☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Ireland

(State or other jurisdiction of incorporation or organization)

98-1007018

(I.R.S. Employer Identification No.)

Connaught House

1 Burlington Road

Dublin 4, Ireland
(Address of principal executive offices)

D04 C5Y6

(Zip code)

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Ordinary shares, $0.01 par value

ALKS

Nasdaq Global Select Market

Large Accelerated Filer ☒

                  Accelerated Filer ☐

Non-Accelerated Filer ☐

Smaller Reporting Company ☐

Emerging Growth Company ☐

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

4

Item 11.

Executive Compensation

11

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

48

Item 13.

Certain Relationships and Related Transactions, and Director Independence

51

Item 14.

Principal Accounting Fees and Services

52

PART IV

Item 15.

Exhibits and Financial Statement Schedules

53

SIGNATURES

61

David W. Anstice AO

Age: 72

Director since: September 2011

Current Public Company Boards: None

Experience: Mr. Anstice served as Executive Vice President of Merck & Co., Inc. (“Merck”) from 2006 until his retirement in 2008, with responsibility for enterprise strategy and implementation. During separate parts of this period he served as acting President, Global Human Health and as President of Merck’s business in Japan. Prior to that, Mr. Anstice served as President of Merck from 2003 to 2006, with responsibility for Merck’s Asia Pacific businesses. In his 34 years with Merck, he held a variety of positions including President, U.S. Human Health; President, Human Health, the Americas; President, U.S./Canada; and President, Human Health, Europe. He reported to the Chief Executive Officer of Merck from 1994 until his retirement in 2008. Mr. Anstice currently serves as a non-executive director of NeuClone Pharmaceuticals Ltd., an unlisted clinical-stage biopharmaceutical company based in Australia. Mr. Anstice previously served as a non-executive director of CSL Limited, a global biopharmaceutical company, from September 2008 until October 2018. Mr. Anstice is also a member of the board of the University of Sydney USA Foundation, and an Adjunct Professor at the University of Sydney Business School.

Qualifications and Skills: Mr. Anstice’s lengthy service with Merck, which included oversight of, and responsibility for, all aspects of pharmaceutical drug development and commercialization in the U.S. and in many countries outside the U.S., provides our Board with broad global research-based pharmaceutical industry experience. Mr. Anstice’s prior leadership positions in industry organizations, including as a board and executive committee member of the Biotechnology Innovation Organization (“BIO”) for approximately ten years and as a former Chairman of the National Pharmaceutical Council, augment his pharmaceutical management, industry knowledge and organizational expertise with knowledge of public policy issues involving pharmaceutical care. Mr. Anstice also has expertise in the areas of strategic planning, risk management and corporate governance.

Robert A. Breyer

Age: 77

Director since: September 2011*

Current Public Company Boards: None

*Mr. Breyer has announced his retirement from the Board effective as of the close of the 2021 Annual Meeting.

Experience: Mr. Breyer served as President of Alkermes, Inc. from July 1994 until his retirement in December 2001 and as Chief Operating Officer from July 1994 to February 2001. Prior to joining Alkermes, Inc., Mr. Breyer was an executive and held various positions in the global pharmaceutical and medical device industries, including general manager of Eli Lilly Benelux S.A and Eli Lilly Italia S.p.A. Mr. Breyer also served on the board of directors of Lentigen, Inc., a privately held, diversified biology company, from 2007 to 2009.

Qualifications and Skills: Mr. Breyer’s experience as an executive in the global pharmaceutical and medical device industries provides management and operational skills to our Board. Mr. Breyer has experience with managing the overall financial performance of pharmaceutical and medical device units and in pharmaceutical manufacturing and sales and marketing operations in multiple locations in the U.S. and Europe. As a former executive at Alkermes, Inc., Mr. Breyer also has first-hand knowledge of our technology, manufacturing operations, research and development and management team.

Shane M. Cooke

Age: 58

Director since: March 2018

Current Public Company Boards: Prothena Corporation plc (since 2012); Endo International plc (since 2014); UDG Healthcare plc (since February 2019)

Experience: Mr. Cooke served as our President and as President of Alkermes Pharma Ireland Limited (“APIL”), a wholly-owned subsidiary of the Company, from September 2011 until his retirement in March 2018. He became a member of our Board upon his retirement. In addition, Mr. Cooke has been chairman of the board of directors of APIL since September 2011. Mr. Cooke served as Executive Vice President of Elan Corporation, plc (“Elan”) and Head of Elan Drug Technologies from May 2007 to September 16, 2011 and as the Chief Financial Officer of Elan from July 2001 until May 2011. Mr. Cooke served as a director of Elan from May 2005 to September 16, 2011. Prior to joining Elan, Mr. Cooke was Chief Executive of Pembroke Capital Limited, an aviation leasing company, and prior to that, he held a number of senior finance positions in the banking and aviation industries. He is a chartered accountant.

Qualifications and Skills: Mr. Cooke is an Irish citizen, resident in Ireland. His depth of experience in managing Irish corporate entities and his extensive network within the Irish business and finance community, as well as his familiarity with Irish policy and regulation, are highly beneficial to the Company as an Irish-incorporated entity. In addition to Mr. Cooke’s global experience in the pharmaceutical industry, he also has significant experience in business development and transactional activities. Mr. Cooke’s substantial experience as an executive in the biopharmaceutical industry, including having served as a chief financial officer and as a president of publicly-traded companies, brings strategic leadership attributes and expertise in operations, finance, and commercial management to our Board.

David A. Daglio, Jr.

Age: 54

Director since: December 2020

Current Public Company Boards: Total Brain Ltd. (since January 2020)

Experience: Mr. Daglio most recently served as a non-executive director of Mellon Investments Corporation (“Mellon”), a global investment manager, from 2019 to January 2020 and as Executive Vice President, Chief Investment Officer and Executive Director of Mellon from 2017 to 2019. He also served as Mellon’s head of Opportunistic Value Strategies. Since joining Mellon in 1998, Mr. Daglio worked with institutional clients and boards around the world, managed numerous investors and grew portfolio assets by more than five-fold, and helped to design, launch, and manage a unique equity investing approach.  Prior to his investing career, Mr. Daglio was a management consultant at Deloitte and an engineer for The Dannon Company. Mr. Daglio previously served as a director of The Boston Company and Mellon and currently serves as a director of Total Brain Ltd., an Australian publicly-traded company. Mr. Daglio earned a bachelor’s degree in mechanical engineering from Rensselaer Polytechnic Institute and a Master of Business Administration from New York University’s Stern School of Business.

Qualifications and Skills: Mr. Daglio brings to our Board a seasoned institutional investment management perspective and strong management and leadership experience. The Board benefits from his experience in portfolio management, value creation, and transactional matters, and from his service on other boards of directors, including his current service on the Board and remuneration committee of Total Brain Ltd.

Wendy L. Dixon, Ph.D.

Age: 65

Director since: September 2011

Current Public Company Boards: Incyte Corporation (since 2010); bluebird bio, Inc. (since 2013); Arvinas, Inc. (since June 2020)

Experience: Dr. Dixon has extensive experience in the pharmaceutical and biotechnology industries, combining a technical background with experience in drug development, regulatory affairs and marketing, and has directed the launch and growth of more than twenty pharmaceutical products. Dr. Dixon was Chief Marketing Officer and President, Global Marketing for Bristol-Myers Squibb and served on its Executive Committee from 2001 to 2009. She was Senior Vice President, Marketing at Merck from 1996 to 2001 and, prior to that, held executive management positions at West Pharmaceuticals, Osteotech and Centocor and various positions in marketing, regulatory affairs, project management and as a biochemist at SmithKline and French (now GlaxoSmithKline). Dr. Dixon was formerly on the boards of directors of then-public companies Ardea Biosciences, Inc., Dentsply International and Furiex Pharmaceuticals during various periods from 2005 to 2014, and more recently on the boards of directors of public companies Orexigen Therapeutics, Inc. from 2010 to January 2016, Sesen Bio, Inc. (formerly Eleven Biotherapeutics, Inc.) from 2014 to February 2020 and Voyager Therapeutics, Inc. from January 2017 to January 2021. She is also the principal of Great Meadow Consultancy. She was a Senior Advisor to The Monitor Group, now Deloitte, from 2010 to 2012.

Qualifications and Skills: Dr. Dixon brings to our Board a depth of experience in the global marketing of pharmaceutical products across a broad variety of disease states. Dr. Dixon has a strong technical background, direct experience in product development and regulatory affairs, and has successfully built and grown commercial organizations in the U.S. and Europe, all of which provide valuable insight to our Board regarding the development and commercialization of pharmaceutical products. Dr. Dixon’s additional qualifications include her deep industry knowledge and her reputation as a strategic thinker with a focus on execution, as well as the ability to provide direction regarding improvements to the interface between research and development and marketing. Dr. Dixon’s service on other company boards of directors provides experience relevant to good corporate governance practices.

Richard B. Gaynor, M.D.

Age: 71

Director since: September 2019

Current Public Company Boards: Infinity Pharmaceuticals, Inc. (since March 2020)

Experience: Since May 2020, Dr. Gaynor has served as President, Chief of Research and Development at BioNTech US Inc. (f/k/a Neon Therapeutics, Inc. (“Neon”)), a wholly-owned subsidiary of BioNTech SE focused on the development of novel neoantigen-targeted T cell therapies. Dr. Gaynor had previously served as President of Research and Development at Neon since November 2016. Prior to joining Neon, Dr. Gaynor held roles in clinical development and medical affairs at Eli Lilly and Company (“Lilly”) from August 2002 to October 2016, including serving as Senior Vice President, Clinical Development and Medical Affairs of Lilly Oncology. During his time at Lilly, Dr. Gaynor chaired the Lilly Oncology Research and Development Committee and helped oversee various collaborations, including with General Electric, AstraZeneca, Merck and Bristol-Myers Squibb. Dr. Gaynor started his career in academia, initially serving on the faculty at UCLA School of Medicine, followed by eleven years at the University of Texas Southwestern Medical School, during which he spent time as the Chief of Hematology-Oncology and Director of the Simmons Cancer Center. Dr. Gaynor holds an M.D. from the University of Texas Southwestern Medical School and completed fellowship training in hematology-oncology at UCLA School of Medicine. Dr. Gaynor is on the editorial board of several scientific journals and has published extensively, including over 140 scientific articles. He serves on the board of directors of the Damon Runyon Cancer Research Foundation and sits on several committees for the American Association of Cancer Research and other leading cancer organizations. Dr. Gaynor is a licensed physician with board certifications in oncology and hematology.

Qualifications and Skills: Dr. Gaynor brings to our Board a deep background in the field of oncology, having practiced in academic medicine, conducted extensive scientific research and held leadership roles at companies focusing in the field of oncology. The Board benefits from his technical expertise in oncology research and development, clinical development and business development and his insights from years as an academic and practicing physician.

Brian P. McKeon

Age: 59

Director since: December 2020

Current Public Company Boards: None

Experience: Since 2014, Mr. McKeon has served as the Executive Vice President, Chief Financial Officer, and Treasurer of IDEXX Laboratories, Inc. (“IDEXX”), a public multinational corporation providing products and services in the veterinary, livestock and poultry, dairy and water testing markets. He leads IDEXX’s finance, corporate development and strategy, and investor relations functions and, since June 2019, has overseen IDEXX’s livestock, water and human diagnostics businesses. Mr. McKeon served on the board of directors of IDEXX from 2003 to 2013, including serving as Chair of its Audit Committee and as a member of its Compensation Committee. Prior to joining IDEXX, Mr. McKeon served as Executive Vice President and Chief Financial Officer of Iron Mountain Incorporated from 2007 to 2013 and as Executive Vice President and Chief Financial Officer of Timberland Company from 2000 to 2007. Prior to these roles, he held several finance and strategic planning roles at PepsiCo Inc., serving most recently as Vice President, Finance, at Pepsi-Cola, North America. Mr. McKeon previously served as a director of athenahealth, Inc. from September 2017 to February 2019. Mr. McKeon holds a bachelor’s degree in accounting from the University of Connecticut and an MBA with high distinction from Harvard University.

Qualifications and Skills: Mr. McKeon brings to our Board strong financial and management expertise as well as public company executive and director leadership experience. The Board benefits from his experience in finance, strategic planning, corporate development and investor relations, and from his prior service on public company boards of directors, including as a member of audit and compensation committees.

Paul J. Mitchell

Age: 68

Director since: September 2011*

Current Public Company Boards: None

*Mr. Mitchell has announced his retirement from the Board effective as of the close of the 2021 Annual Meeting.

Experience: Mr. Mitchell served as the Chief Financial Officer and Treasurer of Kenet, Inc. from April 2002 until January 2009. Prior to joining Kenet, Mr. Mitchell was the Chief Financial Officer and Treasurer of Kopin Corporation from April 1985 through September 1998 and served in a consulting role as Kopin’s Director of Strategic Planning from September 1998 through June 2001. Prior to joining Kopin, Mr. Mitchell worked for the international accounting firm of Touche Ross & Co. from 1975 to 1984. Mr. Mitchell is President of Mitchell Financial Group and a member of the boards of directors of several private companies, including Informatics in Context, Inc., as well as several nonprofit organizations. Mr. Mitchell was previously a certified public accountant.

Qualifications and Skills: Mr. Mitchell’s background as the chief financial officer of several companies, including a publicly-traded company, and as a former certified public accountant, provides expertise to our Board in the areas of financial reporting, treasury, financing, executive compensation and compliance with securities obligations. His business judgment is relied upon by our Board when contemplating a variety of organizational and strategic issues.

Richard F. Pops

Age: 59

Director since: September 2011

Current Public Company Boards: Neurocrine Biosciences, Inc. (since 1998)

Experience: Prior to assuming his current positions, Mr. Pops served as Chief Executive Officer of Alkermes, Inc. from February 1991 to April 2007 and as Chief Executive Officer and President from September 2009 to September 2011. Mr. Pops serves on the board of directors of BIO and the Pharmaceutical Research and Manufacturers of America (“PhRMA”). He previously served on the boards of directors of Acceleron Pharma, Inc., a publicly-traded biopharmaceutical company, from 2004 to December 2019, Epizyme, Inc., a publicly-traded biopharmaceutical company, from 2008 to October 2020, and the National Health Council, a nonprofit organization, from 2016 to December 2019. Mr. Pops also previously served on the advisory board of Polaris Venture Partners and as a member of the Harvard Medical School Board of Fellows through June 2012.

Qualifications and Skills: Mr. Pops’ qualifications for our Board include his leadership experience, business judgment and deep industry knowledge. As a senior executive of Alkermes for over 25 years, he provides in-depth knowledge of the Company derived from leading our day-to-day operations. His ongoing involvement as a board member of BIO and PhRMA, brings to the organization extensive knowledge of the current state of the pharmaceutical industry and the policy issues impacting healthcare today. As a Co-Chair of BIO’s Regulatory Environment Committee, and a member of its Health Section Governing Board, and as a member of PhRMA’s FDA and Biomedical Research Committee, Mr. Pops is an influential industry leader on U.S. Food and Drug Administration (“FDA”) regulatory policy issues, including recent Prescription Drug User Fee Act reauthorizations. Mr. Pops has also played a leadership role in the industry in identifying pathways to allow patient voices to be incorporated into the drug development and approval process, which is a fundamental principle on which we operate our business.

Nancy L. Snyderman, M.D.

Age: 69

Director since: May 2016

Current Public Company Boards: Axonics Modulation Technologies, Inc. (since April 2019); Lyra Therapeutics, Inc. (since October 2020)

Experience: Dr. Snyderman is a board-certified otolaryngologist and is currently a consulting professor at Stanford University Center for Innovation in Global Health. She served as Chief Medical Editor at NBC News from 2006 until 2015 and was a clinical professor of otolaryngology at the University of Pennsylvania from August 2003 to December 2015. Dr. Snyderman was Senior Vice President Corporate Communications at Johnson & Johnson, a publicly-traded pharmaceutical company, from January 2003 to September 2006. She practiced as an otolaryngologist at California Pacific Medical Center from July 1994 to June 2003, and acted as Medical Editor for ABC News from 1987 until May 2003. Dr. Snyderman is a fellow in the American College of Surgeons. She previously served on the board of directors of the Fair Food Network, a nonprofit organization dedicated to the growth of community health and wealth through food. During Dr. Snyderman’s tenure as a medical journalist at NBC News and ABC News, she received Emmy Awards, Edward R. Murrow Awards, a Columbia University DuPont Award, and a Gracie Award for her reporting. Dr. Snyderman attended medical school at the University of Nebraska and completed residencies in pediatrics and otolaryngology at the University of Pittsburgh.

Qualifications and Skills: Dr. Snyderman’s experiences as a veteran healthcare journalist, a practicing physician, and an executive at a pharmaceutical company, as well as her roles in academia and as advisor to policy organizations, make her uniquely qualified for our Board. The Board benefits from her expert insight into the intersection of healthcare policy, public relations, and journalism from the perspective of both a practitioner and an academic.

Frank Anders “Andy” Wilson

Age: 62

Director since: September 2019

Current Public Company Boards: Cabot Corporation (since September 2018)*

*Mr. Wilson is nominated for election to the board of directors of Novanta Inc., subject to shareholder approval at its annual and special shareholder meeting to be held in May 2021.

Experience: Mr. Wilson most recently served as Chief Financial Officer and Senior Vice President of PerkinElmer, Inc., a life sciences diagnostics, discovery and analytical solutions company, from 2009 to 2018, with responsibility for oversight of the organization’s growth strategy. Prior to PerkinElmer, Mr. Wilson held key business development and finance roles at Danaher Corporation, a global science and technology conglomerate, from 1997 to 2009, including the position of Corporate Vice President of Investor Relations. Earlier in his career, Mr. Wilson worked at AlliedSignal, Inc., now Honeywell International Inc., where he served as Vice President of Finance and Chief Financial Officer for the Commercial Avionics Systems division. Prior to that, Mr. Wilson’s work included financial and controllership positions of increasing responsibility at PepsiCo, Inc., as well as roles at E.F. Hutton and Company and KPMG Peat Marwick. He was previously a member of the board of directors of Sparton Corporation, a provider of complex and sophisticated electromechanical devices, from 2015 to early 2019, where he last served as chairman of the board. Mr. Wilson is a certified public accountant.

Qualifications and Skills: Mr. Wilson’s financial expertise and decades of experience in strategic planning, investor relations and business development for global public companies provide valuable insight for our Board as the Company’s strategic priorities expand and evolve. His background as a chief financial officer and certified public accountant provide significant expertise to our Board in matters relating to finance, value creation and commercial growth.

Nancy J. Wysenski

Age: 63

Director since: May 2013

Current Public Company Boards: Provention Bio, Inc. (since May 2020); Cytokinetics, Inc. (since November 2020)

Experience: Ms. Wysenski served as the Executive Vice President and Chief Commercial Officer of Vertex Pharmaceuticals Incorporated (“Vertex”) from December 2009 through June 2012. Prior to joining Vertex, Ms. Wysenski held the position of Chief Operating Officer of Endo Pharmaceuticals plc (“Endo”), a specialty pharmaceutical company, where she led sales, marketing, commercial operations, supply chain management, human resources and various business development initiatives. Prior to her role at Endo, Ms. Wysenski participated in the establishment of EMD Pharmaceuticals, Inc., where she held various leadership positions, including the role of President and Chief Executive Officer from 2001 to 2006 and Vice President of Commercial from 1999 to 2001. From 1984 to 1998, Ms. Wysenski held several sales-focused roles at major pharmaceutical companies, including Vice President of Field Sales for Astra Merck, Inc. Ms. Wysenski formerly served as a director for Reata Pharmaceuticals, Inc., now a publicly-traded biopharmaceutical company, and more recently served as a director for Inovio Pharmaceuticals, Inc., a publicly-traded biopharmaceutical company, from March 2015 to May 2017, Tetraphase Pharmaceuticals, Inc., formerly a publicly-traded biopharmaceutical company, from March 2014 to July 2020, and Dova Pharmaceuticals Inc., formerly a publicly-traded biopharmaceutical company, from June 2018 to November 2019. She is a founder of the Research Triangle Park chapter of the Healthcare Business Women’s Association and served on the Nominating Committee and National Advisory Board of the Healthcare Businesswomen’s Association.

Qualifications and Skills: Ms. Wysenski is a proven leader who brings to our Board extensive experience building and leading life sciences companies. Ms. Wysenski’s background includes executive management roles with responsibility over key operational and product commercialization functions, including substantial direct experience in sales, marketing, commercial operations, supply chain management, human resources and various business development initiatives. Her experience, leadership skills and knowledge of the life sciences industry provide valuable insight to our Board with respect to the launch and commercialization of pharmaceutical products.

Name

Age

Position

Iain M. Brown

52

Senior Vice President, Chief Financial Officer

David J. Gaffin

49

Senior Vice President, Chief Legal Officer and Chief Compliance Officer*

Craig C. Hopkinson, M.D.

53

Executive Vice President, Research and Development and Chief Medical Officer

Blair C. Jackson

48

Executive Vice President, Chief Operating Officer

Michael J. Landine

67

Senior Vice President, Corporate Development and Chief Risk Officer

C. Todd Nichols

52

Senior Vice President, Chief Commercial Officer

Richard F. Pops

59

Chief Executive Officer and Chairman of the Board

Richard F. Pops

Chief Executive Officer and Chairman of the Board

Appointment to Current Position(s): September 2011

Experience: Prior to assuming his current positions, Mr. Pops served as Chief Executive Officer of Alkermes, Inc. from February 1991 to April 2007 and as Chief Executive Officer and President from September 2009 to September 2011. Mr. Pops currently serves on the boards of directors of Neurocrine Biosciences, Inc., a publicly-traded biotechnology company, BIO and PhRMA. He previously served on the boards of directors of Acceleron Pharma, Inc., a publicly-traded biotechnology company, from 2004 to December 2019, Epizyme, Inc., a publicly-traded biotechnology company, from 2008 to October 2020, and the National Health Council, a nonprofit organization, from 2016 to December 2019. Mr. Pops also previously served on the advisory board of Polaris Venture Partners and as a member of the Harvard Medical School Board of Fellows through June 2012.

Iain M. Brown

Senior Vice President, Chief Financial Officer

Appointment to Current Position(s): January 2021

Experience: Prior to assuming his current position, Mr. Brown served as our Senior Vice President, Finance and Chief Accounting Officer from May 2016 to January 2021 and as Vice President, Finance and Chief Accounting Officer from May 2015 to May 2016. From September 16, 2011 to May 2015, Mr. Brown was our Vice President, Finance. From June 2006 to September 16, 2011, Mr. Brown served as Vice President, Finance of Alkermes, Inc. From March 2005 to June 2006, Mr. Brown served as Director of Finance of Alkermes, Inc. From July 2004 to March 2005, Mr. Brown served as Director of Financial Planning and Analysis of Alkermes, Inc. Mr. Brown joined Alkermes, Inc. in June 2003 as Associate Director of Financial Planning and Analysis. Prior to joining Alkermes, Inc., Mr. Brown was Vice President of Finance, North America at Serono, Inc.

David J. Gaffin

Senior Vice President, Chief Legal Officer and Chief Compliance Officer; Secretary of Alkermes plc

Appointment to Current Position(s): March 2018

Experience: Prior to assuming his current positions, Mr. Gaffin served as Senior Vice President and Chief Legal Officer of Alkermes, Inc. and Secretary of the Company from December 2017 to March 2018. Mr. Gaffin served as Senior Vice President and Chief Legal Officer of Alkermes, Inc. from May 2016 to December 2017. Mr. Gaffin served as Vice President, U.S. General Counsel of Alkermes, Inc., from January 2014 to May 2016. Mr. Gaffin served as Vice President, Deputy General Counsel of Alkermes, Inc. from October 2011 to January 2014, and prior to that in roles of increasing responsibility since joining Alkermes, Inc. in 2005. Prior to joining the company, Mr. Gaffin held the role of Assistant General Counsel at Biogen Inc., where he provided legal counsel on product-related matters and collaboration and licensing transactions.

Craig C. Hopkinson, M.D.

Executive Vice President, Research and Development and Chief Medical Officer

Appointment to Current Position(s): January 2020

Experience: Prior to assuming his current positions, Dr. Hopkinson was our Chief Medical Officer, and Senior Vice President of Medicines Development and Medical Affairs of Alkermes, Inc. from February 2018 to January 2020, and Chief Medical Officer and Senior Vice President of Clinical Development and Medical Affairs of Alkermes, Inc. from May 2017 to February 2018. Prior to joining the Company, Dr. Hopkinson served as Senior Vice President of Clinical Development and Head of Global Medical Affairs at Vertex Pharmaceuticals Incorporated, a global biopharmaceutical company, from July 2014 until May 2017. Prior to that, Dr. Hopkinson held various executive management positions at Eisai Pharmaceuticals, including President Eisai Value Maximization Systems from January 2013 to July 2014 and President and Chief Medical Officer of the Frontier Product Creation Unit from October 2011 to December 2012. Dr. Hopkinson has extensive experience in research and development, medical affairs, and interactions with the FDA.

Blair C. Jackson

Executive Vice President, Chief Operating Officer

Appointment to Current Position(s): January 2021

Experience: Prior to assuming his current position, Mr. Jackson served as Senior Vice President, Corporate Planning of Alkermes, Inc. from July 2018 to January 2021, responsible for our business development and alliance management, business planning, new product planning, data analytics and market research and corporate operations functions. From May 2016 to July 2018, Mr. Jackson served as Senior Vice President, Business Development of Alkermes, Inc. From 2006 to May 2016, Mr. Jackson served as Vice President, Business Development of Alkermes, Inc. Prior to that, Mr. Jackson held various scientific and corporate roles within Alkermes, Inc. since joining the company in 1999. Mr. Jackson is a member of the board of directors of Synchronicity Pharma, Inc., a private clinical-stage biopharmaceutical company.

Michael J. Landine

Senior Vice President, Corporate Development and Chief Risk Officer

Appointment to Current Position(s): March 2018

Experience: Prior to assuming his current positions, from September 2011 to March 2018, Mr. Landine served as Senior Vice President, Corporate Development of Alkermes, Inc. From May 2007 to September 16, 2011, Mr. Landine served as Senior Vice President, Corporate Development of Alkermes, Inc. From March 1999 until May 2007, Mr. Landine served as Vice President, Corporate Development of Alkermes, Inc. From March 1988 until June 1998, he was Chief Financial Officer and Treasurer of Alkermes, Inc. Mr. Landine was formerly a member of the board of directors of Kopin Corporation, a publicly traded manufacturer of components for electronic products, ECI Biotech, a privately held protein sensor company, and GTC Biotherapeutics, Inc., a publicly traded biotechnology company. Mr. Landine was previously a Certified Public Accountant.

C. Todd Nichols

Senior Vice President, Chief Commercial Officer

Appointment to Current Position(s): May 2020

Experience: Prior to assuming his current position, Mr. Nichols served as Senior Vice President, Sales and Marketing of Alkermes, Inc. from May 2019 to May 2020. Prior to joining Alkermes, Inc., Mr. Nichols served as Vice President of Sales and Marketing, Inflammation and Immunology at Celgene Corporation, a global biopharmaceutical company, from 2018 to 2019 and as Vice President of Sales and Field Operations, Neurology and Hemophilia at Biogen, Inc., a global biopharmaceutical company, from 2014 to 2017. Prior to that, Mr. Nichols worked for Merck & Co., Inc. (“Merck”), serving as Vice President and Head of the US Vaccines Business Unit from 2011 to 2014 and as National Sales Leader, Specialty Commercial Operations-Women’s Health Care from 2009 to 2011. Prior to that, Mr. Nichols held a variety of positions at Schering-Plough Corporation (acquired by Merck in 2009), including Area Vice President, Sales and Regional Sales Director.

Named Executive Officer

Position

Richard F. Pops

Chief Executive Officer and Chairman of the Board

James M. Frates⁽¹⁾

Former Senior Vice President, Chief Financial Officer

Craig C. Hopkinson, M.D.

Executive Vice President, Research and Development and Chief Medical Officer

David J. Gaffin

Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary

Michael J. Landine

Senior Vice President, Corporate Development and Chief Risk Officer

⁽¹⁾

Mr. Frates terminated his employment with the Company in January 2021.

COVID-19 Impact and Response

The COVID-19 pandemic has profoundly impacted our employees, their families, the economies and communities in which we live and work, and the patients that our medicines are designed to serve. Following the emergence of the pandemic in early 2020, we quickly adapted our business practices to support employee health, safety and wellness, and to support uninterrupted supply of, and patient and provider access to, our development products for people enrolled in our clinical studies and our marketed products for people living with opioid dependence, alcohol dependence and schizophrenia. We adopted work from home and virtual engagement policies for employees who could do their jobs remotely, instituted new health and safety protocols for employees performing essential tasks in our manufacturing facilities, and expanded our injection site network to facilitate patient access to our marketed products. We also expanded our corporate giving programs to support nonprofit organizations focused on pandemic-related needs.

The COVID-19 pandemic significantly and negatively impacted healthcare providers, patients and caregivers involved in the treatment of opioid and alcohol dependence in the U.S. Many addiction treatment provider healthcare practices closed, access to detoxification services decreased, and social distancing and other restrictions decreased patients’ desire to seek care and ability to engage with healthcare providers. Initiation and continuation of treatment with VIVITROL (naltrexone for extended-release injectable suspension), our intramuscular injectable product for the treatment of opioid and alcohol dependence, require in-person interactions with healthcare providers. As a result, the severe disruptions caused by the pandemic significantly and negatively impacted VIVITROL sales in 2020.

•

We achieved net loss according to generally accepted accounting principles in the U.S. (“GAAP”) of approximately $111 million and non-GAAP net income of approximately $69 million, reaching the high end of our non-GAAP net income guidance issued in February 2020, prior to the widespread implementation of restrictions related to COVID-19. See the section entitled “GAAP to Non-GAAP Reconciliation” on page 34 of this Amendment for a reconciliation of this GAAP to non-GAAP financial measure.

•

We increased ARISTADA unit sales by approximately 27% year-over-year, and exceeded the high end of ARISTADA annual net sales guidance issued in February 2020 by approximately $6 million.

•

We announced a Value Enhancement Plan and long-term profitability targets that reflect our commitment to creating long-term value for our stakeholders.

•

We rapidly adapted our commercial model in response to the COVID-19 pandemic, expanding our network of injection site locations for patients using our products and implementing new digital technologies and ways of engaging with healthcare providers, both remotely and in-person, to support uninterrupted access to VIVITROL and ARISTADA for people living with addiction and schizophrenia.

•

We had a successful Advisory Committee meeting for LYBALVI (olanzapine/samidorphan), our oral antipsychotic product candidate for schizophrenia and bipolar I disorder, with the FDA’s joint advisory committee voting that samidorphan meaningfully mitigated olanzapine-associated weight gain (16 yes, 1 no) and that the safety profile of LYBALVI had been adequately characterized (13 yes, 3 no, 1 abstention).

•

We significantly expanded our oncology clinical trial site network, activating more than 50 new sites in the ARTISTRY development program for nemvaleukin alfa, our product candidate in immuno-oncology, and advanced into phase 2 in our ARTISTRY-1 and ARTISTRY-2 studies.

•

We nominated a new candidate for development, ALKS 1140, a novel selective histone deacetylase (“HDAC”) inhibitor candidate, with potential application in a number of neuropsychiatric indications.

•

We further strengthened our Board by appointing two new independent directors who bring investment management perspective and strong financial and operational expertise to the Board.

•

We expanded our diversity, inclusion and belonging efforts and launched three employee resource groups – Pride@Work, an LGBTQ+ and ally network; Mosaic, a multicultural network; and Women Inspired Network (WIN), a women’s network.

•

We published our 3rd Corporate Responsibility Report, in which we demonstrated significant waste, energy, carbon and water performance improvements.

•

We advanced our advocacy efforts on behalf of patients and secured new federal and state funding for use with medications for the treatment of alcohol dependence, opioid dependence and serious mental illness.

•

Through our COVID-19 Relief Fund, we awarded grants to 10 nonprofit organizations to assist in their work to address COVID-19-related needs for people living with addiction, serious mental illness or cancer.

Shareholder Feedback

Actions We Took in Response

Incorporate multiple objective, performance-based elements, including relative total shareholder return (“TSR”), into the long-term incentive plan (“LTIP”) on a consistent basis

CEO’s 2019 performance-based award tied to single condition (increase in the Company’s share price) and lacks relative comparator against which to assess performance

Incorporate the Value Enhancement Plan into the 2021 LTIP

2020 LTIP. In February 2020, the Compensation Committee redesigned our LTIP and conditioned vesting of greater than 50% of the total target value of our CEO’s annual equity grant and, for the first time, 25% of the total target value of the annual equity grants to our other named executive officers, on the achievement of multiple measurable commercial and pipeline performance objectives over a three-year performance period, and added a relative TSR modifier over the three-year period which may increase or decrease the total number of vested shares underlying the awards by up to 25%. For additional detail, see the discussion in the section entitled “Responsiveness to Shareholder Feedback—2020 Long-Term Incentive Plan (LTIP)” on page 29 of this Amendment.

2021 LTIP. In February 2021, the Compensation Committee continued to condition vesting of greater than 50% of the total target value of our CEO’s annual equity grant and 25% of the total target value of the annual equity grants to our other named executive officers on the achievement of multiple measurable financial, commercial and pipeline performance-based conditions over a three-year performance period and subject to a relative TSR modifier. Included as part of these performance conditions are the 2023 profitability targets (non-GAAP net income margin equal to 25% of the Company’s total revenues; EBITDA margin of 20% of the Company’s total revenues) that form part of the Company’s Value Enhancement Plan announced in December 2020. See the section entitled “Non-GAAP Financial Targets” on page 34 of this Amendment for information regarding these non-GAAP financial targets.

Continue to revisit your peer group to ensure it reflects your company profile

Each year, the Compensation Committee reviews and revises our peer group, as needed, to reflect our then-current company profile. In September 2020, the Compensation Committee revised our peer group as a result of such review. In doing so, the Compensation Committee worked closely with our independent compensation consultant to identify additional companies that met one or more objective criteria relevant to our current profile. As part of this process, the Compensation Committee eliminated certain companies whose market capitalization was significantly higher than ours and added certain companies whose market capitalization was lower than ours. For additional detail on the changes made to our peer group, see the discussion in the section entitled “Peer Group Selection and Review Process” on page 18 of this Amendment.  

Develop an objective and measurable approach to the determination of short-term incentive plan (“STIP”) payouts

2020 STIP. In February 2020, the Compensation Committee incorporated into the Company’s 2020 STIP pre-defined objective metrics to assess the Company’s performance against its 2020 objectives, categorized the objectives by type (commercial, pipeline, and corporate social responsibility) and added percentage weightings to the corporate objectives by type to reflect their relative importance in contributing to the Company’s overall business strategy and shareholder value creation. For additional detail, see the discussion in the section entitled “Responsiveness to Shareholder Feedback—New STIP Design in 2020” on page 22 of this Amendment.

2021 STIP. In February 2021, the Compensation Committee retained the same enhanced objectivity and weighting in its design of the Company’s 2021 STIP and added a specific corporate objective and related metrics to incentivize progress toward the achievement of the 2023 and 2024 profitability targets set forth in the Company’s Value Enhancement Plan.

Shareholder Feedback

Actions We Took in Response

Incorporate additional Environmental, Social and Governance (“ESG”) goals into the STIP

2020 STIP. The Company’s 2020 STIP included corporate objectives related to ESG matters, with performance metrics related to human capital development, employee engagement and incorporation of ESG considerations into the operation of our business. For additional detail, see the discussion in the section entitled “Responsiveness to Shareholder Feedback— New STIP Design in 2020” on page 22 of this Amendment.

2021 STIP. The Company’s 2021 STIP also includes corporate objectives related to ESG matters, with performance metrics related to human capital development, diversity and inclusion and our corporate responsibility and sustainability strategy.

Enhance disclosure around the Compensation Committee’s determination of STIP payouts

As reflected in this Compensation Discussion & Analysis, we enhanced our disclosure to more clearly indicate the manner in which our, and our named executive officers’, performance against our 2020 corporate objectives translated into STIP payouts for our named executive officers, including disclosure of the percentage weighting applied to each objective type (commercial, pipeline, and corporate social responsibility) of our STIP, and continued disclosure of individual performance considerations.

Key Features of Our Executive Compensation Program

☑

Alignment of pay with performance

☑

No guaranteed bonuses or base salary increases

☑

Majority of executive compensation is “at-risk”

☑

No tax gross-ups on severance or change in control benefits for individuals hired after 2009

☑

Share ownership and holding guidelines

☑

No repricing of underwater stock options without prior shareholder approval

☑

Use of equity awards with performance-based vesting

☑

No excessive perquisites

☑

Minimum vesting requirements for equity awards

☑

Prohibition of hedging and pledging by executive officers and directors

☑

Clawback policy

☑

Annual advisory vote on executive compensation

STIP Features

2018

2019

2020

2021

Pre-defined annual corporate objectives

✓

✓

✓

✓

Post-hoc application of objective metrics for assessment of corporate objectives

✓

✓

✓

Pre-defined objective metrics for assessment of corporate objectives

✓

✓

Pre-defined numerical weighting assigned to corporate objectives by type

✓

✓

Pre-defined numerical weighting assigned to Company vs. individual performance

✓

✓

Enhanced disclosure of individual performance assessments

✓

✓

LTIP Features

2018

2019

2020

2021

Performance-vesting equity awards for CEO

✓

✓

✓

Absolute share price-based performance condition

✓

Relative total shareholder return-based performance condition

✓

✓

Performance-vesting equity awards for named executive officers other than CEO

✓

✓

MARKET COMPETITIVENESS AND RETENTION

Attract and retain a highly skilled work force by providing a compensation package that is competitive with other employers who compete with us for talent

BALANCE OF SHORT- AND LONG-TERM INCENTIVES

Balance the short-term and long-term focus required for success in the biopharmaceutical industry

ALIGNMENT OF PAY AND PERFORMANCE

Structure an increasing proportion of an individual’s compensation as performance-based

ALIGNMENT WITH SHAREHOLDER INTERESTS

Provide an overall compensation package that rewards individual and Company performance against our corporate objectives as a means to promote the creation and retention of value for us and our shareholders

Factor Considered

What We Look For

Similar industry

Biotechnology or pharmaceutical industry (GICS codes 352010 or 352020)

Commercial operations

Companies who market and sell commercial biopharmaceutical medicines

R&D expenditure as percentage of revenue

Significant investment in R&D to develop and advance products from discovery through to regulatory approval and commercialization

Revenue

Revenue of approximately 0.3 times to 3 times our then-projected revenue, resulting in a range of $350 million to $3 billion as of September 2019 and September 2020

Market capitalization

Market capitalization of approximately 0.3 times to 3 times our market value at the time; or, in times of particular share price volatility, companies with thirty (30)-day average market value between 0.3 and 3 times our average value for the same period, resulting in a lower market capitalization range of $1 billion to $9 billion as of September 2020 (as compared to a range of $1.2 billion to $11 billion as of September 2019)

Number of employees

Employee headcount of approximately 0.3 times to 3 times our then- current headcount, resulting in a range of 850 to 7,500 employees as of September 2019 and 2020

Geography / market competition

Companies with whom we compete directly for executive talent, including those in geographic proximity to our sites of operation

Companies that use Alkermes as a peer

Inclusion of Alkermes in a company’s peer group, as reported in its proxy statement from the prior year

Acadia Pharmaceuticals Inc.

Alexion Pharmaceuticals, Inc.

Alnylam Pharmaceuticals, Inc.

Biogen Inc.

BioMarin Pharmaceutical Inc.

Endo International plc

Incyte Corporation

Ionis Pharmaceuticals, Inc.

Jazz Pharmaceuticals plc

Nektar Therapeutics

Neurocrine Biosciences, Inc.

Regeneron Pharmaceuticals

Seagen Inc.**

United Therapeutics Corporation

Vertex Pharmaceuticals Incorporated

Removed:

-Alnylam Pharmaceuticals, Inc.  

-Biogen Inc.

-Regeneron Pharmaceuticals

-Vertex Pharmaceuticals Incorporated

Added:

+Emergent BioSolutions Inc.

+Exelixis, Inc.

+Horizon Therapeutics plc

Acadia Pharmaceuticals Inc.

Alexion Pharmaceuticals, Inc.

BioMarin Pharmaceutical Inc.

Emergent BioSolutions Inc.

Endo International plc

Exelixis, Inc.

Horizon Therapeutics plc

Incyte Corporation

Ionis Pharmaceuticals, Inc.

Jazz Pharmaceuticals plc

Nektar Therapeutics

Neurocrine Biosciences, Inc.

Seagen Inc.

United Therapeutics Corporation

Removed:

-Alexion Pharmaceuticals, Inc.  

-BioMarin Pharmaceutical Inc.

Added:

+bluebird bio, Inc.

+Ironwood Pharmaceuticals, Inc.

+Sage Therapeutics, Inc.

+Sarepta Therapeutics, Inc.

Acadia Pharmaceuticals Inc.

bluebird bio, Inc.

Emergent BioSolutions Inc.

Endo International plc

Exelixis, Inc.

Horizon Therapeutics plc

Incyte Corporation

Ionis Pharmaceuticals, Inc.

Ironwood Pharmaceuticals, Inc.

Jazz Pharmaceuticals plc

Nektar Therapeutics

Neurocrine Biosciences, Inc.

Sage Therapeutics, Inc.

Sarepta Therapeutics, Inc.

Seagen Inc.

United Therapeutics Corporation

*All companies in our 2020 peer group included us in their self-selected peer groups, as disclosed in their respective 2020 proxy statements.

** Seagen Inc. was formerly known as Seattle Genetics, Inc.

December

Set performance pay targets and performance pay ranges for the upcoming year

January

Review and adjust salaries for the current year

Determine performance pay cash awards for the prior year

February

Determine target equity award values

Element

Key Features

Purpose

Base Salary

■

Fixed cash compensation to recognize the executive’s day-to-day responsibilities

■

Provides a fixed level of compensation that is competitive within our industry and geographic area of our site locations

■

No amount is guaranteed

■

Reviewed and adjusted annually after the conclusion of the previous year

Annual Cash Performance Pay (STIP)

■

Variable cash compensation awarded after the conclusion of the previous year based on Company performance against pre-determined corporate objectives and individual contributions to such performance during the prior year

■

■

Aligns executive officers with business strategy and motivates them to achieve short-term corporate objectives

Enables us to reward executive officers who contribute to achievement of performance targets

■

No guaranteed amount

■

Determined annually

Restricted stock unit awards (or performance-vesting restricted stock unit awards)

■

Value and mix determined annually

■

Appropriately reward and retain key employees

■

The number of shares underlying stock options is determined using an approved value and the Black-Scholes stock option pricing model

■

The number of shares underlying stock awards is determined using an approved value and the then-current price of the Company’s ordinary shares

■

Align interests of executives with the Company’s long-term business strategy and creation of shareholder value

■

Restricted stock unit awards, including performance-based awards, do not vest, and stock options do not become exercisable, until one year from the date of grant at the earliest

■

No guaranteed amount

■

Provide executives with the opportunity to share in the future value they are responsible for creating

Time-Vesting

Stock Options

■

Time-vesting equity awards typically vest in equal annual installments over a four-year period

■

Restricted stock awards and restricted stock unit awards with a time-based restriction are required to have at least a three-year restriction period, although after twelve months, vesting can occur incrementally over such three-year period

■

Performance-vesting equity awards align executive compensation with specific milestones expected to drive value for our shareholders

Performance-Vesting

■

Performance-vesting equity awards that vest upon the achievement of key performance milestones

Named Executive Officer

2019 Base Salary

2020 Base Salary

Approximate Percentage Increase

Richard F. Pops

$1,037,400

$1,073,712

3.5%

James M. Frates

$556,000

$575,460

3.5%

Craig C. Hopkinson, M.D.

$621,000

$650,000

4.7%

David J. Gaffin

$550,000

$569,250

3.5%

Michael J. Landine

$499,000

$516,465

3.5%

•

pre-defined and approved objective quantitative and qualitative metrics to assess the Company’s performance in 2020 against each of the 2020 corporate objectives (see the table entitled “2020 Corporate Objectives: Performance Assessment” beginning on page 23 of this Amendment);

•

•

categorized the 2020 corporate objectives into three “Goal Types” and assigned percentage weightings for each of the three Goal Types (Financial and Commercial; Pipeline; and Corporate Social Responsibility), reflecting the Compensation Committee’s assessment of each Goal Type’s relative importance in contributing to the Company’s overall business strategy and to shareholder value creation; and

approved relative percentage weightings of corporate and individual performance for the CEO and for other executive officers, including our named executive officers, for use in the determination of their annual cash performance pay, as follows:

CEO

100% Company Performance

Other NEOs

75% Company Performance; 25% Individual Performance

Named Executive Officer

2020 Target Performance Pay Range as % of Base Salary

2020 Target Performance Pay as % of Base Salary

Richard F. Pops

0% to 200%

100%

James M. Frates

0% to 100%

50%

Craig C. Hopkinson, M.D.

0% to 120%

60%

David J. Gaffin

0% to 100%

50%

Michael J. Landine

0% to 100%

50%

Corporate

Objective

Metrics Used to Assess Performance

Accomplishments

Assessment

Financial and Commercial Goals: 45% weighting

Achieve financial guidance for non-GAAP net income

Achievement of non-GAAP net income (NGNI)* of between $40-$70 million, as was set forth in the first issuance of financial guidance in February 2020 (which was established prior to the proliferation of COVID-19 and related restrictions)

✓+  Achieved this objective by achieving NGNI* of approximately $69 million, toward the high end of the NGNI range set forth in our first issuance of financial guidance in February 2020, despite the impact of COVID-19 on the business.

✓    This was achieved through responsive, dynamic and thoughtful management of the business and expenses in response to evolving COVID-19 challenges and impacts on our product revenues.

* See the section entitled “GAAP to Non-GAAP Reconciliation” on page 34 of this Amendment for reconciliation of this GAAP to non-GAAP financial measure.

Achieved

Corporate

Objective

Metrics Used to Assess Performance

Accomplishments

Assessment

Grow use of VIVITROL and ARISTADA among appropriate patients

▪     Achieve VIVITROL and ARISTADA annual net sales of $347 million and $227 million, respectively.

▪     Increase in:

(a) the number of prescribers writing prescriptions for VIVITROL and ARISTADA, as compared to 2019; and

(b) the number of prescriptions of VIVITROL and ARISTADA written by prescribers, as compared to 2019, in each case for clinically appropriate patients

✓   Achieved ARISTADA annual net sales of ~$241 million, exceeding the annual net sales goal by ~$14 million.

✓   Achieved units sold, patient-, and prescriber-based metrics for ARISTADA, each as compared to 2019:  

✓   Increased unit sales of ARISTADA by ~27%.

✓   Increased the number of patients on ARISTADA by ~31%, as measured by months of therapy (MOT).

✓   Increased the number of prescribers writing ARISTADA prescriptions by ~14%.

✘   Did not achieve VIVITROL annual net sales goal.

✘   Overall, did not achieve units sold, patient- and prescriber-based metrics for VIVITROL, likely due to the impacts of COVID-19 on healthcare provider practices and patient access to addiction treatment services, each as compared to 2019:  

✘    Units sales of VIVITROL decreased by ~9%.

✘    Number of patients on VIVITROL decreased by ~7%, as measured by MOT.

✓   Slight increase of ~3% in the number of accounts writing VIVITROL prescriptions.

Mitigating Factors

▪    The COVID-19 pandemic significantly impacted the addiction treatment infrastructure (including healthcare providers, patients and healthcare facilities), including large-scale disruption in the healthcare system for opioid and alcohol dependence treatment with VIVITROL, and net sales of VIVITROL were severely curtailed beginning in April 2020.

▪     Prior to the onset of the pandemic, VIVITROL was on track to meet its annual net sales goal, with net sales of ~$79 million in Q1 of 2020, exceeding the estimate of ~$77 million for the quarter.

▪    Our commercial team quickly shifted from in-person to virtual interactions, expanded the provider networks and locators for administration of our injectable medicines, and developed new digital technologies for engaging with healthcare providers, thereby significantly lessening the negative impact on VIVITROL annual net sales.

Did not achieve

Execute cross-functional pre-launch plans for LYBALVI

▪  Execution of disease state education program

▪  Generation and submission of publications

▪  Completion of training material development

▪  Identification of potential 2021 hires

✓   Achieved the LYBALVI pre-launch metrics:

✓   Developed disease state educational website which had greater than 150,000 visits, and delivered more than 20 disease state symposiums, the majority of which were rapidly transitioned to be conducted virtually due to the COVID-19 pandemic.

✓   Doubled unaided product awareness.

✓   Created launch capabilities and training materials with flexibility to be used virtually and incorporated optionality into launch plan based on the FDA’s final approved labeling.

✓   Strong execution across scientific communications plan, medical field team readiness and health economics and outcomes research (“HEOR”) strategy, including HEOR and pivotal data manuscript publications, presentations to payers and presentations at scientific congresses.

✓   Developed 2021 hiring strategy, including diversity recruiting strategy, for launch expansion hires.

Achieved

Corporate

Objective

Metrics Used to Assess Performance

Accomplishments

Assessment

Manufacture commercial products and clinical trial material to meet the Company’s goals of quality, quantity, reliability and efficiency

▪  Ensure clinical drug product is ready for distribution to clinical study site at time of scheduled dosing

▪  Meet commercial product demand from customers

▪  Meet LYBALVI commercial product needs at the time of FDA approval and launch

▪  No critical findings from regulatory authority (FDA, U.S. Environmental Protection Agency (“EPA”), U.S. Drug Enforcement Administration (“DEA”)) inspections and audits of the Company’s manufacturing facilities

✓   Clinical drug product was in inventory ready for distribution to clinical study sites at the time of scheduled patient dosing 98.6% of the time.

✓   Met customer demand for commercial product at a fulfilment rate of 99.9%.

✘   FDA requested additional information related to the manufacture of LYBALVI as part of a complete response letter (“CRL”) issued in respect of the LYBALVI new drug application (“NDA”).

✘   FDA, HPRA, DEA, EPA regulatory inspections with no critical findings; HPRA, the Irish Health Products Regulatory Authority, conducted a virtual GMP audit of our Athlone facility in July 2020 as part of its routine inspection program and identified deficiencies, which have since been successfully addressed.

Mitigating Factors

▪    Uncertainty in the ongoing operations and continued reliability of supply chain partners, including raw material vendors and downstream supply chain partners.

▪    Implementation of COVID-19 physical distancing and other protocols throughout manufacturing facilities and clinical and commercial supply chain.

Did not achieve

Pipeline Goals: 35% weighting

Execute the nemvaleukin alfa clinical development plans, including monotherapy and combination studies

Activation of at least 45 new clinical trial sites for nemvaleukin alfa ARTISTRY-1 and ARTISTRY-2 clinical studies

✓+  Exceeded this goal by activating more than 50 new clinical trial sites for nemvaleukin alfa ARTISTRY-1 and ARTISTRY-2 clinical studies in the face of enormous global disruptions to clinical trial research caused by the COVID-19 pandemic.

Exceeded

Obtain FDA approval of the NDA for LYBALVI

Receipt of FDA approval of LYBALVI for the treatment of schizophrenia and the treatment of bipolar I disorder

✘   Did not achieve due to receipt of a CRL for LYBALVI in which FDA requested additional information related to the manufacture of LYBALVI as the basis for non-approval. The CRL did not raise any clinical or non-clinical issues.

Mitigating Factors

▪     COVID-19 negatively impacted FDA’s review of LYBALVI. FDA relied on remote records review instead of on-site Pre-Approval Inspection. We believe the remote records review hindered our ability to address FDA concerns in real-time as they arose and to understand any unresolved FDA concerns with the LYBALVI manufacturing process.  

▪     Advisory Committee meeting for LYBALVI was successful, with the FDA’s joint advisory committee voting that samidorphan meaningfully mitigated olanzapine-associated weight gain (16 yes, 1 no) and that the safety profile of LYBALVI had been adequately characterized (13 yes, 3 no, 1 abstention). 

Did not achieve

Nominate at least one new candidate for clinical development

Nomination of new candidate for clinical development pursuant to Alkermes’ nomination processes

✓   Achieved this objective by nominating ALKS 1140, the first candidate to emerge from our HDAC inhibitor platform, in December 2020.

Achieved

Corporate

Objective

Metrics Used to Assess Performance

Accomplishments

Assessment

Corporate Social Responsibility Goals: 20% weighting

Engage with patient advocacy and public policy stakeholders to improve the treatment systems for severe mental illness and addiction

▪  Appropriately engage in concerted efforts to (a) maintain federal funding available for use with VIVITROL, and (b) secure new, and maintain existing, state appropriations for VIVITROL

▪  Advance policies to increase access to (i) VIVITROL for appropriate persons with alcohol dependence or opioid dependence, and (ii) ARISTADA for appropriate patients with schizophrenia, in each case in clinically indicated settings of care

✓+  Exceeded this objective. U.S. federal and state funding available for use with long-acting injectable (“LAI”) medications for the treatment of substance use disorders (“SUD”) and serious mental illness (“SMI”) increased significantly, even in the face of severe political disruptions, caused in part by the COVID-19 pandemic, the partisan U.S. political landscape and the November 2020 elections. In addition, Alkermes worked alone and in concert with other stakeholders to advance policies that promote increased access to LAI medications for the treatment of SUD and SMI.

✓    Federal Policy Highlights in 2020 included expansion of, and/or increased funding for, SUD and SMI treatment grant programs available for use with LAIs (including Comprehensive Opioid Recovery Centers, targeted capacity expansion grants and residential substance abuse programs), expansion of Veterans Administration’s training on alcohol use disorder (“AUD”) and the advancement of legislation relating to Medicaid coverage for our products.

✓    State Policy Highlights in 2020 included the existence of over 900 initiatives with funding available for use with SUD medication assisted therapy (“MAT”), including the expansion of MAT programs in a number of states, and legislation allowing for Medicaid coverage of pharmacist administration of LAIs in multiple states.

Exceeded

Continue to adapt and strengthen the company’s organizational infrastructure and capabilities to meet the needs of the Company’s business while maintaining its corporate values

Develop strong organizational talent, based on an annual assessment of talent at the Vice President level and higher, which will also be focused on ensuring succession plans for key roles. This assessment will be reviewed annually by the Nominating and Corporate Governance Committee

▪  Maintain positive ratings in respect of company culture and values, as assessed, in part, based on the results of an employee engagement survey in comparison to benchmark data from other comparable life sciences companies

✓+  Conducted organizational talent review, including an assessment of talent in each function from a performance, leadership potential and retention perspective and detailed cross-functional discussions of organizational talent and succession planning.

✓   Discussed the organizational talent review methodology, results and next steps with the Nominating and Corporate Governance Committee.

✓   2020 company-wide employee engagement survey results demonstrated high performance in comparison to biotechnology industry benchmarks and improvement in employee engagement metrics relative to 2018 employee engagement survey, despite challenges in workplace environments due to the COVID-19 pandemic, including a significant portion of the workface working remotely.

Achieved

Corporate

Objective

Metrics Used to Assess Performance

Accomplishments

Assessment

(Cont.)

Continued integration of ESG considerations—including energy, carbon, water and waste reductions; EHSS excellence; human capital development; and community support and involvement—into the operation of the Company’s business, and publication of a 2020 Corporate Social Responsibility Report, or equivalent document, detailing such integration

✓   Published our third Corporate Responsibility Report in July 2020, highlighting our investment in, and engagement with, the communities in which we work, our health, safety and environmental accomplishments, and our employee wellness and career development activities, including actions taken in response to the COVID-19 pandemic.

✓   Expanded our diversity and inclusion efforts:

✓   Our Diversity, Inclusion & Belonging Steering Committee spearheaded company-wide diversity education and training, sponsored recognition events and developed an approach to incorporate diversity considerations when recruiting candidates for open positions. This Committee also organized opportunities for discussion and outreach in response to social justice movements, including Black Lives Matter protests in 2020.

✓  Launched our first three employee resource groups—Pride@Work, Mosaic Network and Women Inspired Network (WIN)—voluntary, employee-led groups based on shared identities and/or interests with a common purpose of supporting and enhancing the inclusiveness of our company culture, building community, providing opportunities for professional development and networking, and having a positive impact on the business.

✓   Responded rapidly to the COVID-19 pandemic to protect the health and safety of our employees and ensure healthcare providers and patients had uninterrupted access to our medicines.

✓   Implemented a comprehensive crisis response strategy, creating a Core Crisis Management Team and sub-teams comprised of persons from across the company, to address the various risks and challenges that the pandemic presented, and continues to present, to the company’s business, employees, and stakeholders.

Exceeded

NEO

Individual Performance Contributions

Craig C. Hopkinson, M.D.

✓    Strong overall leadership of our research and development, clinical development, medical affairs and regulatory organizations

✓+   Contributed significantly to the achievement of our pipeline corporate objectives in 2020, including:

–    Significant expansion and advancement of the nemvaleukin alfa development program, despite the broad impacts of the COVID-19 pandemic on global clinical research activities, including initiation of more than 50 new sites, increased patient enrollment across the ARTISTRY-1 and ARTISTRY-2 clinical trials and advancement of each of ARTISTRY-1 and ARTISTRY-2 into their phase 2 expansion stages; and

–    Nomination of ALKS 1140, a new drug candidate with potential application in neuropsychiatric disorders

✓   Supported activities related to the LYBALVI NDA, including execution of a successful FDA advisory committee meeting, acceptance for publication of pivotal data manuscripts and prompt resubmission to the FDA of the NDA and supplemental information following receipt of a CRL and subsequent records requests related to the manufacturing of LYBALVI

David J. Gaffin

✓    Strong overall leadership of our legal-IP and compliance organizations

✓+   Contributed significantly to the achievement of our financial, commercial, pipeline and corporate social responsibility corporate objectives in 2020, including:

–    Management of VIVITROL paragraph IV litigation and other legal proceedings;

–    Legal assistance to address complete response letter and supplemental records requests related to the NDA for LYBALVI;

–    Support of, and analysis relating to, our advancement of legislation relating to Medicaid coverage for our products;

–    Involvement in the development of the Company’s strategic Value Enhancement Plan and related communications; and

–    Co-executive sponsor of Mosaic, our newly formed multicultural employee resource group

✓    Led extensive shareholder engagement outreach and preparedness efforts and collaborated with the Compensation Committee and Nominating and Corporate Governance Committee to formulate and communicate substantive actions in response to shareholder feedback received, including:

–    Re-design of the Company’s short-term and long-term incentive compensation plans;

–    Updates to the Company’s corporate governance practices and policies; and

–    Board refreshment efforts and new director onboarding activities

Michael J. Landine

✓    Strong overall leadership of our corporate development, information technology and public affairs organizations

✓    Contributed to the achievement of certain of our financial objectives in 2020 despite the significant impact of the COVID-19 pandemic on our topline, including integral involvement in achieving enterprise-wide expense savings to budget, resulting in the Company’s reaching the high end of its pre-pandemic full year 2020 guidance for non-GAAP net income

✓    Involved in strategic development of the Company’s Value Enhancement Plan

Named Executive Officer

2020 Performance Payout Amount

2020 Target Performance Pay as a % of Base Salary

2020 Actual Performance Pay as a % of Base Salary

2020 Actual Performance Pay as a % of Target Performance Pay

Richard F. Pops

$

912,655

100

%

85

%

85

%

James M. Frates*

—

50

%

—

—

Craig C. Hopkinson, M.D.

$

351,000

60

%

54

%

90

%

David J. Gaffin

$

256,163

50

%

45

%

90

%

Michael J. Landine

$

219,498

50

%

43

%

85

%

•

for the first time, broadened the mix of equity in the annual grant to our named executives officers to include PRSUs that vest based on the achievement of specified commercial and development goals over a three-year performance period, and that are subject to a TSR modifier tied to relative share price performance (as compared to the Nasdaq Biotechnology Index) over the three-year performance period; this TSR modifier may increase or decrease the total number of vested shares underlying the PRSUs by up to 25%;

•

continued to apply performance conditions to greater than 50% of the total target value of our CEO’s 2020 annual equity grant (in the form of the PRSUs discussed above), with his remaining target equity award value consisting of time-vesting stock options that vest over four years in annual installments commencing on the first anniversary of the February 2020 grant date; and

•

for the first time, added performance conditions to 25% of the total target value of the 2020 annual equity grant to each of our named executive officers other than the CEO (in the form of the PRSUs discussed above), with their remaining 75% in target equity award value consisting of a mix of time-vesting stock options and time-vesting restricted stock unit awards, all of which vest over four years in annual installments commencing on the first anniversary of the February 2020 grant date.

* Percentages listed in graphic are approximate.

Named Executive Officer

Time-Vesting Stock Options

Time-Vesting Restricted Stock Unit Awards

Performance-Vesting Restricted Stock Unit Awards

Richard F. Pops

358,466

—

217,817

James M. Frates

102,337

24,474

24,474

Craig C. Hopkinson, M.D.

168,856

40,382

40,382

David J. Gaffin

117,688

28,145

28,145

Michael J. Landine

89,545

21,415

21,415

Position

Required Share Ownership Value

CEO

6.0 times base salary

Board Members^*

3.0 times annual Board member cash retainer

Other Officers^*

1.0 times base salary

✓

a balance of fixed cash compensation and variable cash and equity compensation, with variable compensation tied both to short- and long-term objectives and the long-term value of our share price;

✓

Compensation Committee discretion in determining incentive program payouts and equity awards;

✓

limits on payouts under our annual performance incentive plans;

✓

share ownership and holding guidelines applicable to our directors and executive officers;

✓

application of a clawback policy and the anti-hedging and anti-pledging provisions in our Insider Trading Policy; and

✓

mandatory training on our policies that educate our employees on appropriate behaviors and the consequences of taking inappropriate actions.

Condensed Consolidated Statements of Operations - GAAP

Year Ended

(In thousands)

December 31, 2020

Net Loss — GAAP

$

(110,861

)

Adjustments:

Share-based compensation expense

90,161

Depreciation expense

42,402

Amortization expense

39,452

Income tax effect related to reconciling items

10,092

Non-cash net interest expense

666

Change in the fair value of contingent consideration

(3,945

)

Acquisition of IPR&D

674

Non-GAAP Net Income

$

68,641

Name and Principal Position

Year

Salary ($)

Bonus ($)

Stock

Awards ($)

Option

Awards ($)

Non-Equity

Incentive Plan

Compensation

($)

Change in

Pension Value

and Nonqualified

Deferred

Compensation

Earnings ($)

All Other

Compensation

($)

Total ($)

(a)

(b)

(c)

(d)

(e)⁽²⁾

(f)⁽³⁾

(g)⁽⁴⁾

(h)

(i)⁽⁵⁾

(j)

Richard F. Pops

2020

1,073,712

—

2,551,714

3,489,121

912,655

—

14,500

8,041,702

Chairman and Chief Executive Officer

2019

1,037,400

—

4,221,072

8,384,675

980,000

—

14,000

14,637,147

2018

1,002,316

—

4,876,350

10,010,722

1,152,664

—

13,750

17,055,802

James M. Frates⁽¹⁾

2020

575,460

—

786,717

996,096

—

—

14,500

2,372,772

Former Senior Vice President, Chief Financial Officer

2019

556,000

—

758,881

1,475,360

278,000

—

14,000

3,082,241

2018

536,732

—

908,010

1,849,438

309,000

—

13,750

3,616,930

Craig C. Hopkinson, M.D.

2020

650,000

—

1,298,079

1,643,556

351,000

—

14,500

3,957,135

Executive Vice President, Research and

2019

621,000

—

895,675

1,737,537

388,125

—

14,000

3,656,337

Development and Chief Medical Officer

2018

600,000

—

908,010

1,849,438

420,000

—

13,750

3,791,198

David J. Gaffin

2020

569,250

—

904,709

1,145,513

256,163

—

14,500

2,890,136

Senior Vice President, Chief Legal Officer,

2019

550,000

—

895,675

1,737,537

343,750

—

14,000

3,540,962

Chief Compliance Officer and Secretary

2018

500,000

—

908,010

1,849,438

325,000

—

13,750

3,596,198

Michael J. Landine

2020

516,465

—

688,373

871,585

219,498

—

14,500

2,310,421

Senior Vice President, Corporate Development and Chief Risk Officer

2019

499,000

—

758,881

1,475,360

249,500

—

14,000

2,996,741

(1)

Mr. Frates terminated his employment with the Company in January 2021.

(2)

The amounts in column (e) reflect the aggregate grant date fair value of stock awards granted during 2020, 2019 and 2018, as indicated, computed in accordance with ASC 718. The weighted average grant date fair values of stock awards granted during these years are included in footnote 14 “Share-Based Compensation” to our consolidated financial statements for the year ended December 31, 2020 included in our 2020 Annual Report.

(3)

The amounts in column (f) reflect the aggregate grant date fair value of option awards granted during 2020, 2019 and 2018, as indicated, computed in accordance with ASC 718. The assumptions used in the calculation of the fair value of option awards granted by us during these periods are included in footnote 2 “Summary of Significant Accounting Policies” to our consolidated financial statements for the year ended December 31, 2020 included in our 2020 Annual Report under the heading “Share-Based Compensation”. For additional details regarding the equity granted to our named executive officers in 2020, see the discussion in the section entitled “Long-Term Equity Incentives” beginning on page 29 of this Amendment. Included in the option awards granted to Mr. Pops during 2019 are (i) 382,200 time- and performance-vesting stock options that, in order to vest, require a greater than 50% increase in the Company’s share price from their grant date value for 30 consecutive trading days and, once that performance condition is met, remain subject to time-based vesting in equal annual installments over four years commencing on the first anniversary of the grant date, which had a grant date fair value computed using a Monte Carlo simulation model in accordance with ASC 718 of $6,414,272 and (ii) 121,000 time-vesting stock options that vest in equal annual installments over four years commencing on the first anniversary of the grant date, which had a grant date fair value computed using a Black-Scholes model in accordance with ASC 718 of $1,970,403.

(4)

The amounts in column (g) reflect the cash awards paid to our named executive officers for services performed during 2020, 2019 and 2018, as indicated, pursuant to the Alkermes plc Affiliated Company 2020 Reporting Officer Performance Pay Plan (the “2020 Performance Pay Plan”), the Alkermes plc Affiliated Company Fiscal Year 2019 Reporting Officer Performance Pay Plan and the Alkermes plc Affiliated Company Fiscal Year 2018 Reporting Officer Performance Pay Plan, respectively. The cash award amounts paid to our named executive officers for services in 2020 as compared to their target cash awards for 2020 reflect 85% of target for Messrs. Pops and Landine and 90% of target for Dr. Hopkinson and Mr. Gaffin. Mr. Frates terminated his employment with the Company in January 2021 and was therefore not eligible to receive a performance payout for 2020.

(5)

The amounts in column (i) reflect the Company’s match on contributions made by the named executive officers to our 401k Plan.

Estimated Future Payouts Under

Non-Equity Incentive Plan Awards

Estimated Future Payouts Under

Equity Incentive Plan Awards

All Other Stock Awards: Number of Shares

All Other Option Awards: Number of Securities Underlying

Exercise or Base Price of Option

Grant Date Fair Value of Stock and Option

Name

Grant

Date

Threshold

($)

Target

($)

Maximum

($)

Threshold

(#)

Target

(#)

Maximum

(#)

or Units

(#)

Options

(#)

Awards

($/Sh)

Awards

($)

(a)

(b)

(c)

(d)⁽¹⁾

(e)⁽¹⁾

(f)

(g)⁽²⁾

(h)⁽²⁾

(i)⁽³⁾

(j)⁽⁴⁾

(k)

(l)⁽⁵⁾

Richard F. Pops

2/20/2020

—

—

—

—

—

—

—

358,466

20.43

3,489,121

2/20/2020

—

—

—

—

217,817

408,407

—

—

—

2,551,714

N/A

—

1,073,712

2,147,424

—

—

—

—

—

—

—

James M. Frates

2/20/2020

—

—

—

—

—

—

24,474

—

—

500,004

2/20/2020

—

—

—

—

—

—

—

102,337

20.43

996,096

2/20/2020

—

—

—

—

24,474

45,889

—

—

—

286,713

N/A

—

287,730

575,460

—

—

—

—

—

—

—

Craig C. Hopkinson, M.D.

2/20/2020

—

—

—

—

—

—

40,382

—

—

825,004

2/20/2020

—

—

—

—

—

—

—

168,856

20.43

1,643,556

2/20/2020

—

—

—

—

40,382

75,716

—

—

—

473,075

N/A

—

390,000

780,000

—

—

—

—

—

—

—

David J. Gaffin

2/20/2020

—

—

—

—

—

—

28,145

—

—

575,002

2/20/2020

—

—

—

—

—

—

—

117,688

20.43

1,145,513

2/20/2020

—

—

—

—

28,145

52,772

—

—

—

329,707

N/A

—

284,625

569,250

—

—

—

—

—

—

—

Michael J. Landine

2/20/2020

—

—

—

—

—

—

21,415

—

—

437,508

2/20/2020

—

—

—

—

—

—

—

89,545

20.43

871,585

2/20/2020

—

—

—

—

21,415

40,153

—

—

—

250,865

N/A

—

258,233

516,465

—

—

—

—

—

—

—

(1)

Represents the target and maximum amounts that could have been earned by each named executive officer under the 2020 Performance Pay Plan for the performance period of January 1, 2020 to December 31, 2020. The cash performance pay range for Mr. Pops was 0% to 200% of base salary with a target cash performance pay of 100% of base salary in effect at the time of award. The cash performance pay range for Dr. Hopkinson was 0% to 120% of base salary with a target cash performance pay of 60% of base salary in effect at the time of award. The cash performance pay range for Messrs. Frates, Gaffin and Landine was 0% to 100% of base salary with a target cash performance pay of 50% of base salary in effect at the time of award. There are no other applicable estimated future payouts under non-equity incentive plan awards for our named executive officers under the 2020 Performance Pay Plan. For more information about the 2020 Performance Pay Plan, see the discussion in the section entitled “Short-Term Incentive Plan (STIP)—Annual Cash Performance Pay” beginning on page 21 of this Amendment, and see the Summary Compensation Table on page 35 of this Amendment for the actual cash performance payment amounts paid to our named executive officers for performance during 2020.

(2)

Represents the target and maximum payouts for PRSUs granted in 2020 under the 2018 Plan that, in order to vest, require achievement of certain commercial and pipeline performance conditions over a three-year performance period and are subject to a TSR modifier at the end of the performance period. For additional detail, see the discussion in the section entitled “Long-Term Equity Incentives” beginning on page 29 of this Amendment. No dividend equivalents are paid on unvested restricted stock unit awards.

(3)

Represents time-vesting restricted stock unit awards granted under the 2018 Plan, which vest in four equal annual installments commencing on the first anniversary of the grant date. No dividend equivalents are paid on unvested restricted stock unit awards.

(4)

Represents time-vesting stock options granted under the 2018 Plan, which vest in four equal annual installments commencing on the first anniversary of the grant date. Certain of the stock options qualify as incentive stock options under Section 422 of the Code.

(5)

Represents the estimated grant date fair value of stock options and restricted stock unit awards granted to the named executive officers during 2020 computed in accordance with ASC 718. Assumptions used in the calculation of the fair value of option awards granted by us during 2020 are included in footnote 2 “Summary of Significant Accounting Policies” to our consolidated financial statements for the year ended December 31, 2020 included in our 2020 Annual Report under the heading “Share-Based Compensation”. There can be no assurance that the stock options will be exercised (in which case no value will be realized by the optionee) or that the value realized upon exercise or settlement of a restricted stock unit award will equal the grant date fair value.

Option Awards

Stock Awards

Name

Number of

Securities

Underlying

Unexercised

Options (#)

Exercisable

Number of

Securities

Underlying

Unexercised

Options (#)

Unexercisable

Equity

Incentive

Plan Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options (#)

Option

Exercise

Price ($)

Option

Expiration

Date

Number of

Shares or

Units of

Stock That

Have Not

Vested (#)

Market Value

of Shares or

Units of

Stock That

Have Not

Vested ($)

Equity

Incentive

Plan Awards:

Number of

Unearned

Shares, Units

or Other

Rights That

Have Not

Vested (#)

Equity

Incentive

Plan Awards:

Market or

Payout Value

of Unearned

Shares, Units

or Other

Rights That

Have Not

Vested ($)

(a)

(b)⁽¹⁾

(c)

(d)

(e)

(f)⁽²⁾

(g)⁽³⁾

(h)⁽⁹⁾

(i)

(j)⁽⁹⁾

Richard F. Pops

—

—

—

—

—

8,750

(4)

174,563

—

—

—

—

—

—

—

36,250

(5)

723,188

—

—

—

—

—

—

—

97,200

(6)

1,939,140

—

—

—

—

—

—

—

—

—

217,817

(10)

4,345,449

400,000

—

—

18.105

5/20/2021

—

—

—

—

450,000

—

—

16.55

5/21/2022

—

—

—

—

300,000

—

—

33.72

5/28/2023

—

—

—

—

230,000

—

—

47.16

3/3/2024

—

—

—

—

200,000

—

—

71.23

2/26/2025

—

—

—

—

300,000

—

—

32.27

2/28/2026

—

—

—

—

150,000

50,000

—

54.57

2/17/2027

—

—

—

—

147,500

147,500

—

67.26

2/16/2028

—

—

—

—