DEF 14A of Vir Biotechnology, Inc., Apr 17, 2025

DEF 14A of Vir Biotechnology, Inc.

Filed Apr 17, 2025 · FY20240001628280-25-018119

Open on EDGAR

  1. Proposal 1 — Election of Directors

    Proposal 1 — Election of Directors You are being asked to vote to elect two Class III directors to hold office until the 2028 Annual Meeting of Stockholders. Each Class III director nominee is listed below, and you can find additional information regarding our nominees in the section titled “Proposal 1—Election of Directors” beginning on page 7.

  2. Proposal 1 — Election of Directors

    | Name | Age | Director Since | Board Committees | | Jeffrey S. Hatfield | 67 | 2020 | Audit Nominating and Corporate Governance (Chair) | | Saira Ramasastry | 49 | 2019 | Audit (Chair) |

  3. Proposal 1 — Election of Directors

    | Executive Compensation Matters |

  4. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board is divided into three classes, and each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The Board currently consists of 11 members, and there are three directors in Class III, whose term of office expires at the Annual Meeting: Jeffrey S. Hatfield, Saira Ramasastry and George Scangos, Ph.D. Mr. Hatfield and Ms. Ramasastry have been nominated by the Board for re-election at the Annual Meeting; however, Dr. Scangos is not standing for re-election. In addition, Robert Nelsen informed us on April 14, 2025 of his intention to resign from the Board effective immediately following the Annual Meeting, and that his decision was not the result of any disagreement with Vir Bio on any matter relating to Vir Bio's operations, policies or practices. Accordingly, Dr. Scangos and Mr. Nelsen will cease to serve as directors and the number of directors constituting the Board will be reduced from eleven to nine, in each case effective at the conclusion of the Annual Meeting. We are grateful to Dr. Scangos for his long-time service as a director, and formerly as our founding Chief Executive Officer from 2017 until his retirement in April 2023. Upon his retirement as Chief Executive Officer, Dr. Scangos transitioned to an advisory role through June 2023, and then continued providing strategic counsel to Vir Bio as a member of the Board. We thank him for all his contributions to the Board and the Company. We are also grateful to Mr. Nelsen for his service as a co-founder of Vir Bio and one of our original directors since inception in April 2016, and we similarly thank him for all his contributions to the Board and the Company. Proxies may not be voted for a greater number of persons than the number of nominees named in this proxy statement. Mr. Hatfield and Ms. Ramasastry are each current directors, and both director nominees were recommended for election to the Board as Class III directors at the Annual Meeting by the Nominating and Corporate Governance Committee and then their nominations were approved by the Board. Each nominee for director is to be elected at the Annual Meeting to serve for a three-year term until our 2028 Annual Meeting of Stockholders, and until their successor is duly elected and qualified, or until their earlier death, resignation or removal. Each nominee has agreed to serve as a director if elected and we have no reason to believe that any nominee will be unable to serve. It is our policy to encourage directors and nominees for director to attend the Annual Meeting. Eight of the then-serving directors, as well as first-time director nominees Norbert Bischofberger, Ph.D. and Ramy Farid, Ph.D., attended the Company’s 2024 Annual Meeting of Stockholders. The Nominating and Corporate Governance Committee seeks to assemble a Board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. The Nominating and Corporate Governance Committee also seeks to attain diversity and balance among directors of race, gender, geography, thought, viewpoints and backgrounds. To those ends, the Nominating and Corporate Governance Committee identifies and evaluates potential nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members through diversity and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating and Corporate Governance Committee views as critical to the effective functioning of the Board. The brief biographies below include information, as of the date of this proxy statement, regarding the specific experience, qualifications, attributes or skills of each current director and nominee that led the Nominating and Corporate Governance Committee to believe that each individual should serve on the Board. Annually, the Board considers director nominee recommendations from the Nominating and Corporate Governance Committee and determines the appropriate characteristics, skills and experience for the Board as a whole and for its individual members. Among other things, the Board evaluates the number of boards or committees on which a director or director nominee serves. The Board recognizes that a director’s or a director nominee’s ability to fulfill his or her responsibilities as a member of the Board can be impaired if he or she serves on a large number of other boards or board committees. In addition, the Board also considers, among other things, the director’s relevant expertise upon which to be able to offer advice and guidance to management, whether the director has sufficient time to devote to the affairs of the Company, whether the director demonstrates excellence in his or her field, whether the director has the ability to exercise sound business judgment, whether the director has experience as a board member or executive officer of another publicly held company, and whether the director has the commitment to rigorously represent the long-term interests of the Company’s stockholders. In the case of incumbent directors whose terms of office are set to expire, the Board reviews such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships or transactions that might impair such directors’ independence. Prior to nominating Ms. Ramasastry for re-election at the Annual Meeting, the Nominating and Corporate Governance Committee and the Board considered that Ms. Ramasastry currently serves on the audit committees of three other publicly held companies. The Board concluded that Ms. Ramasastry’s continued service on the Board and as Chair of our Audit Committee is in the best interest of our stockholders based on her extensive financial experience in our industry and demonstration that she can satisfactorily fulfill her obligations to Vir Bio. This assessment considered the scope of her other commitments, including that one of these other companies, Glenmark Pharmaceuticals, Ltd, is a foreign private issuer and that service as a director and audit committee member requires significantly less of a time commitment compared with that of a U.S. public issuer. The Board has further determined, as a general matter, that other employment or directorship commitments of the director nominees named in this proxy statement would not prevent them from dedicating the necessary time and attention to our Company.

  5. INFORMATION REGARDING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS

    INFORMATION REGARDING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS

  6. Board Qualifications

    Board Qualifications Experience and Expertise: The Board is responsible for overseeing our business consistent with its fiduciary duties. This significant responsibility requires highly skilled individuals with various qualities, attributes, and professional experience. We believe the Board is well-rounded, with a balance of relevant perspectives and experience. In 2024, our Nominating and Corporate Governance Committee, on behalf of the Board and its commitment to ongoing Board refreshment, underwent a review of our directors’ skills and capabilities to ensure the Board’s collective expertise aligns with our corporate strategy. The skills and capabilities considered by the Nominating and Corporate Governance Committee since 2024 are listed below:

  7. Board Qualifications

    | Skill / Experience | | Definition | | | Public / Private Company CEO | Has been the Chief Executive Officer of a publicly traded company (or a private/non-profit organization of comparable scale and complexity, with external market considerations similar to a public company board) | | | Financial Strategy | Has experience developing, executing or overseeing financial strategy for publicly traded or privately held companies, or for venture or investment funds, or has experience overseeing or assessing performance of the preparation, audit or evaluation of financial statements for a publicly traded company | | | Scaling/Evolving Biotechs | Has experience scaling and evolving high-growth biotechnology companies from early-stage through various inflection points, including financings, initial public offerings, regulatory approvals, commercialization. and/or mergers or acquisitions | | | Commercialization | Has experience developing effective and strategic commercial strategies or distinctive brands, including product launches, market development, geographical expansion and lifecycle strategies | | | Public Company Board Experience | Has served, or is currently serving, on a public company board as an independent or executive director; does not include service on our Board | | | Computational /Data Sciences/ Al | Has practical experience with, or deep knowledge of, computational/data sciences, including statistics, scientific computing, scientific methods, processes, algorithms and systems to extract or extrapolate knowledge and insights from potentially noisy, structured, or unstructured data, and/or with one or more types and applications of artificial intelligence | | | Clinical Development / Regulatory | Has experience shaping global clinical development and regulatory strategies for breakthrough or innovative therapies | | | Infectious Disease / Immunology | Has deep experience with or knowledge of infectious diseases and/or immunology, including in an academic, clinical, commercial or research setting | | | Government / Policy | Has worked in or closely with governmental organizations that set and/or enforce laws and regulations related to investigational or approved medical products and/or healthcare delivery or similarly highly regulated industry (e.g., financial services, food, chemicals, oil & gas), resulting in relevant governmental expertise and connections; may include relevant legal expertise | | | Science/Research | Has deep knowledge of relevant sciences(e.g., biology, chemistry, medicine) as evidenced by an M.D. or Ph.D. and/or experience in the research function at a healthcare business (including pharmaceutical and medical research); ideally this includes experience with breakthrough or innovative scientific discovery and/or experience in relevant therapeutic areas, including HDV, HBV, HIV, influenza A and B, COVID-19, RSV/MPV, HPV and/or viral associated diseases | | | M&A/Business Development | Has had direct responsibility for collaborations and deals, including mergers, acquisitions, divestitures, joint ventures and other partnerships | | | Information Technology / Cybersecurity | Has had direct responsibility for, or oversight of, information technology operations and/or cybersecurity risk management for a publicly traded company or a private/non-profit organization of comparable scale and complexity, with external market considerations similar to a public company board | | | Human Capital Management | Has had direct responsibility for human capital management, including leadership development, succession planning, oversight of corporate culture, diversity & inclusion and compensation as demonstrated by experience as a Chief Executive Officer, Chief Human Resources Officer or Chair of a related committee (e.g., Compensation, Human Capital, Management Development) | | | SEC Compliance / Accounting | Has had direct responsibility for, or oversight of, SEC compliance and/or public company accounting for a publicly traded company |

  8. Board Qualifications

    The Nominating and Corporate Governance Committee then reviewed the primary skills and capabilities of each director nominee and continuing director, as summarized in the table below, which the Board further reviewed to conclude that he or she is qualified to serve on our Board. This high-level summary is not intended to be an exhaustive list of each director’s and director nominee’s skills or contributions to the Board or the sole factors the Board considered in its evaluation:

  9. Board Qualifications

    | Relevant Skills and Experience | | | | | | | | | | | | | | | | | | Name and Age | Independent | Director Since | | | | | | | | | | | | | | | | Marianne De Backer, M.Sc., Ph.D., MBA, 56 Chief Executive Officer and Director | No | 2023 | | | | | | | | | | | | | | | | Vicki Sato, Ph.D., 76 Chairman of the Board | Yes | 2016 | | | | | | | | | | | | | | | | Norbert Bischofberger, Ph.D., 69 | Yes | 2024 | | | | | | | | | | | | | | | | Ramy Farid, Ph.D., 60 | Yes | 2024 | | | | | | | | | | | | | | | | Jeffrey S. Hatfield, 67 | Yes | 2020 | | | | | | | | | | | | | | | | Robert More, 57 | Yes | 2016 | | | | | | | | | | | | | | | | Janet Napolitano, 67 | Yes | 2020 | | | | | | | | | | | | | | | | Saira Ramasastry, 49 | Yes | 2019 | | | | | | | | | | | | | | | | Elliott Sigal, M.D., Ph.D., 73 | Yes | 2020 | | | | | | | | | | | | | | |

  10. Board Qualifications

    | RELEVANT SKILLS AND EXPERIENCE | | | | | | | | | | | | Public / Private Company CEO | | Financial Strategy | | Scaling / Evolving Biotechs | | Commercialízation | | Public Company Board Experience | | | Data Sciences / Al | | Clinical Development / Regulatory | | Infectious Disease / Immunology | | Government / Policy | | Science / Research | | | M&A / Business Development | | Information Technology / Cybersecurity | | Human Capital Management | | SEC Compliance / Accounting | | |

  11. Board Qualifications

    Diversity: Our Board strives to reflect diversity among its members in the broadest sense, including persons diverse in geography, gender, ethnicity, age and experience. Overall diversity is an important consideration in the director selection and nomination process. The Nominating and Corporate Governance Committee assesses diversity in connection with the annual nomination process as well as in new director searches. Character: The Board believes Board members should possess the personal attributes necessary to be an effective director, including unquestioned integrity, sound judgment, a collaborative spirit and commitment to the Company, our stockholders, patients and other constituencies. The following is a brief biography of (i) each nominee for election at the Annual Meeting to a three-year term, (ii) each director not standing for election at the Annual Meeting whose term will continue after the Annual Meeting, and (iii) each of our executive officers.

  12. Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting

    Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting Jeffrey S. Hatfield, 67, has served as a member of the Board of Directors since December 2020. Since 2023, Mr. Hatfield has served as Chairman of Vividion Therapeutics, Inc. (Vividion), a private biotechnology company that was acquired in 2021 as an arm's length subsidiary within the Pharmaceuticals division of Bayer AG, a multinational pharmaceutical and biotechnology company. He previously served as Vividion’s Chief Executive Officer from 2020 to 2023. Mr. Hatfield has also served as Chairman of ROME Therapeutics, Inc., a private biotechnology company, since 2022, and as a member of the board of directors of Gate Bioscience, Inc., a private biotechnology company, since August 2024. Previously, he served as Chief Executive Officer and board member of Zafgen, Inc. (Zafgen), a U.S. publicly traded biopharmaceutical company, from 2017 until its acquisition of, and name change to, Larimar Therapeutics, Inc. in 2020, and as President, Chief Executive Officer and board member of Vitae Pharmaceuticals, Inc. (Vitae), a U.S. publicly traded clinical-stage biotechnology company, from 2004 until its acquisition by Allergan plc in 2016. Prior to working at Vitae, Mr. Hatfield served in numerous executive capacities at Bristol-Myers Squibb Company (BMS), including Senior Vice President of BMS’ Immunology and Virology divisions, President and General Manager of BMS Canada and Head of U.S. Market Access. In addition to Zafgen and Vitae, Mr. Hatfield has previously served on the boards of directors of several publicly traded biotechnology companies, including: MiRagen Therapeutics, Inc. (Chairman), from 2017 to 2021 (including its acquisition of, and name change to, Viridian Therapeutics in 2020); aTyr Pharma, Inc., from 2017 to 2021; Ambit Biosciences Corp., during 2014 (prior to its acquisition by Daiichi Sankyo Company, Ltd.); and InVivo Therapeutics, Inc., from 2016 to 2018. Mr. Hatfield is also a Key Advisory Board member for the Harvard Business School’s Blavatnik Fellowship in Life Sciences Entrepreneurship. Mr. Hatfield holds a B.S. in pharmacy from Purdue University’s College of Pharmacy and an M.B.A. from The Wharton School at the University of Pennsylvania. The Nominating and Corporate Governance Committee and Board believe Mr. Hatfield is qualified to serve on the Board due to his extensive experience as an executive officer and board member of numerous biotechnology companies. Saira Ramasastry, 49, has served as a member of the Board of Directors since September 2019. Since 2009, Ms. Ramasastry has served as Managing Partner of Life Sciences Advisory, LLC, a company that she founded to provide strategic advice, business development solutions and innovative financing strategies for the life sciences industry. From 1999 to 2009, Ms. Ramasastry was an investment banker with Merrill Lynch & Co., Inc., an investment management company, where she helped establish the biotechnology practice and was responsible for origination of mergers and acquisitions, strategic and capital markets transactions. Prior to joining Merrill Lynch, she served as a financial analyst in the mergers and acquisitions group at Wasserstein Perella & Co., an investment banking firm, from 1997 to 1998. Ms. Ramasastry currently serves on the boards of directors of Day One Biopharmaceuticals, Inc., since 2021, and Mirum Pharmaceuticals, Inc., since 2022, each a U.S. publicly traded biotechnology company, as well as Glenmark Pharmaceuticals, Ltd., a BSE and NSE-traded pharmaceuticals company, since 2019. She previously served on the boards of directors of several U.S. publicly traded companies, including: Innovate Biopharmaceuticals, Inc., a biotechnology company, from 2018 until its merger with RDD Pharma Ltd. in 2020; Repros Therapeutics Inc., a biopharmaceutical company, from 2013 until it was acquired by Allergan plc in 2018; Cassava Sciences, Inc., a biopharmaceutical company, from 2013 to 2020; Sangamo Therapeutics, Inc., a biotechnology company, from 2012 to 2022; and Akouos, Inc., a biotechnology company, from 2020 until it was acquired by Eli Lilly and Company in 2022. Ms. Ramasastry received her B.A. in economics with honors and distinction and an M.S. in management science and engineering from Stanford University, as well as an M. Phil. in management studies from the University of Cambridge, where she is also a guest lecturer for the Bioscience Enterprise Programme. Ms. Ramasastry is also a Health Innovator Fellow of the Aspen Institute and a member of the Aspen Global Leadership Network. The Nominating and Corporate Governance Committee and Board believe Ms. Ramasastry is qualified to serve on the Board due to her extensive experience in global healthcare investment banking and strategic advisory consulting in the life sciences industry. A Vote “For” Each Named Nominee.

  13. Directors Continuing in Office Until the 2026 Annual Meeting

    Directors Continuing in Office Until the 2026 Annual Meeting Robert More, 57, has served as a member of the Board of Directors since September 2016. Since 2016, Mr. More has served as Managing Director of Alta Partners, a venture capital firm. From 2013 to 2015, he served as Senior Advisor for the Bill & Melinda Gates Foundation, a private foundation that supports initiatives in education, world health and reducing poverty, and led its Global Health Venture Initiative. He served as a General Partner of venture capital firms Frazier Healthcare Ventures and Domain Associates from 2008 to 2013 and from 1996 to 2008, respectively. Mr. More has served on the board of directors of Tyra Biosciences, Inc., a U.S. publicly traded biotechnology company, since 2018 (and as its Chairman since 2019). He also currently serves on the boards of directors of the following private biotechnology companies: Amplitude Therapeutics, Inc.; eGenesis, Inc.; Kelonia Therapeutics, Inc.; MBrace Therapeutics, Inc.; Variant Bio, Inc.; and as an advisor for LiquiGlide, Inc. Mr. More previously served on the boards of directors of the following U.S. publicly traded companies: Achaogen, Inc., a biopharmaceutical company; Neothetics Inc., a pharmaceutical company; Glaukos Corporation, a medical technology company; IntraLase Corp., a medical device company (acquired by Advanced Medical Optics in 2007); and Sienna Biopharmaceuticals, Inc., a clinical-stage biopharmaceutical company. He also previously served on the boards of directors of the following private life sciences companies: Affinivax, Inc. (acquired by GSK plc in 2022); Hangzhou Qihan Biotech Co., Ltd.; Sirenas, LLC; Carticept Medical, Inc.; Cartiva, Inc.; ESP Pharma, Inc.; Proxima Therapeutics, Inc.; NovaCardia, Inc.; Esprit Pharma, Inc.; and Oceana Therapeutics, Inc. Mr. More was a founding member of the board of directors of the Kauffman Fellows Program and previously served on the boards of directors of One Revolution and The Foundation for Innovative New Diagnostics (FIND). In addition, Mr. More previously served on one of the governing boards of the Biotechnology Innovation Organization (BIO). He received his B.S. in Biology from Middlebury College and an M.B.A. from the Darden School of Business Administration at the University of Virginia. The Nominating and Corporate Governance Committee and Board believe that Mr. More is qualified to serve on the Board due to his experience serving on the boards of directors of clinical-stage biotechnology companies, his extensive experience as a director of public companies and his investment experience in the life sciences industry. Janet Napolitano, J.D., 67, has served as a member of the Board of Directors since August 2020. Ms. Napolitano currently serves as Professor of Public Policy at the Goldman School of Public Policy and is the Founder and Faculty Director of the Center for Security in Politics, each at the University of California, Berkeley. Previously, she served as the 20th President of the University of California from 2013 to 2020 and was first appointed as a tenured faculty member at the Goldman School of Public Policy in 2014. Prior to her time serving as the President of the University of California, she served as the U.S. Secretary of Homeland Security from 2009 to 2013, as Governor of the state of Arizona from 2003 to 2009, as Attorney General of Arizona from 1998 to 2003 and as U.S. Attorney for the District of Arizona from 1993 to 1997. In 2010, Ms. Napolitano was awarded the University of Virginia’s Thomas Jefferson Foundation Medal for law. In 2015, Ms. Napolitano was elected to the American Academy of Arts and Sciences, and in 2017, she was inducted into the American Philosophical Association. Ms. Napolitano currently serves on the Council of the American Law Institute and has served on the boards of directors of Zoom Video Communications, Inc., a U.S. publicly traded communications technology company, since 2020, Fortinet, Inc., a U.S. publicly traded cybersecurity and networking solutions company, since November 2024, as well as on the Council on Foreign Relations and the board of trustees at RAND Corporation. Ms. Napolitano holds a B.S. in political science (summa cum laude) from Santa Clara University, where she was a Truman Scholar and the university’s first female valedictorian, and a J.D. from the University of Virginia School of Law. The Nominating and Corporate Governance Committee and Board believe Ms. Napolitano is qualified to serve on the Board due to her extensive leadership experience in running large research institutions and in numerous elected government positions. Vicki Sato, Ph.D., 76, has served as Chairman of the Board of Directors since December 2016. She was a professor of management practice at Harvard Business School from 2006 to 2017 and was a professor in the Department of Molecular and Cell Biology at Harvard University from 2005 to 2015. Previously, she served as President of Vertex Pharmaceuticals, Inc. (Vertex), a U.S. publicly traded biotechnology company, which she joined in 1992. Prior to becoming President of Vertex, she was the Chief Scientific Officer and Senior Vice President of Research and Development. Prior to joining Vertex, Dr. Sato served as Vice President of Research at Biogen Inc., a U.S. publicly traded biopharmaceutical company (Biogen). Dr. Sato currently serves on the boards of directors of the following U.S. publicly traded companies: Allogene Therapeutics, Inc., a biotechnology company, since 2021; and Denali Therapeutics, Inc., a biotechnology company, since 2015 (and as its Chairman since 2016). She previously served on the boards of directors of several U.S. publicly traded companies, including: BMS, from 2016 to 2021; BorgWarner, Inc., a multinational automotive supplier, from 2014 to 2021; Syros Pharmaceuticals, Inc., a biotechnology company, from 2013 to 2019; PerkinElmer, Inc., a life sciences diagnostics, discovery and analytical solutions company, from 2001 to 2017; and Akouos, Inc., a precision genetic medicine company, from 2020 to 2022. Dr. Sato is currently a venture partner at ARCH Venture Partners, L.P. and a member of the National Academies of Sciences, Engineering and Medicines’ Committee on Science, Technology and Law. In addition, she served on President Biden’s Council of Advisors in Science and Technology (PCAST) from 2021 to 2025. Dr. Sato received her A.B. in Biology from Radcliffe College and her A.M. and Ph.D. in Biology from Harvard University. She conducted her postdoctoral work at both the University of California, Berkeley and Stanford Medical Center. The Nominating and Corporate Governance Committee and Board believe Dr. Sato is qualified to serve on the Board due to her experience as a senior executive and as a director of several life sciences companies, and because of her knowledge of our industry.

  14. Directors Continuing in Office Until the 2026 Annual Meeting

    Elliott Sigal, M.D., Ph.D., 73, has served as a member of the Board of Directors since July 2020. Dr. Sigal currently serves as a senior advisor to select biopharmaceutical companies. Previously, he served as Chief Scientific Officer and President of Research & Development of BMS from 2004 until his retirement in 2013 and served on the board of directors from 2011 to 2013. Dr. Sigal joined BMS in 1997 and held positions of increasing responsibility in drug discovery and development and was a member of the executive committee from 2001 to 2013. Prior to BMS, he was Vice President of R&D and Chief Executive Officer for the genomics firm Mercator Genetics Inc. Dr. Sigal currently serves on the board of directors of Alnylam Pharmaceuticals, Inc., a U.S. publicly traded biotechnology company, since 2022. He previously served on the boards of directors of several U.S. publicly traded companies in addition to BMS, including: Adaptimmune Therapeutics plc, a clinical-stage biopharmaceutical company, from 2014 to 2023; Surface Oncology, Inc., an immuno-oncology company, from 2018 to 2023; Spark Therapeutics, Inc., a commercial-stage gene therapy company, from 2014 to 2018; and Mead Johnson Nutrition Company, a global pediatric nutrition company, from 2009 to 2017. Dr. Sigal also serves on the boards of directors of several private biotechnology companies, including: Affinia Therapeutics Inc., a preclinical stage gene therapy company, since 2020; and Tessera Therapeutics, a genome engineering company, since 2021. In addition, he co-chairs the Scientific Advisory Board for Amgen Inc., a U.S. publicly traded biopharmaceutical company. Dr. Sigal holds B.S., M.S. and Ph.D. degrees in industrial engineering from Purdue University and an M.D. from the University of Chicago. He completed his training in internal medicine and pulmonary medicine at University of California, San Francisco School of Medicine, where he also received his research training at the Cardiovascular Research Institute and later served on the faculty. The Nominating and Corporate Governance Committee and Board believe Dr. Sigal is qualified to serve on the Board due to his extensive experience in the life sciences industry and his extensive leadership experience.

  15. Directors Continuing in Office Until the 2027 Annual Meeting

    Directors Continuing in Office Until the 2027 Annual Meeting Marianne De Backer, M.Sc., Ph.D., MBA, 56, has served as our Chief Executive Officer and as a member of the Board of Directors since April 2023. From 2019 to March 2023, Dr. De Backer served as a member of the Executive Committee, and Executive Vice President and Global Head of Strategy, Business Development & Licensing of the Pharmaceuticals division of Bayer AG. Previously, from 1991 to 2019, she was at Johnson & Johnson, a pharmaceutical company, where she most recently held global Business and Corporate Development roles, including the position of Vice President of M&A Operations and Divestitures globally for the Pharmaceuticals Group and Head of Infectious Diseases & Vaccines Business Development. Prior to that she led a commercial business unit in Europe, as well as drug discovery research in both Europe and the United States. Dr. De Backer currently serves on the board of directors for BIO and as a non-executive director on the board of directors of the Gladstone Foundation, a nonprofit organization. Dr. De Backer previously served on the board of directors of Arrowhead Pharmaceuticals Inc., a U.S. publicly traded biotechnology company, from 2019 to 2023, and the Board of Directors of Kronos Bio, Inc., a U.S. publicly traded biotechnology company, from 2021 to 2023. Dr. De Backer holds a Master in molecular biology from the Vrije Universiteit Brussels, a Master in engineering and biochemistry and a Ph.D. in biotechnology from the Ghent University, Belgium, and an M.B.A. from Erasmus University, Rotterdam. The Nominating and Corporate Governance Committee and Board believe Dr. De Backer is qualified to serve on the Board due to her extensive scientific training, business acumen, significant knowledge and experience in the biotechnology, healthcare and pharmaceutical industries and the perspective and experience she brings to the role of Vir Bio’s Chief Executive Officer. Norbert Bischofberger, Ph.D., 69, has served as a member of the Board of Directors since May 2024. Dr. Bischofberger served as President and Chief Executive Officer of Kronos Bio, Inc., a U.S. publicly traded biotechnology company, from 2018 to December 2024, and he continues to serve as a member of the Kronos Bio board of directors. Prior to joining Kronos Bio, Dr. Bischofberger was the Executive Vice President, Research and Development and Chief Scientific Officer at Gilead Sciences, Inc. Dr. Bischofberger joined Gilead in 1990 as Director of Chemistry after having worked as a Senior Scientist in Genentech, Inc.’s DNA Synthesis Group from 1986 to 1990. During his 28-year tenure at Gilead, Dr. Bischofberger presided over the development and approval of more than 25 medicines for a range of serious conditions which led to the transformation of the treatment of diseases such as HIV and viral hepatitis, including hepatitis B and hepatitis C. Dr. Bischofberger was part of the core management team that grew Gilead from less than 50 employees with no revenue to 10,000 employees with $25 billion in revenue. Dr. Bischofberger received a Ph.D. in organic chemistry from Zurich’s Eidgenössische Technische Hochschule and performed postdoctoral research in steroid chemistry at Syntex. He also performed additional research in organic chemistry and applied enzymology in Professor George Whiteside’s lab at Harvard University in Cambridge, Massachusetts. Dr. Bischofberger received an honorary doctorate in Natural Sciences (2016) from The University of Innsbruck and an honorary doctorate in Letters in Medicine (2017) from Baylor College of Medicine and was also elected a Fellow of The American Association for Advancement of Science (2018). In addition to his roles at Vir Bio and Kronos Bio, Dr. Bischofberger also serves on the boards of directors of MiNA Therapeutics Limited, a private biotechnology company focused on small activating RNA therapeutics, since March 2025, and Rezo Therapeutics, Inc., a private biotechnology company focused on mapping disease networks, since 2021. He previously served on the board of directors of Morphic Therapeutic Inc., a U.S. publicly traded biopharmaceutical company, from 2019 until it was acquired by Eli Lilly and Company in August 2024, and the Supervisory Board of Bayer AG, from 2017 to April 2024. The Nominating and Corporate Governance Committee and Board believe Dr. Bischofberger is qualified to serve on the Board due to his mid-to-late-stage clinical development and scientific expertise and his experience as Chief Executive Officer and a director of publicly traded companies. Ramy Farid, Ph.D., 60, has served as a member of the Board of Directors since May 2024. Dr. Farid currently serves as President and Chief Executive Officer, and as a member of the Board of Directors, of Schrödinger, Inc., a U.S. publicly traded biotechnology company. He joined Schrödinger in 2002 and helped advance the company’s computational platform and drug discovery portfolio while assuming positions of increasing responsibility before becoming a member of the Board of Directors in 2012 and Chief Executive Officer in 2017. Dr. Farid has played a key role in implementing major strategic initiatives at Schrödinger, including more than 40 research collaborations and joint ventures, and led the company through its initial public offering in 2020. Dr. Farid currently serves on the board of directors of Ajax Therapeutics, Inc., a private biotechnology company (and collaboration partner of Schrödinger), since 2019, and previously served on the boards of directors of other U.S. publicly traded biotechnology and biopharmaceutical companies, including: Structure Therapeutics Inc., from 2019 to June 2024; and Morphic Therapeutic Inc., from 2016 to 2019 (later acquired by Eli Lilly and Company in August 2024). He also previously served on the boards of directors of several private biotechnology companies, including: Nimbus Therapeutics (which he helped found), from 2009 to 2020; and Oak Hill Bio Ltd., from 2022 to 2024. Dr. Farid began his career in academia and was an assistant professor in the chemistry department at Rutgers University. He was a National Institutes of Health postdoctoral fellow in the Department of Biochemistry and Biophysics at the University of Pennsylvania and received his doctorate degree in chemistry from Caltech. He is an author on over 100 peer reviewed publications. The Nominating and Corporate Governance Committee and Board believe Dr. Farid is qualified to serve on the Board due to his computational and data sciences expertise and his experience as Chief Executive Officer and a director of publicly traded companies.

  16. Stockholder Engagement

    Stockholder Engagement At Vir Biotechnology, we prioritize strong corporate governance and open dialogue with our investors. Each year, we proactively engage with stockholders to discuss our executive compensation program, corporate governance, and strategic direction. This ongoing engagement allows us to gather valuable feedback that directly informs our decision-making. Stockholder feedback has informed the Compensation Committee’s enhancements to the Company’s compensation program over time. For example, in 2022, we introduced enhanced stock ownership guidelines and strengthened our clawback policy to reinforce accountability. In 2023, we expanded our disclosure around the Board’s oversight in our CEO transition, providing greater transparency into the thoughtful CEO succession process leading to the selection of Marianne De Backer, M.Sc., Ph.D., MBA, and the rationale behind her new hire compensation package. In 2024, we took steps to realign our compensation peer group to better align to our market capitalization to the median in our peer group, adopted a formal framework to help the Compensation Committee score aspects of our Annual Incentive Plan, and continued disclosure enhancements in areas of stockholder interest. During the 2024-2025 engagement cycle, we sought feedback from stockholders representing over 68% of our outstanding common stock and met with all stockholders who responded with interest in having a meeting. We also engaged directly with proxy advisor firms ISS and Glass Lewis to better understand their perspective regarding our pay programs and corporate governance practices. The Chair of our Compensation Committee attended several of these meetings. Discussions focused on a variety of topics including business strategy, CEO and other executive leadership transitions, compensation philosophy, and our 2024 say-on-pay results. 2024 Say-on-Pay Vote At our 2024 Annual Meeting, our advisory vote on executive compensation received approximately 79% of stockholder support. We carefully considered this result and incorporated stockholder input into subsequent compensation and governance decisions. Consideration of stockholder feedback All input collected through our stockholder engagement efforts is carefully documented and shared with the Compensation Committee and Board of Directors throughout the year. This process facilitates thoughtful consideration of stockholder perspectives at the highest levels of our organization when determining pay structure, setting executive compensation levels, and refining our proxy disclosures To provide transparency into our decision-making, the table below highlights the most common topics raised by investors over the past year. In several instances, these discussions resulted in meaningful changes to our compensation program. Where we chose to maintain our existing practices, we have provided clear explanations for our decisions. Vir Biotechnology remains committed to maintaining ongoing dialogue with stockholders and will continue to evolve our compensation and governance practices to align with investor expectations and best-in-class corporate governance standards.

  17. Stockholder Engagement

    | What We Heard from Stockholders | How We Responded | | Preference for increased disclosure around how sign-on awards are determined for new hires. | We provided additional rationale on how new hire cash sign-on awards were sized for Dr. Eisner and Mr. O’Byrne. We aimed to provide more specific disclosure around all factors that the Compensation Committee considered to inform the size and structure of the awards. | | Requested additional discussion around why the Compensation Committee believes the current mix of long-term incentives best supports the current stage of Vir Biotechnology, including more detail around the company’s consideration of performance-based equity incentives (e.g., performance-based restricted stock units, or PSUs). | Given the volatility and uncertainty that characterizes clinical-stage biotech companies, we believe our annual and new hire equity mix of 67% stock options (which are entirely “at-risk”) and 33% restricted stock units (RSUs) strongly incentivizes the performance of our NEOs to achieve sustained stock price appreciation. We believe our current equity mix is appropriate for Vir Biotechnology at this time, and well aligned with peer practice, where granting PSUs is a minority practice. The Compensation Committee will continue to review the appropriateness of PSUs for potential inclusion in future years. We do not expect to implement PSUs as a pre-commercial biotech company given the inability to set financial metrics such as revenue or operating income. Further, we want to prioritize agility and responsiveness to changing market conditions and do not believe setting multi-year milestone-based goals provides the right incentives at our current stage. |

  18. Executive Compensation Highlights

    Executive Compensation Highlights Our executive compensation program is designed to attract and retain top caliber talent capable of driving the success of our long-term business strategy. Each year we assess our compensation practices to ensure they remain equitable, competitive, and aligned with performance. In 2024 our key compensation actions included: ◻ Strong pay-for-performance alignment: The majority of each NEO’s compensation is at-risk and tied directly to corporate performance, whether through our annual incentive plan or equity-based awards. We prioritize alignment with the interests of our stockholders in our pay decisions and did not grant any special equity awards or make off-cycle compensation adjustments in 2024 (outside of awards in connection with new hires). ◻ Enhanced disclosure on pay decisions: Building on prior-year disclosure enhancements, we provided greater transparency into how we design and size our pay programs, particularly for equity compensation and new hire awards. We also significantly expanded our discussion of our stockholder engagement this year. ◻ Significant corporate achievements reflected in annual incentive plan results: The above-target 2024 corporate attainment recognizes the company’s significant achievements in 2024 including successfully defining and executing our renewed strategic direction into oncology via a business transformative deal with Sanofi, a strategic reorganization to extend our cash runway and focus resources on our highest-value programs, and the strong execution of ongoing clinical trials which included positive CHD data which supported the initiation of the Phase 3 ECLIPSE registrational program. ◻ Recruited key executive talent: In 2024, we strengthened our leadership team by hiring experienced executives to lead two of our most critical functions: a new Chief Medical Officer and Chief Financial Officer. ◻ Introduced a structured framework to evaluate annual incentive outcomes: Given the rapidly shifting nature of our business as a pre-commercial biotech company, we introduced a formal framework to help the Board of Directors and Compensation Committee make more consistent, objective decisions when assessing the annual corporate scorecard, and to provide better clarity to investors into how outcomes are determined.

  19. Executive Compensation Philosophy and Overview

    Executive Compensation Philosophy and Overview Our executive compensation program is designed to enable us to attract and retain outstanding talent, to motivate management to achieve the Company’s critical priorities, and to align management’s incentives with the long-term interests of our stockholders. In line with this philosophy, our executive compensation program consists of three primary elements: •Base salary •Short-term cash incentive •Long-term equity incentive The Compensation Committee believes these three elements, balancing the portion of “base” and “at risk” compensation, serve to both compensate management for their service and align their interests with those of our stockholders. Though the Compensation Committee has not adopted any formal policies or guidelines that dictate the allocation of compensation between these elements, the emphasis is on the “at risk” elements of pay through short-term and long-term incentives (primarily in the form of stock options). The Compensation Committee reviews executive compensation annually to ensure both pay levels and mix remain competitive and allow us to recruit and retain the caliber of executive officers necessary to fulfill our critical mission of powering the immune system to transform lives.

  20. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant Since 2019, the Compensation Committee has engaged an independent external consultant, Semler Brossy, to advise on overall compensation matters, including: •Guidance and recommendations on the composition of our compensation peer group; •Market data from our peer group for analysis and design of the compensation levels of our executive officers and non-employee directors; •Overall compensation program design; •Guidance on our compensation philosophy and strategy; •Input on compensation actions for executive promotions and new hires; and •Input on the Executive Compensation portion of our CD&A. Semler Brossy reports directly to the Compensation Committee and to its Chair. Additionally, Semler Brossy works with management to source market data and to arrive at market benchmarks for NEOs. Each year, the Compensation Committee performs an assessment of Semler Brossy’s independence. In 2024, the Compensation Committee determined that Semler Brossy is independent consistent with the listing standards of the relevant Nasdaq and SEC rules and that Semler Brossy’s engagement does not raise any conflict of interest. During 2024, Semler Brossy did not provide services to the Company other than the services to the Compensation Committee described herein.

  21. Role of Market Data

    Role of Market Data The Compensation Committee uses competitive market analyses from a group of peer companies as one input for compensation decisions when reviewing executive compensation levels and practices. The Compensation Committee also uses market data from broader Radford Global Life Sciences compensation surveys and their own knowledge and judgement in evaluating market data when making compensation decisions. With the assistance of its compensation consultant, the Compensation Committee considers several factors when reviewing companies for inclusion in our peer group. The primary factors for consideration are industry (biotechnology and pharmaceuticals), stage of drug development, and market valuation. Other key factors considered include similarity of our therapeutic and technological focus, number of employees, R&D spend, and breadth of platforms and clinical trials. The peer group is reviewed annually to ensure it is appropriately reflective of Vir Biotechnology’s business and talent dynamics at that time. For the 2024 peer group, the Compensation Committee made no changes relative to the group in 2023 other than removing three peers that had been acquired during the prior year (Biohaven Pharmaceuticals, Turning Point Therapeutics, and Global Blood Therapeutics). As a result, the following 18 companies were approved in September 2023 for use in 2024 compensation decisions:

  22. Role of Market Data

    | Allogene Therapeutics, Inc. | CRISPR Therapeutics AG | Mirati Therapeutics, Inc. | | Appelis Pharmaceuticals | Denali Therapeutics Inc. | Novavax, Inc. | | Arrowhead Pharmaceuticals, Inc. | Dynavax Technologies | Reata Pharmaceuticals, Inc. | | Beam Therapeutics Inc. | Editas Medicine Inc. | REGENXBIO Inc. | | Blueprint Medicines Corporation | Intellia Therapeutics, Inc. | Ultragenyx Pharmaceutical Inc. | | BridgeBio Pharma, Inc. | Iovance Biotherapeutics, Inc. | Xencor, Inc. |

  23. Role of Market Data

    For the 2025 peer group, the Compensation Committee approved additional changes to better align Vir Biotechnology’s market capitalization with the median of the group. To support this goal, we removed six companies: four with the highest market capitalizations (Blueprint Medicines, BridgeBio Pharma, Apellis, and CRISPR Therapeutics AG). We also added five new companies: four with below-median market capitalization (Relay Therapeutics, Replimune Group, iTeos Therapeutics, and IGM Biosciences) and one that was above (Janux Therapeutics) but had a strong business fit and similar therapeutic focus and approach. In addition, two companies that were acquired during the year were also removed (Reata Pharmaceuticals and Mirati Therapeutics). As a result, the following 17 companies were approved in September 2024 for use in 2025 compensation decisions:

  24. Role of Market Data

    | Allogene Therapeutics, Inc. | Janux Therapeutics | REGENXBIO Inc. | | Arrowhead Pharmaceuticals, Inc. | IGM Biosciences | Relay Therapeutics | | Beam Therapeutics Inc. | Intellia Therapeutics, Inc. | Replimmune Group | | Denali Therapeutics Inc. | Iovance Biotherapeutics, Inc. | Ultragenyx Pharmaceutical Inc. | | Dynavax Technologies | iTeos Therapeutics | Xencor, Inc. | | Editas Medicine Inc. | Novavax, Inc. | |

  25. Role of Market Data

    Following these changes, our 17-company peer group now places Vir Biotechnology’s September 1, 2024 market capitalization of $1.5 billion around the median of the group based on one-month and three-month average valuations.

  26. Executive Compensation Program and Compensation Decisions for the Named Executive Officers

    | Compensation Component | Purpose | Features | | Base Salary | •Attracts and retains top caliber talent who have demonstrated track records of success. | •Fixed compensation component payable in cash. •Provides a stable form of reliable income. •Based on responsibilities, experience, contributions, and market data. | | Annual Incentive Plan | •Links annual cash incentive to the attainment of the most significant drivers of the Company’s near-term success. •Motivates, attracts, and retains executives. | •Variable cash component with payouts, if any, based on combination of Company and individual performance. •Goals determined at the beginning of the fiscal year with attainment assessed the following year based on corporate scorecard and individual performance. | | Long-Term Incentives | •Closely aligns the interests of our executives with those of our stockholders. •Encourages long-term, sustainable performance and ongoing retention. •Options are more performance-oriented since they provide value to our NEOs only with sustained stock price appreciation. •RSUs provide a stable and retentive form of equity compensation. | •Multi-year vesting based on continued service. •Annual and new hire equity typically in the form of 33% RSUs and 67% stock options (in terms of number of shares), vesting over a four-year period. •Award levels are differentiated based on market data, and to reward and retain specific individuals. |

  27. Annual Incentive Plan (AIP)

    Annual Incentive Plan (AIP) Our NEOs are eligible to receive an annual cash incentive based on individual and corporate performance, which is designed to incentivize our NEOs to achieve critical short-term goals, to align their payouts with our business strategy and outcomes, and to enhance our NEOs’ cash compensation for periods where merited by our corporate and individual performances. Each of our NEOs is assigned a target annual incentive opportunity based upon a percentage of his or her base salary with consideration given to each NEO’s accountability, scope of responsibilities and potential impact on corporate performance. Relative to 2023, there were no changes to Dr. De Backer’s target AIP percentage at 80% of base salary, or target AIP percentages for other NEOs at 45% of base salary. Payouts of each NEO’s annual incentive are typically approved by the Compensation Committee during the first quarter of each year, shortly after the end of the annual performance period and assessment of the corporate scorecard. After corporate performance against the strategic goals has been determined, each NEO’s payout is subject to further adjustments based on the Compensation Committee’s assessment of the executive’s individual performance for the year, with input from the CEO on NEOs other than herself. Individual adjustments are typically no more than +/- 20%, and total payouts are capped at 150% of target for each NEO. For 2025, there were no changes to the CEO’s or any NEO’s target AIP percentages. 2024 AIP Scorecard Designing the 2024 AIP scorecard involved multiple meetings with the Board of Directors and Compensation Committee to ensure its alignment with the Company’s business strategy. The 2024 goals, which were approved by the Board of Directors in February 2024, were intended to motivate and reward the achievement of Vir Biotechnology’s most critical drivers of near-term success. The entirety of our AIP scorecard is aligned with our business strategy and weighted by relative importance so that overall corporate achievement can be objectively measured. In 2024, our goals were defined across five categories: development (40%), research (15%), business development (15%), financial and capital allocation (20%), and compliance and culture (10%). The Board of Directors and Compensation Committee believed that each goal was strongly aligned to the creation of stockholder value. The table below and narrative that follows provide detailed information on the specific category weightings, achievements, and scoring of our 2024 scorecard. We aim to offer stockholders transparent insight into how the Compensation Committee and the Board of Directors evaluated performance against each of our pre-established goals. However, a subset of these goals include sensitive competitive data, which if disclosed could cause competitive harm. As such, we did not provide as much detailed information on the achievement of these goals as we did for others (e.g., listing certain pre-clinical research targets, discussing ongoing business development initiatives, and disclosing previously undisclosed financial targets):

  28. Annual Incentive Plan (AIP)

    | Goal Category (% weight) | Summary of Achievements Considered | Percent Achieved | Weighted Score | | Development (40% weight) | •Chronic Hepatitis B (CHB): Advanced MARCH-B (doublet and triple therapy) studies to 48-week end-of-treatment data •Chronic Hepatitis D (CHD): Advanced SOLSTICE (mono and doublet therapy) studies to 24-week data •Chronic Hepatitis D (CHD): Achieved promising clinical data that supported the receipt of Breakthrough Therapy designation from the FDA, and Priority Medicines designation from the EMA •CMV platform: As part of our strategic restructuring, phased out the T cell-based viral vector platform programs. We continue to support on-going clinical trials being conducted by government partners to facilitate the transfer of VIR-1388 development to organizations who have an interest in potentially continuing this work beyond Phase I trials •Ensured timely supply of drug product and drug supply for all clinical trials ahead of schedule | 125% | 50% | | Research (15% weight) | •We were on-track to achieve our goal of submitting two investigational new drug applications by the end of the year, but deprioritized this goal to focus capital and resources on higher-value priorities, such as undisclosed PRO-XTEN™ T-Cell Engager targets •Overachieved our goal of advancing one earlier stage research project to request for development (RFD) | 110% | 17% | | Business Development (15% weight) | •Exclusively licensed three clinical-stage masked T-cell engager programs plus PRO-XTEN™ program for use in oncology and infectious disease •Initiated several promising meetings to secure potential partners for relevant clinical programs | 125% | 19% | | Finance and Capital Allocation (20% weight) | •Implemented several cost saving initiatives including workforce reduction, phase out of non-prioritized programs, and more disciplined financial stewardship enabling a significantly lower non-GAAP operating expenditure than initially guided range •Completed strategically aligned technology and capability investments such as the buildout of our new process development laboratory and the continued application of Artificial Intelligence (AI) capabilities, such as our data AI structure and antibody system, or dAIsY™ system | 125% | 25% | | Compliance and Culture (10% weight) | •Ensured adherence to our quality standards which enabled inspection success and the on-time delivery of safe medicines to patients •Strongly exceeded target annual employee survey participation rate, but did not achieve target engagement score results | 100% | 10% | | Total | | | 120% |

  29. Annual Incentive Plan (AIP)

    In February 2025, based on the recommendation of the Compensation Committee, the Board of Directors determined that corporate performance for 2024 exceeded expectations, resulting in an overall annual incentive payout at 120% of target. This determination reflected strong execution across nearly all goal categories, with notable outperformance in three key areas: •Development – Delivered compelling Phase 2 CHD clinical data, establishing a clear regulatory pathway for registration. As a result, the Phase 3 ECLIPSE registrational program is set to begin in the first half of 2025. •Finance and Capital Allocation – Achieved significant cost reductions totaling in ongoing savings through pipeline prioritization, workforce reductions, site consolidations, and disciplined expense management. These efforts helped drive a 32% year-over-year decrease in general & administrative expenses, as well as a 30% year-over-year decrease in research & development expenses (excluding the upfront $103 million Sanofi R&D transaction expense). •Business Development – Successfully executed a strategic pivot into oncology by in-licensing three potential best-in-class cancer therapeutics and the PRO-XTEN™ platform for use in oncology and infectious disease, while onboarding ~50 Sanofi employees to ensure uninterrupted progress across clinical and preclinical programs. This transformational transaction diversified and strengthened our pipeline. Beginning with the 2024 payout, the Compensation Committee adopted a structured framework to help score more subjective aspects of the AIP program. The goal of the framework is to enable the Board of Directors and Compensation Committee to take a consistent approach to scoring goals each year. The framework provides guidelines around three areas: (1) how to balance the execution of clinical trials (e.g., timeliness, spend relative to budget, quality of design, etc.) with the scientific results/outcomes of those trials in determining achievement; (2) approach to assess goals that become no longer relevant due to an unanticipated mid-cycle shift in business strategy; and (3) when it’s appropriate to apply an upwards or downwards modifier to the scorecard based on achievements (both positive and negative) not captured in the scorecard goals. This framework played an important role this year in helping the Board score and assess a portion of our Research goals that we deprioritized following our corporate restructuring and evolution of our corporate strategy with the Sanofi transaction. Payouts for each NEO were further weighted to reflect each NEO’s individual performance. Final 2024 payouts as a percentage of target are detailed below:

  30. Annual Incentive Plan (AIP)

    | Name | 2024 Base Salary | 2024 Target AIP % of Salary | 2024 Corporate Attainment % | 2024 Proration Factor % | 2024 Individual Attainment % | 2024 Bonus Payout Value | | Marianne De Backer, M.Sc., Ph.D., MBA Chief Executive Officer | $925,000 | 80% | 120% | -- | 115% | $1,021,200 | | Mark Eisner, M.D., M.P.H. (1) Chief Medical Officer | $650,000 | 45% | 120% | 58% | 108% | $221,130 | | Sung Lee (2) Former Chief Financial Officer | $545,000 | -- | -- | -- | -- | $— | | Jason O’Byrne, MBA (3) Chief Financial Officer | $530,000 | -- | -- | -- | -- | $— | | Ann (Aine) Hanly, Ph.D. (2) Former Chief Technology Officer | $515,000 | -- | -- | -- | -- | $— | | Vanina de Verneuil, J.D. General Counsel and Corporate Secretary | $490,000 | 45% | 120% | -- | 112% | $296,352 |

  31. Annual Incentive Plan (AIP)

    (1)Dr. Eisner’s 2024 target AIP was prorated 58% given his start date in June 2024. (2)Mr. Lee and Dr. Hanly were not eligible for a 2024 bonus payout given their termination dates prior to the date of payout. (3)Mr. O’Byrne was not eligible for the annual bonus given his start date in October 2024 (and like other Executive Vice Presidents, his 2025 target AIP will be 45% of base salary). In February 2025, the Board assessed the CEO’s performance for the year and recommended that the Compensation Committee approve a 115% level of individual attainment for Dr. De Backer. The Board felt that Dr. De Backer provided extraordinary leadership and navigation of the company throughout the year, highlighted successfully defining and executing the business-transformative transaction with Sanofi which broadened Vir Biotechnology’s aperture to include oncology. She also made purpose-led changes to focus resources on the Company’s most promising programs in infectious diseases and oncology to maximize value creation and deliver transformative therapies to patients. The Company enters 2025 poised for significant advancement with the initiation of its Phase 3 registrational program in CHD and future clinical progression of its dual-masked T-cell engagers in solid tumors. Dr. De Backer’s pay decision recognizes the significant progress made in advancing our pipeline and positioning for long-term growth and success. In determining the level of individual attainment for the other NEOs, the Compensation Committee considered the following achievements as well as Dr. De Backer’s recommendation for each individual: Dr. Eisner’s level of 108% individual attainment recognized his strategic oversight and execution of key development and regulatory milestones. During his first week of joining Vir Biotechnology, he represented the company at the European Association for the Study of the Liver (EASL) Conference where we presented data on our Phase 2 SOLSTICE study for the treatment of people living with CHD. Subsequent positive data supported the FDA’s Breakthrough Therapy designation and EMA PRIME Designation for tobevibart and elebsiran in CHD. His individual attainment not only celebrates the Company’s achievement in CHD, but also the pivotal role he played in the restructuring of the Company and organization of the CMO function while continuing to advance our pipeline. He also played a vital role in business development efforts, and helped ensure that the ongoing Sanofi TCE programs remained on-track during integration. Ms. de Verneuil’s level of 112% individual attainment reflects her instrumental role in executing the Sanofi transaction which expanded Vir Biotechnology’s strategic direction and leadership in a transformative year for the Company. Her expertise in navigating complex legal and regulatory landscapes, combined with her strategic counsel, ensured the protection and advancement of stockholder value. Beyond providing comprehensive guidance over the Sanofi transaction, she led Vir Biotechnology’s high-performing legal function, contributed to the Company’s culture with the energy she brings to teams, and enhanced the Company’s governance practices. Her ability to anticipate legal and business challenges, coupled with her decisive leadership and enterprise mindset, reinforced the Company’s resilience and positioned us for sustainable growth.

  32. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Long-term incentive compensation granted in the form of equity awards is a critical portion of our overall compensation program. Equity awards are intended to (i) further align the interests of our NEOs with the interests of our stockholders, (ii) emphasize long-term financial performance, (iii) reward sustained share price appreciation and (iv) support the retention of our management team. Given the nature of the Company and business, we have experienced high stock price volatility. To help manage challenges with volatility, we worked to design the program to emphasize long-term, sustained performance. The plan includes: •Annual equity grants to establish overlapping grant vesting, which are on a more frequent and consistent basis, further extending and reinforcing the program’s long-term orientation and retentive value. •A mix of equity awards that include both RSUs and stock options. RSUs provide more certainty in value during periods of stock market volatility. Stock options are provided as a performance-oriented equity vehicle given they require an increase in the stock price to deliver value to our NEOs. •Equity ownership guidelines that reinforce outright ownership and further align executive interests with those of our stockholders. Our annual and new hire RSUs and stock options vest over a four-year period. The RSUs vest 25% annually over four years, and the stock options cliff vest at 25% after one year, then vest in equal monthly installments for the next 36 months. We typically grant annual and new hire equity using a mix of 1/3 RSUs and 2/3 stock options (in terms of number of shares). 2024 Annual Equity Awards The Compensation Committee, with the help of its independent compensation consultant, evaluates various internal and external factors to determine the size of our annual equity awards. Internally, the Committee considers any promotions or changes in role, recognition of significant contributions, and individual retention objectives to help size and differentiate the awards. Externally, the Committee evaluates other inputs in addition to grant date fair value given the highly volatile nature of our stock. These factors include: •Number of shares granted (as a percentage of shares outstanding) •Potential realizable value under different stock price scenarios •Outstanding unvested and total equity holdings Consistent with this approach, the Committee granted the following annual equity awards in February 2024:

  33. Long-Term Incentive Compensation

    | Name | # Annual RSUs | # Annual Options | Option Exercise Price | Grant Date Fair Value of RSUs and Options | | Marianne De Backer, M.Sc., Ph.D., MBA Chief Executive Officer | 175,000 | 350,000 | $10.11 | $4,467,050 | | Sung Lee (1) Former Chief Financial Officer | 40,000 | 80,000 | $10.11 | $1,021,040 | | Ann (Aine) Hanly, Ph.D. (1) Former Chief Technology Officer | 32,500 | 65,000 | $10.11 | $829,595 | | Vanina de Verneuil, J.D. General Counsel and Corporate Secretary | 22,500 | 45,000 | $10.11 | $574,335 |

  34. Long-Term Incentive Compensation

    (1)Unvested Annual RSUs and Annual Options were forfeited upon Mr. Lee’s and Dr. Hanly’s departures. Dr. Eisner and Mr. O’Byrne each received new hire equity awards upon their respective start dates in 2024, detailed in the section below titled “—2024 New Hire Sign-On Awards.”

  35. 2024 New Hire Sign-On Awards

    2024 New Hire Sign-On Awards Like the annual equity awards, the Compensation Committee considers a variety of factors in determining the size of new hire equity awards such as peer market data and what type of outstanding equity the new hire is forfeiting (if any) at their prior employer. When assessing the peer market data, the Compensation Committee considers the percentage of Vir Biotechnology’s shares outstanding represented by the potential grant, potential realizable value, and grant date fair value. New hire equity grants for Dr. Eisner and Mr. O’Byrne are detailed below:

  36. 2024 New Hire Sign-On Awards

    | Name | # New Hire RSUs | # New Hire Options | Option Exercise Price | Grant Date Fair Value of RSUs and Options | | Mark Eisner, M.D., M.P.H. Chief Medical Officer | 75,000 | 150,000 | $9.37 | $1,777,845 | | Jason O’Byrne, MBA Chief Financial Officer | 75,000 | 150,000 | $8.64 | $1,639,335 |

  37. 2024 New Hire Sign-On Awards

    As noted above, annual and new hire RSU and stock option awards vest over a four-year period. In addition to the new hire equity awards, we provided Dr. Eisner and Mr. O’Byrne new hire cash signing bonuses of $750,000 and $450,000, respectively. Dr. Eisner’s signing bonus will be paid in two equal installments: the first installment paid upon the first payroll after his start date and the second installment paid on the payroll immediately following his first anniversary of his start date. The size of his award considered his sizable equity stake in Sonoma which he was required to forfeit and his forfeited bonus in 2024. A portion of the award also served as additional inducement for him to join Vir Biotechnology and represent the company at the 2024’s European Association for the Study of the Liver (EASL) which began two days after his start date. Mr. O’Byrne’s signing bonus will be paid in three equal installments: the first installment paid upon the first payroll after his start date, the second installment paid on the payroll immediately following his first anniversary of his start date, and the third installment paid on the payroll immediately following his second anniversary of his start date. The size of his award primarily served as a make-whole for his forfeited bonus in 2024. In addition, because of his start date in October, he was not eligible to participate in Vir Biotechnology’s 2024 annual incentive program.

  38. 2025 Compensation Actions

    2025 Compensation Actions In February 2025, the Compensation Committee approved modest 1.0% to 4.0% base salary increases for each NEO and did not make any changes to their target AIP percentages. Relative to 2024, annual equity awards for Dr. De Backer and Ms. de Verneuil were slightly higher in terms of grant date fair value given a slightly higher number of shares were granted. Dr. Eisner’s and Mr. O’Byrne’s annual equity awards considered their recent new hire equity grants in determining their annual equity awards.

  39. 2025 Compensation Actions

    | Name | # Annual RSUs | # Annual Options | Option Exercise Price | Grant Date Fair Value of RSUs and Options | | Marianne De Backer, M.Sc., Ph.D., MBA Chief Executive Officer | 240,000 | 480,000 | $9.57 | $5,804,160 | | Mark Eisner, M.D., M.P.H. Chief Medical Officer | 40,000 | 80,000 | $9.57 | $967,360 | | Jason O’Byrne, MBA Chief Financial Officer | 40,000 | 80,000 | $9.57 | $967,360 | | Vanina de Verneuil, J.D. General Counsel and Corporate Secretary | 35,000 | 70,000 | $9.57 | $846,440 |

  40. Post-Employment Compensation

    Post-Employment Compensation Our NEOs are entitled to certain severance and change in control payments and benefits pursuant to the Vir Biotechnology, Inc. Change in Control and Severance Benefit Plan and, if applicable, their respective offer letters, as described in more detail below in the section titled “—Potential Payments Upon Termination or Change in Control.” The plan provides for a combination of a lump-sum cash severance payment, continued health benefits and acceleration of vesting on outstanding equity awards in specified circumstances. Acceleration of vesting, other than for Dr. De Backer, is generally subject to a “double trigger” arrangement, meaning that vesting acceleration occurs only in the event of a change in control of the Company in connection with or followed by a termination of employment without cause by us, or with good reason by the NEO. For Dr. De Backer acceleration of vesting upon a Change in Control is subject to her employment letter agreement described in more detail under the section titled “—Agreements with Current Named Executive Officers.” Given the industry in which we participate and the range of strategic initiatives that we may explore, we believe these arrangements are an essential element of our executive compensation package and assist us in recruiting and retaining talented individuals. In addition, since we believe it may be difficult for our NEOs to find comparable employment following an involuntary termination of employment in connection with or following a change in control of the Company, these payments and benefits are intended to ease the consequences to a NEO of an unexpected termination of employment. By establishing these payments and benefits, we believe we can mitigate the distraction and loss of our NEOs that may occur in connection with rumored or actual fundamental corporate changes and thereby protect stockholder interests while a transaction is under consideration or pending.

  41. Accounting and Tax Considerations

    Accounting and Tax Considerations Section 162(m) of the Code generally disallows a tax deduction to public companies for compensation in excess of $1 million paid in any one year to each of certain of the Company’s current and former executive officers. While the Compensation Committee generally considers the financial accounting and tax implications to us of its executive compensation decisions, neither element was a material consideration in the compensation awarded to our NEOs in 2024. Under Financial Accounting Standard Board ASC Topic 718 (ASC Topic 718), we are required to estimate and record an expense for each share-based payment award (including stock options) over the vesting period of the award. We record share-based compensation expense on an ongoing basis according to ASC Topic 718.

  42. Summary Compensation Table

    Summary Compensation Table The following table shows the compensation paid to or earned by our NEOs during the years ended December 31, 2024, December 31, 2023, and December 31, 2022, for the year(s) in which they were a NEO. For a narrative description of material factors helpful to understand the information disclosed in the table below for 2024, please see “—Compensation Discussion and Analysis” above and the narrative to this table.

  43. Summary Compensation Table

    | Name and principal position | Year | Salary ($)(1) | Bonus ($)(2) | Stock awards ($)(3) | Option awards ($)(3) | Non-equity incentive plan compensation ($)(4) | All other compensation ($)(5) | Total ($) | | Marianne De Backer, M.Sc., Ph.D., MBA Chief Executive Officer and Director | 2024 | 920,833 | 2,500,000 | 1,769,250 | 2,697,800 | 1,021,200 | 346,820 | 9,255,903 | | | 2023 | 675,000 | 2,500,000 | 13,419,803 | 21,604,153 | 855,360 | 437,179 | 39,491,495 | | Vanina de Verneuil, J.D.(6) Executive Vice President, General Counsel and Corporate Secretary | 2024 | 486,667 | 300,000 | 227,475 | 346,860 | 296,352 | 12,117 | 1,669,471 | | Mark Eisner, M.D., M.P.H.(7) Executive Vice President and Chief Medical Officer | 2024 | 379,167 | 375,000 | 702,750 | 1,075,095 | 221,130 | 3,123 | 2,756,265 | | Ann (Aine) Hanly, Ph.D. (8) Executive Vice President and Chief Technology Officer | 2024 | 512,367 | — | 328,575 | 501,020 | — | 53,200 | 1,395,162 | | | 2023 | 496,000 | — | 1,012,875 | 1,204,984 | 266,872 | 133,200 | 3,113,931 | | | 2022 | 474,167 | — | 1,577,180 | 1,159,354 | 181,440 | 186,625 | 3,578,766 | | Sung Lee(9) Former Executive Vice President and Chief Financial Officer | 2024 | 184,527 | 500,000 | 404,400 | 616,640 | — | 33,990 | 1,739,557 | | | 2023 | 402,865 | — | 1,530,165 | 2,472,231 | 293,423 | 149,690 | 4,848,374 | | Jason O’Byrne, MBA(10) Executive Vice President and Chief Financial Officer | 2024 | 130,492 | 150,000 | 648,000 | 991,335 | — | — | 1,919,827 |

  44. Summary Compensation Table

    (1)Salary amounts represent actual amounts paid during 2024, 2023 or 2022. (2)For 2024, the amounts in this column represent: (i) for Dr. De Backer, $2,500,000 reflecting the second and final installment of a sign-on bonus agreed to in connection with her hiring and employment letter in January 2023, and paid in April 2024, subject to continued employment. Dr. De Backer’s total compensation for 2024, excluding the second installment of her 2023 sign-on bonus, was $6,755,903; (ii) for Ms. de Verneuil, two installments of $150,000 paid in each of January 2024 and July 2024 in connection with a retention cash award granted to Ms. de Verneuil in July 2023; (iii) for Dr. Eisner, $375,000 for the first installment of a sign-on bonus paid in June 2024 in connection with Dr. Eisner’s employment letter agreement; (iv) for Mr. Lee, $500,000 for a sign-on bonus paid in May 2024 in connection with Mr. Lee’s employment letter agreement from 2023; and (v) for Mr. O’Byrne, $150,000 for the first installment of a sign-on bonus paid in October 2024 in connection with Mr. O’Byrne’s employment letter agreement. See the below narrative section “—Agreements with Current Named Executive Officers” for a description of the material terms pursuant to which sign-on or retention bonuses were awarded to our NEOs, as applicable. All other cash bonuses in 2024, which were based on achievement of performance goals, are disclosed in the column titled “Non-equity incentive plan compensation.” (3)In accordance with SEC rules, this column reflects the aggregate grant date fair value of the stock awards and option awards, as applicable, granted during fiscal years 2024, 2023 and 2022 computed in accordance with ASC Topic 718 for stock-based compensation transactions. For a discussion of valuation assumptions, see Note 12 “Stock-Based Awards” to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. These amounts do not reflect the actual economic value that will be realized by the NEO upon, as applicable, the vesting of the stock options, the exercise of the stock options, the vesting of the stock awards or the sale of the common stock underlying such stock options and/or such stock awards. (4)For 2024, the amounts in this column reflect performance-based cash bonuses awarded to our NEOs under our 2024 AIP. See the above narrative section “—Compensation Discussion and Analysis—Annual Incentive Plan” for a description of bonuses and non-equity incentive plan compensation and the material terms pursuant to which this compensation was awarded. (5)For 2024, the amounts in this column represent: (i) for Dr. De Backer, (a) $274,934 in reimbursement of expenses related to Dr. De Backer’s relocation to the San Francisco area, of which $122,153 relates to a tax gross-up, (b) $13,200 for matching contributions made by us under our 401(k) plan and (c) $58,656 for tax services; (ii) for Ms. de Verneuil, $12,117 for matching contributions made by us under our 401(k) plan; (iii) for Dr. Eiser. $3,123 for matching contributions made by us under our 401(k) plan; (vi) for Dr. Hanly, (a) $40,000 in reimbursement of expenses related to Dr. Hanly’s relocation to the San Francisco area, and (b) $13,200 for matching contributions made by us under our 401(k) plan; and (v) for Mr. Lee, (a) $4,124 in reimbursement of expenses related to Mr. Lee’s relocation to the San Francisco area, of which $1,620 relates to a tax gross-up, (b) $13,200 for matching contributions made by us under our 401(k) plan and (c) $16,666 for tax services. (6)Ms. de Verneuil was appointed as our Executive Vice President, General Counsel and Corporate Secretary effective October 1, 2024. (7)Dr. Eisner was appointed as our Executive Vice President and Chief Medical Officer effective June 3, 2024. Dr. Eisner’s 2024 target AIP was prorated based on his start date of June 3, 2024. (8)Dr. Hanly resigned effective February 26, 2025. Dr. Hanly did not receive a bonus under our 2024 AIP given her termination date prior to the date of payout. (9)Mr. Lee resigned effective May 3, 2024. Mr. Lee’s base salary for 2024 was $545,000, of which he received a pro rata share from January 1, 2024 through May 3, 2024. Mr. Lee did not receive a bonus under our 2024 AIP given his termination date prior to the date of payout. (10)Mr. O’Byrne was appointed as our Executive Vice President and Chief Financial Officer effective October 2, 2024. Mr. O’Byrne was not eligible to receive a bonus under our 2024 AIP given his start date of October 2, 2024 (since a minimum three months of service during the plan year are required for eligibility).

  45. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table shows for the year ended December 31, 2024, certain information regarding grants of plan-based awards to our NEOs.

  46. Grants of Plan-Based Awards in 2024

    | | | Estimated future payouts under non- equity incentive plan awards(1) | | | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | All other stock awards: number of shares of stock or units (#)(2) | All other option awards: number of securities underlying options (#)(2) | Exercise or base price of option awards ($/Share)(3) | Grant date fair value of stock and option awards ($) | | Marianne De Backer, M.Sc., Ph.D., MBA | | | | | | | | | | Stock option award | 2/22/2024 | | — | — | — | 350,000 | 10.11 | 2,697,800 | | Restricted Stock Units | 2/22/2024 | | — | — | 175,000 | — | — | 1,769,250 | | Annual Bonus | — | | 740,000 | 1,110,000 | — | — | — | — | | Vanina de Verneuil, J.D. | | | | | | | | | | Stock option award | 2/22/2024 | | — | — | — | 45,000 | 10.11 | 346,860 | | Restricted Stock Units | 2/22/2024 | | — | — | 22,500 | — | — | 227,475 | | Annual Bonus | — | | 220,500 | 330,750 | — | — | — | — | | Mark Eisner, M.D., M.P.H.(4) | | | | | | | | | | Stock option award | 7/15/2024 | | — | — | — | 150,000 | 9.37 | 1,075,095 | | Restricted Stock Units | 7/15/2024 | | — | — | 75,000 | — | — | 702,750 | | Annual Bonus | — | | 292,500 | 438,750 | — | — | — | — | | Ann (Aine) Hanly, Ph.D.(5) | | | | | | | | | | Stock option award | 2/22/2024 | | — | — | — | 65,000 | 10.11 | 501,020 | | Restricted Stock Units | 2/22/2024 | | — | — | 32,500 | — | — | 328,575 | | Annual Bonus | — | | 231,750 | 347,625 | — | — | — | — | | Sung Lee(6) | | | | | | | | | | Stock option award | 2/22/2024 | | — | — | — | 80,000 | 10.11 | 616,640 | | Restricted Stock Units | 2/22/2024 | | — | — | 40,000 | — | — | 404,400 | | Annual Bonus | — | | — | — | — | — | — | — | | Jason O’Byrne, MBA(7) | | | | | | | | | | Stock option award | 11/15/2024 | | — | — | — | 150,000 | 8.64 | 991,335 | | Restricted Stock Units | 11/15/2024 | | — | — | 75,000 | — | — | 648,000 | | Annual Bonus | — | | — | — | — | — | — | — |

  47. Grants of Plan-Based Awards in 2024

    (1)These amounts relate to the performance-based cash bonuses under the 2024 AIP. See the above narrative section “—Compensation Discussion and Analysis—Annual Incentive Plan” for a description of bonuses and non-equity incentive plan compensation and the material terms pursuant to which this compensation was awarded. The amounts shown in the “Target” column represent the 2024 target payout amount based on the target percentage applied to each NEO’s base salary as of December 31, 2024. For 2024, the established bonus targets were 80% for Dr. De Backer, and 45% of base salary for each of Drs. Eisner and Hanly, and Mr. Lee. For Mr. O’Byrne, the terms of his employment agreement provided for a bonus target of 45% of his salary, but he was not eligible to receive a cash bonus under the 2024 AIP given his start date of October 2, 2024 (since a minimum three months of service during the plan year is required for eligibility). There are no threshold amounts under the 2024 AIP. Actual amounts paid to each NEO are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. (2)All stock options and RSUs were granted under the 2019 Plan. See the above narrative section “—Compensation Discussion and Analysis—Long-Term Incentive Compensation” for a description of equity awards granted to our NEOs, as well as discussion in the above narrative section “—Agreements with Current Named Executive Officers” for a further description of the material terms of the stock and option awards granted to each NEO during the year ended December 31, 2024. (3)The Company uses the closing market price on the trading day immediately preceding the grant date as the exercise price for stock options. (4)Dr. Eisner’s 2024 target and maximum values under the 2024 AIP were prorated based on his start date of June 3, 2024. (5)Dr. Hanly resigned effective February 26, 2025. As a result of her separation, Dr. Hanly forfeited all of her unvested stock option awards and RSUs. Vesting of her equity awards ceased as of February 26, 2025, and she was entitled to exercise any vested stock option awards under the 2019 Plan until the earlier of (a) the date that is three months following her separation from the Company and (b) the expiration of the term of such stock option award. Dr. Hanly did not receive a bonus under our 2024 AIP given her termination date prior to the date of payout. (6)Mr. Lee resigned effective May 3, 2024. As a result of his separation, Mr. Lee forfeited all then unvested stock option awards and RSUs that were held by him. Vesting of his equity awards ceased as of May 3, 2024, and he was entitled to exercise any vested stock option awards under the 2019 Plan until the earlier of (a) the date that is three months following his separation from the Company and (b) the expiration of the term of such stock option award. Mr. Lee did not receive a bonus under our 2024 AIP given his termination date prior to the date of payout. (7)Mr. O’Byrne was not eligible to receive a cash bonus under the 2024 AIP given his start date of October 2, 2024 (since a minimum three months of service during the plan year is required for eligibility).

  48. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024 The following table presents information concerning equity awards held by our NEOs as of December 31, 2024.

  49. Outstanding Equity Awards at Fiscal Year-End 2024

    | Option Awards | | | | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Marianne De Backer, M.Sc., Ph.D., MBA | 2/22/2024(2) | 2/22/2024 | — | 350,000 | 10.11 | 2/21/2034 | — | — | | | 2/22/2024(3) | 2/22/2024 | — | — | — | — | 175,000 | 1,284,500 | | | 4/3/2023(2) | 4/3/2023 | 480,376 | 672,528 | 23.28 | 4/2/2033 | — | — | | | 4/3/2023(3) | 4/3/2023 | — | — | — | — | 432,339 | 3,173,368 | | Vanina de Verneuil, J.D. | 2/22/2024(2) | 2/22/2024 | — | 45,000 | 10.11 | 2/21/2034 | — | — | | | 2/22/2024(3) | 2/22/2024 | — | — | — | — | 22,500 | 165,150 | | | 12/14/2023(2) | 11/1/2023 | 8,125 | 21,875 | 10.04 | 12/13/2033 | — | — | | | 12/14/2023(3) | 11/1/2023 | — | — | — | — | 11,250 | 82,575 | | | 2/22/2023(2) | 2/22/2023 | 13,750 | 16,250 | 27.01 | 2/21/2033 | — | — | | | 2/22/2023(3) | 2/22/2023 | — | — | — | — | 14,287 | 104,867 | | | 2/22/2022(2) | 2/22/2022 | 12,041 | 4,959 | 29.48 | 2/21/2032 | — | — | | | 2/22/2022(3) | 2/22/2022 | — | — | — | — | 4,250 | 31,195 | | | 1/15/2021(2) | 12/21/2020 | 58,000 | — | 39.31 | 1/14/2031 | — | — | | Mark Eisner, M.D., M.P.H. | 7/15/2024(2) | 7/15/2024 | — | 150,000 | 9.37 | 7/14/2034 | — | — | | | 7/15/2024(3) | 7/15/2024 | — | — | — | — | 75,000 | 550,500 | | Ann (Aine) Hanly, Ph.D.(5) | 2/22/2024(2) | 2/22/2024 | — | 65,000 | 10.11 | 2/21/2034 | — | — | | | 2/22/2024(3) | 2/22/2024 | — | — | — | — | 32,500 | 238,550 | | | 2/22/2023(2) | 2/22/2023 | 25,208 | 29,792 | 27.01 | 2/21/2033 | — | — | | | 2/22/2023(3) | 2/22/2023 | — | — | — | — | 20,625 | 151,388 | | | 2/22/2023(4) | 2/22/2023 | — | — | — | — | 10,000 | 73,400 | | | 2/22/2022(2) | 2/22/2022 | 33,291 | 13,709 | 29.48 | 2/21/2032 | — | — | | | 2/22/2022(3) | 2/22/2022 | — | — | — | — | 11,750 | 86,245 | | | 2/22/2022(4) | 2/22/2022 | — | — | — | — | 9,999 | 73,393 | | | 3/29/2021(2) | 3/29/2021 | 56,250 | 3,750 | 48.38 | 3/28/2031 | — | — | | | 3/29/2021(3) | 3/29/2021 | — | — | — | — | 7,500 | 55,050 | | Sung Lee(6) | — | — | — | — | — | — | — | — | | Jason O’Byrne, MBA | 11/15/2024(2) | 11/15/2024 | — | 150,000 | 8.64 | 11/14/2034 | — | — | | | 11/15/2024(3) | 11/15/2024 | — | — | — | — | 75,000 | 550,500 |

  50. Outstanding Equity Awards at Fiscal Year-End 2024

    (1)The market value is based on the closing price of $7.34 per share of our common stock on December 31, 2024, the last trading day of the Company’s 2024 fiscal year. (2)25% of the shares underlying this option vest on the one-year anniversary of the vesting commencement date and the remainder vest in 36 equal monthly installments thereafter and are eligible for accelerated vesting as described below under the section titled “—Potential Payments Upon Termination or Change in Control.” (3)Vest in four equal annual installments beginning on the one-year anniversary of the vesting commencement date and are eligible for accelerated vesting as described below under the section titled “—Potential Payments Upon Termination or Change in Control.” (4)Two-thirds of the shares vest on the two-year anniversary of the vesting commencement date and the remainder of the shares vest on the three-year anniversary of the vesting commencement date and are eligible for accelerated vesting as described below under the section titled “—Potential Payments Upon Termination or Change in Control.” (5)Dr. Hanly resigned effective February 26, 2025. (6)Mr. Lee resigned effective May 3, 2024.

  51. 2024 Option Exercises and Stock Vested Table

    2024 Option Exercises and Stock Vested Table The following table provides information on stock options exercised, including the number of shares of our common stock acquired upon exercise and the value realized, and the vesting of stock awards, determined as described below, for our NEOs in the year ended December 31, 2024.

  52. 2024 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Marianne De Backer, M.Sc., Ph.D., MBA | — | — | 144,113 | 1,386,367 | | Vanina de Verneuil, J.D. | — | — | 10,638 | 97,725 | | Mark Eisner, M.D., M.P.H. | — | — | — | — | | Ann (Aine) Hanly, Ph.D.(3) | — | — | 40,251 | 407,088 | | Sung Lee(4) | — | — | 16,625 | 165,751 | | Jason O’Byrne, MBA | — | — | — | — |

  53. 2024 Option Exercises and Stock Vested Table

    (1)The value realized on exercise was calculated by multiplying (i) the number of shares exercised by (ii) the difference between (x) the closing market price of our common stock on the day prior to the date of exercise, or the actual selling price if same-day sales occurred, and (y) the exercise price of the applicable options. (2)The value realized for RSU awards was calculated by multiplying the closing market price of our common stock on the day prior to the vesting date by the total number of shares that vested, and does not represent actual amounts received by the NEOs as a result of the vesting of the RSU awards. (3)Dr. Hanly resigned effective February 26, 2025. (4)Mr. Lee resigned effective May 3, 2024.

  54. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Regardless of the manner in which an executive officer’s service terminates, each executive officer is entitled to receive amounts earned during their term of service, including unpaid salary and unused paid time off, as applicable. In addition, the Board has approved the Vir Biotechnology, Inc. Change in Control and Severance Benefit Plan (the Severance Plan) described below. The Severance Plan was originally approved by the Board in March 2019, and was amended in certain respects in January 2025. Each of our NEOs was covered by the Severance Plan while employed by Vir Bio in 2024. The description below, except where otherwise indicated, describes the Severance Plan as in effect during fiscal year 2024.

  55. Pay Versus Performance

    Pay Versus Performance The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officers (PEO 1 and PEO 2 and, collectively, the PEOs) and our other named executive officers (the Other NEOs) as presented in the “Summary Compensation Table” on page 45 (the SCT Amounts), (ii) the “compensation actually paid” to our PEOs and our Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules (the CAP Amounts), (iii) certain financial performance measures, and (iv) the relationship of the CAP Amounts to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates compensation decisions in light of company or individual performance. For discussion of how our Compensation Committee seeks to align pay with performance when making compensation decisions, please review “Compensation Discussion and Analysis” beginning on page 30.

  56. Pay Versus Performance

    | | PEO 1 | PEO 1 | PEO 2 | PEO 2 | | | Value of Initial Fixed $100 Investment Based On: | | | | Fiscal Year | Summary Compensation Table Total for PEO 1 | Compensation Actually Paid to PEO 1 | Summary Compensation Table Total for PEO 2 | Compensation Actually Paid to PEO 2 | Average Summary Compensation Table Total for Other NEOs | Average Compensation Actually Paid to Other NEOs | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income ($ in thousands) | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | 2024 | $— | $— | $9,255,903 | $3,992,869 | $1,896,056 | $1,083,873 | $58 | $114 | $(521,960) | | 2023 | 338,200 | (4,717,018) | 39,491,495 | 18,206,997 | 3,530,255 | 203,774 | 80 | 115 | (615,061) | | 2022 | 7,479,898 | 3,498,740 | — | — | 4,044,309 | 1,084,615 | 201 | 111 | 515,837 | | 2021 | 20,682,838 | 15,032,868 | — | — | 5,685,910 | 6,198,242 | 333 | 125 | 528,584 | | 2020 | 994,883 | 34,542,658 | — | — | 1,431,729 | 6,929,113 | 213 | 126 | (298,665) |

  57. Pay Versus Performance

    (1)Dr. Scangos is our PEO 1 (2020-2023) and Dr. De Backer is our PEO 2 (2023 and 2024). Our Other NEOs were Jeffrey Calcagno, M.D. (2023), Vanina de Verneuil, J.D. (2024), Mark Eisner, M.D., M.P.H (2024), Johanna Friedl-Naderer (2022 and 2023), Ann (Aine) Hanly (2021-2024), Howard Horn (2020-2023), Michael Kamarck, Ph.D. (2020), Sung Lee (2023 and 2024), Jason O’Byrne, MBA (2024), Phillip Pang, M.D., PhD. (2021-2023), Steven Rice (2020 and 2023), and Herbert (Skip) Virgin, M.D., Ph.D. (2020-2022). (2)The following table describes the adjustments, each of which is prescribed by SEC rule, to calculate the CAP Amounts from the SCT Amounts. The SCT Amounts and the CAP Amounts do not reflect the actual amount of compensation earned by or paid to our executives during 2024, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act.

  58. Pay Versus Performance

    | Adjustments | | | | Prior FYE Current FYE Fiscal Year | PEO 2 12/31/2023 12/31/2024 2024 | Other NEOs* 12/31/2023 12/31/2024 2024 | | SCT Total | $9,255,903 | $1,896,056 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (4,467,050) | (1,168,430) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 3,056,095 | 731,681 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (3,221,291) | (106,869) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (630,788) | (34,400) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | (234,165) | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — | — | | Compensation Actually Paid | $3,992,869 | $1,083,873 |

  59. Pay Versus Performance

    *Amounts presented are averages for the entire group of Other NEOs. Valuation assumptions used to calculate fair values did not materially differ from those used to calculate fair values at the time of grant as reflected in the SCT Amounts. The following charts show graphically the relationships over the past three years of the CAP Amounts for our PEOs and Other NEOs as compared to our cumulative total shareholder return (TSR), Peer Group TSR and net income, as well as the relationship between TSR and Peer Group TSR: Compensation Actually Paid versus TSR and Peer Group TSR(1) (1)The peer group is Nasdaq Biotechnology Index. Compensation Actually Paid versus Net Income

  60. CEO Pay Ratio

    CEO Pay Ratio Under the rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to the CEO (the CEO Pay Ratio). Measurement Date We identified the median employee using our employee population as of December 31, 2024 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis). Consistently Applied Compensation Measure (CACM) To identify the median employee, we aggregated for each employee as of December 31, 2024: (1) annual base salary, (2) target bonus amount and (3) the target grant date fair value of annual equity awards granted during the fiscal year ended December 31, 2024. Salaries for employees hired during 2024 were annualized, and we applied a consistent exchange rate as of December 31, 2024 to our Swiss employees to convert their pay to U.S. Dollars. Pay Ratio After applying our CACM methodology, we identified a group of employees whose compensation was at or near the median of the employee data. From this group, we selected an individual who we reasonably believed represented our median employee. Next, we calculated the median employee’s annual compensation in accordance with the requirements of the Summary Compensation Table. Our median employee compensation in 2024 as calculated using the Summary Compensation Table requirements was $328,725. Dr. De Backer’s CEO compensation in 2024 as reported in the Summary Compensation Table as $9,255,903. Therefore, our CEO Pay Ratio for 2024 is approximately 28:1. As discussed earlier in this proxy statement, Dr. De Backer’s total compensation for 2024 included the second installment of a one-time sign-on cash bonus, along with continued reimbursement of expenses related to her international relocation from Germany to San Francisco, in connection with the commencement of her employment with the Company. As a result, we expect our CEO Pay Ratio for fiscal year 2025 to be lower than our CEO Pay Ratio for fiscal year 2024 provided in this proxy statement. We believe the pay ratio reported above is a reasonable estimate based on our internal records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to our pay ratio as reported above, as other companies have different employee populations and pay practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  61. Director Compensation

    Director Compensation Our non-employee director compensation policy (the Director Compensation Policy) consists of two components: cash retainers; and equity awards granted under our 2019 Plan. The details of each component is described below, along with information about the specific amounts we paid our non-employee directors with respect to fiscal year 2024. This summary does not purport to be a complete description of all the provisions of the Director Compensation Policy and is qualified in its entirety by reference to the complete Director Compensation Policy (effective as of January 1, 2025), a copy of which is attached as Appendix A to this Proxy Statement and is incorporated herein by reference.

  62. Director Compensation for Fiscal Year 2024

    Director Compensation for Fiscal Year 2024 The table below shows for the fiscal year ended December 31, 2024, certain information with respect to the compensation of all of our non-employee directors, including our Non-Executive Chairman.

  63. Director Compensation for Fiscal Year 2024

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1)(2) | Total ($) | | Vicki Sato, Ph.D. | 87,500 | 83,120 | 124,963 | 295,583 | | Norbert Bischofberger, Ph.D.(3) | 38,670 | 161,600 | 244,866 | 445,136 | | Ramy Farid, Ph.D.(3) | 39,870 | 161,600 | 244,866 | 446,336 | | Jeffrey S. Hatfield | 71,391 | 83,120 | 124,963 | 279,474 | | Robert More | 75,000 | 83,120 | 124,963 | 283,083 | | Janet Napolitano, J.D. | 62,500 | 83,120 | 124,963 | 270,583 | | Robert Nelsen(4) | 55,000 | 83,120 | 124,963 | 263,083 | | Robert Perez(5) | 24,560 | — | — | 24,560 | | Saira Ramasastry | 77,843 | 83,120 | 124,963 | 285,926 | | George Scangos, Ph.D.(6) | 61,250 | 83,120 | 124,963 | 269,333 | | Phillip Sharp, Ph.D.(5) | 26,607 | — | — | 26,607 | | Elliott Sigal, M.D., Ph.D. | 72,500 | 83,120 | 124,963 | 280,583 |

  64. Director Compensation for Fiscal Year 2024

    (1)In accordance with SEC rules, this column reflects the aggregate grant date fair value of the stock awards and option awards granted during fiscal 2024 computed in accordance with ASC Topic 718. For a discussion of valuation assumptions, see Note 12 “Stock-Based Awards” to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. These amounts do not reflect the actual economic value that will be realized by our non-employee directors upon, as applicable, the vesting of the stock options, the exercise of the stock options, the vesting of the stock awards or the sale of the common stock underlying such stock options and/or such stock awards. (2)The following table provides information regarding the number of shares of common stock underlying stock options granted to our non-employee directors that were outstanding as of December 31, 2024, and the number of RSUs granted to our non-employee directors as of December 31, 2024.

  65. Director Compensation for Fiscal Year 2024

    | Name | Option Awards Outstanding at Year-End (#)(7) | Stock Awards outstanding at Year End Subject to Rights (#) | | Vicki Sato, Ph.D. | 287,878 | 8,000 | | Norbert Bischofberger, Ph.D.(3) | 32,000 | 16,000 | | Ramy Farid, Ph.D.(3) | 32,000 | 16,000 | | Jeffrey S. Hatfield | 83,887 | 8,000 | | Robert More | 62,613 | 8,000 | | Janet Napolitano, J.D. | 70,737 | 8,000 | | Robert Nelsen(4) | 62,613 | 8,000 | | Robert Perez(5) | — | — | | Saira Ramasastry | 105,390 | 8,000 | | George Scangos, Ph.D. (6) | 1,022,443 | 91,250 | | Phillip Sharp, Ph.D.(5) | — | — | | Elliott Sigal, M.D., Ph.D. | 69,998 | 8,000 |

  66. Director Compensation for Fiscal Year 2024

    (3)Drs. Bischofberger and Farid were elected to the Board at the Annual Meeting dated May 29, 2024, and accordingly the fees earned in cash for their service on the Board and its committees were prorated based on that date. (4)Mr. Nelsen has provided notice of his intention to resign from the Board and will cease to serve as a director immediately following the Annual Meeting. (5)Mr. Perez and Dr. Sharp left the Board effective May 29, 2024, and no equity awards were granted to Mr. Perez or Dr. Sharp in 2024 in connection with their 2024 Board service. In addition, the fees earned in cash for their service on the Board and its committees were prorated based on the date their services on the Board terminated. (6)Dr. Scangos is not standing for re-election and will cease to serve as a director immediately following the Annual Meeting. (7)Reflects the forfeiture of certain stock options granted in 2020 in connection with a settlement agreement with one of our stockholders, such that (a) directors who were newly elected or appointed in 2020 agreed to forfeit the portion of their stock option awards granted in that year that had a grant date fair value in excess of $850,000, and (b) continuing directors agreed to forfeit the portion of their stock option awards that had a grant date fair value in excess of $425,000. Accordingly, on July 15, 2024, the below listed directors voluntarily forfeited the following number of shares underlying stock option awards received as compensation in 2020:

  67. Director Compensation for Fiscal Year 2024

    | Name | Shares Forfeited | | Jeffrey S. Hatfield | 10,225 | | Robert More | 9,354 | | Janet Napolitano, J.D. | 7,005 | | Robert Nelsen | 9,884 | | Robert Perez | 9,566 | | Saira Ramasastry | 9,496 | | Vicki Sato, Ph.D. | 8,648 | | Phillip Sharp, Ph.D. | 9,849 | | Elliott Sigal, M.D., Ph.D. | 6,008 |

  68. Director Compensation for Fiscal Year 2024

    Cash Retainers for Fiscal Year 2024 Under the Director Compensation Policy that was in effect during 2024, each of our non-employee directors is paid a cash retainer for service on the Board and an additional cash retainer for service on each committee on which the director is a member. The chair of each committee receives a higher retainer than other members of each committee for such service. These retainers are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on the Board. The retainers paid to non-employee directors for service on the Board and for service on each committee of the Board on which the director is a member under the Director Compensation Policy in effect for 2024 were as follows:

  69. Director Compensation for Fiscal Year 2024

    | Name | Annual Service Retainer | Chair Retainer (Inclusive of Annual Service Retainer) | | Board of Directors | $50,000 | $75,000 | | Audit Committee | $10,000 | $20,000 | | Compensation Committee | $7,500 | $15,000 | | Nominating and Corporate Governance Committee | $5,000 | $10,000 | | Science and Technology Committee | $7,500 | $15,000 |

  70. Director Compensation for Fiscal Year 2024

    Equity Awards for Fiscal Year 2024 Under our Director Compensation Policy in effect for 2024, each non-employee director newly elected or appointed to the Board was entitled to receive two equity awards (collectively, the Initial Grants) with a value of $400,000 in the aggregate comprised of (i) an option to purchase shares of our common stock (the Initial Option Grant) and (ii) a RSU award covering shares of the Company’s common stock (the Initial RSU Grant). The total number of shares subject to the Initial Option Grant will be initially calculated in accordance with the Black-Scholes valuation methodology and the total number of shares subject to the Initial RSU Grant will be initially calculated in accordance with the Fair Market Value (as defined in the 2019 Plan) as of the grant date, and such resulting number of shares shall be divided between the Initial Grants based on a fixed ratio of two shares subject to the Initial Option Grant for every one share subject to the Initial RSU Grant, with the number of shares subject to the Initial Option Grant rounded down to the nearest whole share and in no event exceeding 16,000 shares and the number of shares subject to the Initial RSU Grant rounded down to the nearest whole share and in no event exceeding 8,000 shares. One-third of the shares subject to each Initial Option Grant will vest on the one-year anniversary of such director’s initial election or appointment and thereafter the remainder of the shares subject to each such stock option will vest monthly over a two-year period, subject to the director’s continued service as a director. The Initial RSU Grant will vest in three equal installments on the first, second and third anniversaries of such director’s initial election or appointment, subject to the director’s continued service as a director. Further, on the first market trading day after the 2024 annual meeting of stockholders, each non-employee director that continued to serve as a non-employee member on the Board received two equity awards (collectively, the Annual Grants) with a value of $400,000 in the aggregate comprised of (i) a stock option to purchase shares of the Company’s common stock (the Annual Option Grant); and (ii) an RSU award covering shares of the Company’s common stock (the Annual RSU Grant). The shares subject to each Annual Grant will vest in full on the one-year anniversary of the grant date, subject to the director’s continued service as a director. The total number of shares subject to the Annual Option Grant will be initially calculated in accordance with the Black-Scholes valuation methodology as of the grant date and the total number of shares subject to the Annual RSU Grant will be initially calculated in accordance with the Fair Market Value (as defined in the 2019 Plan) as of the grant date, and such resulting number of shares shall be divided between the Annual Grants based on a fixed ratio of two shares subject to the Annual Option Grant for every one share subject to the Annual RSU Grant, with the number of shares subject to the Annual Option Grant rounded down to the nearest whole share and in no event exceeding 16,000 shares and the number of shares subject to the Annual RSU Grant rounded down to the nearest whole share and in no event exceeding 8,000 shares. The exercise price of all options granted was equal the fair market value of our common stock on the date of grant. Grants pursuant to the Director Compensation Policy were made under the 2019 Plan and are thus subject to the non-employee director compensation limits detailed in the 2019 Plan. Options and RSUs granted to our non-employee directors under the 2019 Plan pursuant to the Director Compensation Policy will vest in full upon the occurrence of a change in control (as defined in the 2019 Plan) prior to the termination of the director’s continuous service. Updates to Director Compensation Policy During the fourth quarter of 2024, our Board worked with our compensation consultant to review our non-employee Director Compensation Policy as part of a settlement agreement with one of our stockholders. As part of the settlement agreement, we agreed that for three fiscal years following the settlement (i.e., for fiscal years 2025 through 2027), we (a) will not grant annual equity compensation to any continuing non-employee director in excess of $385,000 (based on our standard grant date fair value methodology), and (b) will limit the value of equity awards granted to any newly elected or appointed non-employee director to two times the value of annual equity awards granted that year to continuing directors. Accordingly, the Board has approved a revised Director Compensation Policy, effective as of January 1, 2025, which includes, among other provisions, (i) a reduction in the value of Annual Grants to $385,000 (based on our standard grant date fair value methodology), and (ii) a restriction in the aggregate value of any Initial Grants and additional awards to no more than twice the value of the Annual Grants.

  71. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Each member of the Board of Directors (the “Board”) of Vir Biotechnology, Inc. (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”). An Eligible Director may decline all or any portion of his or her compensation by giving notice to the Company prior to the date cash is to be paid or equity awards are to be granted, as the case may be. This Policy may be amended at any time in the sole discretion of the Board, or by the Compensation Committee of the Board at the recommendation of the Board. Annual Cash Compensation The annual cash compensation amount set forth below is payable to Eligible Directors in equal quarterly installments, payable in arrears on the last day of each fiscal quarter in which the service occurred. If an Eligible Director joins the Board or a committee of the Board at a time other than effective as of the first day of a fiscal quarter, each annual retainer set forth below will be pro-rated based on days served in the applicable fiscal year, with the pro-rated amount paid for the first fiscal quarter in which the Eligible Director provides the service, and regular full quarterly payments to be paid thereafter. All annual cash fees are vested upon payment. 1.Annual Board Service Retainer: a.All Eligible Directors: $50,000 b.Non-executive chairperson of the Board: $75,000 (inclusive of Annual Board Service Retainer) 2.Annual Committee Member Service Retainer: a.Member of the Audit Committee: $10,000 b.Member of the Compensation Committee: $7,500 c.Member of the Nominating and Corporate Governance Committee: $5,000 d.Member of the Science and Technology Committee: $7,500 3.Annual Committee Chair Service Retainer (inclusive of Committee Member Service Retainer): a.Chairperson of the Audit Committee: $20,000 b.Chairperson of the Compensation Committee: $15,000 c.Chairperson of the Nominating and Corporate Governance Committee: $10,000 d.Chairperson of the Science and Technology Committee: $15,000 The Company will also reimburse each of the Eligible Directors for his or her travel expenses incurred in connection with his or her attendance at Board and committee meetings. Such reimbursements shall be paid on the same date as the annual cash fees are paid. Equity Compensation The equity compensation set forth below will be granted under the Company’s 2019 Equity Incentive Plan (the “Plan”). All stock options granted under this Policy will be nonstatutory stock options, with an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan), and a term of 10 years from the date of grant (subject to earlier termination in connection with a termination of service as provided in the Plan). 1.Initial Grant: For each Eligible Director who is first elected or appointed to the Board following the effective date of this Policy, on the date of such Eligible Director’s initial election or appointment to the Board (or, if such date is not a market trading day, the first market trading day thereafter), the Eligible Director will be automatically, and without further action by the Board or Compensation Committee of the Board, granted two equity awards (the “Initial Grants”) with a value of $385,000 in the aggregate comprised of (i) a stock option to purchase shares of the Company’s common stock (the “Initial Option Grant”) and (ii) a restricted stock unit award covering shares of the Company’s common stock (the “Initial RSU Grant”). The total number of shares subject to the Initial Option Grant will be initially calculated in accordance with the Black-Scholes valuation methodology and the total number of shares subject to the Initial RSU Grant will be initially calculated in accordance with the Fair Market Value as of the grant date, and such resulting number of shares shall be divided between the Initial Grants based on a fixed ratio of two shares subject to the Initial Option Grant for every one share subject to the Initial RSU Grant, with the number of shares subject to the Initial Option Grant rounded down to the nearest whole share and in no event exceeding 16,000 shares and the number of shares subject to the Initial RSU Grant rounded down to the nearest whole share and in no event exceeding 8,000 shares. One-third of the shares subject to each Initial Option Grant will vest on the one-year anniversary of the Eligible Director’s initial election or appointment to the Board and thereafter the remainder of the shares subject to each such Initial Grant will vest monthly over a two-year period, subject to the Eligible Director’s Continuous Service (as defined in the Plan) on each vesting date, and will vest in full upon a Change in Control (as defined in the Plan), subject to the Eligible Director’s Continuous Service (as defined in the Plan) on such date. The Initial RSU Grant will vest in three equal installments on the first, second and third anniversaries of the Eligible Director’s initial election or appointment to the Board, subject to the Eligible Director’s Continuous Service (as defined in the Plan) on each vesting date, and will vest in full upon a Change in Control (as defined in the Plan), subject to the Eligible Director’s Continuous Service (as defined in the Plan) on such date. In addition, on the date of such Eligible Director’s initial election or appointment to the Board (or, if such date is not a market trading day, the first market trading day thereafter), the Eligible Director will be automatically, and without further action by the Board or Compensation Committee of the Board, granted the additional awards (the “Additional Awards”) on the same terms as the Annual Grants (as defined below), except (i) the $385,000 aggregate value of the additional awards shall first be multiplied by a fraction, the numerator of which equals 12 minus the number of calendar months that have occurred since the last annual meeting of stockholders and the denominator of which equals 12, and (ii) such additional awards will vest in full upon the earlier of (i) the one-year anniversary of the date the Annual Grants to the Eligible Directors were last made and (ii) the next annual meeting of stockholders, subject to the Eligible Director’s Continuous Service (as defined in the Plan) on the vesting date, and will vest in full upon a Change in Control (as defined in the Plan), subject to the Eligible Director’s Continuous Service (as defined in the Plan) on such date. In no event may the sum of the value of the Initial Grants and the value of the Additional Awards exceed two times the value of the Annual Grants.

  72. Non-Employee Director Compensation Policy

    2.Annual Grant: On the first market trading day after each annual stockholders meeting of the Company, each Eligible Director who continues to serve as a member of the Board following such stockholders meeting will be automatically, and without further action by the Board or Compensation Committee of the Board, granted two equity awards (collectively, the “Annual Grants”) with a value of $385,000 in the aggregate comprised of (i) a stock option to purchase shares of the Company’s common stock (the “Annual Option Grant”); and (ii) a restricted stock unit award covering shares of the Company’s common stock (the “Annual RSU Grant”). The shares subject to each Annual Grant will vest in full on the one-year anniversary of the grant date, subject to the Eligible Director’s Continuous Service (as defined in the Plan) on the vesting date, and will vest in full upon a Change in Control (as defined in the Plan), subject to the Eligible Director’s Continuous Service (as defined in the Plan) on such date. The total number of shares subject to the Annual Option Grant will be initially calculated in accordance with the Black-Scholes valuation methodology as of the grant date and the total number of shares subject to the Annual RSU Grant will be initially calculated in accordance with the Fair Market Value as of the grant date, and such resulting number of shares shall be divided between the Annual Grants based on a fixed ratio of two shares subject to the Annual Option Grant for every one share subject to the Annual RSU Grant, with the number of shares subject to the Annual Option Grant rounded down to the nearest whole share and in no event exceeding 16,000 shares and the number of shares subject to the Annual RSU Grant rounded down to the nearest whole share and in no event exceeding 8,000 shares. Eligible Director Compensation Limit Notwithstanding anything herein to the contrary, the cash compensation and equity compensation that each Eligible Director is entitled to receive under this Policy shall be subject to the limits set forth in Section 3(d) of the Plan.