DEF 14A of COMPASS Pathways plc, Apr 28, 2025

DEF 14A of COMPASS Pathways plc

Filed Apr 28, 2025 · FY20240001816590-25-000051

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 Thomas Lönngren to the Board of Directors | FOR | | 2. | Re-election of Robert McQuade to the Board of Directors | FOR | | 3. | Re-election of Kabir Nath to the Board of Directors | FOR | | 4. | Re-election of Gino Santini to the Board of Directors | FOR | | 5. | Re-appointment of PricewaterhouseCoopers LLP, United Kingdom, as U.K. statutory auditor of the Company, to hold office until the conclusion of the next annual general meeting of shareholders | FOR | | 6. | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 | FOR | | 7. | Authorization for the Audit and Risk Committee to determine the Company’s auditors’ remuneration for the fiscal year ending December 31, 2025 | FOR | | 8. | Receipt of the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2024 and to note that the Directors do not recommend the payment of any dividend for the year ended December 31, 2024 | FOR | | 9. | 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, 2024, which is set forth in Annex A | FOR | | 10. | Advisory vote on the compensation of the Company’s named executive officers for the year ended December 31, 2024 on an advisory basis, which is set forth in this proxy statement | FOR | | 11. | Authorization for the directors (or any duly authorised committee of the 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 £1,114,200 | FOR | | 12. | Empowering the directors (or any duly authorised committee of the directors) to allot equity securities for cash up to a maximum aggregate nominal amount of £1,114,200 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 nine 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, Wayne Riley and Gino Santini and their terms will expire at the annual general meeting to be held in 2027; •the Class II directors are Thomas Lönngren, Robert McQuade and Kabir Nath, and their terms will expire at this Meeting; 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 Thomas Lönngren, Robert McQuade and Kabir Nath for re-election as the Class II directors at the Meeting and Gino Santini for re-election as a Class I director at the Meeting. Effective September 3, 2024, following a global search for a new board chair and upon the recommendation of the special recruitment committee, Mr. Santini was appointed to join the Board and appointed as Board Chair and a member of the nominating and corporate governance committee. If re-elected at this Meeting, Mr. Santini's term will expire at the annual general meeting to be held in 2027. 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. Our Board of Directors currently has existing authorities to allot shares in the Company and to grant rights to subscribe for or convert securities into shares in the Company. However, very few shares remain available for future allotment under these existing authorities. Absent further shareholder authorization, we may not have sufficient shares to raise capital if and when needed to fund the potential commercialization of COMP360 and further evolution of the Company’s business. Proposal 11 proposes that our 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 £1,114,200. If approved by shareholders, this new authority will expire on June 11, 2030. This Proposal 11 does not have any impact on our existing authorities. 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 Proposal 11, the subsisting amounts under the existing authorities will continue to apply until their respective expiration dates or until such earlier time as they have been fully utilized. However, our Board would not be able to allot new shares or grant rights to subscribe for new shares (other than to cover future issuances under pre-existing contractual obligations including our existing at-the-market sales agreement, our outstanding warrants, our outstanding equity awards and future equity awards under our equity compensation plans) to raise capital, if and when needed, without first seeking and obtaining shareholder approval for each such issuance at a general meeting of the Company. 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. Under the existing authorities, 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. However, very few shares remain available for future allotment under these existing authorities. Absent further shareholder authorization, we may not have sufficient shares to raise capital if and when needed to fund the potential commercialization of COMP360 and further evolution of the Company’s business. Therefore, in conjunction with Proposal 11, 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. This Proposal will, if passed, give our Board of Directors power, pursuant to the new 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 £1,114,200. This Proposal 12 does not have any impact on our existing authorities. This Proposal will be required to be passed as a special resolution and, if passed, this power will expire on June 11, 2030. If shareholders do not approve Proposal 11 or this Proposal 12, the subsisting amounts under the existing authorities will continue to apply until their respective expiration dates or until such earlier time as it has been fully utilized. However, our Board would not be able to allot new shares or grant rights to subscribe for new shares (other than to cover future issuances under pre-existing contractual obligations including our existing at-the-market sales agreement, our outstanding warrants, our outstanding equity awards and future equity awards under our equity compensation plans) to raise capital, if and when needed, without first complying with statutory pre-emption rights or seeking and obtaining shareholder approval for each such issuance at a general meeting of the Company.

  6. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Below is a list of our directors and their positions and ages as of April 14, 2025.

  7. BOARD OF DIRECTORS

    | Name | Age | Position | | Gino Santini | 68 | Chair of the Board | | Kabir Nath | 60 | Chief Executive Officer, Director | | Annalisa Jenkins, MBBS | 59 | Director | | Daphne Karydas | 52 | Director | | Thomas Lönngren | 74 | Director | | Linda McGoldrick | 70 | Director | | Robert McQuade | 68 | Director | | David Norton | 73 | Director | | Wayne Riley | 65 | Director |

  8. BOARD OF DIRECTORS

    During the year ended December 31, 2024, there were 10 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 2024. Under our Corporate Governance Guidelines, each of our directors is expected to make reasonable efforts to attend meetings of the Board and its committees. Directors are also expected to attend our annual general meeting of shareholders to the extent practicable. The biographical information for Thomas Lönngren, Robert McQuade, Kabir Nath and Gino Santini, the nominees to our Board, is provided in “Proposal 1—Re-Election of Thomas Lönngren to the Board of Directors,” “Proposal 2—Re-Election of Robert McQuade to the Board of Directors,” “Proposal 3—Re-Election of Kabir Nath to the Board of Directors,” and "Proposal 4—Re-Election of Gino Santini 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. 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), 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 AgeX Therapeutics, Inc. (NYSE American: AGE) and Oncimmune Holdings plc (LSE: ONC). 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. Daphne Karydas has served as a member of our Board and as a member of our audit and risk committee since September 2023. Ms. Karydas is President and Chief Financial Officer of Flare Therapeutics Inc., a privately-held, biotechnology company targeting transcription factors to discover precision medicines for cancer and other diseases, which Ms. Karydas joined in October 2021. Prior to joining Flare Therapeutics, from July 2020 until October 2021, Ms. Karydas served as Chief Financial Officer and Treasurer of Syndax Pharmaceuticals, Inc. (Nasdaq: SNDX). Previously, Ms. Karydas served in financial and strategy roles at Allergan plc, a publicly traded global pharmaceutical leader, from April 2017 until its acquisition by AbbVie Inc. (NYSE: ABBV) in May 2020, most recently serving as Senior Vice President, Corporate Financial Planning & Analysis and Strategy of Allergan. Ms. Karydas currently serves on the board of directors and as chair of the audit committee for Mineralys Therapeutics, Inc. (Nasdaq: MLYS). Ms. Karydas previously served on the board of directors of LogicBio Therapeutics, Inc., a publicly-traded clinical-stage genomic medicine company that was acquired by the rare disease business group within AstraZeneca (Nasdaq: AZN) and Eucrates Biomedical Acquisition Corp., special purpose acquisition company. Ms. Karydas received a B.S. and M.S. from Massachusetts Institute of Technology and an M.B.A. from Harvard Business School. We believe that Ms. Karydas is qualified to serve on our Board because of her financial, strategic, investor relations, and executive experience and her experience in the life sciences industry. 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 U.S., U.K. 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.

  9. BOARD OF DIRECTORS

    David Norton has served as a member of our Board since May 2018. Until his retirement in September 2011, Mr. Norton was Company Group Chairman, Global Pharmaceuticals for Johnson & Johnson, a public healthcare company. Mr. Norton began his Johnson & Johnson career in 1979 and held a number of positions at the company, including Company Group Chairman, Worldwide Commercial and Operations for the CNS, Internal Medicine franchise from 2006 to 2009, Company Group Chairman for the pharmaceutical businesses in Europe, the Middle East and Africa from 2004 to 2006, and Company Group Chairman for the pharmaceutical businesses in North America from 2003 to 2004. Mr. Norton currently serves on the board of directors of Forepont Capital, LLC, and the Global Alliance for TB Drug Development (now known as TB Alliance). Previously during the past five years, Mr. Norton served on the board of directors of Mallinckrodt, PLC (NYSE American: MNK) and Vivus, Inc. Mr. Norton is a graduate of Control Data Institute, Australia and the College of Distributive Trades, United Kingdom. We believe that Mr. Norton is qualified to serve on our Board because of his experience, qualifications, attributes and skills, including his extensive global pharmaceutical experience. Wayne J Riley, M.D., MPH, M.B.A. has served as a member of our Board since March 2021. Dr. Riley serves as the President of the State University of New York (SUNY) Downstate Health Sciences University, Brooklyn, NY, USA where he holds tenured professorships in internal medicine, and health policy and management and has served since January 2017. Prior to this, Dr. Riley served as a clinical professor of medicine and adjunct professor of health policy at Vanderbilt University from July 2007 until June 2017, and as President and Chief Executive Officer of Meharry Medical College from January 2007 until July 2013. In addition, Dr. Riley currently serves as an elected member of the U.S. National Academy of Medicine, a Commissioner of the U.S. Medicare Payment Advisory Commission, Chair of the Board of the New York Academy of Medicine, President of the Society of Medical Administrators, an organization of leading North American physician executives, and a President Emeritus of the American College of Physicians. Dr. Riley is also a member of the board of directors of HCA Healthcare Inc. (NYSE: HCA), where he serves as Chair of the Patient Safety & Quality Committee and a member of the Audit & Compliance and Nominating & Corporate Governance Committees and a member of the board of directors of HeartFlow, Inc. He also previously served as a Director of Vertex Pharmaceuticals Inc. (Nasdaq: VRTX). Dr. Riley holds a BA from Yale University, Masters in Public Health from the Tulane University School of Public Health and Tropical Medicine, M.D. from the Morehouse School of Medicine, and MBA from Rice University. We believe that Dr. Riley is qualified to serve on our Board because of his experience, qualifications, attributes and skills, including his extensive medical and health policy 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 2024, 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 March 31, 2024 provided that each non-executive director will receive the following cash retainers for service on our Board: (a) £80,000 ($102,256) 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 Scientific 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 Scientific Committee, and (i) $5,000 for each member of our Nominating and Corporate Governance Committee. Beginning April 1, 2024, our revised Director Compensation Policy provides for the payment of cash fees in U.S. dollars for the Board Chair, and to increase the fees for the Audit and Risk Committee and Compensation and Leadership Development Committee. Under the revised Director Compensation Policy, each non-executive director will receive the following cash retainers for service on our Board: (a) $100,000 for our Board Chair, (b) $40,000 for each member, (c) an additional $20,000 for a lead independent director (if applicable), (d) $18,000 for the chair of the Audit and Risk Committee (such fee will be increased to $20,000 effective with the Meeting in June), (e) $14,000 for the chair of each of the Compensation and Leadership Development Committee (such fee will be increased to $15,000 effective with the Meeting in June), (f) $12,000 for the chair of the Scientific Committee, (g) $10,000 for the chair of our Nominating and Corporate Governance Committee, (h) $9,000 for each member of our Audit and Risk Committee (such fee will be increased to $10,000 effective with the Meeting in June), (i) $7,000 for each member of the Compensation and Leadership Development Committee (such fee will be increased to $7,500 effective with the Meeting in June), (j) $6,000 for each member of the Scientific Committee, and (i) $5,000 for each member of our Nominating and Corporate Governance Committee. All amounts have been converted from GBP to USD using the 2024 average FX rate (£1:$1.2782). Fees are reviewed on a periodic basis against those in similar sized companies to work to ensure they remain competitive and adequately reflect the time commitments and scope of the role. Directors may also receive limited travel or hospitality related benefits in connection with their duties. 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 2024, 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 an option to purchase 26,000 ADSs (or an option to purchase 39,000 ADSs in the case of the Board Chair) on the date of our annual general meeting. Accordingly, on May 9, 2024, the date of our 2024 AGM, our interim Board Chair, David Norton, 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 3, 2024, Mr. Santini was granted an initial option to purchase 52,000 ADS in connection with his 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, 2024. Mr. Nath did not receive compensation for service on the Board. The compensation paid to Mr. Nath 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 2024 for our U.K. statutory directors’ remuneration report, which includes a directors’ remuneration policy for our executive and non-executive directors, and for our directors' remuneration policy.

  11. Director Compensation for 2024

    Director Compensation for 2024

  12. Director Compensation for 2024

    | | Fees | | | | | Earned or | | | | | Paid in | Option | | | | Cash | Awards | Total | | Name | ($) | ($) (1) (2) | ($) | | Gino Santini(2)(3) | 35,000 | 375,440 | 410,440 | | George Goldsmith(2)(4)(6) | 25,564 | 324,696 | 350,260 | | David Norton (2) | 78,502 | 333,060 | 411,562 | | Annalisa Jenkins (2) | 68,236 | 222,040 | 290,276 | | Daphne Karydas(2) | 55,500 | 222,040 | 277,540 | | Thomas Lönngren(2) | 49,748 | 222,040 | 271,788 | | Ekaterina Malievskaia(2)(5)(6) | 11,618 | 285,713 | 297,331 | | Linda McGoldrick(2) | 55,750 | 222,040 | 277,790 | | Robert McQuade(2) | 60,750 | 222,040 | 282,790 | | Wayne Riley(2) | 54,750 | 222,040 | 276,790 |

  13. Director Compensation for 2024

    (1) The amount reported represents the aggregate grant date fair value of share options awarded to our non-employee directors during the 2024 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 27, 2025. 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, 2024, the Directors owned the following number of outstanding and unexercised share options: Gino Santini (52,000), George Goldsmith (189,503), David Norton (229,404), Annalisa Jenkins (216,404), Daphne Karydas (78,000), Thomas Lönngren (141,095), Ekaterina Malievskaia (130,968), Linda McGoldrick (102,584) Robert McQuade (102,584), and Wayne Riley (97,750). (3) Mr. Santini joined the Board in September 2024 and received his initial equity award on September 3, 2024. His cash fees are pro-rated for the period of the year during which he served on the Board. (4) Mr. Goldsmith resigned from the Board effective March 29, 2024 and his cash fees are pro-rated for the period of the year during which he served on the Board. (5) Dr. Malievskaia resigned from the Board effective March 29, 2024 and her cash fees are pro-rated for the period of the year during which she served on the Board. (6) In connection with the resignations of Mr. Goldsmith and Dr. Malievskaia, the Board approved amendments to extend the option exercise period for their outstanding, vested share options until March 29, 2026. The amounts reflected in this table represent the incremental fair value in connection with such share option amendments.

  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. 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.

  16. 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; |

  17. 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; |

  18. Compensation-Setting Factors

    | • | the dilutive impact of equity awards; |

  19. 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 2024, the Compensation and Leadership Development Committee engaged Aon as its independent compensation consultant to advise on executive compensation matters including:

  20. Role of Compensation Consultant

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

  21. Role of Compensation Consultant

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

  22. Role of Compensation Consultant

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

  23. 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.

  24. 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 2024, the Compensation and Leadership Development Committee considered the following criteria:

  25. Role of Market Data

    | • | publicly-traded companies listed in the U.S. (including both U.S.-headquartered and European-headquartered companies), with a preference towards companies which had completed an initial public offering at any time since 2015; |

  26. 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; |

  27. Role of Market Data

    | • | similar market capitalization—within a range of approximately 0.33x to approximately 3.0x our market capitalization in the fourth quarter of 2023; |

  28. Role of Market Data

    | • | the stage of development of each company’s development candidates, with a focus on companies with phase 3 clinical programs; and |

  29. Role of Market Data

    | • | similar headcount—within a range of 50 to 550 employees based on our fiscal year 2023 headcount; |

  30. 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 2024 for purposes of establishing 2024 annual base salary, target bonus and equity awards for our named executive officers.

  31. Compensation Peer Group

    Compensation Peer Group

  32. Compensation Peer Group

    | AC Immune SA | BioXcel Therapeutics, Inc. | Praxis Precision Medicine, Inc. | | Adaptimmune Therapeutics plc | CareDx, Inc. | Prothena Corporation plc | | Alector, Inc. | Centessa Pharmaceuticals plc | PureTech Health plc | | Arcus Biosciences, Inc. | Crinetics Pharmaceuticals, Inc. | Replimmune Group, Inc. | | ATAI Life Sciences SA | Exscientia plc | Rocket Pharmaceuticals, Inc. | | Autolus Therapeutics plc | Kymera Therapeutics, Inc. | Scholar Rock Holding Corporation | | Bicycle Therapeutics plc | Merus N.V. | Y-mAbs Therapeutics, Inc. | | | Mind Medicine (MindMed) Inc. | |

  33. PRIMARY ELEMENTS OF EXECUTIVE COMPENSATION PROGRAM

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

  34. PRIMARY ELEMENTS OF EXECUTIVE COMPENSATION PROGRAM

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

  35. 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.

  36. Short-Term Incentive Compensation

    Short-Term Incentive Compensation

  37. 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 2024, we determined annual cash bonuses for our named executive officers based on a review of our overall corporate performance, except for Mr. Owens. Mr. Owens was made redundant as part of our strategic reorganization in the fourth quarter of 2024 and received his full target bonus pursuant to the terms of his separation agreement with the Company.

  38. 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.

  39. 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 2024, we kept the target annual bonuses at 60% for Mr. Nath and 40% for each of Dr. Goodwin and Mr. Owens. Ms. Loxam's target annual bonus was set at 45% in her employment agreement in connection her joining us as our chief financial officer.

  40. 2024 Annual Cash Bonuses

    2024 Annual Cash Bonuses The 2024 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.

  41. Corporate Goals and Achievements

    | • | Develop long-term strategy beyond COMP360 in TRD – We announced positive results from our open-label phase 2 study evaluating safety and tolerability of COMP360 in twenty-two patients with PTSD. We closed enrollment at 32 patients for a double-blind randomized controlled phase 2 clinical trial investigating the safety and efficacy of COMP360 psilocybin in participants with anorexia nervosa. |

  42. Corporate Goals and Achievements

    In January 2025, the Compensation and Leadership Development Committee evaluated our achievement of the 2024 corporate objectives. Based on our 2024 results, the Compensation and Leadership Development Committee determined that we had overachieved our goals related to preparing for a potential U.S. commercial launch and underachieved our goals with respect to our target for progressing our phase 3 pivotal program and announcing our first pivotal data from our COMP005 trial, while achieving the remaining corporate goals at target. Based on this assessment, the Compensation and Leadership Development Committee set the corporate performance score at 70%, a percentage reached as a weighted average of scores against our corporate goals. After evaluating our achievement of the 2024 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. This year the Compensation and Leadership Development Committee determined to pay the current named executive officers annual bonus based on a combination of individual performance and corporate performance and recommended for approval by the full board the chief executive officer's annual bonus at the 70% corporate performance score. With respect to our former general counsel, we agreed to pay his full target bonus as part of his separation agreement. The table below sets forth the 2024 annual base salaries, target annual cash bonuses, and the 2024 annual cash bonuses earned by our named executive officers.

  43. Corporate Goals and Achievements

    | Named Executive Officer (1) | 2024 Annual Base Salary | Target Annual Cash Bonus (% of Annual Base Salary) | 2024 Payout (% of Target) | 2024 Annual Cash Bonus | | Kabir Nath | $628,352 | 60% | 70% | $267,139 | | Guy Goodwin | $435,781 | 40% | 76% | $132,419 | | Teri Loxam (2) | $490,000 | 45% | 76% | $140,000 | | Matthew Owens(3) | $450,174 | 40% | 100% | $180,070 |

  44. Corporate Goals and Achievements

    (1) All amounts, except those for Ms. Loxam and Mr. Nath (to the extent such amounts were paid in USD while he was based in the U.S.), have been converted from GBP to USD using the 2024 average FX rate (£1:$1.2782). (2) Effective March 1, 2024, Ms. Loxam was appointed as our Chief Financial Officer. In 2024, the amount of her annual bonus was prorated to reflect her partial year of employment. (3) As part of his separation agreement, Mr. Owens received his full target bonus for the year ended December 31, 2024.

  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 2024, the Compensation and Leadership Development Committee approved the following annual equity grants to our named executive officers employed at that time and in March 2024, Ms. Loxam was awarded her initial option award and restricted share unit award upon commencement of employment with us.

  46. Long-Term Incentive Compensation

    | Named Executive Officer | Annual or Initial Option Award | Annual or Initial Restricted Share Unit/Nominal Cost Option Awards | | Kabir Nath | 275,000 | 92,000 | | Guy Goodwin | 63,000 | 32,000 | | Teri Loxam | 117,643 | 62,718 | | Matthew Owens | 76,000 | 25,000 |

  47. Employment Arrangements with our Named Executive Officers

    Employment Arrangements with our Named Executive Officers 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, 2024 and 2023 to each individual who served as our principal executive officer for the year ended December 31, 2024, or fiscal year 2024, our next two most highly compensated executive officers in respect of their service to our company for fiscal year 2024 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, 2024. 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) | 2024 | 628,352 | 267,139 | 1,043,280 | 2,364,340 | 36,191 | 4,339,303 | | Chief Executive Officer | 2023 | 594,500 | 338,900 | 273,420 | 1,241,783 | 376,155 | 2,824,757 | | Guy Goodwin (5) | 2024 | 435,781 | 132,419 | — | 904,273 | 5,031 | 1,477,504 | | Chief Medical Officer | 2023 | 411,540 | 155,462 | — | 632,689 | — | 1,199,691 | | Teri Loxam (6)(7) | 2024 | 388,230 | 140,000 | 720,003 | 1,031,153 | 68,758 | 2,348,144 | | Chief Finance Officer | 2023 | — | — | — | — | — | — | | Matthew Owens (8) | 2024 | 450,174 | 180,070 | 283,500 | 653,418 | 39,326 | 1,606,488 | | Former General Counsel and Chief Legal Officer | 2023 | 398,108 | 149,244 | 117,180 | 515,594 | 137,159 | 1,317,285 |

  51. SUMMARY COMPENSATION TABLE

    (1) All 2024 amounts, except for Teri Loxam and Mr. Nath (to the extent such amounts were paid in USD while he was based in the U.S.), have been converted from GBP to USD using the 2024 average FX rate (£1:$1.2782). All 2023 amounts, except for Mr. Nath, have been converted from GBP to USD using the 2023 average FX rate (£1:1.2437). (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 2024 and 2023 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 2024 are included in Note 8 of our audited consolidated financial statements for the year ended December 31, 2024 included in our Annual Report on Form 10-K, filed with the SEC on February 27, 2025. The assumptions we used in calculating these amounts for 2024 are included in Note 10 of our audited consolidated financial statements for the year ended December 31, 2024 included in our Annual Report on Form 10-K, filed with the SEC on February 27, 2025. 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) All other compensation for Mr. Nath in 2024 consists of (i) 401(k) company contributions of $13,800, (ii) UK pension allowance of $13,800 (iii) health savings account contributions of $2,333 and (iv) $6,258 in relation to tax advice paid by the Company on his behalf. (5) All other compensation for Mr. Goodwin in 2024 consists of a health savings account contribution of $5,031. (6) Effective March 1, 2024, Ms. Loxam was appointed as our Chief Financial Officer. In 2024, the amount reported for salary represents the amount earned following her commencement of employment, and the amount of her annual bonus was prorated to reflect her partial year of employment. (7) All other compensation for Ms. Loxam consists of 401(k) company contributions of $13,800 and $54,958 of consulting fees for the first two months of 2024, prior to her commencement of employment. (8) All other compensation for Mr. Owens for 2024 consists of (i) employer pension contribution of $27,446, (ii) health savings account contribution of $2,512 and (iii) $9,368 in relation to tax advice paid by the Company on his behalf.

  52. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 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, 2024:

  53. OUTSTANDING EQUITY AWARDS AT 2024 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) | 350,000 | 250,000 | 14.94 | 07/31/2032 | | | | (3) | 70,537 | 83,363 | 10.85 | 02/01/2033 | | | | (4) | 57,291 | 217,709 | 11.34 | 1/31/2034 | | | | (5) | | | | | 25,000 | 94,500 | | (6) | | | | | 18,900 | 71,442 | | (7) | | | | | 92,000 | 347,760 | | Guy Goodwin (8) | 83,332 | 16,668 | 30.26 | 08/15/2031 | | | | (9) | 31,875 | 13,125 | 15.75 | 01/31/2032 | | | | (10) | 4,000 | 4,000 | 0.01 | 01/31/2032 | | | | (11) | 2,700 | 8,100 | 0.01 | 02/01/2033 | | | | (3) | 29,287 | 34,613 | 10.85 | 02/01/2033 | | | | (4) | 13,125 | 49,875 | 11.34 | 01/31/2034 | | | | (12) | | 32,000 | 0.01 | 01/31/2034 | | | | Teri Loxam (13) | | 117,643 | 11.48 | 02/28/2034 | | | | (14) | | | | | 62,718 | 237,074 | | Matthew Owens (15) | 70,832 | 29,168 | 15.75 | 01/31/2032 | | | | (3) | 29,287 | 34,613 | 10.85 | 02/01/2033 | | | | (4) | 15,833 | 60,167 | 11.34 | 1/31/2024 | | | | (16) | | | | | 6,200 | 23,436 | | (6) | | | | | 8,100 | 30,618 | | (7) | | | | | 25,000 | 94,500 |

  54. OUTSTANDING EQUITY AWARDS AT 2024 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, 2024 ($3.78). (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) 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, 2024. (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 August 1, 2022. This grant was made under the 2020 Plan. (6) 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. (7) 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, 2024. This grant was made under the 2020 Plan. (8) 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. (9) 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. (10) 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. (11) 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. (12) Options vest in four equal annual installments, subject to continued service through each applicable vesting date. The vesting commencement date is February 1 2024. This grant was made under the 2020 Plan. (13) 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 March 1, 2024. This grant was made under the 2020 Plan. (14) The restricted share units vest in four equal annual installments, subject to continued service through each applicable vesting date. The vesting commencement date is March 1, 2024. This grant was made under the 2020 Plan. (15) 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. (16) 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.

  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, 2024, 2023 and 2022 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) | | 2024 | — | 4,339,303 | — | 163,397 | 1,817,413 | 734,056 | 22 | (155,122,000) | | 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) |

  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 2024, our non-PEO named executive officers were Guy Goodwin, Teri Loxam and Matthew Owens. 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. (4) The 2024 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 | — | 4,339,303 | 1,817,413 | | Deduct the equity compensation reported in the Summary Compensation Table in column (Stock Awards) and column (Option Awards), | — | (3,407,620) | (1,197,449) | | Add year end fair value all awards granted during 2024 that are outstanding and unvested as of the end of the fiscal year; | — | 774,210 | 299,090 | | Add change in fair value (from prior year-end) of prior year equity awards that are unvested and outstanding | — | (1,618,908) | (213,287) | | Add for awards that were granted and vested in 2024, the fair value as of the vesting date | — | 254,795 | 42,927 | | Add the change in fair value (from prior year-end to vesting date) of prior year equity awards that vested in the 2024 | — | (178,382) | (14,640) | | Subtract for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during 2024, the amount equal to the fair value at the end of the prior fiscal year | — | — | — | | Compensation Actually Paid for fiscal year 2024 | — | 163,397 | 734,056 |

  59. PAY VERSUS PERFORMANCE

    (5) 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:

  60. 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 | — | 26,896 | (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 |

  61. PAY VERSUS PERFORMANCE

    (6) 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:

  62. 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) | — | (137,182) | | Compensation Actually Paid for Fiscal Year 2022 | 786,153 | 3,848,172 | 639,499 |

  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 treatments for serious mental health conditions, our company has not historically utilized net income (loss) as a performance measure for our executive compensation program. For 2022, 2023 and 2024, our net loss increased and the compensation actually paid to our named executive officers as a group (excluding our PEO) and the compensation actually paid to our PEO decreased from 2023 to 2024. The compensation actually paid to our named executive officers as a group (excluding our PEOs) increased between 2022 and 2023, whereas 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, 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. From 2023 to 2024, the compensation actually paid to our named executive officers as a group (excluding our PEO) and our PEO decreased and our TSR decreased. 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.

  64. Percentage change in remuneration of the Executive and Non-Executive Directors

    Percentage change in remuneration of the Executive and Non-Executive Directors The table below illustrates the percentage change in salary, annual bonus and benefits for the CEO, Executive Chairman, former CIO, Non-Executive Directors and the employees of the Group between the 2020 and 2024 financial years.

  65. Percentage change in remuneration of the Executive and Non-Executive Directors

    | | 2024 - 2023 | | | 2023 - 2022 | | | 2022 - 2021 | | | 2021 - 2020 | | | | | Salary | Annual Bonus (1) | Benefits (1) | Salary | Annual Bonus (1) | Benefits (1) | Salary | Annual Bonus (1) | Benefits (1) | Salary | Annual Bonus (1) | Benefits (1) | | CEO* (2) | 6 % | (21) % | (92) % | 3 % | (1) % | 100 % | (1) % | 6 % | (100) % | N/A | N/A | N/A | | Non-Executive Chair % change **(3) | 100 % | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | Executive Chairman % change *** (2) (4) | N/A | N/A | N/A | (100) % | (100) % | (100) % | 100 % | 100 % | 100 % | N/A | N/A | N/A | | George Goldsmith (4) (6) | (74) % | N/A | N/A | 100 % | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | CEO *** | N/A | N/A | N/A | N/A | N/A | N/A | (8) % | (2) % | 7 % | 29 % | 37 % | 4 % | | Ekaterina Malievskaia (5) (7) | (53) % | N/A | N/A | 100 % | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | CIO % change **** (5) | N/A | N/A | N/A | (19) % | (100) % | (100) % | (8) % | (29) % | 5 % | 14 % | 54 % | 4 % | | David Norton (8) | 23 % | N/A | N/A | 5 % | N/A | N/A | (3) % | N/A | N/A | 288 % | N/A | N/A | | Annalisa Jenkins (8) | 8 % | N/A | N/A | 6 % | N/A | N/A | (10) % | N/A | N/A | 277 % | N/A | N/A | | Daphne Karydas (9) | 301 % | N/A | N/A | 100 % | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | Thomas Lonngren (8) | 3 % | N/A | N/A | 5 % | N/A | N/A | (8) % | N/A | N/A | 277 % | N/A | N/A | | Robert McQuade (8) | 5 % | N/A | N/A | 6 % | N/A | N/A | (10) % | N/A | N/A | 277 % | N/A | N/A | | Linda McGoldrick (8) | (6) % | N/A | N/A | 5 % | N/A | N/A | (9) % | N/A | N/A | 278 % | N/A | N/A | | Wayne Riley (10) | 11 % | N/A | N/A | 6 % | N/A | N/A | 20 % | N/A | N/A | N/A | N/A | N/A | | Jason Camm (11) (12) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | Florian Brand (13) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | Employees % change (14) | 57 % | 28 % | (6) % | 45 % | 21 % | 54 % | (37) % | (27) % | (19) % | 17 % | 29 % | 36 % |

  66. Percentage change in remuneration of the Executive and Non-Executive Directors

    *Represents Kabir Nath ** Represents Gino Santini *** Represents George Goldsmith **** Represents Ekaterina Malievskaia 1.None of the Non-Executive Directors are eligible for an annual bonus and none claimed any benefits during the year. 2.Effective 1 August 2022, Kabir Nath joined as Chief Executive Officer and George Goldsmith transitioned to Executive Chair. Mr. Nath received his annual salary, pro-rated for the remainder of the 2022 year. His change in pay percentage for the years 2023-2022 has been determined by comparing his full 2023 annual salary to his full 2022 annual salary. 3.Effective 3 September 2024, Gino Santini was appointed as independent Non-Executive Chair. As he joined in 2024 he has no corresponding 2023 salary and his change is therefore represented at 100%. 4.Effective 1 January 2023, George Goldsmith transitioned from Executive Chair to Non-Executive Chair. 5.Effective 17 June 2023, Ekaterina Malievskaia transitioned from Chief Innovation Officer to Non-Executive Director. She received her annual salary as Chief Innovation Officer, pro-rated for the period she worked as Chief Innovation Officer during 2023. Her change in pay percentage for the years 2023-2022 as Chief Innovation Officer has been determined by comparing her full 2023 annual salary to her full 2022 annual salary. 6.Effective 29 March 2024, George Goldsmith resigned from the Board 7.Effective 29 March 2024, Ekaterina Malievskaia resigned from the Board. 8.David Norton, Annalisa Jenkins, Thomas Lonngren, Robert McQuade and Linda McGoldrick joined the Board in 2020 and the remuneration received in 2020 was not the full annual amount. 9.Effective 18 September 2023, Daphne Karydas joined as Non-Executive Director. 10.Wayne Riley joined the Board in 2021 and the remuneration received in 2021 was not a full annual amount. 11.On 1 February 2021, Mr Camm permanently waived any and all compensation which he was entitled to receive during the year ended 31 December 2020. 12.Effective 16 June 2022, Jason Camm resigned from the Board. 13.Effective 14 May 2021. Florian Brand resigned from the Board. 14.Year over year changes in average salary are mainly as a result of fluctuations in foreign currency exchange rates and as a different mix of employees at differing pay bands being employed historically.