DEF 14A of COMPASS Pathways plc, Apr 8, 2024

DEF 14A of COMPASS Pathways plc

Filed Apr 8, 2024 · FY20230001816590-24-000070

Open on EDGAR

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

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

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

    | Proposal | Description of Proposal | Board’s Recommendation | | 1. | Re-election of David Norton to the Board of Directors | FOR | | 2. | Re-election of Wayne J. Riley to the Board of Directors | FOR | | 3. | Re-election of Daphne Karydas to the Board of Directors | FOR | | 4. | Re-appointment of PricewaterhouseCoopers LLP, an English limited liability partnership, as U.K. statutory auditors of the Company, to hold office until the conclusion of the next annual general meeting of shareholders | FOR | | 5. | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 | FOR | | 6. | Authorization for the Audit and Risk Committee to determine the Company’s auditors’ remuneration for the fiscal year ending December 31, 2024 | FOR | | 7. | Receipt of the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2023 and to note that the Directors do not recommend the payment of any dividend for the year ended December 31, 2023 | FOR | | 8. | Receipt and approval on an advisory basis of the Company’s U.K. statutory directors’ annual report on remuneration for the year ended December 31, 2023, which is set forth in Annex A | FOR | | 9. | Approval of our U.K. directors’ remuneration policy, which, if approved, will take effect upon the conclusion of the Meeting, which is set forth as Part I of Annex A | FOR | | 10. | Advisory vote on the compensation of the Company’s named executive officers for the year ended December 31, 2023 on an advisory basis, which is set forth in this proxy statement | FOR | | 11. | Authorization for the Board of Directors to allot shares or to grant rights to subscribe for or convert any security into shares up to a maximum aggregate nominal amount of £820,100 | FOR | | 12. | Empowering the Board of Directors to allot equity securities for cash up to a maximum aggregate nominal amount of £820,100 pursuant to the authorization in Proposal No. 11 as if U.K. statutory pre-emption rights did not apply. | FOR |

  3. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board currently consists of eight members. In accordance with the terms of our Articles of Association, our Board is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows: •the Class I directors are David Norton and Wayne Riley and their terms will expire at the Meeting; •the Class II directors are Thomas Lönngren, Robert McQuade and Kabir Nath, and their terms will expire at the annual general meeting to be held in 2025; and •the Class III directors are Annalisa Jenkins, Daphne Karydas and Linda McGoldrick, and their terms will expire at the annual general meeting to be held in 2026. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual general meeting in the year in which their term expires. Our Board has nominated David Norton and Wayne Riley for re-election as the Class I directors at the Meeting and Daphne Karydas for re-election as a Class III director at the Meeting. In September 2023, upon the recommendation of the nominating and corporate governance committee, Ms. Karydas was appointed to join the Board and appointed as a member of the audit and risk committee. If re-elected at this Meeting, Ms. Karydas' term will expire at the annual general meeting to be held in 2026. Each of the nominees are presently directors, and have indicated a willingness to continue to serve as directors, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our Board In connection with proposals 1, 2, 3 and 4, we set forth the biographical information for the nominees to our Board. For biographical information for the other directors see the section titled “Board and Corporate Governance” in this Proxy Statement.

  4. PROPOSAL 11—AUTHORIZATION OF ALLOTMENT OF SHARES

    PROPOSAL 11—AUTHORIZATION OF ALLOTMENT OF SHARES Under the U.K. Companies Act 2006, our Board of Directors cannot allot shares in the Company unless they are authorized to do so by our shareholders at a general meeting. The Directors currently have an existing authority to allot shares in the Company and to grant rights to subscribe for or convert securities into shares in the Company. This authority was granted to the Directors prior to our initial public offering in September 2020 and was in respect of a maximum aggregate nominal amount of up to £536,000 (the "Existing Authority"). The Existing Authority remains unexercised in respect of approximately 43% of the Company’s issued ordinary share capital; however 37% is allotted and reserved for future issuances under outstanding warrants and under outstanding equity awards and in connection with future awards under our equity compensation plans . This Proposal 11 is an ordinary resolution to seek a new authority, in addition to such subsisting amounts under the Existing Authority. Proposal 11 proposes that the Board of Directors are granted authority to allot new shares or to grant rights to subscribe for or to convert any security into shares in the Company up to a maximum aggregate nominal amount of £820,100, which represents approximately 150% of the Company's issued ordinary share capital. If approved by shareholders, this authority will expire on May 8, 2029. If shareholders do not approve Proposal 11, the subsisting amounts under the Existing Authority granted at the time of the Company's initial public offering will continue to apply until September 10, 2025 or until such earlier time as it has been fully utilized. However, such existing authorization is only sufficient to cover future issuances under outstanding warrants, under outstanding equity awards and future equity awards under our equity compensation plans. Absent a further shareholder authorization, we do not have sufficient shares to raise capital to fund the development of the Company’s business and to increase the shares reserved for issuance under the Company’s equity compensation plans in accordance with such plans' "evergreen provisions". The grant of this authority will not exempt the Company from applicable Nasdaq requirements to obtain shareholder approval prior to certain share issuances or to comply with applicable SEC disclosure requirements and other rules and regulations. Our Board of Directors will continue to focus on and satisfy its fiduciary duties to our shareholders with respect to share issuances. If shareholders do not approve this Proposal No. 11, the Existing Authority to allot and issue shares up to the amount of our authorized but unissued share capital will continue to apply until September 10, 2025. However, our Board would generally not be able to issue any shares after September 10, 2025 (other than pursuant to any pre-existing contractual obligations, including upon exercise of outstanding warrants) without first seeking and obtaining shareholder approval for each such issuance. This limitation on our ability to issue shares would disadvantage us vis-à-vis many of our late-stage clinical biotechnology peers (many of which are incorporated in the United States) in competing for capital. Like other late-stage clinical biotechnology companies, we intend to seek additional fundraisings when necessary to implement our operating plan. Failure to raise additional capital may inhibit us from being able to file for regulatory approval and commercialize COMP360 and could delay research and development of our investigational COMP360 psilocybin treatment, research and discovery efforts for prodrug candidates and new compounds and the achievement of other strategic goals. In light of our size and status of being a pre-revenue-generating company, the Board believes that equity financings are an appropriate method to support any potential future funding requirements. The Board believes that, in the event of an equity financing, having authorization to allot, or grant rights to subscribe for or convert securities into, our shares without needing to seek approval from shareholders at the time should allow Compass to raise funds more efficiently, with more Company favorable terms and in a timely fashion. The approval of this proposal to authorize allotment of shares requires the affirmative vote of more than 50% of the holders of the shares entitled to vote and who are present or represented by proxy at the Meeting. Abstentions and broker non-votes, if any, are not counted in the calculation of votes for or against this proposal. Our Board unanimously recommends that the shareholders vote “FOR” this proposal to authorize allotment of shares.

  5. PROPOSAL 12—DISAPPLICATION OF PRE-EMPTION RIGHTS

    PROPOSAL 12—DISAPPLICATION OF PRE-EMPTION RIGHTS As a UK incorporated company, the Company’s shareholders are entitled, under the U.K. Companies Act 2006, to pre-emption rights, whereby, in the event that the Company wishes to allot new equity securities for cash, those securities must first be offered to existing shareholders in proportion to the number of ordinary shares they each hold before they can be offered to new shareholders unless the shareholders have sanctioned the disapplication of their statutory rights of pre-emption in respect of such allotment or grant of rights. In practice, the operation of such pre-emption rights is onerous and can result in significant delay and additional expense to the cost of an equity fundraising. It is therefore customary for our Board of Directors to seek authority from our shareholders to dis-apply statutory pre-emption rights for cash issues of up to a limit approved by the Company’s shareholders. With the Company solely listed on Nasdaq, and the Company’s peers, key shareholders and primary target market being in the United States, the Board of Directors is mindful of the fact that equivalent United States incorporated companies are not required to offer shares to existing shareholders on a pre-emptive basis in the event they are pursuing an equity fundraising. The Board considers that its requirement to offer shares to existing shareholders on a pre-emptive basis may place the Company at a disadvantage in competing for capital. Therefore, Proposal 12 seeks a disapplication of pre-emption rights for cash issues of up to a certain proportion of the Company’s issued ordinary share capital. Our Board of Directors currently has a power to allot shares as if the rights of pre-emption applicable under the U.K. Companies Act 2006 did not apply for cash issues. This power was granted to the Directors pursuant to shareholder resolutions passed on September 11, 2020 and was in respect of a maximum aggregate nominal amount of £536,000. It remains unexercised in respect of approximately 43% of the Company’s issued ordinary share capital; however 37% is allotted and reserved for future issuances under outstanding warrants, under outstanding equity awards and in connection with future awards under our equity compensation plans. Our Board of Directors have decided to seek a new disapplication of pre-emption rights for cash issues to replace the existing power. This Proposal will, if passed, give the Directors power, pursuant to the authority to allot granted by Proposal 11, to allot shares for cash or to grant rights to subscribe for or to convert any security into shares without first offering them to existing shareholders in proportion to their existing holdings up to an aggregate maximum nominal amount of £820,100, which represents approximately 150% of the Company’s issued share capital as of March 27, 2024. This Proposal will be required to be passed as a special resolution and, if passed, this power will expire on May 8, 2029. If shareholders do not approve Proposal 11 or this Proposal 12, the subsisting amounts under the existing authorization granted prior to the Company's initial public offering in September 2020 will continue to apply until September 10, 2025 (other than pursuant to any pre-existing contractual obligations, including upon exercise of outstanding warrants) or until such earlier time as it has been fully utilized. However, such existing authorization is only sufficient to cover future issuances under outstanding warrants, under outstanding equity awards and future equity awards under our equity compensation plans. Absent securing further shareholder authorization to allot new equity securities and disapply pre-emption rights for cash issues, we do not have sufficient shares to raise capital to fund the development of the Company’s business through completion of our phase 3 clinical program for our investigational COMP360 psilocybin treatment and to increase the shares reserved for issuance under the Company’s equity compensation plans in accordance with such plans' "evergreen provisions". Our Board of Directors considers that, as a late-stage clinical biotechnology company, the ability to raise new equity funds at relatively short notice and at low cost is vital to the continuing financial health of the business and our ability to continue our research and development activities. We believe that it is in the best interests of the Company and our shareholders for the Board of Directors to seek to retain the ability to raise new equity funds efficiently on the best terms available and in a timely fashion. The approval of the disapplication of pre-emption rights is a special resolution and requires the affirmative vote of not less than 75% of the votes cast by shareholders present (in person or by proxy) at the Meeting and entitled to vote. On a poll, a special resolution is passed if it is approved by holders representing not less than 75% of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution.. This vote is advisory and non-binding. Abstentions and broker non-votes, if any, are not counted in the calculation of votes for or against the proposal. Our Board unanimously recommends that the shareholders vote “FOR” the disapplication of pre-emption rights.

  6. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Below is a list of our directors and their positions and ages as of April 1, 2024.

  7. BOARD OF DIRECTORS

    | Name | Age | Position | | David Norton | 72 | Interim Chair of the Board | | Kabir Nath | 59 | Chief Executive Officer, Director | | Annalisa Jenkins, MBBS | 58 | Director | | Daphne Karydas | 51 | Director | | Thomas Lönngren | 73 | Director | | Linda McGoldrick | 69 | Director | | Robert McQuade | 67 | Director | | Wayne Riley | 64 | Director |

  8. BOARD OF DIRECTORS

    During the year ended December 31, 2023, there were six full meetings of our Board. All of our then serving Directors attended a minimum of 75% of the aggregate of the meetings of the Board and meetings of the committees of which he or she was a member during 2023. Under our Corporate Governance Guidelines, each of our directors is expected to make reasonable efforts to attend meetings of the Board. Directors are also expected to attend our annual general meeting of shareholders to the extent practicable. The biographical information for David Norton, Wayne J. Riley and Daphne Karydas, the nominees to our Board, is provided in “Proposal 1—Re-Election of David Norton to the Board of Directors,” “Proposal 2—Re-Election of Wayne J. Riley to the Board of Directors,” and “Proposal 3—Re-Election of Daphne Karydas to the Board of Directors,” respectively. Below is biographical information for those directors who are not standing for re-election at this Meeting and who will remain seated following the Meeting. Kabir Nath has served as our Chief Executive Officer and a member of our Board since August 2022. Previously from March 2016 until July 2022, Mr. Nath held positions of increasing responsibility and leadership at Otsuka Holdings Co., Ltd., a leading global healthcare group listed on the Tokyo Stock Exchange (JP 4578). Most recently, from March 2020 until July 2022, Mr. Nath served as senior managing director of global pharmaceuticals at Otsuka. From March 2016 until April 2022, Mr. Nath served as president and chief executive officer of Otsuka’s North America Pharmaceutical Business. Prior to Otsuka, from 2003 until December 2015, Mr. Nath held positions of increasing responsibility and leadership at Bristol-Myers Squibb Company (NYSE: BMS). Mr. Nath holds an M.A. from King’s College, University of Cambridge, and an M.B.A. from INSEAD. We believe that Mr. Nath is qualified to serve on our Board because of his extensive experience in the pharmaceutical and biotechnology sector and his commercial and senior leadership experience. Annalisa Jenkins, MBBS, FRCP, has served as a member of our Board since May 2018. From November 2017 until April 2019, Dr. Jenkins served as the Chief Executive Officer of PlaqueTec Ltd., a biotechnology company focusing on coronary artery disease treatment and prevention. Previously, Dr. Jenkins served as the Chief Executive Officer and a member of the board of directors of Dimension Therapeutics, Inc., a gene therapy company focused on rare and metabolic diseases associated with the liver, from September 2014 until its sale to Ultragenyx Pharmaceutical Inc. in November 2017. From October 2013 to March 2014, Dr. Jenkins served as Executive Vice President, Head of Global Research and Development for Merck Serono Pharmaceuticals, a biopharmaceutical company. Previously, from September 2011 to October 2013, she served as Merck Serono’s Executive Vice President, Global Development and Medical, and was a member of Merck Serono’s executive committee. Prior to that, Dr. Jenkins pursued a 15-year career at Bristol-Myers Squibb Company, a biopharmaceutical company, where, from July 2009 to June 2011 she was a Senior Vice President and Head of Global Medical Affairs. Dr. Jenkins is currently a non-executive director of Genomics England. Dr. Jenkins serves on the board of directors of Avrobio, Inc. (Nasdaq: AVRO), Oncimmune Holdings plc (LSE: ONC), Affimed GmbH (Nasdaq: AFMD), Mereo BioPharma Group plc (Nasdaq: MREO), Skye Bioscience, Inc. (OTCQB: SKYE) and a number of privately held biotechnology and life science companies. Previously within the past five years, Dr. Jenkins served on the board of directors of Ardelyx, Inc. (Nasdaq: ARDX) and AgeX Therapeutics, Inc. (NYSE American: AGE). Dr. Jenkins serves on a number of charitable boards, advisory boards and contributes publicly on leadership with purpose, social entrepreneurship, diversity and innovation. Dr. Jenkins graduated with a degree in medicine from St. Bartholomew’s Hospital in the University of London and subsequently trained in cardiovascular medicine in the U.K. National Health Service. Earlier in her career, Dr. Jenkins served as a Medical Officer in the British Royal Navy during the Gulf Conflict, achieving the rank of Surgeon Lieutenant Commander. We believe Dr. Jenkins is qualified to serve on our Board based on her industry experience in the field in which we operate and her executive experience with companies in our industry. Thomas Lönngren has served as a member of our Board since May 2018. Mr. Lönngren currently serves as the Director at PharmaExec Consulting AB and as a Strategic Advisor at the NDA Group, which he has done since 2010. He is non-executive board member and chairman at Egetis Therapeutics AB, Sweden. He previously served as a board member at the NDA group Sweden, until its acquisition in 2023 by SSI Strategy, a US-based life sciences consultancy. He acts as an advisor to the following companies and organizations: Artis Venture, San Francisco, U.S., Baren Therapeutics, San Francisco, U.S., faculty member of GLG Institute (Gerson Lehrman Group), New York, U.S., and special advisor to the Centre for Innovation in Regulatory Science (CIRS), London, U.K. He was the Deputy General Director of the Swedish Medical Product Agency until 2000. From 2001 until 2010, Mr. Lönngren served as the Executive Director of the European Medical Agency. Mr. Lönngren received his degree in pharmacy and MSc in Social and Regulatory Pharmacy from Uppsala University. He is an Honorary Member of the Royal Pharmaceutical Society of Great Britain, Honorary Fellow of the Royal College of Physicians in Great Britain, and holds Honorary Doctorates from the University of Uppsala and University of Bath, U.K. We believe that Mr. Lönngren is qualified to serve on our Board because of his experience, qualifications, attributes and skills, including his extensive pharmaceutical consulting experience.

  9. BOARD OF DIRECTORS

    Linda McGoldrick, Ph.D, has served as a director of our company since September 2020. In 1985, Dr. McGoldrick founded, and currently serves as Chair and Chief Executive Officer of, Financial Health Associates International, a strategic consulting company specializing in healthcare and life sciences. From April 2019 through December 2019, Dr. McGoldrick served as President and interim Chief Executive Officer of Zillion, Inc., a health and digital technology management company. Previously, Dr. McGoldrick served as Chief Executive Officer of International Diabetes Federation, a global non-profit umbrella organization of more than 240 national diabetes associations in 161 countries and territories, and Chief Executive Officer of Drug Information Association, a global professional association for life sciences and healthcare professionals. Over her professional career, she has served in a number of leadership roles, including senior vice president and National Development director for the Healthcare and Life Sciences Industry Practices at Marsh-MMC Companies, international operations and marketing director of Veos plc, a European medical devices company, and managing director Europe for Kaiser Permanente International. In 2018, Dr. McGoldrick was appointed by the Governor of Massachusetts to serve on the state’s Health Information Technology Commission. Dr. McGoldrick currently serves on the board of Alvotech (Nasdaq: ALVO) and a number of privately-held life sciences companies. Dr. McGoldrick has served as a director of numerous publicly traded and private held companies and non-profit organizations in the United States, United Kingdom and Europe and currently serves on the faculty of the National Association of Corporate Directors. Dr. McGoldrick previously served on the board of directors of Avadim Health, Inc. Dr. McGoldrick received her bachelor of arts in sociology from Ohio Wesleyan University and master of social work in healthcare from the University of Pennsylvania, master of business administration in management and finance from the Wharton School, University of Pennsylvania and a Ph.D. in global health from Worcester Polytechnic Institute. We believe that Dr. McGoldrick is qualified to serve on our Board because of her extensive experience as a public company director, chief executive officer of various global organizations and corporations, global business strategy leader and policy expert for U.S. and European companies and organizations. Robert McQuade, Ph.D. has served as a member of our Board since April 2020. From 2004 to his retirement in 2023, Dr. McQuade served as the Executive Vice President & Chief Strategic Officer at Otsuka Pharmaceutical Development & Commercialization, Inc. Dr. McQuade is currently Chairman of the Management Committee of the McQuade Center for Strategic Research and Development LLC and previously served as an officer thereof from February 2020 to his retirement in 2023. Dr. McQuade currently serves on the board of directors of entities related to Otsuka, including Otsuka America Pharmaceutical, Inc., Astex Pharmaceutical, Ltd., Visterra, Inc., Otsuka Pharmaceutical Development & Commercialization, Inc. and the McQuade Center for Strategic Research and Development. He also serves on the board of directors of The Technology Accelerator Co., which is based in Charleston, SC. Prior to joining Otsuka, Dr. McQuade worked in drug discovery research at Schering-Plough Corp. and in global medical affairs at Bristol-Myers Squibb Company (NYSE: BMS). Dr. McQuade received his degree in biology from Davidson College and completed his Ph.D. in biochemistry from University of North Carolina at Chapel Hill. We believe that Dr. McQuade is qualified to serve on our Board because of his experience in clinical development and regulatory affairs, in addition to his qualifications, attributes and skills, including his extensive pharmaceutical experience.

  10. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Under our Directors’ Remuneration Policy for Non-Executive Directors (“Director Compensation Policy”), the Board has the discretion to pay cash and equity fees to our non-executive directors for their Board and committee service. Our compensation arrangements for non-executive directors during 2023, as set forth in our Director Compensation Policy, was comprised of an award of a fixed number of share options plus cash payment. Our Director Compensation Policy through May 31, 2023 provided that each non-executive director will receive the following annual cash retainers for service on our Board: (a) £30,000 ($37,311) for each member, (b) £15,000 ($18,656) for the lead independent director, (c) £12,000 ($14,924) for the chair of the Audit and Risk Committee, (d) £8,000 ($9,950) for the chair of each of the Compensation and Leadership Development Committee and Innovation and Research Committee Chair, (e) £7,000 ($8,706) chair of the Nominating and Corporate Governance Committee, (f) £6,000 ($7,462) for each member of the Audit and Risk Committee, (g) £4,000 ($4,975) for each member of the Compensation and Leadership Development Committee, (h) £3,500 ($4,353) for each member of the Nominating and Corporate Governance Committee and (i) £4,000 ($4,975) for each member of the Innovation and Research Committee. Cash fees are paid to directors in GBP. All amounts have been converted from GBP to USD using the 2023 average FX rate (£1:$1.2437). Fees are reviewed on a periodic basis against those in similar sized companies to ensure they remain competitive and adequately reflect the time commitments and scope of the role. Directors may receive limited travel or hospitality related benefits in connection with their duties. Beginning June 1, 2023, our revised Director Compensation Policy provided for the payment of cash fees in U.S. dollars for all non-executive directors, other than the Board Chair, and to increase the option awards for our non-executive directors. Under the revised Director Compensation Policy, each non-executive director will receive the following cash retainers for service on our Board: (a) £80,000 ($99,495) for our Board Chair, (b) $40,000 for each member, (c) an additional $20,000 for our lead independent director, (d) $16,000 for the chair of the Audit and Risk Committee, (e) $12,000 for the chair of each of the Compensation and Leadership Development Committee and Innovation and Research Committee, (f) $10,000 for the chair of our Nominating and Corporate Governance Committee, (g) $8,000 for each member of our Audit and Risk Committee, (h) $6,000 for each member of the Compensation and Leadership Development Committee and the Innovation and Research Committee, and (i) $5,000 for each member of our Nominating and Corporate Governance Committee. Effective April 1, 2024, the Director Compensation Policy was further revised to provide for payment of the Board Chair cash retainer in U.S. dollars ($100,000) and to increase the fees for the Audit and Risk Committee and Compensation and Leadership Development Committee to (a) $18,000 for the chair of our Audit and Risk Committee, (b) $14,000 for the chair of the Compensation and Leadership Development Committee, (c) $9,000 for each member of our Audit and Risk Committee and (d) $7,000 for each member of our Compensation and Leadership Development Committee. In addition to cash compensation, each non-executive director is eligible to receive share options under our equity incentive plans. We have historically awarded share options to certain non-executive directors in an amount determined at the discretion of the Board or Compensation and Leadership Development Committee. The value of all equity awards and cash compensation to any non-executive director in any calendar year for services as a non-executive director shall not exceed £750,000. We do not have a formal share ownership guideline policy for non-executive directors. During 2023, our Director Compensation Policy provided that each new non-executive director elected to our Board was granted an initial one-time equity award of options to purchase 52,000 of our ADS on the date of such director’s initial election or appointment to the Board and each continuing non-executive director will receive 26,000 options (39,000) in the case of the Board Chair) on the date of our annual general meeting. Accordingly, on June 2, 2023, the date of our 2023 AGM, the Board Chair was granted an option to purchase 39,000 of our ADSs and each ongoing non-executive director that continued to serve on the board (excluding the Board Chair) was granted an option to purchase 26,000 of our ADS. On September 18, 2023, Ms. Karydas was granted an initial option to purchase 52,000 ADS in connection with her appointment to the Board. For the initial grants, options vest in 36 equal monthly installments, subject to continued service on the Board. For the annual grants, options vest in full upon the earlier to occur of the first anniversary of the date of grant or the date of the next Annual Meeting, subject to continued service on the Board. The table below shows the compensation paid to our non-executive directors during the year ended December 31, 2023. Mr. Nath did not receive compensation for service on the Board and Dr. Malievskaia did not receive compensation for service on the Board for the portion of the year during which she served as Chief Innovation Officer. The compensation paid to Mr. Nath and Dr. Malievskaia is set forth under the heading “Named Executive Officer Compensation—Summary Compensation Table” below. As a U.K.-incorporated company, we have received shareholder approval at our AGM in 2023 for our U.K. statutory directors’ remuneration report, which includes a directors’ remuneration policy for our executive and non-executive directors.

  11. Director Compensation for 2023

    Director Compensation for 2023

  12. Director Compensation for 2023

    | | Fees | | | | | Earned or | | | | | Paid in | Option | | | | Cash | Awards | Total | | Name | ($) | ($) (1) (2) | ($) | | George Goldsmith(2)(3)(4) | 99,495 | 227,513 | 327,008 | | David Norton (2)(3) | 63,892 | 151,675 | 215,567 | | Annalisa Jenkins (2)(3) | 63,102 | 151,675 | 214,777 | | Daphne Karydas(2)(5) | 13,846 | 349,867 | 363,713 | | Thomas Lönngren(2) | 48,145 | 151,675 | 199,820 | | Ekaterina Malievskaia(3)(6)(7) | — | — | — | | Linda McGoldrick(2) | 57,801 | 151,675 | 209,476 | | Robert McQuade(2) | 59,162 | 151,675 | 210,837 | | Wayne Riley(2) | 49,183 | 151,675 | 200,858 |

  13. Director Compensation for 2023

    (1) The amount reported represents the aggregate grant date fair value of share options awarded to our non-employee directors during the 2023 fiscal year, calculated in accordance with FASB, ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the share option reported in this column are set forth in Note 8 in our annual report on Form 10-K filed with the SEC on February 29, 2024. The amount reported in this column reflects the accounting cost for these share option awards and does not correspond to the actual economic value that may be received by the directors upon the exercise of the share options or any sale of the shares. (2) At December 31, 2023, the Directors owned the following number of outstanding and unexercised share options: George Goldsmith (325,600), David Norton (190,404), Annalisa Jenkins (175,474), Daphne Karydas (52,000), Thomas Lönngren (115,095), Ekaterina Malievskaia (227,700), Linda McGoldrick (76,584) Robert McQuade (76,584), and Wayne Riley (71,250). (3) At December 31, 2023, George Goldsmith held 20,089 unvested restricted share units,or RSUs, David Norton held 4,451 unvested RSUs, Annalisa Jenkins held 4,451 unvested RSUs, and Ekaterina Malievskaia held 29,834 unvested RSUs. At December 31, 2023 no other Non-Executive Director held RSUs. (4) Mr. Goldsmith resigned from the Board effective March 29, 2024. (5) Ms. Karydas joined the Board in September 2023 and received her initial equity award on September 18, 2023. Her cash fees are pro-rated for the period of the year during which she served on the Board. (6) Dr. Malievskaia earned $24,827 in board fees under the Director Compensation Policy for the portion of the year during which she served as a non-executive director. Such compensation amounts are reported under the heading “Named Executive Officer Compensation—Summary Compensation Table” below. (7) Dr. Malievskaia resigned from the Board effective March 29, 2024.

  14. Executive Compensation Program Design

    | ✗ | No Post-Employment Tax Payment Reimbursement. We do not provide any tax reimbursement payments (including “gross-ups”) on any change-in-control or severance payments or benefits. |

  15. “Say-on-Pay” Vote on Executive Compensation

    “Say-on-Pay” Vote on Executive Compensation Annually, at our general meeting of shareholders, we hold a non-binding advisory vote regarding the compensation of our named executive officers, which we refer to as say-on-pay. The Compensation and Leadership Development Committee has considered and will continue to consider the outcome of such say-on-pay votes, including the percentage of votes cast in favor and against the say-on-pay proposal, when making future compensation decisions for our named executive officers. The Compensation and Leadership Development Committee also relies on advice from its compensation consultants, its evaluation of Company performance against pre-defined corporate goals, its understanding of the challenges facing the Company and its observations of executive officer performance to determine executive officer compensation. At our 2023 AGM, the non-binding advisory vote of shareholders supported the compensation of the named executive officers identified in our 2023 proxy statement by 98.0% of the votes cast at the meeting. These votes for and against the say-on-pay proposal, together with available feedback from investors, have been and will continue to be considered by the Compensation and Leadership Development Committee when making compensation decisions for our executive officers. Our current directors' remuneration policy was approved by the shareholders at our 2021 annual general meeting. Our directors' remuneration policy applies to our executive and non-executive directors and covers allowable compensation for our current and future executive and non-executive directors. Our directors' remuneration policy applies to two of our named executive officers, Mr. Nath, our current Chief Executive Officer, and Dr. Malievskaia our former Chief Innovation Officer, each of whom were executive directors of the Company during 2023 and will continue to serve on our Board for 2024, subject to re-election of Dr. Malievskaia at this annual general meeting of shareholders. In 2023, Mr. Nath did not receive compensation for his service on our Board and Dr. Malievskaia did not receive any compensation for her service on our Board during the period of time she served as our Chief Innovation Officer. After Dr. Malievskaia stepped down from her role as Chief Innovation Officer in June 2023, she began to receive compensation for her service on our Board in accordance with our Director Compensation Policy. Among other things, our existing directors’ remuneration policy sets a cap on the annual bonus payable to an executive director at 125% of the target bonus level and limits the pension contribution or cash supplement payable by the Company to 3% of salary for the U.K.-based executive directors, in line with the wider workforce, which has a 3% pension contribution, but may be up to 8% for certain executive officers. Mr. Nath joined us in 2022 and is eligible to participate in our 401(k) retirement plan on the same terms as our U.S. based employees, including the company match of up to 4% of salary, subject to statutory limitations on contributions. Our new remuneration policy is proposed for approval at this Meeting and will remain valid until replaced by a new or amended policy (expected to occur at the 2027 annual general meeting of the Company). Our new proposed remuneration policy, which our Board of Directors has determined is competitive and consistent with current market practices. The proposed policy is largely similar to our previously approved policy, but includes the following material changes. •The proposed policy sets the maximum annual bonus payable to an Executive Director to 100% of his or her annual base salary and provides that the bonus amount may be paid in cash or shares, at the Compensation and Leadership Development Committee's election. •The proposed policy provides that the maximum pension or retirement contribution, cash supplement (or combination thereof) payable by the Company shall be up to 5% of base salary, or such lesser percentage which is available to the general workforce. •The proposed policy includes compensation recovery provisions, which are designed to comply with the mandatory compensation “clawback” requirements under Nasdaq rules that became effective as of October 2, 2023. Under the policy, in the event of an accounting restatement, we will be required to recover erroneously received incentive‑based compensation from our current and former executive officers representing the excess of the amount actually received over the amount that would have been received had the financial statements been correct in the first instance.

  16. Role of the Compensation and Leadership Development Committee and the Board of Directors

    Role of the Compensation and Leadership Development Committee and the Board of Directors Our Compensation and Leadership Development Committee, which is comprised entirely of independent directors, is responsible for discharging our Board’s responsibilities relating to compensation of our directors and executives, overseeing our overall compensation structure, policies and programs, and reviewing our processes and procedures for the consideration and determination of director and executive compensation. The Compensation and Leadership Development Committee’s approach to remuneration matters is to enable the Company to attract and retain talent, incentivize long-term value generation, and effectively manage the Company’s cash resources. It is the belief of the Compensation and Leadership Development Committee that this is best achieved through a greater emphasis on variable rather than fixed remuneration, comprised of a mix of base salary and benefits, along with the flexibility to appropriately reward and incentivize with variable pay and long-term incentives. Our Compensation and Leadership Development Committee has the authority to retain, at our expense, one or more third-party compensation consultants to assist the Compensation and Leadership Development Committee in performing its responsibilities. At the beginning of the year, the Compensation and Leadership Development Committee reviews and recommends, in the case of our Chief Executive Officer, and approves, in the case of our other named executive officers, the primary elements of compensation—base salary increases, cash bonus targets, and annual equity awards, as authorized by the Board pursuant to the Compensation and Leadership Development Committee charter. In addition, the Compensation and Leadership Development Committee may deem it advisable to review and approve subsequent compensation opportunities for our executive officers, including our named executive officers.

  17. Compensation-Setting Factors

    | • | each executive officer’s skills, experience and qualifications relative to other similarly-situated executives at the companies in our compensation peer group; |

  18. Compensation-Setting Factors

    | • | the scope of each executive officer’s role compared to other similarly-situated executives at the companies in our compensation peer group; |

  19. Compensation-Setting Factors

    | • | the dilutive impact of equity awards; |

  20. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation and Leadership Development Committee engages an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program. For 2023, the Compensation and Leadership Development Committee engaged Aon as its independent compensation consultant to advise on executive compensation matters including:

  21. Role of Compensation Consultant

    | • | review and analysis of the compensation for our executive officers, including our named executive officers; |

  22. Role of Compensation Consultant

    | • | research, development and review of our compensation peer group and our equity grant guidelines; and |

  23. Role of Compensation Consultant

    | • | support on other compensation matters as requested throughout the year. |

  24. Role of Compensation Consultant

    Aon reports directly to the Compensation and Leadership Development Committee and to the Compensation and Leadership Development Committee chair. Aon also coordinates with our management for data collection and job matching for our executive officers. The Compensation and Leadership Development Committee reviewed its relationship with Aon and considered Aon’s independence in light of all relevant factors, including those set forth in the Exchange Act and in applicable Nasdaq listing rules. The Compensation and Leadership Development Committee concluded that the work performed by Aon and Aon’s senior advisors involved in the engagements did not raise any conflict of interest. In reaching these conclusions, our Compensation and Leadership Development Committee considered the factors set forth in the SEC rules and the applicable Nasdaq rules.

  25. Role of Market Data

    Role of Market Data For purposes of comparing our executive compensation against the competitive market, the Compensation and Leadership Development Committee reviews and considers the compensation levels and practices of a group of peer companies. This compensation peer group consists of public biotechnology companies that are similar to us in terms of market capitalization, stage of development and number of employees. As a Nasdaq-listed biotechnology company with operations in the U.S. and Europe, we operate within a global marketplace for talent. Given that the market for experienced executive talent in the biotechnology industry is competitive, particularly in the U.S., the Compensation and Leadership Development Committee references the U.S. market as the leading indicator for remuneration levels and practices. The Committee also considers the general U.K. compensation frameworks when making decisions on executive compensation. The Compensation and Leadership Development Committee reviews our compensation peer group annually and makes adjustments to our peer group if necessary, taking into account changes in both our business and our peer companies’ businesses. The Compensation and Leadership Development Committee also uses market data from our compensation peer group as one factor in evaluating whether the compensation for our executive officers is competitive in the market. The Compensation and Leadership Development Committee and the Board, as applicable, also rely on their own knowledge and judgment in evaluating market data and making compensation decisions. To determine the composition of the peer group for 2023, the Compensation and Leadership Development Committee considered the following criteria:

  26. Role of Market Data

    | • | publicly-traded companies listed in the United States (including both U.S.-headquartered and European-headquartered companies), with a preference towards companies with a recent IPO (i.e., within the past five years); |

  27. Role of Market Data

    | • | companies in the pre-commercial biotechnology or health care technology sectors, with preference towards mental health care and healthcare technology platform companies, as appropriate; |

  28. Role of Market Data

    | • | similar market capitalization—within a range of approximately 0.33x to approximately 3.0x our market capitalization in mid-2022; |

  29. Role of Market Data

    | • | the stage of development of each company’s development candidates, with a focus on companies with late-stage clinical programs (as we were preparing for our transition to a phase 3 company in mid-2022); and |

  30. Role of Market Data

    | • | similar headcount—within a range of 50 to 350 employees based on our expected growth headcount in mid-2022 |

  31. Role of Market Data

    This analysis led to the selection of the following peer group which was used to make the relevant compensation assessments for 2023 for purposes of establishing 2023 annual base salary, target bonus and equity awards for our named executive officers.

  32. Compensation Peer Group

    Compensation Peer Group

  33. Compensation Peer Group

    | AC Immune SA | Bicycle Therapeutics plc | Praxis Precision Medicine, Inc. | | Adaptimmune Therapeutics plc | BioXcel Therapeutics, Inc. | Prothena Corporation plc | | Applied Molecular Transport Inc. | CareDx, Inc. | PureTech Health plc | | Arcus Biosciences, Inc. | Crinetics Pharmaceuticals, Inc. | Replimmune Group, Inc. | | ATAI Life Sciences SA | Exscientia plc | Rocket Pharmaceuticals, Inc. | | Autolus Therapeutics plc | Merus N.V. | Scholar Rock Holding Corporation | | Axsome Therapeutics, Inc. | Pear Therapeutics, Inc. | Y-mAbs Therapeutics, Inc. | | Barinthus Biotherapeutics plc | | | | (formerly Vaccitech) | | |

  34. PRIMARY ELEMENTS OF EXECUTIVE COMPENSATION PROGRAM

    | • | short-term incentive compensation in the form of annual cash bonuses; and |

  35. PRIMARY ELEMENTS OF EXECUTIVE COMPENSATION PROGRAM

    | • | long-term incentive compensation in the form of annual equity awards. |

  36. PRIMARY ELEMENTS OF EXECUTIVE COMPENSATION PROGRAM

    Our executive officers, including our named executive officers, are also eligible to participate in our standard employee benefit plans, such as our health and welfare benefits plans, and defined contribution retirement plans on the same basis as our other employees in the U.S. or U.K., as applicable. In addition, as described below, our executive officers, including our named executive officers, are entitled to certain severance payments, change-in-control severance payments and benefits pursuant to their employment agreements, described herein.

  37. Short-Term Incentive Compensation

    Short-Term Incentive Compensation

  38. Annual Cash Bonuses

    Annual Cash Bonuses We provide short-term incentive compensation opportunities to our executive officers, including our named executive officers, in the form of annual cash bonuses to incentivize and award delivery of the Company’s strategy and corporate objectives on an annual basis. For 2023, we determined annual cash bonuses based on a review of our overall corporate performance and a distinct individual performance assessment for each of the named executive officers to recognize their individual and team objectives within their respective functional areas.

  39. Performance Goals

    Performance Goals At the beginning of each year, the Board discusses with the Chief Executive Officer the annual corporate performance objectives that are intended to be the most significant drivers of our short-term and long-term success. After the end of the relevant financial year, the Compensation and Leadership Development Committee assesses the results of the corporate goals, reviews management’s self-assessment, evaluates specific achievements that advanced the prior year’s corporate objectives, and determines our overall success in the prior year. The Compensation and Leadership Development Committee considers our Chief Executive Officer’s recommendations, and independently reviews and approves the total percentage achievement level for each of the other named executive officers.

  40. Target Annual Bonuses

    Target Annual Bonuses At the time of hire, the target annual bonus is determined for each of our named executive officers, and at the beginning of each year, the Compensation and Leadership Development Committee reviews and determines whether to change the target annual bonus for each such individual. The Compensation and Leadership Development Committee considers the factors described in “Governance of Executive Compensation Program—Compensation-Setting Factors” above, with an emphasis on market data from our compensation peer group for comparable positions. Target annual bonuses represent a specific percentage of annual base salary. Each year, we evaluate our target annual bonuses relative to our executive peer group and adjust the targets, as appropriate, to stay aligned with our compensation philosophy. In January 2023, we kept the target annual bonuses at 60% for Mr. Nath, 45% for each of Mr. Falvey and Dr Malievskaia and 40% for each of Dr. Goodwin and Mr. Owens.

  41. 2023 Annual Cash Bonuses

    2023 Annual Cash Bonuses The 2023 corporate goals and achievements are set forth below. The Compensation and Leadership Development Committee determines the range of our corporate performance from a threshold of 50% to a maximum of 125%. No bonus is paid to any executive officer unless 50% of the corporate goals are achieved.

  42. Corporate Goals and Achievements

    In January 2024, the Compensation and Leadership Development Committee evaluated our achievement of the 2023 corporate objectives. Based on our 2023 results, the Compensation and Leadership Development Committee determined that we had overachieved our goals related to strengthening our cash position and managing our cash runway and underachieved our goals with respect to our internal target for progressing our patient enrollment in our first pivotal trial, COMP005, which is part of our Phase 3 clinical program, while achieving the remaining corporate goals at target. Based on this assessment, the Compensation and Leadership Development Committee determined to fund the annual bonus pool at 95%, a percentage reached as a weighted average of scores against our corporate goals. After evaluating our achievement of the 2023 corporate objectives and determining the level at which to fund the annual bonus pool, the Compensation and Leadership Development Committee then determines the bonus amounts for named executive officers (and recommends for full board approval in the case of the Chief Executive Officer), after considering the aggregate bonus pool funding level and evaluating each person’s contributions in light of company goals. The Compensation and Leadership Development Committee, in its discretion, makes adjustments to award sizes for named executive officers, other than our Chief Executive Officer, based on the achievements in their respective functions and its assessment of individual performance in the year. The table below sets forth the 2023 annual base salaries, target annual cash bonuses, and the 2023 annual cash bonuses earned by our named executive officers.

  43. Corporate Goals and Achievements

    | Named Executive Officer (1)(2) | 2023 Annual Base Salary | Target Annual Cash Bonus (% of Annual Base Salary) | 2023 Payout (% of Target) | 2023 Annual Cash Bonus | | Kabir Nath | $594,500 | 60% | 95% | $338,900 | | Guy Goodwin | $411,540 | 40% | 94% | $155,462 | | Matthew Owens | $398,108 | 40% | 94% | $149,244 | | Michael Falvey(3) | $439,890 | 45% | (3) | (3) |

  44. Corporate Goals and Achievements

    (1) All amounts, except those for Mr. Nath, have been converted from GBP to USD using the 2023 average FX rate (£1:$1.2437). (2) Dr. Malievskaia stepped down from her executive role in June 2023. She served solely in a non-executive director role as of December 31, 2023 and was not eligible for an annual bonus. (3) Mr. Falvey resigned as Chief Financial Officer in October 2023 and his last day of employment was November 3, 2023. Pursuant to the terms of his separation agreement, Mr. Falvey is entitled to receive a separation payment in a gross amount equal to $638,000 (which is equivalent to 12 months of his base salary and his 2023 annual bonus), payable in substantially equal monthly installments through November 3, 2024 and subject to applicable tax withholdings and lawful deductions.

  45. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Long-term incentive compensation in the form of equity incentives aligns the interests of our executive officers, including our named executive officers, with long-term shareholder interests and allows us to attract, incentivize, and retain staff in a competitive market. As a form of compensation, share-based incentives also enable us to more effectively manage the Company’s cash resources. In connection with the IPO, we adopted the COMPASS Pathways plc 2020 Share Option and Incentive Plan (the “2020 Plan”). The 2020 Plan allows for the grant of options, restricted share awards, restricted share unit awards (“RSUs”), other share or cash-based awards and dividend equivalent awards to employees, non-employee directors and consultants. Typically, at the beginning of each year, the Compensation and Leadership Development Committee determines the size and relative weighting of the annual equity awards for our executive officers, including our named executive officers, it deems reasonable and appropriate based on such factors. In addition, the Compensation and Leadership Development Committee may deem it advisable to grant subsequent equity awards to our executive officers, including our named executive officers, and may adjust their equity awards in the event of a promotion or significant change in responsibilities. With the help of our compensation consultant, we determine whether to grant additional equity awards, the mix of RSUs and options and the amount of equity awards to give to our executive officers based on benchmarking the position of each executive officer against the compensation paid to people in similar positions in our peer group. In February 2023, the Compensation and Leadership Development Committee approved the following annual equity grants to our named executive officers employed at that time.

  46. Long-Term Incentive Compensation

    | Named Executive Officer | Annual Option Award | Annual Restricted Share Unit/Nominal Cost Option Awards | | Kabir Nath | 153,900 | 25,200 | | Guy Goodwin | 63,900 | 10,800 | | Matthew Owens | 63,900 | 10,800 | | Michael Falvey | 45,000 | 22,500 | | Ekaterina Malievskaia | 67,500 | 11,700 |

  47. Employment Arrangements with our Named Executive Officers

    Employment Arrangements with our Named Executive Officers In connection with our IPO, the Compensation and Leadership Development Committee reviewed the employment agreements with our executive officers, including Dr. Malievskaia, with a focus on public market practices and severance arrangements in the event of involuntary termination not in connection with a change in control and involuntary termination or good reason termination in connection with a change in control, and determined to revise the terms of employment agreements with our executive officers in line with prevailing market practice for our peer companies and prevailing practices in the named executive officer's jurisdiction of employment, providing similar terms to executives hired since the IPO. We engage our named executive officers using standard terms as set out in our executive employment agreements. These agreements set forth the individual’s base salary and bonus target based on a percentage of annual base salary and entitle the executive officer to participate in our equity incentive plans, with the amount of such equity participation to be determined at the Compensation and Leadership Development Committee’s sole discretion, and other employee benefits generally available to our employees. If an executive officer is based outside the U.K., additional benefits and assistance with relocation may be provided which reflect local market norms or legislation. The agreements also prohibit our named executive officers from engaging directly or indirectly in competition with us, recruiting or soliciting our employees, or disclosing our confidential information or business practices. Our post-employment compensation arrangements set forth in the employment agreements are designed to provide reasonable compensation to executive officers who leave the Company under certain circumstances to facilitate their transition to new employment. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits. Our Compensation and Leadership Development Committee and the Board do not consider specific amounts payable under these post-employment compensation arrangements when establishing annual compensation. It does believe, however, that these arrangements are necessary to offer compensation packages that are competitive. For more information on the service and employment agreements with our named executive officers and post-employment compensation arrangements, see the discussion under the headings “Employment Agreements, Change of Control and Severance Arrangements with Named Executive Officers” later in this Proxy Statement.

  48. Tax Considerations

    Tax Considerations Taxation of “Parachute” Payments Sections 280G and 4999 of the U.S. Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the company that exceeds certain prescribed limits, and that the company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We have not agreed to provide any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G or 4999 of the U.S. Code.

  49. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table shows the total compensation paid or accrued during the last two fiscal years ended December 31, 2023 and 2022 to each individual who served as our principal executive officer for the year ended December 31, 2023, or fiscal year 2023, our next two most highly compensated executive officers in respect of their service to our company for fiscal year 2023 and up to two individuals for whom disclosure would have been provided if the individual had been serving as an executive officer as of December 31, 2023. These individuals are our named executive officers.

  50. SUMMARY COMPENSATION TABLE

    | | | | | Stock | Option | All Other | | | | | Salary | Bonus | Awards | Awards | Compensation | Total | | Name and Principal Position(1) | Year | ($) | ($) (2) | ($) (3) | ($) (3) | ($) | ($) | | Kabir Nath (4) | 2023 | 594,500 | 338,900 | 273,420 | 1,241,783 | 376,155 (5) | 2,824,758 | | Chief Executive Officer | 2022 | 243,123 | 145,000 | 754,668 | 6,422,963 | 77,822 | 7,643,576 | | Guy Goodwin | 2023 | 411,540 | 155,462 | — | 632,689 | — | 1,199,691 | | Chief Medical Officer | 2022 | 409,416 | 172,951 | — | 553,648 | — | 1,136,015 | | Matthew Owens(6) | 2023 | 398,108 | 149,244 | 117,180 | 515,594 | 137,159 (7) | 1,317,285 | | General Counsel and Chief Legal Officer | 2022 | 339,619 | 133,131 | 179,000 | 1,004,560 | 155,879 | 1,812,189 | | Ekaterina Malievskaia(8) | 2023 | 175,167 | — | 126,945 | 544,642 | 24,827 (9) | 871,581 | | Director and Former Chief Innovation Officer | 2022 | 378,563 | 163,549 | 187,661 | 750,880 | 25,802 | 1,506,455 | | Michael Falvey (10) | 2023 | 368,793 | — | 244,125 | 363,094 | 698,872 (11) | 1,674,884 | | Former Chief Financial Officer | | | | | | | |

  51. SUMMARY COMPENSATION TABLE

    (1) All 2023 amounts, except for Mr. Nath and Mr. Falvey, have been converted from GBP to USD using the 2023 average FX rate (£1:$1.2437). All 2022 amounts, except those for Mr. Nath, have been converted from GBP to USD using the 2022 average FX rate (£1:1.2371). (2) The amounts reported in this column represent bonuses paid to each named executive officer based on the Compensation and Leadership Development Committee’s determination of performance against 2023 and 2022 goals, respectively, in its discretion. (3) The amount reported in the Stock Awards and Option Awards column represents the aggregate grant date fair value of time-based RSUs and time-based share options granted to each of the named executive officers in the applicable year, calculated in accordance with the provisions of FASB ASC Topic 718. The assumptions we used in calculating these amounts for 2023 are included in Note 8 of our audited consolidated financial statements for the year ended December 31, 2023 included in our Annual Report on Form 10-K, filed with the SEC on February 29, 2024. The assumptions we used in calculating these amounts for 2022 are included in Note 10 of our audited consolidated financial statements for the year ended December 31, 2022 included in our Annual Report on Form 10-K, filed with the SEC on February 28, 2023. The amounts reported in the Summary Compensation Table for these time-based RSUs and options may not represent the amounts that the named executive officers will actually realize from the awards. Whether, and to what extent, a named executive officer realizes value will depend on our actual operating performance, share price fluctuations and the named executive officer’s continued employment. (4) Effective August 1, 2022, Mr. Nath was appointed as our Chief Executive Officer and a member of our Board. In 2022, the amount reported for salary represents the amount earned following his commencement of employment, and the amount of his annual bonus was prorated to reflect his partial year of employment. (5) All other compensation for Mr. Nath in 2023 consists of (i) a one-time $250,000 cash contribution towards moving and relocation costs, (ii) housing allowance of £12,000 per month for seven months ($104,471), (iii) 401(k) company contributions of $12,207, (iv) health savings account contributions of $3,600 and (v) $5,876 in relation to tax advice paid by the Company on his behalf. (6) Effective February 1, 2022, Mr. Owens was appointed as our Chief Legal Officer and General Counsel. In 2022, the amount reported for salary represents the amount earned following his commencement of employment, and the amount of his annual bonus was prorated to reflect his partial year of employment. (7) All other compensation for Mr. Owens for 2023 consists of (i) housing allowance of £80,000 ($99,496), (ii) employer pension contributions of £25,608 ($31,849) and (iii) £4,675 ($5,814) in relation to tax advice paid by the Company on his behalf. (8) Effective June 16, 2023, Dr. Malievskaia stepped down from her role as an executive officer and transitioned to the role of non-executive director. The amount reported for salary represents the amount earned in her role as Chief Innovation Officer until June 16, 2023 and the amount earned in her role as non-executive director from June 16, 2023 to December 31, 2023 is reported elsewhere in the "Director Compensation Table." (9) All other compensation for Dr. Malievskaia consists of the fees earned in accordance with the Director Compensation Policy in her role as non-executive director from June 17, 2023 to December 31, 2023. (10) Mr. Falvey resigned from his role as chief financial officer to pursue other opportunities effective October 26, 2023 and his employment terminated effective November 3, 2023. The amount reported for salary represents the amount earned through November 3, 2023. (11) All other compensation for Mr. Falvey consists of (i) a separation payment of $638,000 (which is equivalent to 12 months of his base salary and his 2023 bonus), which is payable in substantially equal monthly installments and subject to applicable tax withholdings and lawful deductions, (ii) value of 5,625 shares delivered to Mr. Falvey upon accelerated vesting of his RSUs and of accelerated vesting of 48,750 option shares valued at $37,101 and (iii) $2,292 in COBRA payments.

  52. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table sets forth information concerning the outstanding equity awards held by each of the named executive officers as of December 31, 2023:

  53. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | Option Awards | | | | Stock Awards | | | | | | | | | Market | | | | | | | Number of | Value of | | | Number of Securities | | | | Shares or | Shares or | | | Underlying Unexercised | | Option | | Units That | Units That | | | Options | | Exercise | Option | Have Not | Have Not | | | Exercisable | Unexercisable | Price | Expiration | Vested | Vested | | Name | (#) | (#) | ($) | Date | (#) | ($) (1) | | Kabir Nath (2) | 200,000 | 400,000 | 14.94 | 07/31/2032 | — | — | | (3) | 32,062 | 121,838 | 10.85 | 02/01/2033 | — | — | | (4) | — | — | — | — | 37,500 | 328,125 | | (5) | — | — | — | — | 25,200 | 220,500 | | Guy Goodwin (6) | 58,333 | 41,667 | 30.26 | 08/15/2031 | — | — | | (7) | 20,625 | 24,375 | 15.75 | 01/31/2032 | — | — | | (8) | 2,000 | 6,000 | 0.01 | 01/31/2032 | — | — | | (9) | — | 10,800 | 0.01 | 02/01/2033 | — | — | | (3) | 13,311 | 50,589 | 10.85 | 02/01/2033 | — | — | | Matthew Owens (10) | 45,832 | 49,974 | 15.75 | 01/31/2032 | — | — | | (3) | 13,311 | 50,589 | 10.85 | 02/01/2033 | — | — | | (11) | — | — | — | — | 9,300 | 81,375 | | (5) | — | — | — | — | 10,800 | 94,500 | | Ekaterina Malievskaia (12) | 69,225 | 15,975 | 17.00 | 09/18/2030 | — | — | | (7) | 34,374 | 40,626 | 15.75 | 01/31/2032 | — | — | | (3) | 14,061 | 53,439 | 10.85 | 02/01/2033 | — | — | | (13) | — | — | — | — | 8,384 | 73,360 | | (11) | — | — | — | — | 9,750 | 85,313 | | (5) | — | — | — | — | 11,700 | 102,375 | | Michael Falvey (14) | 106,250 | — | 29.60 | 02/03/2024 | — | — | | (15) | 19,687 | — | 10.85 | 02/03/2024 | — | — |

  54. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    (1) Market value has been computed in accordance with SEC rules as the number of unvested shares or units multiplied by the closing price per share of our ADSs on The Nasdaq Global Select Market as of December 31, 2023 ($8.75). (2) Options vest over a 4 year service period with 25% of the award vesting on the first anniversary of the commencement date and the balance vesting monthly over the remaining three years, subject to continued service through each applicable vesting date. The vesting commencement date is August 1, 2022. This grant was awarded outside the 2020 Plan pursuant to the inducement grant exception under Nasdaq Listing Rule 5635(c). (3) Options vest over a 4 year service period in 48 equal monthly installments, subject to continued service through each applicable vesting date. The vesting commencement date is February 2, 2023. This grant was made under the 2020 Plan. (4) The restricted share units vest in four equal annual installments, subject to continued service through each applicable vesting date. The vesting commencement date is August 1, 2022. This grant was made under the 2020 Plan. (5) The restricted share units vest in four equal annual installments, subject to continued service through each applicable vesting date. The vesting commencement date is February 2, 2023. This grant was made under the 2020 Plan. (6) Options vest over a 4 year service period with 25% of the award vesting on the first anniversary of the commencement date and the balance vesting monthly over the remaining three years, subject to continued service through each applicable vesting date. The vesting commencement date is August 16, 2021. This grant was made under the 2020 Plan. (7) Options vest over a 4 year service period in 48 equal monthly installments, subject to continued service through each applicable vesting date. The vesting commencement date is February 1, 2022. This grant was made under the 2020 Plan. (8) Options vest in four equal annual installments, subject to continued service through each applicable vesting date. The vesting commencement date is February 1, 2022. This grant was made under the 2020 Plan. (9) Options vest in four equal annual installments, subject to continued service through each applicable vesting date. The vesting commencement date is February 2, 2023. This grant was made under the 2020 Plan. (10) Options vest over a 4 year service period with 25% of the award vesting on the first anniversary of the commencement date and the balance vesting monthly over the remaining three years, subject to continued service through each applicable vesting date. The vesting commencement date is February 1, 2022. This grant was made under the 2020 Plan. (11) The restricted share units vest in four equal annual installments, subject to continued service through each applicable vesting date. The vesting commencement date is February 1, 2022. This grant was made under the 2020 Plan. (12) Options vest over a 4 year service period with 25% of the award vesting on the first anniversary of the commencement date and the balance vesting monthly over the remaining three years, subject to continued service through each applicable vesting date. The vesting commencement date is September 18, 2020. This grant was made under the 2020 Plan. (13) The restricted share units are subject to 25% vesting upon the earlier of (i) the one year anniversary of the date of grant, or (ii) the first day following the six-month anniversary of the listing of the Company’s ordinary shares on any stock exchange on which the closing price of the shares is 20% higher than the listing price for at least five consecutive trading days. They vest quarterly thereafter over the remaining three years, subject to continued service through each applicable vesting date. The vesting commencement date is August 12, 2021. This grant was made under the 2017 Plan. (14) Options vested over a 4 year service period with 25% of the award vesting on the first anniversary of the commencement date and the balance vesting monthly over the remaining three years, subject to continued service through each applicable vesting date. The vesting commencement date is December 6, 2021. Pursuant to the terms of his separation agreement, the vesting was accelerated for 25% of the shares underlying this grant. This grant was made under the 2020 Plan. (15) Options vested over a 4 year service period in 48 equal monthly installments, subject to continued service through each applicable vesting date. The vesting commencement date is February 2, 2023. Pursuant to the terms of his separation agreement, the vesting was accelerated for 25% of the shares underlying this grant. This grant was made under the 2020 Plan.

  55. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table shows the total compensation for each of our principal executive officers (each a "PEO") and the average compensation for our other named executive officers during the last three fiscal years ended December 31, 2023, 2022 and 2021 compared to our net income and total shareholder return for the last two fiscal years.

  56. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for First PEO(1) | Summary Compensation Table Total for Second PEO(2) | Compensation Actually Paid to First PEO(1)(5) | Compensation Actually Paid to Second PEO(2)(6) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net Income | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | | 2023 | — | 2,824,757 | — | 2,375,232 | 1,259,653 | 931,410 | 51 | (118,464,000) | | 2022 | 2,977,030 | 7,643,576 | 786,153 | 3,848,172 | 1,659,322 | 639,499 | 47 | (91,505,000) | | 2021 | 943,524 | — | (2,533,688) | — | 1,215,021 | (1,893,965) | 130 | (71,742,000) |

  57. PAY VERSUS PERFORMANCE

    (1) Mr. Goldsmith served as our PEO throughout 2021 and during 2022 until July 31, 2022. (2) Mr. Nath served as our PEO beginning on August 1, 2022. (3) For fiscal 2023, our non-PEO named executive officers were Guy Goodwin, Matthew Owens, Ekaterina Malievskaia and Michael Falvey. For fiscal 2022, our non-PEO named executive officers were Matthew Owens and Ekaterina Malievskaia. For fiscal 2021, our non-PEO named executive officers were Ekaterina Malievskaia, Guy Goodwin, Piers Morgan (our former Chief Financial Officer) and Nate Poulsen (our former General Counsel). (4) The 2023 compensation actually paid to our PEO and the average compensation actually paid to our non-PEO named executives reflects the following adjustments from total compensation reported in the Summary Compensation Table:

  58. PAY VERSUS PERFORMANCE

    | | First PEO | Second PEO | Average of Non-PEO's | | Total compensation reported in the Summary Compensation Table | — | 2,824,757 | 1,259,653 | | Deduct the equity compensation reported in the Summary Compensation Table in column (Stock Awards) and column (Option Awards), | — | (1,515,203) | (636,067) | | Add year end fair value all awards granted during 2023 that are outstanding and unvested as of the end of the fiscal year; | — | 931,442 | 298,372 | | Add change in fair value (from prior year-end) of prior year equity awards that are unvested and outstanding | — | 32,631 | 620 | | Add for awards that were granted and vested in 2023, the fair value as of the vesting date | — | 74,709 | 74,709 | | Add the change in fair value (from prior year-end to vesting date) of prior year equity awards that vested in the 2023 | — | 2,895 | (11,276) | | Subtract for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during 2023, the amount equal to the fair value at the end of the prior fiscal year | — | — | (54,602) | | Compensation Actually Paid for Fiscal Year 2023 | — | 2,375,232 | 931,410 |

  59. PAY VERSUS PERFORMANCE

    (5) The 2022 compensation actually paid to our PEO and the average compensation actually paid to our non-PEO named executives reflects the following adjustments from total compensation reported in the Summary Compensation Table:

  60. PAY VERSUS PERFORMANCE

    | | First PEO | Second PEO | Average of Non-PEO's | | Total compensation reported in the Summary Compensation Table | 2,977,030 | 7,643,576 | 1,659,322 | | Deduct the equity compensation reported in the Summary Compensation Table in column (Stock Awards) and column (Option Awards), | (2,150,660) | (7,177,631) | (1,061,051) | | Add year end fair value all awards granted during 2022 that are outstanding and unvested as of the end of the fiscal year; | 881,954 | 3,382,227 | 476,050 | | Add change in fair value (from prior year-end) of prior year equity awards that are unvested and outstanding | (854,742) | — | (354,936) | | Add for awards that were granted and vested in 2022, the fair value as of the vesting date | 264,337 | — | 57,296 | | Add the change in fair value (from prior year-end to vesting date) of prior year equity awards that vested in the 2022 | (331,766) | — | (137,183) | | Compensation Actually Paid for Fiscal Year 2022 | 786,153 | 3,848,172 | 639,498 |

  61. PAY VERSUS PERFORMANCE

    (6) The 2021 compensation actually paid to our first PEO and the average compensation actually paid of our non-PEO named executives reflects the following adjustments from total compensation reported in the Summary Compensation Table:

  62. PAY VERSUS PERFORMANCE

    | | First PEO | Average of Non-PEO's | | Total compensation reported in the Summary Compensation Table | 943,524 | 1,215,022 | | Deduct the equity compensation reported in the Summary Compensation Table in column (Stock Awards) and column (Option Awards), | — | (485,111) | | Add year end fair value all awards granted during 2021 that are outstanding and unvested as of the end of the fiscal year; | — | 353,522 | | Add change in fair value (from prior year-end) of prior year equity awards that are unvested and outstanding | (2,691,551) | (1,331,837) | | Add for awards that were granted and vested in 2021, the fair value as of the vesting date | — | — | | Add the change in fair value (from prior year-end to vesting date) of prior year equity awards that vested in 2021 | (785,661) | (385,451) | | Subtract for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during 2021, the amount equal to the fair value at the end of the prior fiscal year | — | (1,260,109) | | Compensation Actually Paid for Fiscal Year 2021 | (2,533,688) | (1,893,964) |

  63. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table We generally seek to incentivize long-term performance, and therefore do not specifically align our performance goals with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. Compensation Actually Paid and Net Loss As a late-stage clinical biotechnology company primarily focused on research and development of novel therapies to treat serious mental health conditions, our company has not historically utilized net income (loss) as a performance measure for our executive compensation program. For 2021, 2022 and 2023, our net loss increased and the compensation actually paid to our named executive officers as a group (excluding our PEOs) also increased between those years. The compensation actually paid to Mr. Goldsmith for the period until July 31, 2022, when he stepped down as PEO, similarly increased. The compensation actually paid to Mr. Nath from 2022 to 2023 decreased; however, his compensation actually paid for 2022 is impacted by his new hire equity awards in 2022. Generally, new hire equity awards are larger than the annual equity awards. Compensation Actually Paid and TSR As shown in the following graph, the compensation actually paid to our PEOs and the average amount of compensation actually paid to our named executive officers as a group (excluding our PEOs) from 2021 to 2022 are negatively correlated. From 2022 to 2023, the average amount of compensation actually paid to our named executive officers as a group (excluding our PEOs) increased and we had a slight increase in TSR. From 2022 to 2023, compensation actually paid to Mr. Nath decreased as a result of his new hire grant in 2022, which was greater than the annual equity grants he received in 2023. As discussed above in "Executive Compensation - Primary Elements of Compensation Program" we use a combination of short-term cash incentive compensation opportunities for our named executive officers, in the form of annual cash bonuses to incentivize and award delivery of the Company’s strategy and corporate objectives, and long-term equity incentive compensation consisting of share options, which provide value only if the market price of our shares increases and if the executive officer continues in our employment over the vesting period, and restricted share units, which provide value only if the executive officer continues in our employment over the vesting period. These equity awards strongly align our executive officers’ interests with those of our shareholders by providing a continuing financial incentive to maximize long-term value for our shareholders and by encouraging our executive officers to continue in our employment for the long-term.