoGen, Inc. (IMGN) | SpringWorks Therapeutics, Inc. (SWTX) | | Arcus Biosciences, Inc. (RCUS) | Intellia Therapeutics, Inc. (NTLA) | Syndax Pharmaceuticals, Inc. (SNDX) | | Arvinas, Inc. (ARVN) | Ionis Pharmaceuticals, Inc. (IONS) | TG Therapeutics, Inc. (TGTX) | | Beam Therapeutics, Inc. (BEAM) | Karuna Therapeutics, Inc. (KRTX) | Xencor, Inc. (XNCR) | | Blueprint Medicines Corporation (BPMC) | Revance Therapeutics, Inc. (RVNC) | Zentalis Pharmaceuticals, Inc. (ZNTL) | | Cogent Biosciences, Inc. (COGT) | Rhythm Pharmaceuticals, Inc. (RYTM) | | | Deciphera Pharmaceuticals, Inc. (DCPH) | Sage Therapeutics, Inc. (SAGE) | |

  41. Consideration of Comparative Market Data

    The Compensation Committee utilizes the compensation of executive officers of the companies in this peer group data as one reference point along with various other factors, such as the individual’s performance, experience and competitive market conditions. Additionally, when establishing the 2024 compensation levels for our NEOs, the Compensation Committee, upon recommendation from Aon, supplemented the 2024 peer group long-term incentive market data with data derived from the Radford 2023 Global Life Science Survey for public pre-commercial biopharmaceutical companies. This survey data was used to obtain a general understanding of the compensation practices of companies similar to ours at the time. The Compensation Committee believes that the compensation practices of our peer group provided us with appropriate compensation reference points and comparisons for evaluating and determining the compensation of our NEOs during 2024.

  42. CEO and NEO Pay Mix

    CEO and NEO Pay Mix Executive compensation is linked strongly to the performance of the business, with a majority of annual target compensation being variable and at-risk. In 2024, 84% of the total target compensation for our CEO was at-risk, and 74% of the total target compensation for all other NEOs was at-risk, each shown in the graphics below. The Compensation Committee considers compensation to be at-risk if it is subject to performance-based payment or vesting conditions or if its value depends on share price appreciation. Though the Compensation Committee has not adopted any formal or informal policies or guidelines specifying the allocation of compensation between annual base salary, annual performance-based cash compensation and long-term incentive compensation, consistent with our “pay-for-performance” philosophy, the Compensation Committee determined that NEO compensation packages must include an emphasis on and substantial portion of variable, at-risk compensation while ensuring adequate base salary to attract and retain talent. The following graphics illustrate our emphasis on variable, at-risk compensation and long-term incentives. The percentages of total target compensation as calculated above are based on the 2024 base salary, the 2024 annual performance-based cash incentive compensation opportunity (assuming achievement at the target level), and the grant date fair value of the equity grants in 2024.

  43. Annual Performance-Based Cash Compensation

    Annual Performance-Based Cash Compensation The Senior Executive Cash Incentive Bonus Plan (the “Bonus Plan”) for executive officers is a cash-based plan that rewards NEOs for the achievement of key short-term objectives. The structure of the Bonus Plan incentivizes NEOs to achieve research, clinical, operational, and organizational results that the Compensation Committee views as critical to the execution of our business strategy. For our NEOs, the amount of the annual payout, if any, under the Bonus Plan is based on achievement against two categories: Corporate Performance and Personal Performance. The annual cash bonus payments are determined in accordance with the following payout formula: (Target Opportunity) x (Company Performance %) x (Personal Performance %). Target Opportunity. The Compensation Committee determines the target cash incentive opportunity available to each NEO by taking the individual’s annual base salary, or if there was a change in base salary due to promotions or in the case of a new hire, the salary paid during the year (“Eligible Salary”) and multiplying it by the individual’s target incentive percentage. Among other factors, the target incentive percentages are determined with reference to the peer group company percentages of salary and the proportion of total direct compensation represented by the annual cash incentive. For 2024, our NEOs had the following annual performance-based cash compensation targets:

  44. Annual Performance-Based Cash Compensation

    | | 2024 Target Annual Bonus Opportunity | | NEO | as a % of Base Salary | | Kevin Lee, Ph.D., MBA | 65% | | Alethia Young | 50% | | Alistair Milnes | 50% | | Santiago Arroyo, M.D., Ph.D. | 50% | | Michael Hannay, D.Sc. | 45% |

  45. Annual Performance-Based Cash Compensation

    Corporate Performance Goals. As a pre-commercial pharmaceutical company, we do not have product revenue or profits at this stage and the Compensation Committee’s view is that our success is best measured by achievement of research and development milestones and other key strategic and operational goals. Thus, the Bonus Plan is designed to directly tie our executive’s pay outcomes to achievement of these key goals, while providing the Compensation Committee with the ability to exercise its best judgment in determining the overall level of corporate and personal achievement. The Compensation Committee formulated the goals after obtaining input from our executive officers regarding the annual operating plan, expected research and development advancements and related risks. Based on this information, the Compensation Committee established the performance-based metrics and targets for the Bonus Plan with goals that it considered rigorous and challenging and that took into account the relevant risks and opportunities. The 2024 corporate goals were weighted based on the importance to the business and value they provide to shareholders. The Compensation Committee also established stretch goals to incentivize the achievement of specified additional objectives, consistent with our pay for performance compensation philosophy. The performance objectives and the weight attributable to each goal were approved by our Board in the first quarter of 2024, based upon the recommendation of the Compensation Committee. A summary of the corporate goals, relative weightings, and level of achievement for 2024 is set forth in the table below:

  46. Annual Performance-Based Cash Compensation

    | Category | | Goals | | Stretch Goal | Weighting | Assessment of Achievement | Weighted Performance | | Clinical, Research & Development and Collaborations | • | Progress zelenectide pevedotin Duravelo-1 and Duravelo-2 studies through clinical trials and progress supporting and market assessment activities. | • | Preliminary analysis, activated sites, enrollment, adjacent mono or combination studies. | 77.5% | 112% | 87% | | | • | Initiate expansion and development plans for BT5528. | | | | | | | | • | Complete next steps for BT7480 clinical trials. | | | | | | | | • | Advance key discovery goals for programs. | | | | | | | | • | Deliver on collaboration goals. | | | | | | | Corporate and Business Development | • | Implement all aspects of corporate objectives and maintain financial strength through equity financing, including raising at least $100 million in equity financing and if needed, generate non-dilutive financing from collaboration deals and external partnerships. | • | Raise more than $200 million. | 22.5% | 124% | 28% | | Total | | | | | 100% | | 115% |

  47. Annual Performance-Based Cash Compensation

    Company Performance. At the end of each fiscal year, the Compensation Committee, with input from our CEO, review the defined goals and stretch goals and related weightings. If achievement is below the established threshold level of corporate performance, the Compensation Committee sets the baseline payout for that metric at 0% in order to motivate performance and underscore the importance of achieving the objectives at this critical time in our development. If we achieve the particular objective, the Compensation Committee will authorize a payout of up to 100% of the portion of the overall opportunity allocated to that element; if we exceed the objective by achieving certain stretch goals, the Compensation Committee may, in its discretion, authorize a higher payout for that objective, but the payout will not exceed 150% of an executive’s overall target incentive. Although actual performance relative to pre-established goals is the primary driver, the Compensation Committee retains discretion to consider partial achievement of an objective, ranging between 0% and 100%, if the objective is impacted due to circumstances that may be outside of the control of management, changes as a result of strategic decisions made by the Board of Directors, or is achieved later than a designated time period. 2024 Achievement of Corporate Goals. In December 2024, the Compensation Committee met to consider how we had performed against the pre-established corporate performance goals. While the Compensation Committee considered management’s views regarding our 2024 achievements, the Compensation Committee made an independent determination regarding our corporate performance. Based on this assessment and the translation to a weighted performance percentage, the Compensation Committee recommended and the Board determined that our performance exceeded the 2024 corporate performance goals and that our level of achievement was 115%. The level of achievement of corporate performance was based on the achievement of the following clinical, research and development and collaborations goals during 2024:

  48. Annual Performance-Based Cash Compensation

    | ● | Initiation of the Phase II/III Duravelo-2 registrational trial for zelenectide pevedotin in metastatic urothelial cancer (“mUC”). The trial commenced recruiting patients in the first quarter of 2024. |

  49. Annual Performance-Based Cash Compensation

    | ● | Updated results from the ongoing Phase I/II clinical trial evaluating zelenectide pevedotin as a monotherapy data in mUC showed a promising 45% overall response rate (“ORR”), 11.1 months median duration of response and a generally well-tolerated safety profile. |

  50. Annual Performance-Based Cash Compensation

    | ● | Updated results from the ongoing Phase I/II clinical trial evaluating BT5528 as a monotherapy for patients with advanced solid tumors demonstrated an emerging differentiated safety profile and antitumor activity, including a 45% ORR in mUC patients enrolled in the dose expansion cohort receiving 6.5mg/m(2) every two weeks. |

  51. Annual Performance-Based Cash Compensation

    | ● | An analysis of BTC clinical data showed relatively low frequency and severity of treatment-related peripheral neuropathy following monotherapy in patients receiving either zelenectide pevedotin or BT5528. |

  52. Annual Performance-Based Cash Compensation

    | ● | Initial data in the ongoing Phase I/II clinical trial for BT7480 demonstrated a favorable safety profile and preliminary antitumor activity in advanced Nectin-4-associated solid tumors. |

  53. Annual Performance-Based Cash Compensation

    | ● | First human imaging data for a BRC molecule targeting MT1-MMP validated the potential of MT1-MMP as a novel target in the treatment of cancer and demonstrate potential properties of BRC molecules for radiopharmaceutical use. Our strategy focuses on pursuing novel targets using a range of isotopes to develop radiopharmaceuticals with first-in-class potential. |

  54. Annual Performance-Based Cash Compensation

    | ● | Our development strategy leveraging NECTIN4 gene amplification for zelenectide pevedotin in breast cancer, lung cancer, and multiple tumor types. Results from post-hoc analyses of late-line breast cancer and lung cancer patients enrolled in the Phase I/II clinical trial evaluating zelenectide pevedotin 5 mg/m(2) weekly showed enhanced anti-tumor activity of zelenectide pevedotin monotherapy in patients with NECTIN4 gene amplification and/or polysomy. |

  55. Annual Performance-Based Cash Compensation

    | ● | Updated topline results from the ongoing Phase 1 Duravelo-1 trial evaluating zelenectide pevedotin 5 mg/m2 weekly plus pembrolizumab 200 mg once every 3 weeks in 22 first-line cisplatin-ineligible patients with mUC continued to show promising anti-tumor activity and a differentiated safety profile. As of January 3, 2025, among 20 efficacy evaluable patients, a 65% overall response rate (ORR) (13/20) was achieved, and a 50% ORR (10/20) was reached among patients with confirmed responses. Of the 3 unconfirmed responses, 1 patient remained on treatment at the time of the reported clinical results. |

  56. Annual Performance-Based Cash Compensation

    The level of achievement of corporate performance was based on the achievement of the following corporate and business development goals during 2024:

  57. Annual Performance-Based Cash Compensation

    | ● | Raised gross proceeds of $555 million in the Private Placement with participation from leading healthcare investors. The Private Placement extended our expected financial runway into the second half of 2027. We plan to use the net proceeds of $544.1 million to fund the continued development of our proprietary pipeline and for other research and development, as well as for general corporate purposes. |

  58. Annual Performance-Based Cash Compensation

    | ● | Streamlined the executive leadership team to better align with strategic and pipeline priorities and designated Michael Skynner, Ph.D., Chief Technology Officer, as the leader of the Company’s discovery research team; promoted Jennifer Perry, Pharm.D., to Chief Strategy Officer and Head of Commercial; promoted Dr. Hannay to Chief Product and Supply Chain Officer; and promoted Zafar Qadir to Chief Legal Officer and General Counsel. |

  59. Annual Performance-Based Cash Compensation

    | ● | Formed new Clinical Advisory Board with distinguished global oncology experts to support the advancement of clinical oncology programs. |

  60. Annual Performance-Based Cash Compensation

    Personal Performance. In determining Bonus Plan payouts, the Compensation Committee also evaluated the personal performance of our NEOs. The Compensation Committee views the inclusion of personal performance as an important component of the annual performance-based cash compensation because it motivates our NEOs to maximize their personal performance, even if overall corporate performance is lower. In assessing the personal performance of our NEOs, the Compensation Committee, with the input of our CEO for our other NEOs, considered each such NEO’s individual contributions to the achievement of our 2024 corporate performance goals, and such NEO’s personal performance in helping to execute on our strategic and operating initiatives. The Compensation Committee used a scale of personal performance percentages ranging from 0% to 115% for this purpose. Based on this evaluation scale, the Compensation Committee examined the accomplishments of our NEOs during the year and determined a personal performance percentage for each NEO as follows:

  61. Annual Performance-Based Cash Compensation

    | NEO | Personal Performance % | | Kevin Lee, Ph.D., MBA | 115.0% | | Alethia Young | 115.0% | | Alistair Milnes | 100.0% | | Santiago Arroyo, M.D., Ph.D. | 115.0% | | Michael Hannay, D.Sc. | 107.5% |

  62. Annual Performance-Based Cash Compensation

    With respect to Dr. Lee, the Compensation Committee considered our 2024 achievements, particularly the significant progress of our clinical development programs, which the Committee considered critical to the company’s success, as well as Dr. Lee’s overall leadership of the Company, in determining Dr. Lee’s personal performance percentage. With respect to Ms. Young, key performance highlights included successfully completing the Private Placement in May 2024, which is expected to extend our cash runway into the second half of 2027; and continuous assessment of our budget and cash forecast during 2024, which allowed us to efficiently assess strategic decisions, including the focus of our research and development pipeline on clinical programs and research areas that we believe have the highest potential to maximize value creation. With respect to Mr. Milnes, key performance highlights included continuing leadership of our corporate governance framework to support ongoing improvement in collaboration and cooperation amongst teams, driving organizational effectiveness, as well as significant efforts towards supporting growth and scale. With respect to Dr. Arroyo, key performance highlights included effective leadership of our clinical development organization to support the significant progress of our clinical programs, including the initiation of the Phase II/III Duravelo-2 registrational trial for zelenectide pevedotin; timely releases of updated clinical results for the ongoing Phase I/II clinical trials of zelenectide pevedotin, BT5528 and BT7480; as well as the development and announcement of our strategy leveraging NECTIN4 gene amplification for zelenectide pevedotin in breast cancer, lung cancer, and multiple other cancers. With respect to Dr. Hannay, key performance highlights included leadership and oversight of our clinical and commercial supply chain strategies, including ongoing management of our clinical development supply to support multiple ongoing clinical trials as well as efforts to support supply chain planning for future commercialization. Payout Levels. The Compensation Committee determined the 2024 corporate performance level and a personal performance multiplier for each NEO and utilized the payout formula to determine the 2024 annual cash bonus payout. The amounts of the annual bonus payouts for 2024 were determined as follows:

  63. Annual Performance-Based Cash Compensation

    | | | Target | Target | | | Total Annual | | | Eligible | Annual | Incentive | Corporate | Personal | Bonus for | | NEO | Salary ($) | Bonus % | Amount ($) | Performance % | Performance % | 2024 ($)(1) | | Kevin Lee, Ph.D., MBA(2) | 759,566 | 65% | 493,718 | 115.0% | 115.0% | 653,211 | | Alethia Young | 499,200 | 50% | 249,600 | 115.0% | 115.0% | 330,100 | | Alistair Milnes(2) | 538,931 | 50% | 269,466 | 115.0% | 100.0% | 309,860 | | Santiago Arroyo, M.D., Ph.D. | 582,400 | 50% | 291,200 | 115.0% | 115.0% | 385,100 | | Michael Hannay, D.Sc.(2)(3) | 424,297 | 45% | 190,934 | 115.0% | 107.5% | 236,102 |

  64. Annual Performance-Based Cash Compensation

    | (1) Annual bonus amounts were calculated in local currency and rounded for ease of administration. |

  65. Annual Performance-Based Cash Compensation

    | (2) The 2024 target incentive and payment amounts for Dr. Lee, Mr. Milnes and Dr. Hannay were determined and paid in GBP. Amounts paid in GBP have been converted to USD at an exchange rate of 1 GBP = 1.2783 USD based upon a 12-month average rate during the year. |

  66. Annual Performance-Based Cash Compensation

    | (3) Dr. Hannay was promoted to Chief Product and Supply Chain Officer in March 2024 and as such the base salary amount in the table above represents salary paid during 2024. |

  67. Equity-Based Incentive Awards

    Equity-Based Incentive Awards The third and largest component of the executive compensation program is long-term equity incentives. The Compensation Committee designed the long-term incentive opportunity for our NEOs to motivate and reward executive officers to achieve multi-year strategic goals and deliver sustained long-term value to shareholders. We believe that equity awards provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our shareholders. Long-term equity incentives also promote retention, because executive officers will only receive value if they remain employed by us over the required term. Our 2020 Equity Incentive Plan with Non-Employee Sub-Plan, as amended from time to time (the “2020 Plan”), is the successor to our 2019 Share Option Plan and allows the Compensation Committee to grant options to purchase ordinary shares and other share-based awards to our officers, employees, directors and other service providers (including consultants). We award equity grants broadly to our employees, including to our non-executive employees. Grants to our NEOs and other employees are made at the discretion of the Compensation Committee and are generally made upon commencement of employment, promotion or annually during the first quarter of each year. We believe that our equity awards are an important retention tool for our executive officers, as well as for our other employees.

  68. 2024 Equity Grants

    2024 Equity Grants For all NEOs, the Compensation Committee makes annual equity incentive award grants (“Annual Grants”) and determined that for 2024, approximately 50% of the value of the Annual Grants to each NEO would be in the form of share options and 50% would be in the form of RSUs. The Compensation Committee structured the mix of equity vehicles and the relative weight assigned to each type of award for the following reasons:

  69. 2024 Equity Grants

    | ● | to motivate share price appreciation over the long term through share options, which deliver value only if the share price increases; and |

  70. 2024 Equity Grants

    | ● | to ensure some amount of value delivery through RSUs, which are complementary because they have upside potential but deliver some value even during periods of market or share price underperformance, while also reinforcing an ownership culture and commitment to us. |

  71. 2024 Equity Grants

    In determining the number of options and RSUs to be granted to each NEO, the Compensation Committee takes into account both the range of annual long-term incentive award values granted to executive officers at the companies in our peer group and the range of grant size as a percent of the company in our peer group. The Compensation Committee, in its discretion, may also consider the NEO’s past service or performance in determining the number of options and RSUs to be granted to such NEO in the Annual Grants. The 2024 Annual Grants to our NEOs are set forth in the table below:

  72. 2024 Equity Grants

    | NEO | Share Options (#) | RSUs (#) | | Kevin Lee, Ph.D., MBA | 155,000 | 77,000 | | Alethia Young(1) | 24,000 | 12,000 | | Alistair Milnes | 77,000 | 39,000 | | Santiago Arroyo, M.D., Ph.D.(2) | 77,000 | 39,000 | | Michael Hannay, D.Sc.(3) | 31,000 | 16,000 |

  73. 2024 Equity Grants

    | (1) Ms. Young joined the Company in July 2023 and her partial year of service was taken into account in determining the size of her 2024 Annual Grants. |

  74. 2024 Equity Grants

    | (2) The Compensation Committee granted Dr. Arroyo 100% of the annual equity award based on his substantial contributions to our clinical development in 2023 and as he was employed for more than nine months of 2023. |

  75. 2024 Equity Grants

    | (3) Dr. Hannay was promoted to Chief Product and Supply Chain Officer in March 2024. Refer to “New Hire and Promotion Awards” below for discussion of Dr. Hannay’s equity grant in connection with his promotion. |

  76. 2024 Equity Grants

    The exercise price of all share options granted to NEOs is equal to the closing price of our shares on the date of the grant, and all share options granted in 2024 have a ten-year term. The share options are subject to time-based vesting, with 25% of the total number of shares underlying the award vesting on the first anniversary of the vesting commencement date and in 36 equal monthly installments thereafter. The RSUs granted to NEOs are also subject to time-based vesting, with 25% of the total number of shares underlying the award vesting on the first anniversary of the grant date and the remainder vesting in 12 equal quarterly installments thereafter. The vesting of share options and RSUs are subject to the NEO’s continued provision of services through each applicable vesting date. Vesting of awards may accelerate under certain termination and change in control events as described below under “Potential Payments Upon Termination or Change in Control.”

  77. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements We have entered into employment and service agreements and arrangements with all of our NEOs that provide for at-will employment without any specific term. Each of the agreements sets forth our NEOs’ severance benefits payable upon a qualifying termination of employment or change in control. See “Executive Compensation—Potential Payments Upon Termination or Change in Control” below for a description and the amount of severance and other benefits potentially payable to our NEOs. We offer severance benefits because we compete for executive talent in a highly competitive market in which companies routinely offer similar benefits to their officers. These severance benefits may consist of a payment equal to a specified number of months of base salary continuation, payment of premiums for continued health insurance coverage for a specified period of time, an amount determined by reference to the executive’s annual performance-based cash compensation, and accelerated vesting of equity. We provide severance benefits outside of the change in control context if our NEOs’ employment is terminated without cause, or if the executive terminates employment for good reason, as each of those terms are defined in the employment agreements, subject to the executive officer’s execution of an effective release of claims and a reaffirmation of the non-competition provisions in the employment or service agreement. We provide enhanced severance benefits in the change in control context because we believe that the occurrence or potential occurrence of a change in control transaction will create uncertainty regarding the continued employment of our executive officers. We believe it serves our best interest and our shareholders’ best interest to have executives focus on the business merits of mergers and acquisitions without undue concern for their personal financial outcome. As such, we provide severance protections in connection with a change in control, subject to each executive officer’s execution of an effective release of claims and a reaffirmation of the non-competition provisions in the employment or service agreement, to help ensure that executive officers can objectively evaluate change in control transactions that may be in the best interest of our shareholders, despite the potential negative consequences such transactions may have on them personally. We believe that the severance benefits provided to our executive officers under their employment and service agreements are an important component of each executive officer’s overall compensation as they help us to attract and retain our key executives who could have other job alternatives that may appear to them to be more attractive absent these protections. We do not provide any excise tax gross ups in connection with severance paid upon termination without cause or relating to a change in control transaction. All change in control cash severance payments are structured to be on a “double-trigger” basis, requiring an involuntary termination in connection with the change in control transaction.

  78. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information From time to time, we grant share options to our employees, including the named executive officers. Historically, we have granted new-hire option awards on or soon after a new hire’s employment start date and annual refresh employee option grants on the first trading day of each fiscal year, which refresh grants are typically approved at the regularly scheduled meeting of the Compensation Committee occurring in the prior quarter of the prior fiscal year. Also, non-employee directors receive automatic grants of initial and annual share option awards at the time of a director’s initial appointment or election to the Board and on the first trading day of our fiscal year, respectively, pursuant to the Non-Employee Director Compensation Policy, as further described under the section heading “Non-Employee Director Compensation—Non-Employee Director Compensation Policy.” We do not otherwise maintain any written policies on the timing of awards of share options, SARs, or similar instruments with option-like features. The Compensation Committee considers whether there is any material nonpublic information (“MNPI”) about the Company when determining the timing of share option grants and does not seek to time the award of share options in relation to the Company’s public disclosure of MNPI. The Company has not timed the release of MNPI for the purpose of affecting the value of executive compensation.

  79. Accounting Policies for Share-Based Compensation

    Accounting Policies for Share-Based Compensation We follow ASC 718 for our share-based compensation awards. ASC 718 requires companies to estimate the grant date “fair value” of share-based awards using a variety of assumptions. ASC 718 also requires companies to recognize the compensation cost of their share-based awards in their statements of operations over the period that an employee is required to render service in exchange for the award. Grants of share options and RSUs under our equity incentive award plans are accounted for under ASC 718. Our Board or Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. We have no program, practice or plan to grant equity awards in coordination with the release to material nonpublic information. We also have not timed the release of material nonpublic information for the purpose of affecting the value of equity awards or other compensation, and we have no plan to do so.

  80. Summary Compensation Table

    Summary Compensation Table The following table provides a summary of compensation paid to or earned by our NEOs during the fiscal years indicated:

  81. Summary Compensation Table

    | | | | | | | Non‑Equity | | | | | | | | Option | Stock | Incentive Plan | All Other | | | | | Salary | Bonus | Awards | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($) | ($)(1) | ($)(2)(3) | ($)(2)(3) | ($)(4) | ($) | ($) | | Kevin Lee, Ph.D., MBA | 2024 | 759,566(5) | — | 1,967,499 | 1,392,160 | 653,211(5) | 84,782(5)(7) | 4,857,218 | | Chief Executive Officer | 2023 | 710,292 | 18,649 | 2,490,895 | 1,702,000 | 540,951 | 77,613 | 5,540,400 | | | 2022 | 672,636 | — | 4,269,758 | 3,043,500 | 570,672 | 71,024 | 8,627,590 | | Alethia Young(6) | 2024 | 499,200 | 50,000 | 304,645 | 216,960 | 330,100 | 69,467(7) | 1,470,372 | | Chief Financial Officer | 2023 | 220,000 | 50,000 | 2,297,749 | — | 281,200 | 30,486 | 2,879,435 | | Santiago Arroyo, M.D., Ph.D.(6) | 2024 | 582,400 | — | 944,857 | 681,727 | 385,100 | 13,800(7) | 2,607,884 | | Chief Development Officer | 2023 | 431,944 | — | 1,901,979 | — | 328,000 | 13,200 | 2,675,123 | | Alistair Milnes | 2024 | 538,931(5) | — | 977,403 | 705,120 | 309,860(5) | 60,259(5)(7) | 2,591,573 | | Chief Operating Officer | 2023 | 476,487 | — | 758,098 | 518,000 | 279,116 | 52,563 | 2,084,264 | | | 2022 | 451,226 | — | 4,269,758 | 913,050 | 294,481 | 48,126 | 5,976,641 | | Michael Hannay, D.Sc.(6) | 2024 | 424,297(5) | — | 1,377,790 | 289,280 | 236,102(5) | 37,984(5)(7) | 2,365,453 | | Chief Product and Supply Chain Officer | | | | | | | | |

  82. Summary Compensation Table

    | (1) See “Compensation Discussion and Analysis—New Hire and Promotion Awards” for a description of the material terms of the program pursuant to which this compensation was awarded in 2024. |

  83. Summary Compensation Table

    | (2) The amounts reported in these columns for 2024 represent the aggregate grant date fair value of the option awards and RSUs granted to our NEOs as computed in accordance with ASC 718. See Note 8 to Consolidated Financial Statements in our Annual Report on Form 10-K filed with the SEC on February 25, 2025 for a discussion of assumptions made by us in determining the aggregate grant date fair value of our option awards and RSUs. Note that the amounts reported in this column do not reflect the actual economic value that may be realized by the NEOs. |

  84. Summary Compensation Table

    | (3) See “Compensation Discussion and Analysis—Equity-Based Incentive Awards” for a description of the material terms of the program pursuant to which this compensation was awarded. |

  85. Summary Compensation Table

    | (4) The amounts reported in this column for 2024 represent annual performance-based cash compensation earned based on the achievement of Company and individual performance goals and other factors deemed relevant by our Board and Compensation Committee. See “Compensation Discussion and Analysis—Annual Performance-Based Cash Compensation” for a description of the material terms pursuant to which this compensation was awarded. |

  86. Summary Compensation Table

    | (5) The amounts for 2024 have been converted from GBP to USD using an exchange rate of 1 GBP = 1.2783 USD based upon a 12-month average rate during the year ended December 31, 2024. |

  87. Summary Compensation Table

    | (6) Neither Ms. Young nor Dr. Arroyo was an NEO in 2022, and as such, we have not reported any 2022 compensation for either Ms. Young or Dr. Arroyo. Dr. Hannay was not an NEO in 2023 or 2022, and as such, we have not reported any 2023 or 2022 compensation for Dr. Hannay. |

  88. Summary Compensation Table

    | (7) All other compensation for 2024 consists of the following: |

  89. Summary Compensation Table

    | | | Tax | | Employer Personal | Cash Paid in Lieu | Employer | | | | | Gross | Medical | Pension Plan (EPPP) | of EPPP | Matching 401(k) | | | | Perquisites | Ups | Coverage | Contributions | Contributions | Contributions | Total | | Name | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Kevin Lee, Ph.D., MBA | — | — | 3,137 | 12,783 | 68,862 | — | 84,782 | | Alethia Young | 32,744 | 22,923 | — | — | — | 13,800 | 69,467 | | Santiago Arroyo, M.D., Ph.D. | — | — | — | — | — | 13,800 | 13,800 | | Alistair Milnes | — | — | 1,880 | 12,783 | 45,596 | — | 60,259 | | Michael Hannay, D.Sc. | — | — | 1,886 | 12,783 | 23,315 | — | 37,984 |

  90. Grant of Plan-Based Awards Table

    Grant of Plan-Based Awards Table The following table sets forth certain information regarding grants of plan-based awards to the NEOs during the year ended December 31, 2024:

  91. Grant of Plan-Based Awards Table

    | | | | | | All Other | All Other | | Grant Date | | | | | | | Stock Awards: | Option Awards: | Exercise Price | Fair Value of | | | | | Estimated Future Payouts Under | | Number of | Number of Securities | or Base Price | Stock and | | | Award | Grant | Non-Equity Incentive Plan Awards(1) | | Shares or Units | Underlying Options | of Option Awards | Option Awards(2) | | Name | Type | Date | Target ($) | Maximum ($) | (#) | (#) | ($ per share) | ($) | | Kevin Lee, Ph.D., MBA(3) | Option | 1/2/2024 | — | — | — | 155,000 | 18.08 | 1,967,499 | | | RSU | 1/2/2024 | — | — | 77,000 | — | — | 1,392,160 | | | Bonus | N/A | 493,718 | 666,247 | — | — | — | — | | Alethia Young | Option | 1/2/2024 | — | — | — | 24,000 | 18.08 | 304,645 | | | RSU | 1/2/2024 | — | — | 12,000 | — | — | 216,960 | | | Bonus | N/A | 249,600 | 430,560 | — | — | — | — | | Santiago Arroyo, M.D., Ph.D. | Option | 1/2/2024 | — | — | — | 35,430 | 18.08 | 449,732 | | | Option | 2/6/2024 | — | — | — | 41,570 | 17.00 | 495,125 | | | RSU | 1/2/2024 | — | — | 17,340 | — | — | 313,507 | | | RSU | 2/6/2024 | — | — | 21,660 | — | — | 368,220 | | | Bonus | N/A | 291,200 | 502,320 | — | — | — | — | | Alistair Milnes(3) | Option | 1/2/2024 | — | — | — | 77,000 | 18.08 | 977,403 | | | RSU | 1/2/2024 | — | — | 39,000 | — | — | 705,120 | | | Bonus | N/A | 269,466 | 464,828 | — | — | — | — | | Michael Hannay, D.Sc.(3) | Option | 1/2/2024 | — | — | — | 31,000 | 18.08 | 393,500 | | | Option | 3/19/2024 | — | — | — | 58,000 | 24.12 | 984,290 | | | RSU | 1/2/2024 | — | — | 16,000 | — | — | 289,280 | | | Bonus | N/A | 190,934 | 329,361 | — | — | — | — |

  92. Grant of Plan-Based Awards Table

    | (1) Amounts shown in the target and maximum columns reflect the target and maximum amounts, respectively, payable under our annual performance-based cash compensation program as described under “Compensation Discussion and Analysis—Annual Performance-Based Cash Compensation.” Actual amounts paid for 2024 performance are presented in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. |

  93. Grant of Plan-Based Awards Table

    | (2) Represents the grant-date fair value of each equity award, as computed in accordance with ASC 718. |

  94. Grant of Plan-Based Awards Table

    | (3) Amounts have been converted from GBP to USD using an exchange rate of 1 GBP = 1.2783 USD based upon a 12-month average rate during the year ended December 31, 2024. |

  95. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth information regarding equity awards held by our NEOs as of December 31, 2024. All options are options to purchase ordinary shares.

  96. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | | | | | | Market | | | | Number of | Number of | | | | Value of | | | | Securities | Securities | | | Number of | Shares or | | | | Underlying | Underlying | | | Shares or | Units of | | | | Unexercised | Unexercised | Option | | Units of Stock | Stock That | | | | Options | Options | Exercise | Option | That Have | Have Not | | | | (#) | (#) | Price | Expiration | Not Vested | Vested | | Name | Grant Date | Exercisable | Unexercisable | ($) | Date | (#) | ($)(1) | | Kevin Lee, Ph.D., MBA | 12/17/2018 | 164,743 | — | 0.01 | 12/13/2028 | — | — | | | 4/25/2019 | 44,897 | — | 8.03 | 4/24/2029 | — | — | | | 6/28/2019 | 306,252 | — | 14.00 | 6/27/2029 | — | — | | | 1/2/2020 | 210,000 | — | 9.82 | 1/2/2030 | — | — | | | 1/4/2021(2) | 244,791 | 5,209 | 17.95 | 1/4/2031 | — | — | | | 1/3/2022(2) | 72,916 | 27,084 | 60.87 | 1/3/2032 | — | — | | | 1/3/2022(3) | — | — | — | — | 15,625 | 218,750 | | | 1/3/2023(2) | 55,104 | 59,896 | 29.60 | 1/3/2033 | — | — | | | 1/3/2023(3) | — | — | — | — | 32,344 | 452,816 | | | 1/2/2024(2) | — | 155,000 | 18.08 | 1/2/2034 | — | — | | | 1/2/2024(3) | — | — | — | — | 77,000 | 1,078,000 | | Alethia Young | 7/17/2023(2) | 42,500 | 77,500 | 26.21 | 7/17/2033 | — | — | | | 1/2/2024(2) | — | 24,000 | 18.08 | 1/2/2034 | — | — | | | 1/2/2024(3) | — | — | — | — | 12,000 | 168,000 | | Santiago Arroyo, M.D., Ph.D. | 3/31/2023(2) | 52,500 | 67,500 | 21.77 | 3/31/2033 | — | — | | | 1/2/2024(2) | — | 35,430 | 18.08 | 1/2/2034 | — | — | | | 1/2/2024(3) | — | — | — | — | 17,340 | 242,760 | | | 2/6/2024(2) | — | 41,570 | 17.00 | 2/6/2034 | — | — | | | 2/6/2024(3) | — | — | — | — | 21,660 | 303,240 | | Alistair Milnes | 1/12/2021(2) | 45,761 | 1,084 | 20.12 | 1/12/2031 | — | — | | | 1/3/2022(2) | 72,916 | 27,084 | 60.87 | 1/3/2032 | — | — | | | 1/3/2022(3) | — | — | — | — | 4,688 | 65,632 | | | 1/3/2023(2) | 16,770 | 18,230 | 29.60 | 1/3/2033 | — | — | | | 1/3/2023(3) | — | — | — | — | 9,844 | 137,816 | | | 1/2/2024(2) | — | 77,000 | 18.08 | 1/2/2034 | — | — | | | 1/2/2024(3) | — | — | — | — | 39,000 | 546,000 | | Michael Hannay, D.Sc. | 4/12/2022(2) | 33,333 | 16,667 | 28.81 | 4/12/2032 | — | — | | | 1/3/2023(2) | 7,858 | 8,542 | 29.60 | 1/3/2033 | — | — | | | 1/3/2023(3) | — | — | — | — | 4,613 | 64,582 | | | 1/2/2024(2) | — | 31,000 | 18.08 | 1/2/2034 | — | — | | | 1/2/2024(3) | — | — | — | — | 16,000 | 224,000 | | | 3/19/2024(2) | — | 58,000 | 24.12 | 3/19/2034 | — | — |

  97. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (1) Calculated based on the closing price per share of our ordinary shares on December 31, 2024, which was $14.00. |

  98. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (2) One-fourth of the shares subject to the option vest on the one-year anniversary of the grant date, and the remaining vest in 36 substantially equal monthly installments thereafter. |

  99. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (3) One-fourth of the total number of RSUs vest on the one-year anniversary of the grant date, and the remaining RSUs vest in 12 equal quarterly installments thereafter. |

  100. Option Exercises and Shares Vested

    Option Exercises and Shares Vested The following table sets forth information concerning share awards vested during 2024 for our NEOs. There were no share option exercises during 2024 by any NEO.

  101. Option Exercises and Shares Vested

    | | Stock Awards | | | | Number of Shares | Value Realized | | | Acquired on Vesting | on Vesting(1) | | Name | (#) | ($) | | Kevin Lee, Ph.D., MBA | 37,656 | 766,802 | | Alethia Young | — | — | | Alistair Milnes | 11,406 | 232,217 | | Santiago Arroyo, M.D., Ph.D. | — | — | | Michael Hannay, D.Sc. | 3,587 | 71,665 |

  102. Option Exercises and Shares Vested

    | (1) Amount represents the closing market price of our ordinary shares on the day immediately prior to the vesting date multiplied by the number of ordinary shares that vested on that date. |

  103. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table summarizes certain termination benefits under current employment and service agreements with our NEOs. The benefits shown below are subject to the NEO’s signing and not revoking a separation agreement and general release of claims in the form presented by us. As used in the table below, the terms “Cause” and for “Good Reason” are each as defined in the NEO’s employment or service agreement.

  104. Potential Payments Upon Termination or Change in Control

    | Event | Terms Applicable to Dr. Lee | | Termination by the Company without Cause or Resignation for Good Reason within 12 months after a Change in Control | • An amount equal to 2 times then annual base salary | | | • An amount equal to 1.5 times then target annual performance bonus | | | • Benefits continuation (or cash in lieu thereof) for 24 months following termination | | | • Any equity awards subject to time-based vesting become fully vested | | Termination by the Company without Cause or Resignation for Good Reason | • An amount equal to one times then annual base salary | | | • Benefits continuation (or cash in lieu thereof) for 12 months following termination | | Change in Control | • Any equity awards subject to time-based vesting become fully vested | | Event | Terms Applicable to Ms. Young and Dr. Arroyo | | Termination by the Company without Cause or Resignation for Good Reason within 12 months after a Change in Control | • 18 months of continued base salary | | | • Target annual performance bonus paid in one lump sum | | | • Payments of the employer portion of premiums for continued group health coverage for up to 18 months following termination | | | • Any equity awards subject to time-based vesting become fully vested | | Termination by the Company without Cause or Resignation for Good Reason | • 9 months of continued base salary | | | • Payments of the employer portion of premiums for continued group health coverage for up to 9 months following termination | | Change in Control | • Any equity awards subject to time-based vesting become fully vested | | Event | Terms Applicable to Mr. Milnes and Dr. Hannay | | Termination by the Company without Cause or Resignation for Good Reason within 12 months after a Change in Control | • An amount equal to 1.5 times then annual base salary | | | • An amount equal to one times then target annual performance bonus | | | • Benefits continuation (or cash in lieu thereof) for 18 months following termination | | | • Any equity awards subject to time-based vesting become fully vested | | Termination by the Company without Cause or Resignation for Good Reason | • An amount equal to 9 months then annual base salary | | | • Benefits continuation (or cash in lieu thereof) for 9 months following termination | | Change in Control | • Any equity awards subject to time-based vesting become fully vested |

  105. Potential Payments Upon Termination or Change in Control

    The table below provides the estimated amount of compensation and benefits payable to each NEO who was employed on December 31, 2024 under their current employment and service agreements in certain termination and change in control situations. The value of the equity award vesting acceleration was calculated based on the assumption that the change in control and the NEO’s employment termination occurred on December 31, 2024. The per share closing price of our ordinary shares as of December 31, 2024 was $14.00, which was used as the value of a share of our ordinary shares for the calculations below. The value of share option vesting acceleration was calculated by multiplying the number of unvested shares underlying the options subject to vesting acceleration as of December 31, 2024 by the excess of the closing price of our ordinary shares as of December 31, 2024 over the exercise price of such unvested share options, if any. The value of the RSU vesting acceleration was calculated by multiplying the number of unvested RSUs subject to vesting acceleration as of December 31, 2024 by the closing price of our ordinary shares as of December 31, 2024. A triggering event may not produce the same or similar results as estimated below if such event occurs on any other date or at any other price, or if any of the assumptions used to estimate the potential payments and benefits are different.

  106. Potential Payments Upon Termination or Change in Control

    | | | Termination by the Company Without Cause or | | | | | | by the Executive for Good Reason In Connection | Termination by the Company without Cause or | Change in Control | | | | With a Change in Control | by the Executive for Good Reason | without Termination | | Name and Principal Position | Compensation Component | ($) | ($) | ($) | | Kevin Lee, Ph.D., MBA | Cash Severance | 1,491,573(1) | 745,786(1) | — | | | Bonus | 727,142(1)(2) | — | — | | | Benefits Continuation | 222,371(1) | 111,186(1) | — | | | Equity Acceleration | 1,749,566 | — | 1,749,566 | | Alethia Young | Cash Severance | 748,800 | 374,400 | — | | | Bonus | 249,600(2) | — | — | | | Benefits Continuation | 82,897 | 41,448 | — | | | Equity Acceleration | 168,000 | — | 168,000 | | Santiago Arroyo, M.D., Ph.D. | Cash Severance | 873,600 | 436,800 | — | | | Bonus | 291,200(2) | — | — | | | Benefits Continuation | 84,771 | 42,386 | — | | | Equity Acceleration | 546,000 | — | 546,000 | | Alistair Milnes | Cash Severance | 793,732(1) | 396,866(1) | — | | | Bonus | 264,577(1)(2) | — | — | | | Benefits Continuation | 113,343(1) | 56,671(1) | — | | | Equity Acceleration | 749,448 | — | 749,448 | | Michael Hannay, D.Sc. | Cash Severance | 640,106(1) | 320,053(1) | — | | | Bonus | 192,032(1)(2) | — | — | | | Benefits Continuation | 96,597(1) | 48,299(1) | — | | | Equity Acceleration | 288,582 | — | 288,582 |

  107. Potential Payments Upon Termination or Change in Control

    | (1) Amounts have been converted from GBP to USD using the exchange rate of 1 GBP = 1.25511 USD on December 31, 2024. |

  108. Potential Payments Upon Termination or Change in Control

    | (2) Amounts represent the applicable bonus payable to each NEO, as defined in each NEO’s employment or service agreement, based on the target amount. |

  109. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Item 402(u) of Regulation S-K, we are required to disclose the ratio of the annual total compensation of the individual identified as our paid median employee to the annual total compensation of our principal executive officer, our CEO. The paragraphs that follow describe our methodology and the resulting pay ratio. Our median employee compensation in 2024 as calculated using Summary Compensation Table requirements, was $203,298. Our CEO’s compensation as reported in the Summary Compensation Table was $4,857,218. Therefore, our CEO pay ratio is approximately 24:1. We identified the median employee using our employee population on November 1, 2024 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis). We identified our median employee by (A) aggregating for each of our employees (other than our CEO) as of November 1, 2024: (1) annual base salary, (2) target annual bonus for 2024, (3) estimated grant date fair value of equity awards granted during 2024 and (4) U.K. pension plan or U.S. 401(k) matching contributions, and (B) ranking our employees from lowest to highest using this compensation measure. Amounts paid in currencies other than USD were converted based on the average annual exchange rate as of the determination date. Using this methodology, we identified the median employee. Once the median employee was identified, we calculated the median employee’s actual total direct compensation in accordance with the requirements of the Summary Compensation Table. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management of the Company used the CEO Pay Ratio measure in making compensation decisions.

  110. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE This disclosure has been prepared in accordance with Section 953 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended, and Item 402(v) of Regulation S-K under the Exchange Act, and does not necessarily reflect value actually received or realized by the executives or how our Compensation Committee evaluates compensation decisions in light of Company or individual performance. The following tables and related disclosures provide information about (i) the total compensation of our CEO, and the average of the total compensation of our other NEOs (“Non-CEO NEOs”) as presented in the Summary Compensation Table (“SCT”) on page 63 of this proxy statement, (ii) the compensation actually paid (“Compensation Actually Paid”) to our CEO and the average of the Compensation Actually Paid to our Non-CEO NEOs, as calculated pursuant to the SEC’s pay versus performance rules, (iii) certain financial performance measures, and (iv) the relationship of the Compensation Actually Paid to those financial performance measures. For the fiscal years presented, we did not use any “financial performance measures” as defined in Item 402(v) of Regulation S-K to link compensation paid to the NEOs. Accordingly, we have omitted the tabular of financial performance measures and the table below does not include a column for a “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K.

  111. PAY VERSUS PERFORMANCE

    | | | | Average | | | | | | | Summary | | Summary | Average | | | | | | Compensation | Compensation | Compensation | Compensation | Value of Fixed $100 Investment Based on(4) | | | | | Table Total | Actually Paid | Table Total | Actually Paid | Total | Peer Group Total | Net | | | for CEO | to CEO | for Non-CEO NEOs | to Non-CEO NEOs | Shareholder Return | Shareholder Return | Loss | | Year | ($)(1) | ($)(1)(2)(3) | ($)(1) | ($)(1)(2)(3) | ($) | ($) | $000s(5) | | 2024 | 4,857,218 | 3,333,586 | 2,258,821 | 1,574,319 | 77.99 | 90.58 | (169,031) | | 2023 | 5,540,400 | 625,065 | 2,777,279 | 2,039,543 | 100.72 | 91.84 | (180,664) | | 2022 | 8,627,590 | (6,363,603) | 4,041,865 | (464,022) | 164.90 | 88.53 | (112,717) | | 2021 | 4,465,319 | 25,665,642 | 1,742,286 | 8,967,510 | 339.11 | 99.37 | (66,819) |

  112. PAY VERSUS PERFORMANCE

    | (1) The CEO for 2024, 2023, 2022 and 2021 is Kevin Lee, Ph.D., MBA. The Non-CEO NEOs for whom the average compensation is presented in this table for 2024 are Alethia Young, Alistair Milnes, Santiago Arroyo, M.D., Ph.D. and Michael Hannay, D.Sc. The Non-CEO NEOs for whom the average compensation is presented in this table for 2023 are Ms. Young and Dr. Arroyo. The Non-CEO NEOs for whom the average compensation is presented in this table for 2022 are Lee Kalowski, MBA, our former Chief Financial Officer who resigned in June 2023, Mr. Milnes and Michael Skynner, Ph.D. The Non-CEO NEOs for whom the average compensation is presented in this table for 2021 are Mr. Kalowski and Dr. Skynner. |

  113. PAY VERSUS PERFORMANCE

    | (2) The amounts shown as Compensation Actually Paid or Average Compensation Actually Paid, as applicable, have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by our CEO and Non-CEO NEOs. These amounts reflect total compensation or average total compensation, as applicable, as set forth in the SCT for each year, adjusted as described in footnote 3 below. |

  114. PAY VERSUS PERFORMANCE

    | (3) Compensation Actually Paid or Average Compensation Actually Paid, as applicable, reflects the exclusions and inclusions for the CEO and Non-CEO NEOs set forth below. Amounts excluded, which are set forth in the “Minus Option and Stock Awards from SCT” column below, represent the Option and Stock Awards columns of the SCT for each applicable year. Amounts added back to determine Compensation Actually Paid are set forth in the table below, as applicable: (i) the fair value as of the end of the year of outstanding and unvested equity awards granted in that year; (ii) the change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end the year; and (iii) the change in fair value during the year of equity awards granted in prior years that vested during the year. No equity awards granted during any of the years presented were both granted and vested during the year. No awards granted in prior years failed to meet the applicable vesting conditions during any of the years presented. Equity award fair values used in the computations below are calculated in accordance with ASC Topic 718. |

  115. PAY VERSUS PERFORMANCE

    | | | | Plus Year-End | Plus Change in | Plus Change in | | | | Summary | Minus Option | Fair Value of | Fair Value of | Fair Value of | | | | Compensation | and Stock | Unvested Equity | Unvested Equity | Prior Years’ | Compensation | | | Table Total | Awards from | Awards Granted | Awards Granted | Awards Vested | Actually Paid | | | for CEO | SCT | During Year | in Prior Years | During Year | to CEO | | Year | ($) | ($) | ($) | ($) | ($) | ($) | | 2024 | 4,857,218 | (3,359,659) | 2,312,707 | (646,209) | 169,529 | 3,333,586 |

  116. PAY VERSUS PERFORMANCE

    | | | | Plus Avg. Year-End | Plus Avg. Change | Plus Avg. Change | | | | Avg. Summary | Minus Avg. | Fair Value of | in Fair Value of | in Fair Value of | Average | | | Compensation | Options and | Unvested Equity | Unvested Equity | Prior Years’ | Compensation | | | Table Total | Stock Awards | Awards Granted | Awards Granted | Awards Vested | Actually Paid | | | for Non-CEO NEOs | from SCT | During Year | in Prior Years | During Year | to Non-CEO NEOs | | Year | ($) | ($) | ($) | ($) | ($) | ($) | | 2024 | 2,258,821 | (1,374,446) | 896,283 | (282,232) | 75,893 | 1,574,319 |

  117. PAY VERSUS PERFORMANCE

    The assumptions used in determining fair value of the share options that vested during 2024, or that were outstanding and unvested as of December 31, 2024, as applicable, are as follows:

  118. PAY VERSUS PERFORMANCE

    | | 2024 | | Risk-free interest rate | 3.5% - 4.8% | | Expected volatility | 62.8% - 74.9% | | Expected dividend yield | 0% | | Expected term (in years) | 3.0 - 6.2 |

  119. PAY VERSUS PERFORMANCE

    | (4) Cumulative Total Shareholder Return (“TSR”) illustrates the value, as of the last day of the indicated fiscal year, of an investment of $100 in our ordinary shares on December 31, 2020, calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The Peer Group TSR set forth in this table utilizes the Nasdaq Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K in our Annual Report on Form 10-K. |

  120. PAY VERSUS PERFORMANCE

    | (5) The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year. |

  121. Description of Relationship between Compensation Actually Paid and Cumulative TSR

    Description of Relationship between Compensation Actually Paid and Cumulative TSR The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average Compensation Actually Paid to our Non-CEO NEOs, and our cumulative TSR and Peer Group TSR over the fiscal four-year period from 2021 through 2024:

  122. Description of Relationship Between Compensation Actually Paid and Net Loss

    Description of Relationship Between Compensation Actually Paid and Net Loss The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and our Net Loss over the fiscal four-year period from 2021 through 2024: All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  123. Activity in the year

    | ● | reviewing and making recommendations to the Board with respect to director compensation. |

  124. Awards granted from 1 January 2024 to 31 December 2024 (audited)

    | (3) Pursuant to and in accordance with the terms of our Amended and Restated Non-Employee Director Compensation Policy, Pierre Legault was granted options and RSUs over ordinary shares as an annual grant. Once vested the equity-based awards in the form of RSUs are no longer subject to forfeiture but the settlement is deferred until the earlier of (i) the date of the participants “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)); (ii) the date of the participant’s “disability” (as defined under Treasury Regulation Section 1.409A-3(i)(4)); (iii) the date of the participant’s death; or (iv) the date of a Change in Control (as defined in the EIP) that would also constitute a “change in control event” (as defined under Treasury Regulation Section 1.409A-3(i)(5)). |

  125. Awards granted from 1 January 2024 to 31 December 2024 (audited)

    | (3) Pursuant to and in accordance with the terms of our Amended and Restated Non-Employee Director Compensation Policy, save for Mr. Sands and Mr. Baker, the Non-Executive Directors were granted options over 12,000 ordinary shares and RSUs over 6,000 ordinary shares as an annual grant. |