DEF 14A of Vir Biotechnology, Inc., Apr 16, 2026

DEF 14A of Vir Biotechnology, Inc.

Filed Apr 16, 2026 · FY20250001628280-26-025379

Open on EDGAR

  1. Proposal 1 — Election of Directors

    Proposal 1 — Election of Directors You are being asked to vote to elect three Class I directors to hold office until the 2029 Annual Meeting of Stockholders. Each Class I 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 6.

  2. Proposal 1 — Election of Directors

    | Name | Age | Director Since | Board Committees | | Robert More, MBA | 58 | 2016 | Audit Compensation (Chair) | | Janet Napolitano, J.D. | 68 | 2020 | Compensation Nominating and Corporate Governance | | Elliott Sigal, M.D., Ph.D. | 74 | 2020 | Compensation Science and Technology (Chair) |

  3. Proposal 1 — Election of Directors

    | Executive Compensation Matters |

  4. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board currently consists of nine members, divided into three classes, and each class has a three-year term, as follows: •Robert More, MBA, Janet Napolitano, J.D., Vicki Sato, Ph.D. and Elliott Sigal, M.D., Ph.D. currently serve as Class I directors, with terms expiring at the Annual Meeting; •Marianne De Backer, M.Sc., Ph.D., MBA, Norbert Bischofberger, Ph.D. and Ramy Farid, Ph.D. currently serve as Class II directors, with terms expiring at the 2027 Annual Meeting of Stockholders; and •Jeffrey S. Hatfield, MBA and Saira Ramasastry, M.S., M.Phil. currently serve as Class III directors, with terms expiring at the 2028 Annual Meeting of Stockholders. 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. Of the four directors in Class I, whose term of office expires at the Annual Meeting: Mr. More, Ms. Napolitano and Dr. Sigal have been nominated by the Board for re-election at the Annual Meeting; however, Dr. Sato is not standing for re-election. Accordingly, Dr. Sato will cease to serve as a director and as chair of the Board (Board Chair), and the number of directors constituting the Board will be reduced from nine to eight, and there will be three Class I directors, in each case effective at the conclusion of the Annual Meeting. We are grateful to Dr. Sato for her long-time service as a director and our Board Chair since inception in April 2016, and we thank her for all her 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. More, Ms. Napolitano and Dr. Sigal are each current directors, and all three director nominees were recommended for election to the Board as Class I directors at the Annual Meeting by the Nominating and Corporate Governance Committee, with each nomination subsequently 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 2029 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 attended the Company’s 2025 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. 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 broad, deep and diverse experiences, 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. The Board has 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 backgrounds. We believe the Board is well-rounded, with a balance of relevant bases of knowledge, perspectives, experiences and capabilities. Our Nominating and Corporate Governance Committee, on behalf of the Board and its commitment to ongoing Board refreshment, recently undertook, and intends to periodically undertake, 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 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 and 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, 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 continuing 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, 57 President, Chief Executive Officer and Director | No | 2023 | | | | | | | | | | | | | | | | Norbert Bischofberger, Ph.D., 70 | Yes | 2024 | | | | | | | | | | | | | | | | Ramy Farid, Ph.D., 61 | Yes | 2024 | | | | | | | | | | | | | | | | Jeffrey S. Hatfield, 68 | Yes | 2020 | | | | | | | | | | | | | | | | Robert More, 58 | Yes | 2016 | | | | | | | | | | | | | | | | Janet Napolitano, 68 | Yes | 2020 | | | | | | | | | | | | | | | | Saira Ramasastry, 50 | Yes | 2019 | | | | | | | | | | | | | | | | Elliott Sigal, M.D., Ph.D., 74 | 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

    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 2029 Annual Meeting

    Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting

  13. Robert More, MBA

    Robert More, MBA

  14. Independent Director

    Independent Director Director Since: 2016 Age: 58 Committee Service: •Audit •Compensation (Chair) Professional Experience: •Managing Director, Alta Partners (2016 – 2025) •Senior Advisor, Bill & Melinda Gates Foundation (2013– 2015) •General Partner, Frazier Healthcare Ventures (2008 – 2013) •General Partner, Domain Associates (1996 – 2008) Education: •B.S., Biology, Middlebury College •MBA, Darden School of Business Administration at the University of Virginia Other Public Company Boards: •Tyra Biosciences, Inc. (Chairman) (2021 – present) •Sienna Biopharmaceuticals, Inc. (2017 – 2019) •Glaukos Corporation (2015) Other Affiliations: •Service on the boards of directors for various private biotechnology and life sciences companies •Service on the boards of directors for non-profit organizations, including: The Kauffman Fellows Program (founding member); One Revolution; and The Foundation for Innovative New Diagnostics •Prior service on Emerging Companies Section Governing Board, Biotechnology Innovation Organization (BIO) 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.

  15. Independent Director

    Independent Director Director Since: 2020 Age: 68 Committee Service: •Compensation •Nominating and Corporate Governance Professional Experience: •Professor of Public Policy, Goldman School of Public Policy, University of California, Berkeley (2014 – present), and Founder and Faculty Director of the Center for Security in Politics (2020 – present) •20th President of the University of California (2013 – 2020) •U.S. Secretary of Homeland Security (2009 – 2013) •Governor of the State of Arizona (2003 – 2009) •Attorney General, State of Arizona (1998 – 2003) •U.S. Attorney, District of Arizona (1993 – 1997) Education: •B.S., Political Science, Santa Clara University •J.D., University of Virginia School of Law Other Public Company Boards: •Fortinet, Inc. (2024 – present) •Zoom Video Communications, Inc. (2020 – 2025) Other Affiliations: •Council on Foreign Relation •Council of the American Law Institute •Board of Trustees, RAND Corporation •American Academy of Arts and Sciences 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. Elliott Sigal, M.D., Ph.D.

  16. Independent Director

    Independent Director Director Since: 2020 Age: 74 Committee Service: •Compensation •Science and Technology (Chair) Professional Experience: •Chief Scientific Officer and President of Research & Development, Bristol-Myers Squibb Company (2004 – 2013), and preceded by various positions of increasing responsibility (1997 – 2004) •President and Chief Executive Officer, Mercator Genetics Inc. (1996 – 1997), and previously Vice President of Research and Development (1995 – 1996) Education: •B.S., M.S. and Ph.D., Industrial Engineering, Purdue University •M.D., University of Chicago Other Public Company Boards: •Alnylam Pharmaceuticals, Inc. (2022 – present) •Surface Oncology, Inc (2018 – 2023) •Adaptimmune Therapeutics plc (2014 – 2023) •Spark Therapeutics, Inc. (2014 – 2018) •Mead Johnson Nutrition Company (2009 – 2017) •Bristol-Myers Squibb Company (2011 – 2013) Other Affiliations: •Service on the boards of directors for private biotechnology companies, including: Affinia Therapeutics Inc.; and Tessera Therapeutics •Scientific Advisory Board, Amgen Inc. (Co-Chair) •Service on faculty and research training at the Cardiovascular Research Institute at the University of California, San Francisco School of Medicine, as well as training in Internal Medicine and Pulmonary Medicine 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. A Vote “For” Each Named Nominee.

  17. Directors Continuing in Office Until the 2027 Annual Meeting

    Directors Continuing in Office Until the 2027 Annual Meeting

  18. Marianne De Backer, M.Sc., Ph.D., MBA

    Marianne De Backer, M.Sc., Ph.D., MBA

  19. President, Chief Executive Officer and Director

    President, Chief Executive Officer and Director Director/Executive Officer Since: 2023 Age: 57 Committee Service: None Professional Experience: •President and Chief Executive Officer, Vir Biotechnology, Inc. (2023 – Present) •Executive Committee, and Executive Vice President and Global Head of Strategy, Business Development & Licensing, Pharmaceuticals Division, Bayer AG (2019 – 2023) •Various positions of increasing responsibility, including Vice President of M&A Operations and Divestitures for the Pharmaceuticals Group and Head of Infectious Diseases & Vaccines Business Development, Johnson & Johnson (1991 – 2019) •Additional experience leading commercial business unit in Europe, as well as drug discovery research in both Europe and the United States Education: •M.Sc., Molecular Biology, Vrije Universiteit Brussel •M.Sc., Engineering and Biochemistry, Ghent University •Ph.D., Biotechnology, Ghent University •MBA, Erasmus University Rotterdam Other Public Company Boards: •Arrowhead Pharmaceuticals Inc. (2019 – 2023) •Kronos Bio, Inc. (2021 – 2023) Other Affiliations: •Emerging Companies Section Governing Board, Biotechnology Innovation Organization (BIO) •Board of Directors, Gladstone Foundation (non-profit) 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.

  20. Independent Director

    Independent Director Director Since: 2024

  21. Age: 70

    Age: 70 Committee Service: •Compensation •Science and Technology Professional Experience: •President and Chief Executive Officer, Kronos Bio, Inc. (2018 – 2024) •Executive Vice President, Research and Development and Chief Scientific Officer, Gilead Sciences, Inc. (2007 – 2018), and preceded by various positions of increasing responsibility (1990 – 2007) •Senior Scientist, DNA Synthesis Group, Genentech, Inc. (1986 – 1990) Education: •Ph.D., Organic Chemistry, Eidgenössische Technische Hochschule Other Public Company Boards: •Kronos Bio, Inc. (2018 – 2025) •Morphic Therapeutic Inc. (2019 – 2024) •Bayer AG (2017 – 2024) Other Affiliations: •Service on the boards of directors for private biotechnology companies, including: MiNA Therapeutics Limited; and Rezo Therapeutics, Inc. •Research in organic chemistry and applied enzymology in Professor George Whiteside’s lab at Harvard University, Cambridge, Massachusetts •Fellow of The American Association for Advancement of Science 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.

  22. Independent Director

    Independent Director Director Since: 2024 Age: 61 Committee Service: •Audit •Science and Technology Professional Experience: •President and Chief Executive Officer, Schrödinger, Inc. (2017 – present), and preceded by various positions of increasing responsibility (2002 – 2017) •Assistant Professor of Chemistry, Rutgers University (1994-2001) Education: •B.S., Chemistry, University of Rochester •Ph.D., Chemistry, California Institute of Technology Other Public Company Boards: •Schrödinger, Inc. (2012 – present) •Structure Therapeutics Inc. (2019 – 2024) •Morphic Therapeutic Inc. (2016 – 2019) Other Affiliations: •Service on the boards of directors for private biotechnology companies, including: Nimbus Therapeutics (also co-founder); Ajax Therapeutics, Inc.; and Oak Hill Bio Ltd. •Author for over 100 peer reviewed publications •National Institutes of Health postdoctoral fellow in the Department of Biochemistry and Biophysics, University of Pennsylvania 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.

  23. Directors Continuing in Office Until the 2028 Annual Meeting

    Directors Continuing in Office Until the 2028 Annual Meeting

  24. Jeffrey S. Hatfield, MBA

    Jeffrey S. Hatfield, MBA

  25. Independent Director

    Independent Director Director Since: 2020 Age: 68 Committee Service: •Audit •Nominating and Corporate Governance (Chair) Professional Experience: •Chairman, Vividion Therapeutics, Inc. (2023-present), formerly Chief Executive Officer, (2020 – 2023) •Chief Executive Officer, Zafgen, Inc. (2017 – 2020) •President and Chief Executive Officer, Vitae Pharmaceuticals, Inc. (2004 – 2016) •Senior Vice President of Immunology and Virology, Bristol-Myers Squibb Company (2000 – 2004), and preceded by various positions of increasing responsibility (1995 – 2000) Education: •B.S., Pharmacy, Purdue University’s College of Pharmacy •MBA, The Wharton School at the University of Pennsylvania

  26. Other Public Company Boards

    Other Public Company Boards •aTyr Pharma, Inc. (2017 – 2021) •MiRagen Therapeutics, Inc. (Chairman) (2017 – 2021) (now Viridian Therapeutics, Inc.) •Zafgen, Inc. (2017 – 2020) (now Larimar Therapeutics, Inc.) •InVivo Therapeutics, Inc. (2016 – 2018) •Vitae Pharmaceuticals, Inc. (2004 – 2016) •Ambit Biosciences Corp. (2014) Other Affiliations: •Service on the boards of directors for private biotechnology companies, including: ROME Therapeutics, Inc. (Chairman); and Gate Bioscience, Inc. 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, M.S., M.Phil.

  27. Independent Director

    Independent Director Director Since: 2019 Age: 50 Committee Service: •Audit (Chair) Professional Experience: •Managing Partner, Life Sciences Advisory, LLC (2009 – present) •Investment Banker, Merrill Lynch & Co., Inc. (1999 – 2009) •Financial Analyst, Wasserstein Perella & Co. (1997 – 1998) Education: •B.A., Economics, Stanford University •M.S., Management Science and Engineering, Stanford University •M.Phil., Management Studies, University of Cambridge Other Public Company Boards: •Mirum Pharmaceuticals, Inc. (2022 – present) •Day One Biopharmaceuticals, Inc. (2021 – present) •Glenmark Pharmaceuticals, Ltd (2019 – present) •Akouos, Inc. (2020 – 2022) •Sangamo Therapeutics, Inc. (2012 – 2022) •Innovate Biopharmaceuticals, Inc. (2018 – 2020) •Cassava Sciences, Inc. (2013 – 2020) •Repros Therapeutics Inc. (2013 – 2018) Other Affiliations: •Guest lecturer for the Bioscience Enterprise Programme, University of Cambridge •Health Innovator Fellow, Aspen Institute, and Member, 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.

  28. Stockholder Engagement

    | What We Heard from Stockholders | How We Responded | | Continued to appreciate the ongoing disclosure enhancements to our proxy filings and asked the company to continue showing responsiveness to stockholder feedback while evolving our compensation and governance practices as the company moves towards the commercial stage. | We are committed to disclosing the process and rationale behind our compensation decisions in a transparent manner and continually engaging with investors and incorporating their feedback. Our pay practices will continue to evolve as we change in size and scale and enter new stages of clinical development. For example, in September 2024 the Compensation Committee made substantial changes to our compensation peer group to better align Vir Biotechnology’s market capitalization with the median of the group. To increase alignment, we removed six companies (four of which had the highest market capitalizations in our prior group) and added five companies (four of which had market capitalizations below Vir Biotechnology). In September 2025, we maintained the same peer group as in 2024, other than removing one company due to acquisition. Vir Biotechnology’s market cap remained positioned close to the median of the group. | | Requested continued clarity into go-forward compensation arrangements for Dr. De Backer and other NEOs. | We continue to supply information regarding compensation arrangements for 2026. These compensation decisions remain market competitive and are closely aligned with those of our peers. | | Requested ongoing detail on how the Compensation Committee and Board of Directors determine the annual incentive program corporate performance score. | We have continued to refine our disclosure with respect to how the Compensation Committee and Board of Directors determine the corporate performance score. In 2024, we expanded our reporting to include a more detailed breakdown of how each goal category was assessed, providing investors with greater clarity on how the overall corporate attainment percentage was calculated. Additionally, we enhanced transparency around individual executive payouts, outlining the factors that influenced the final award determinations. |

  29. Stockholder Engagement

    | What We Heard from Stockholders | How We Responded | | Preference for clear disclosure around how sign-on awards are determined for new hires. | Last year, 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. | | Continued interest in Vir Biotechnology's mix of long-term incentives, including the Compensation Committee’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 currently utilize 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. |

  30. 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 2025 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 2025. •Continued commitment to provide clear disclosure on pay decisions: Building on previous disclosure enhancements, we strive to continue providing greater transparency into how we design and size our pay programs, particularly for equity compensation, and our stockholder engagement efforts. •Significant corporate achievements reflected in annual incentive plan results: The above-target 2025 corporate attainment recognizes the company’s significant achievements in 2025, including successfully advancing the ECLIPSE Phase 3 registrational program, the publication of compelling SOLSTICE Week 48 data, the advancement of three clinical-stage TCE programs, and the execution of the Norgine licensing agreement that strengthened our financial position and extended our cash runway.

  31. 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.

  32. 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 evaluate that data in the context of our business circumstances and needs. Each year, the Compensation Committee performs an assessment of Semler Brossy’s independence. In 2025, 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 2025, Semler Brossy did not provide services to the Company other than the services to the Compensation Committee described herein.

  33. 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 2025 peer group, the Compensation Committee approved changes to better align Vir Biotechnology’s market capitalization with the median of the group. To support this goal, we removed six companies (Blueprint Medicines, BridgeBio Pharma, Apellis, and CRISPR Therapeutics AG) and added five new companies (Relay Therapeutics, Replimune Group, iTeos Therapeutics, Janux Therapeutics, and IGM Biosciences). 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:

  34. 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. | |

  35. Role of Market Data

    Following these changes, our 17-company peer group placed Vir Biotechnology’s September 1, 2024 market capitalization around the median of the 2025 peer group based on one-month and three-month average valuations. In September 2025, the Compensation Committee approved continuing to use the same peer group as 2025, but removed one company due to an acquisition (IGM Biosciences). At the time, Vir Biotechnology’s market capitalization continued to be positioned around the median of the 2026 peer group based on one-month and three-month average valuations.

  36. 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. |

  37. 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 2024, 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 2026, there were no changes to the CEO’s or any NEO’s target AIP percentages. 2025 AIP Scorecard Designing the 2025 AIP scorecard involved multiple meetings with the Board of Directors and Compensation Committee to ensure its alignment with the Company’s business strategy. The 2025 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 2025, our goals were defined across five categories: development (40%), research (15%), business development (15%), financials (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 2025 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):

  38. Annual Incentive Plan (AIP)

    | Goal Category (% weight) | Summary of Achievements Considered | Percent Achieved | Weighted Score | | Development (40% weight) | •Chronic Hepatits Delta (CHD): Successfully initiated all three Phase 3 ECLIPSE trials; achieved promising clinical data following the MARCH 24-week off-treatment readout •Oncology: Completed VIR-5500 (PSMA) Part 1 monotherapy dose escalation in late line mCRPC, initiated combination dose escalation in early line mCRPC and selected an expansion dose; advanced VIR-5818 (HER2) through multiple dose levels meeting all enrollment targets; achieved first patient dosed in VIR-5525 (EGFR) trial •Ensured timely supply of drug product and drug supply for all clinical trials, supporting dose escalation or dose expansion of CHD and oncology assets | 135% | 54% | | Research (15% weight) | •Advanced two early-stage research projects to Development Candidate Endorsement (DCE) stage •Advanced seven targets to lead optimization across PRO-XTEN® TCE and other modalities, significantly overachieving our goal of advancing three targets | 120% | 18% | | Business Development (15% weight) | •Executed Norgine licensing agreement for CHD commercialization outside the United States and China, helping extend our cash runway •Pursued multiple additional business development opportunities across our portfolio | 110% | 17% | | Financials (20% weight) | •Actively managed and reduced non-GAAP operating expenses and cash burn to levels significantly below Board-approved budget | 120% | 24% | | Compliance and Culture (10% weight) | •Maintained strong quality and compliance standards with no critical findings across multiple audits •Achieved 97% participation in the 2025 Annual Employee Engagement Survey with strong year-over-year improvement in focus areas | 120% | 12% | | Total | | | 125% |

  39. Annual Incentive Plan (AIP)

    In February 2026, based on the recommendation of the Compensation Committee, the Board of Directors determined that corporate performance for 2025 exceeded expectations, resulting in an overall annual incentive payout at 125% of target. This determination reflected strong execution across all goal categories. The Board also recognized several notable achievements that occurred outside the formal scorecard framework, including publication of SOLSTICE Week 48 data in the New England Journal of Medicine, successful Board transitions, and several strategic corporate initiatives. While these accomplishments did not directly influence the 125% calculation, they supported the above-target scoring determination. Payouts for each NEO were further weighted to reflect each NEO’s individual performance. Final 2025 payouts as a percentage of target are detailed below:

  40. Annual Incentive Plan (AIP)

    | Name | 2025 Base Salary | 2025 Target AIP % of Salary | 2025 Corporate Attainment % | 2025 Individual Attainment % | 2025 Bonus Payout Value | | Marianne De Backer, M.Sc., Ph.D., MBA President and Chief Executive Officer | $955,000 | 80% | 125% | 105% | $1,002,750 | | Mark Eisner, M.D., M.P.H. Chief Medical Officer | $663,000 | 45% | 125% | 95% | $354,291 | | Jason O’Byrne, MBA Chief Financial Officer | $535,300 | 45% | 125% | 95% | $286,051 | | Vanina de Verneuil, J.D. General Counsel and Corporate Secretary | $509,600 | 45% | 125% | 115% | $329,648 |

  41. Annual Incentive Plan (AIP)

    In February 2026, the Board assessed the CEO’s performance for the year and recommended that the Compensation Committee approve a 105% level of individual attainment for Dr. De Backer. In determining Dr. De Backer's payout, the Board considered Dr. De Backer’s stewardship of the Company’s long-term strategy, disciplined execution against annual objectives, sustained focus on portfolio prioritization, and rigorous capital allocation. 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 95% individual attainment recognizes his oversight of ECLIPSE program initiation and rapid enrollment, release of SOLSTICE week 48 data, advancement of oncology TCE clinical programs, and clinical strategy leadership of the CMO organization. •Mr. O'Byrne’s level of 95% individual attainment recognizes his leadership of the finance organization, disciplined approach to capital allocation, support in executing the Norgine licensing agreement, and other contributions in his first full year as CFO. •Ms. de Verneuil’s level of 115% individual attainment recognizes her instrumental role in negotiating and executing the the Norgine licensing agreement, and her legal and regulatory leadership, governance enhancements, and continued strategic counsel.

  42. 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). 2025 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 2025:

  43. 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 and President | 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 |

  44. Post-Employment Compensation

    Post-Employment Compensation Our NEOs are entitled to certain severance and change of 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, the Compensation Committee believes 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.

  45. 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 the Company of its executive compensation decisions, neither element was a material consideration in the compensation awarded to our NEOs in 2025. 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.

  46. 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, 2025, December 31, 2024, and December 31, 2023, 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 2025, please see “—Compensation Discussion and Analysis” above and the narrative to this table.

  47. 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 President, Chief Executive Officer and Director | 2025 | 950,000 | — | 2,296,800 | 3,507,360 | 1,002,750 | 77,135 | 7,834,045 | | | 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. Executive Vice President, General Counsel and Corporate Secretary | 2025 | 506,333 | — | 334,950 | 511,490 | 329,648 | 8,363 | 1,690,784 | | | 2024 | 486,667 | 300,000 | 227,475 | 346,860 | 296,352 | 12,117 | 1,669,471 | | Mark Eisner, M.D., M.P.H.(6) Executive Vice President and Chief Medical Officer | 2025 | 660,833 | 375,000 | 382,800 | 584,560 | 354,291 | 14,000 | 2,371,484 | | | 2024 | 379,167 | 375,000 | 702,750 | 1,075,095 | 221,130 | 3,123 | 2,756,265 | | Jason O’Byrne, MBA Executive Vice President and Chief Financial Officer | 2025 | 534,417 | 150,000 | 382,800 | 584,560 | 286,051 | 14,000 | 1,951,828 | | | 2024 | 130,492 | 150,000 | 648,000 | 991,335 | — | — | 1,919,827 |

  48. Summary Compensation Table

    (1)Salary amounts represent actual amounts paid during 2025, 2024 or 2023. (2)For 2025, the amounts in this column represent: (i) for Dr. Eisner, $375,000 for the second and final installment of a sign-on bonus paid in 2025 in connection with Dr. Eisner’s employment letter agreement; and (ii) for Mr. O’Byrne, $150,000 for the second installment of a sign-on bonus paid in 2025 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 2025, 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 2025, 2024 and 2023 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, 2025. 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 2025, the amounts in this column reflect performance-based cash bonuses awarded to our NEOs under our 2025 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 2025, the amounts in this column represent: (i) for Dr. De Backer, (a) $3,368 in reimbursement of expenses related to Dr. De Backer’s relocation to the San Francisco area, of which $1,588 related to a tax gross-up (b) $14,000 for matching contributions made by us under our 401(k) plan, and (c) $59,767 for tax-related fees and services, of which $29,794 related to a tax gross-up; (ii) for Ms. de Verneuil, $8,363 for matching contributions made by us under our 401(k) plan; (iii) for Dr. Eisner. $14,000 for matching contributions made by us under our 401(k) plan; and (iv) for Mr. O’Byrne, $14,000 for matching contributions made by us under our 401(k) plan. (6)On April 7, 2026, Dr. Eisner informed us that he would step down from his role, effective April 24, 2026.

  49. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table shows for the year ended December 31, 2025, certain information regarding grants of plan-based awards to our NEOs.

  50. Grants of Plan-Based Awards in 2025

    | | | Estimated future payouts under non-equity incentive plan awards(1) | | | 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 ($/Share)(3) | Grant date fair value of stock and option awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | | | Marianne De Backer, M.Sc., Ph.D., MBA | | | | | | | | | | Stock option award | 2/22/2025 | | — | — | — | 480,000 | 9.57 | 3,507,360 | | Restricted Stock Units | 2/22/2025 | | — | — | 240,000 | — | — | 2,296,800 | | Annual Bonus | — | | 764,000 | 1,146,000 | — | — | — | — | | Vanina de Verneuil, J.D. | | | | | | | | | | Stock option award | 2/22/2025 | | — | — | — | 70,000 | 9.57 | 511,490 | | Restricted Stock Units | 2/22/2025 | | — | — | 35,000 | — | — | 334,950 | | Annual Bonus | — | | 229,320 | 343,980 | — | — | — | — | | Mark Eisner, M.D., M.P.H. | | | | | | | | | | Stock option award | 2/22/2025 | | — | — | — | 80,000 | 9.57 | 584,560 | | Restricted Stock Units | 2/22/2025 | | — | — | 40,000 | — | — | 382,800 | | Annual Bonus | — | | 298,350 | 447,525 | — | — | — | — | | Jason O’Byrne, MBA | | | | | | | | | | Stock option award | 2/22/2025 | | — | — | — | 80,000 | 9.57 | 584,560 | | Restricted Stock Units | 2/22/2025 | | — | — | 40,000 | — | — | 382,800 | | Annual Bonus | — | | 240,885 | 361,328 | — | — | — | — |

  51. Grants of Plan-Based Awards in 2025

    (1)These amounts relate to the performance-based cash bonuses under the 2025 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 2025 target payout amount based on the target percentage applied to each NEO’s base salary as of December 31, 2025. For 2025, the established bonus targets were 80% of base salary for Dr. De Backer, and 45% of base salary for each of Dr. Eisner, Mr. O'Byrne and Ms. de Verneuil. There are no threshold amounts under the 2025 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, 2025. (3)Prior to January 1, 2026, the Company used the closing market price on the trading day immediately preceding the grant date as the exercise price for stock options. Effective January 1, 2026, the Company used the closing market price on the grant date as the exercise price for stock options.

  52. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025 The following table presents information concerning equity awards held by our NEOs as of December 31, 2025.

  53. Outstanding Equity Awards at Fiscal Year-End 2025

    | | | 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 | 2/22/2025(2) | 2/22/2025 | — | 480,000 | 9.57 | 2/21/2035 | — | — | | | 2/22/2025(3) | 2/22/2025 | — | — | — | — | 240,000 | 1,447,200 | | | 2/22/2024(2) | 2/22/2024 | 160,416 | 189,584 | 10.11 | 2/21/2034 | — | — | | | 2/22/2024(3) | 2/22/2024 | — | — | — | — | 131,250 | 791,438 | | | 4/3/2023(2) | 4/3/2023 | 768,602 | 384,302 | 23.28 | 4/2/2033 | — | — | | | 4/3/2023(3) | 4/3/2023 | — | — | — | — | 288,226 | 1,738,003 | | Vanina de Verneuil, J.D. | 2/22/2025(2) | 2/22/2025 | — | 70,000 | 9.57 | 2/21/2035 | — | — | | | 2/22/2025(3) | 2/22/2025 | — | — | — | — | 35,000 | 211,050 | | | 2/22/2024(2) | 2/22/2024 | 20,625 | 24,375 | 10.11 | 2/21/2034 | — | — | | | 2/22/2024(3) | 2/22/2024 | — | — | — | — | 16,875 | 101,756 | | | 12/14/2023(2) | 11/1/2023 | 15,625 | 14,375 | 10.04 | 12/13/2033 | — | — | | | 12/14/2023(3) | 11/1/2023 | — | — | — | — | 7,500 | 45,225 | | | 2/22/2023(2) | 2/22/2023 | 21,250 | 8,750 | 27.01 | 2/21/2033 | — | — | | | 2/22/2023(3) | 2/22/2023 | — | — | — | — | 9,524 | 57,430 | | | 2/22/2022(2) | 2/22/2022 | 16,291 | 709 | 29.48 | 2/21/2032 | — | — | | | 2/22/2022(3) | 2/22/2022 | — | — | — | — | 2,125 | 12,814 | | | 1/15/2021(2) | 12/21/2020 | 58,000 | — | 39.31 | 1/14/2031 | — | — | | Mark Eisner, M.D., M.P.H. | 2/22/2025(2) | 2/22/2025 | — | 80,000 | 9.57 | 2/21/2035 | — | — | | | 2/22/2025(3) | 2/22/2025 | — | — | — | — | 40,000 | 241,200 | | | 7/15/2024(2) | 7/15/2024 | 53,125 | 96,875 | 9.37 | 7/14/2034 | — | — | | | 7/15/2024(3) | 7/15/2024 | — | — | — | — | 56,250 | 339,188 | | Jason O’Byrne, MBA | 2/22/2025(2) | 2/22/2025 | — | 80,000 | 9.57 | 2/21/2035 | — | — | | | 2/22/2025(3) | 2/22/2025 | — | — | — | — | 40,000 | 241,200 | | | 11/15/2024(2) | 11/15/2024 | 40,625 | 109,375 | 8.64 | 11/14/2034 | — | — | | | 11/15/2024(3) | 11/15/2024 | — | — | — | — | 56,250 | 339,188 |

  54. Outstanding Equity Awards at Fiscal Year-End 2025

    (1)The market value is based on the closing price of $6.03 per share of our common stock on December 31, 2025, the last trading day of the Company’s 2025 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)These awards 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.”

  55. 2025 Option Exercises and Stock Vested Table

    2025 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, 2025.

  56. 2025 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 | — | — | 187,863 | 1,352,540 | | Vanina de Verneuil, J.D. | — | — | 16,263 | 142,099 | | Mark Eisner, M.D., M.P.H. | — | — | 18,750 | 103,125 | | Jason O’Byrne, MBA | — | — | 18,750 | 105,563 | | (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 award | | | | |

  57. 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 2025. The description below, except where otherwise indicated, describes the Severance Plan as in effect during fiscal year 2025.

  58. 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 39 (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) the total shareholder return of our common stock, the total shareholder return of our peer group and net income, and (iv) the relationship of the CAP Amounts to those financial performance measures. We do not use any other financial performance measures to link compensation actually paid to Company performance. 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 28.

  59. Pay Versus Performance

    | | PEO 1 | PEO 1 | PEO 2 | PEO 2 | | | Value of Initial Fixed $100 Investment Based On: | | | | Fiscal Year | Summary Compensation Table Total for PEO Scangos, George (former CEO) | Compensation Actually Paid to PEO Scangos, George (former CEO) | Summary Compensation Table Total for PEO De Backer, Marianne | Compensation Actually Paid to PEO De Backer, Marianne | Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOs | VIR Total Shareholder Return | Peer Group Total Shareholder Return | Net Income ($ in thousands) | | 2025 | $— | $— | $7,834,045 | $3,104,984 | $2,004,699 | $1,293,024 | $22.52 | $124.75 | $(437,987) | | 2024 | $— | $— | $9,255,903 | $3,992,869 | $1,896,056 | $1,083,873 | $27.41 | $93.49 | $(521,960) | | 2023 | $338,200 | $(4,717,018) | $39,491,495 | $18,206,997 | $3,530,255 | $203,774 | $37.57 | $94.03 | $(615,117) | | 2022 | $7,479,898 | $3,498,740 | $— | $— | $4,044,309 | $1,084,615 | $94.51 | $89.90 | $515,837 | | 2021 | $20,682,838 | $15,032,868 | $— | $— | $5,685,910 | $6,198,242 | $156.35 | $100.02 | $528,584 |

  60. Pay Versus Performance

    (1)Dr. Scangos is our PEO 1 (2021-2023) and Dr. De Backer is our PEO 2 (2023-2025). Our Other NEOs were Jeffrey Calcagno, M.D. (2023), Vanina de Verneuil, J.D. (2024 and 2025), Mark Eisner, M.D., M.P.H (2024 and 2025), Johanna Friedl-Naderer (2022 and 2023), Ann (Aine) Hanly (2021-2024), Howard Horn (2021-2023), Sung Lee (2023 and 2024), Jason O’Byrne, MBA (2024 and 2025), Phillip Pang, M.D., PhD. (2021-2023), Steven Rice (2023), and Herbert (Skip) Virgin, M.D., Ph.D. (2021 and 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 2025, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act.

  61. Pay Versus Performance

    | Adjustments | | | | Prior FYE Current FYE Fiscal Year | PEO 2 12/31/2024 12/31/2025 2025 | Other NEOs* 12/31/2024 12/31/2025 2025 | | SCT Total | $7,834,045 | $2,004,699 | | – Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (5,804,160) | (927,053) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 3,196,830 | 510,605 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (1,687,805) | (214,476) | | + 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 | (433,926) | (80,751) | | – 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 | — | — | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — | — | | Compensation Actually Paid | $3,104,984 | $1,293,024 |

  62. 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

  63. 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, 2025 (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, 2025: (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, 2025. Salaries for employees hired during 2025 were annualized, and we applied a consistent exchange rate as of December 31, 2025 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 2025 as calculated using the Summary Compensation Table requirements was $331,187. Dr. De Backer’s CEO compensation in 2025 as reported in the Summary Compensation Table as $7,834,045. Therefore, our CEO Pay Ratio for 2025 is approximately 24:1. 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.

  64. 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 2025.

  65. Director Compensation for Fiscal Year 2025

    Director Compensation for Fiscal Year 2025 The table below shows for the fiscal year ended December 31, 2025, certain information with respect to the compensation of all of our non-employee directors, including our Board Chair.

  66. Director Compensation for Fiscal Year 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1)(2) | Total ($) | | Vicki Sato, Ph.D.(3) | 87,500 | 39,520 | 57,955 | 184,975 | | Norbert Bischofberger, Ph.D. | 79,186 | 39,520 | 57,955 | 176,661 | | Ramy Farid, Ph.D. | 67,500 | 39,520 | 57,955 | 164,975 | | Jeffrey S. Hatfield | 87,170 | 39,520 | 57,955 | 184,645 | | Robert More | 85,385 | 39,520 | 57,955 | 182,860 | | Janet Napolitano, J.D. | 62,500 | 39,520 | 57,955 | 159,975 | | Robert Nelsen(4) | 22,665 | — | — | 22,665 | | Saira Ramasastry | 82,651 | 39,520 | 57,955 | 180,126 | | George Scangos, Ph.D.(4) | 39,557 | — | — | 39,557 | | Elliott Sigal, M.D., Ph.D. | 90,030 | 39,520 | 57,955 | 187,505 | | (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 2025 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, 2025. 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, 2025, and the number of RSUs granted to our non-employee directors as of December 31, 2025. | | | | |

  67. Director Compensation for Fiscal Year 2025

    | Name | Option Awards Outstanding at Year-End (#) | Stock Awards outstanding at Year End Subject to Rights (#) | | Vicki Sato, Ph.D.(3) | 303,878 | 8,000 | | Norbert Bischofberger, Ph.D. | 48,000 | 13,333 | | Ramy Farid, Ph.D. | 48,000 | 13,333 | | Jeffrey S. Hatfield | 99,887 | 8,000 | | Robert More | 78,613 | 8,000 | | Janet Napolitano, J.D. | 86,737 | 8,000 | | Robert Nelsen(4) | — | — | | Saira Ramasastry | 121,390 | 8,000 | | George Scangos, Ph.D. (4) | — | — | | Elliott Sigal, M.D., Ph.D. | 85,998 | 8,000 | | (3) Dr. Sato is not standing for re-election and will cease to serve as a director immediately following the Annual Meeting. | | | | (4) Mr. Nelsen and Dr. Scangos left the Board effective May 29, 2025, and no equity awards were granted to Mr. Nelsen or Dr. Scangos in 2025 in connection with their 2025 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. | | |

  68. Director Compensation for Fiscal Year 2025

    Cash Retainers for Fiscal Year 2025 Under the Director Compensation Policy that was in effect during 2025, 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 2025 were as follows:

  69. Director Compensation for Fiscal Year 2025

    | 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 2025

    Equity Awards for Fiscal Year 2025 Under our Director Compensation Policy in effect for 2025, 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 $385,000 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 2025 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 $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) 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. No new non-employee directors were elected or appointed to the Board in 2025. However, pursuant to the Director Compensation Policy, on the date that a non-employee director is newly elected or appointed to the Board, he or she is automatically granted additional awards (the Additional Awards) on the same terms as the Annual Grants (as defined below) except: (a) 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 1; and (b) such Additional Awards will vest in full upon the earlier of (i) the one-year anniversary of the date the Annual Grants to non-employee directors were last made and (ii) the next annual meeting of stockholders, subject to the non-employee director’s continued service as a director on the vesting date, and will vest in full upon a change in control (as defined in the 2019 Plan), subject to the non-employee director’s continued service as a director. 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. 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.