☒

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 ☐

Auditor Firm Id:

238

Auditor Name:

PricewaterhouseCoopers LLP

Auditor Location:

Boston, Massachusetts

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

4

Item 11.

Executive Compensation

13

Item 12.

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

51

Item 13.

Certain Relationships and Related Transactions, and Director Independence

55

Item 14.

Principal Accounting Fees and Services

56

PART IV

Item 15.

Exhibits and Financial Statement Schedules

57

SIGNATURES

65

Emily Peterson Alva

Age: 47

Experience: Ms. Alva is an experienced financial, strategic and business advisor to founders and leadership teams of growth companies. She previously served as an investment banker at Lazard, a financial advisory and asset management firm, where she worked from 1997 to 2013, most recently as an M&A Partner. During her Lazard tenure, Ms. Alva advised corporate boards and leadership teams on corporate strategy initiatives. Ms. Alva is currently on the boards of directors of Amneal Pharmaceuticals, Inc., a public pharmaceutical company, Robotic Research, LLC, a private autonomous technology company, and the Mission Society of New York City. She is also a corporate board partner with the Nasdaq Center for Board Excellence and a member of PathNorth, the NextGen Board Leaders, the EY Audit Committee Leaders and Extraordinary Women on Boards. Ms. Alva received a B.A. in Economics from Barnard College, Columbia University.

Qualifications and Skills: Ms. Alva brings to our Board more than two decades of experience leading transactions and strategic evaluations for boards and leadership teams of large global companies and growth companies across many sectors, including specific expertise in healthcare and pharmaceuticals. The Board benefits from her financial, business development, transactional and strategic expertise, her experience serving on public and private company boards and her experience and insights in a variety of corporate governance matters.

Director since: May 2021*

Current Public Company Boards:

Amneal Pharmaceuticals, Inc. (NYSE: AMRX) since May 2018

* Ms. Alva was appointed to the Board in connection with an agreement entered into between the Company and shareholder Elliott Advisors (UK) Limited and its affiliates in December 2020.

David W. Anstice AO

Age: 73

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 Pty 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, and as a member of the board of the University of Sydney USA Foundation. He is currently 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.

Director since: September 2011

Current Public Company Boards: None

Shane M. Cooke

Age: 59

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. Mr. Cooke previously served on the board of directors of UDG Healthcare plc, formerly a publicly-traded healthcare company, from February 2019 to August 2021. 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.

Director since: March 2018

Current Public Company Boards:

Prothena Corporation plc (Nasdaq: PRTA) since 2012

Endo International plc (Nasdaq: ENDP) since 2014

David A. Daglio, Jr.

Age: 55

Experience: Mr. Daglio most recently served as a non-executive director of Mellon Investments Corporation, a global investment manager (“Mellon”), 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. 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 of directors and remuneration committee of Total Brain Ltd.

Director since: December 2020

Current Public Company Boards:

Total Brain Ltd. (ASX:TTB) since January 2020

Wendy L. Dixon, Ph.D.

Age: 66

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, Furiex Pharmaceuticals and Orexigen Therapeutics, Inc. during various periods from 2005 to 2016, and more recently on the boards of directors of public biopharmaceutical companies bluebird bio, Inc. from 2013 to November 2021, 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 her 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 corporate governance practices.

Director since: September 2011

Current Public Company Boards:

Arvinas, Inc. (Nasdaq: ARVN) since June 2020

Black Diamond Therapeutics, Inc. (Nasdaq: BDTX) since April 2022

Incyte Corporation* (Nasdaq: INCY) since 2010

* Dr. Dixon has announced her retirement from the board of directors of Incyte Corporation, effective at the time of its 2022 annual meeting of stockholders.

Richard B. Gaynor, M.D.

Age: 72

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.

Director since: September 2019

Current Public Company Boards:

Infinity Pharmaceuticals, Inc. (Nasdaq: INFI) since March 2020

Zai Lab Limited (Nasdaq: ZLAB) since November 2021

Cato T. Laurencin, M.D., Ph.D.

Age: 63

Experience: Dr. Laurencin is the University Professor and Albert and Wilda Van Dusen Distinguished Endowed Professor of Orthopaedic Surgery at the University of Connecticut (“UConn”), where he also serves as Professor of Chemical and Biomolecular Engineering, Professor of Materials Science and Engineering and Professor of Biomedical Engineering. He has been a professor at UConn since 2008. Dr. Laurencin is a practicing surgeon and serves as the Chief Executive Officer of The Connecticut Convergence Institute for Translation in Regenerative Engineering. Dr. Laurencin previously served as Vice President for Health Affairs and Dean of the School of Medicine at UConn. Dr. Laurencin is a pioneer in the field of regenerative engineering, and an expert in biomaterials science, stem cell technology and nanotechnology. He currently serves on the board of directors of MiMedx Group, Inc., a public company focused on advanced wound care and therapeutic biologics. Dr. Laurencin received his B.S.E. degree in chemical engineering from Princeton University, his Ph.D. in biochemical engineering and biotechnology from the Massachusetts Institute of Technology, and his M.D. from Harvard Medical School.

Qualifications and Skills: Dr. Laurencin brings to our Board extensive experience across a wide range of medical and scientific disciplines, strong administrative skills, and a focus on public health that is consistent with the Company’s values and business strategy. The Board benefits from his vast medical and scientific knowledge, his leadership and administrative experience, his involvement in mentoring and other activities that promote diversity and excellence in science, and his dedication to social justice research and addressing health disparities.

Director since: November 2021*

Current Public Company Boards:

MiMedx Group, Inc. (Nasdaq: MDXG) since November 2020

* Dr. Laurencin was appointed to the Board in connection with an agreement reached between the Company and shareholder Sarissa Capital Offshore Master Fund LP and its affiliates in April 2021.

Brian P. McKeon

Age: 60

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.

Director since: December 2020

Current Public Company Boards: None

Richard F. Pops

Age: 60

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, 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.

Director since: September 2011

Current Public Company Boards:

Neurocrine Biosciences, Inc. (Nasdaq: NBIX) since 1998

Nancy L. Snyderman, M.D.

Age: 70

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.

Director since: May 2016

Current Public Company Boards:

Axonics, Inc. (Nasdaq: AXNX) since April 2019

Lyra Therapeutics, Inc. (Nasdaq: LYRA) since October 2020

Future Health ESG Corp. (Nasdaq: FHLT) since September 2021

Frank Anders “Andy” Wilson

Age: 63

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.

Director since: September 2019

Current Public Company Boards:

Cabot Corporation (NYSE: CBT) since September 2018

Novanta Inc. (Nasdaq: NOVT) since May 2021

Nancy J. Wysenski

Age: 64

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.

Director since: May 2013

Current Public Company Boards:

Provention Bio, Inc. (Nasdaq: PRVB) since May 2020

Cytokinetics, Inc. (Nasdaq: CYTK) since November 2020

Name

Age

Position

Iain M. Brown

53

Senior Vice President, Chief Financial Officer

David J. Gaffin

50

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

Craig C. Hopkinson, M.D.

54

Executive Vice President, Research and Development and Chief Medical Officer

Blair C. Jackson

49

Executive Vice President, Chief Operating Officer

Michael J. Landine

68

Senior Vice President, Corporate Development and Chief Risk Officer

C. Todd Nichols

53

Senior Vice President, Chief Commercial Officer

Richard F. Pops

60

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 Alkermes, 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 Alkermes, 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 Alkermes 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, 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

Iain M. Brown

Senior Vice President, Chief Financial Officer

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

Blair C. Jackson

Executive Vice President, Chief Operating Officer

David J. Gaffin

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

⁽¹⁾

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

COVID-19 Ongoing Impact and Response

The COVID-19 pandemic has continued to profoundly impact our employees, their families, the economies and communities in which we live and work, and the patients that our medicines are designed to serve. Since the emergence of the pandemic in early 2020, we have continuously adapted our business practices to support the health, safety and wellness of our employees, and the uninterrupted supply of, and access to, our products for people enrolled in our clinical studies and for people living with opioid dependence, alcohol dependence, schizophrenia or bipolar I disorder. We have adopted and evolved 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 laboratories, worked with clinical trial sites to support continuity of care and expanded our injection site network to facilitate patient access to our marketed products. These efforts helped to mitigate the impacts of the COVID-19 pandemic on our development programs and commercial activities and to minimize disruptions at our facilities.

In 2021, the COVID-19 pandemic continued to negatively impact healthcare providers, patients and caregivers involved in the treatment of serious mental illness and addiction in the U.S. As a result, sales of our proprietary injectable products VIVITROL and ARISTADA, and of certain third-party products from which we receive revenue, continued to be negatively impacted.

•

Obtained FDA approval of, and commercially launched, LYBALVI (olanzapine and samidorphan), our oral antipsychotic product for the treatment of adults with schizophrenia or bipolar I disorder.

•

Increased total revenues for the year to $1.17 billion, from $1.04 billion in the prior year.

•

Achieved VIVITROL annual net sales of $343.9 million, which was toward the high end of our annual net sales guidance and represented an 11% increase compared to 2020.

•

Drove year-over-year ARISTADA prescription growth of ~14% on a months-of-therapy (“MOT”) basis, which outpaced the overall long-acting injectable market growth of ~5%.

•

Implemented new digital technologies and ways of engaging with healthcare providers, both remotely and in-person, to support uninterrupted patient and provider access to VIVITROL and ARISTADA as we continued to adapt our commercial model in response to the COVID-19 pandemic.

•

Exceeded the low end of our annual net loss in accordance with generally accepted accounting principles in the U.S. (“GAAP”) guidance and the high end of our annual non-GAAP net income guidance with a GAAP net loss of $48.2 million and non-GAAP net income of $129.1 million. See the section entitled “GAAP to Non-GAAP Reconciliation” on page 37 of this Amendment for a GAAP to non-GAAP reconciliation of this financial measure.

•

Significantly reduced operating expenses in 2021 through continued focus on disciplined capital allocation and optimization of cost structure.

•

Obtained FDA Fast Track designation and Orphan Drug designation for nemvaleukin alfa, our product candidate in immuno-oncology, for the treatment of mucosal melanoma, and Fast Track designation for the treatment of platinum resistant ovarian cancer (“PROC”).

•

Initiated potential registrational studies of nemvaleukin alfa for the treatment of mucosal melanoma and for the treatment of PROC.

•

Nominated ALKS 2680, our orexin 2 receptor agonist for the treatment of narcolepsy, for advancement into clinical development.

•

Initiated a phase 1 first-in-human study for ALKS 1140, our selective histone deacetylase inhibitor candidate.

•

Expanded our diversity, inclusion and belonging (“DIB”) efforts and launched two new employee resource groups – Limitless, to support individuals with disabilities and caregivers, and Operation Salute, to support veterans.

•

Published our 4th Corporate Responsibility Report, disclosing our environmental, social and governance (“ESG”) activities, environmental performance data, new DIB initiatives, and ways in which we have continued to adapt to the COVID-19 environment.

•

Engaged with policymakers to help secure more than $1 billion in federal funding and state appropriations for use in the treatment of addiction and serious mental illness, and advanced our advocacy efforts on behalf of patients.

•

Awarded Alkermes Inspiration Grants Program grants totaling $500,000 to nonprofit organizations working to address the needs of people living with addiction, serious mental illness or cancer, including programs serving historically under-resourced or underrepresented communities.

Shareholder Feedback

Actions We Took in Response

Utilize peer group that reflects your company profile

Updated our peer group to eliminate certain companies whose market capitalization was significantly higher than ours. For additional detail, see the section entitled “Peer Group Selection and Review Process” on page 19 of this Amendment.  

Expand use of performance-based equity

Structured 2020 and 2021 compensation to ensure that a majority of the total target value of our Chief Executive Officer’s (“CEO”) annual equity grant consisted of performance-based restricted stock unit awards (“PRSUs”), and expanded use of PRSUs as part of the annual equity grants for all named executive officers.

Long-term incentive plan (“LTIP”) metrics tied to shareholder value creation

2021 LTIP. Incorporated three-year financial (40% weighting), pipeline (40% weighting) and commercial (20% weighting) goals that align with our long-term business strategy. Included a relative total shareholder return (“TSR”) modifier that may increase or decrease the total number of vested shares underlying the PRSUs by up to 25%. For additional information on the 2021 LTIP, see the section entitled “2021 LTIP Design In Line with Shareholder Feedback” on page 29 of this Amendment.

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

2021 STIP. Enhanced design to include objective, pre-determined financial and commercial (45% weighting), pipeline (35% weighting) and corporate responsibility (20% weighting) objectives. For additional information on the 2021 STIP, see the section entitled “2021 STIP Design In Line with Shareholder Feedback” on page 23 of this Amendment.

Link long-term profitability to executive compensation

2021 LTIP. Added long-term profitability financial goals (40% weighting) in line with targets announced in December 2020 for fiscal year (“FY”) 2023 (non-GAAP net income margin* equal to 25% of the Company’s total revenues; EBITDA margin* of 20% of the Company’s total revenues). For additional detail, see the section entitled “2021 LTIP Design In Line with Shareholder Feedback” beginning on page 29 of this Amendment.

*See the section entitled “GAAP to Non-GAAP Reconciliation” on page 37 of this Amendment for information regarding these non-GAAP financial targets.

2021 STIP. Added operational targets designed to incentivize progress in 2021 toward achievement of the Company’s long-term profitability goals for FY 2023 and FY 2024. For additional detail, see the section entitled “2021 Corporate Objectives” beginning on page 23 of this Amendment.

2022 LTIP and STIP. Included financial goals and metrics tied to the revised long-term profitability targets announced by the Company in February 2022.

Shareholder Feedback

Actions We Took in Response

Incorporate ESG matters into the Company’s compensation plans

2021 STIP. Included (i) a corporate responsibility objective related to ESG matters, with underlying performance metrics related to human capital development, employee engagement, corporate responsibility and sustainability, and (ii) a corporate responsibility objective focused on DIB, with underlying metrics related to talent management and development, pay practices, employee engagement and sentiment and the launch of new employee resource groups. For additional detail, see the section entitled “2021 Company Performance Assessment” on page 24 of this Amendment.

Expand scope of Clawback Policy

Expanded our Clawback policy to apply to certain cash-based compensation in addition to equity-based compensation. For additional detail, see the section entitled “Clawback Policy” beginning on page 33 of this Amendment.

Key Features of Our Executive Compensation Program

☑

Alignment of executive pay with performance

☑

Clawback policy in respect of equity compensation and certain cash compensation

☑

Annual advisory vote on executive compensation

☑

Share ownership and holding guidelines for executive officers and directors

☑

Use of equity awards with performance-based vesting for all executive officers

☑

Prohibition of hedging and pledging by executive officers and directors

☑

Majority of executive compensation is “at-risk”

☑

No excessive perquisites

☑

Incorporation of ESG considerations into STIP

☑

No guaranteed bonuses or base salary increases

☑

Incorporation of relative TSR metric into LTIP

☑

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

☑

Annual review of peer group companies

☑

No repricing of underwater stock options without prior shareholder approval

•

Base Salary: The Compensation Committee determines base salaries for our named executive officers that are competitive with other companies in our industry with which we compete for top talent. For information about 2021 base salaries for our named executive officers, see the section entitled “Base Salary” beginning on page 22 of this Amendment.

•

Short-Term Cash Incentive Compensation: The Compensation Committee designs annual incentives that incorporate annual corporate objectives—including financial, operating, strategic and/or ESG-related objectives—to focus our executive officers on achieving our short- and long-term business and strategic goals. For information about the annual cash performance pay awarded to our named executive officers for 2021, see the section entitled “Short-Term Incentive Plan (STIP) – Annual Cash Performance Pay” beginning on page 22 of this Amendment.

•

Long-Term Equity Incentive Compensation: The Compensation Committee annually considers the appropriate mix of performance-vesting and time-vesting equity awards to encourage our executive officers to focus on the Company’s ongoing and future activities and ensures that a meaningful portion of the annual equity grants made to our named executive officers is conditioned on achievement of long-term performance goals—including financial, commercial and pipeline-related goals—that are aligned with our corporate strategy and the creation of long-term value for the Company and its shareholders. For information about the long-term equity awards granted to our named executive officers in 2021, see the section entitled “Long-Term Incentive Compensation - Annual Equity Grant” beginning on page 29 of this Amendment.

•

Maintained STIP and LTIP Designs that are reflective of Shareholder Feedback: Our Compensation Committee approved STIP and LTIP designs that include measurable, performance-based pre-determined goals that aligned with both shareholder feedback and the Company’s short-term and long-term business priorities.

•

Approved Compensation Based on Pay-for-Performance Philosophy: 2021 was a year of significant achievements that furthered the Company’s short- and long-term objectives and supported long-term value creation for our shareholders. In recognition of the Company’s strong performance as measured against the 2021 corporate objectives, the Compensation Committee approved a Company performance payout percentage of 110% under the 2021 STIP and, after assessing the individual performance of each named executive officer (other than our CEO, whose annual cash performance pay opportunity was based entirely on the Company’s performance), the Compensation Committee approved 2021 STIP cash performance payouts for our named executive officers that ranged from 105% to 115% of their performance pay targets, as described in more detail below.

•

Expanded Scope of our Clawback Policy: In May 2021, our Board expanded our Clawback policy to apply to certain cash-based compensation in addition to equity-based compensation. For additional detail, see the section entitled “Clawback Policy” beginning on page 33 of this Amendment.

•

Refreshed Compensation Committee: In June 2021, we refreshed the membership of the Compensation Committee by appointing Brian P. McKeon to the Compensation Committee and designating Nancy J. Wysenski as Chair of the Compensation Committee.

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 the Company and its shareholders

BALANCE OF SHORT- AND LONG-TERM INCENTIVES

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

MARKET COMPETITIVENESS AND RETENTION

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

Factor Considered

What We Look For

Similar industry

Biotechnology or pharmaceutical industry (GICS codes 352010 or 352020)

Commercial

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 3.0 times our then-projected revenue, resulting in a revenue range of $350 million to $3 billion as of September 2020

Market capitalization

Market capitalization of approximately 0.3 times to 3.0 times our then-current market value, resulting in a market capitalization range of $1 billion to $9 billion as of September 2020, based on our 30-day average market capitalization in August 2020

Number of employees

Employee headcount of approximately 0.3 times to 3.0 times our then-current headcount, resulting in a range of 850 to 7,500 employees as of September 2020

Geography / market competition

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

Alkermes in peer group

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

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.

+Intercept Pharmaceuticals, Inc.#

+Ironwood Pharmaceuticals, Inc.

+Sage Therapeutics, Inc.

Acadia Pharmaceuticals Inc.

bluebird bio, Inc.

Emergent BioSolutions Inc.

Endo International plc

Exelixis, Inc.

Horizon Therapeutics plc

Incyte Corporation

Intercept Pharmaceuticals, Inc.#

Ionis Pharmaceuticals, Inc.

Ironwood Pharmaceuticals, Inc.

Jazz Pharmaceuticals plc

Nektar Therapeutics

Neurocrine Biosciences, Inc.

Sage Therapeutics, Inc.

Seagen Inc.

United Therapeutics Corporation

Removed:

-Intercept Pharmaceuticals, Inc.

Added:

+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

# In our 2021 proxy statement filed with the SEC on May 10, 2021 (our “2021 Proxy Statement”), Sarepta Therapeutics, Inc. was inadvertently listed in our 2021 peer group in lieu of Intercept Pharmaceuticals, Inc. In August 2021, Intercept Pharmaceuticals, Inc. was removed from our peer group and Sarepta Therapeutics, Inc. was added, as reflected above.

*All companies in our 2021 peer group, with the exception of Sage Therapeutics, Inc. and Seagen Inc., included us in their self-selected peer groups, as disclosed in their respective 2021 proxy statements.

December

Set performance pay targets and performance pay ranges for upcoming year

January

Review and adjust salaries for current year

February

Determine target equity award values for current year

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 locations

■

Reviewed and adjusted annually after the conclusion of the previous year

Annual Cash Performance Pay

■

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

■

No guaranteed amount

■

Determined annually

■

Rewards executive officers based on performance against pre-determined targets

Restricted Stock Unit Awards

Stock Options

■

Value and mix determined annually

■

Appropriately reward, recognize and retain key executive officers

■

The number of shares underlying stock options is determined using an approved value, the then-current price of the Company’s ordinary shares and the Black-Scholes stock option pricing model

■

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

■

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

■

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

■

No guaranteed amount

■

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

Time-Vesting

■

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

Performance-Vesting

■

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

■

Performance-vesting equity awards vest upon the achievement of pre-determined objectives of importance to the Company’s long-term business strategy

Named Executive Officer*

2020 Base Salary

2021 Base Salary

Approximate % Increase

Richard F. Pops

$1,073,712

$1,105,923

3.0%

Iain M. Brown

$455,500

$500,000

9.8%

Craig C. Hopkinson, M.D.

$650,000

$670,000

3.0%

Blair C. Jackson

$489,500

$540,000

10.3%

David J. Gaffin

$569,250

$586,250

3.0%

Named Executive Officer

2021 Performance Pay Range

as % of Base Salary

2021 Target Performance Pay as % of Base Salary

Richard F. Pops

0% to 200%

100%

Iain M. Brown

0% to 100%

50%

Craig C. Hopkinson, M.D.

0% to 120%

60%

Blair C. Jackson

0% to 120%

60%

David J. Gaffin

0% to 100%

50%

•

established pre-determined objective quantitative and qualitative metrics to assess performance against each of the Company’s 2021 corporate objectives (see the table entitled “2021 Company Performance Assessment” beginning on page 24 of this Amendment);

•

•

assigned relative percentage weightings for each category of objectives, reflecting the Compensation Committee’s assessment of their relative importance in contributing to the Company’s overall business strategy and to shareholder value creation (see graphic to the right); and

assigned relative percentage weightings for corporate and individual performance for each executive officer, 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

•

Profitability: achievement of a non-GAAP net income range and operational targets designed to incentivize progress in 2021 toward achievement of the Company’s long-term profitability targets announced in December 2020 for FY 2023 and FY 2024;

•

ESG: advancement of the Company’s ESG strategy, with performance metrics focused on human capital development, employee engagement, corporate responsibility and sustainability; and

•

DIB: progress in fostering an environment of diversity, inclusion and belonging, with metrics focused on talent management and development, pay practices, employee engagement and sentiment, and the launch of new employee resource groups.

Corporate

Objective

Metrics Used to Assess Performance

Accomplishments

Assessment

Financial and Commercial Goals: 45% weighting

Achieve financial guidance for non-GAAP net income

Achieve non-GAAP net income (“NGNI”)* of between $60-$100 million, as was set forth in the first issuance of financial guidance in February 2021

* See the section entitled “GAAP to Non-GAAP Reconciliation” on page 37 of this Amendment for a GAAP to non-GAAP reconciliation of this financial measure

✓+  Exceeded this objective by achieving NGNI of ~$129.1 million*, exceeding the high end of both the NGNI range set forth in our first issuance of financial guidance in February 2021 and the NGNI range set forth in our revised financial guidance issued in July 2021 ($85 - $115 million)

▪This was achieved through thoughtful management of the business and expenses despite continuing COVID-19 challenges and related impacts on our product revenues

Exceeded

Grow use of VIVITROL and ARISTADA among appropriate patients

▪Achieve VIVITROL and ARISTADA annual net sales of between $315 - $345 million and $260 - $290 million, respectively, as set forth in the first issuance of financial guidance in February 2021

▪Increase in:

(a)the number of prescribers writing prescriptions for VIVITROL and ARISTADA, as compared to 2020; and

(b)the number of prescriptions of VIVITROL and ARISTADA written by prescribers, as compared to 2020, in each case for clinically appropriate patients

✓+  Achieved VIVITROL annual net sales of ~$343.9 million, toward the high end of both the range set forth in our first issuance of financial guidance in February 2021 and the range set forth in our revised financial guidance issued in July 2021 ($330 - $345 million)

✓   Achieved ARISTADA annual net sales of ~$275.4 million, at the midpoint of the range set forth in our first issuance of financial guidance in February 2021 and the low end of the range set forth in our revised financial guidance issued in July 2021 ($275 - $290 million)

✓   Achieved prescriber and prescription metrics for VIVITROL and ARISTADA as follows, each as compared to 2020:  

▪Increased the number of prescribing VIVITROL accounts by ~4%

▪Increased the number of prescriptions for VIVITROL by ~8%, as measured by MOT

▪Increased the number of prescribers writing ARISTADA prescriptions by ~13%

▪Increased the number of prescriptions for ARISTADA by ~15%, as measured by MOT

Achieved

Corporate

Objective

Metrics Used to Assess Performance

Accomplishments

Assessment

Develop and achieve operational targets in support of the Value Enhancement Plan with the Financial Operating Committee

Develop and achieve 2021 operational targets designed to progress the business toward achievement of the NGNI and EBITDA profitability targets announced as part of the Value Enhancement Plan, and reflect such targets in the 2021 budget, as applicable

✓   Completed a comprehensive review, benchmarking analysis and realignment of our cost structure

✓   Implemented cost savings initiatives, focused spending on the highest priority programs and significantly reduced 2021 operating expenses

✓   Maintained relatively flat overall headcount

✓   Identified and established new processes that drove operational efficiencies

Achieved

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

▪Meet Alkermes proprietary commercial product demand from customers at a rate equal to or greater than 98%

▪Create an inventory of clinical drug product at depots ready for distribution to clinical study sites at the time clinical study patients are scheduled for dosing

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

Achieved this objective, despite ongoing challenges posed by the COVID-19 pandemic on site operations and the continuing need to adapt safety protocols to protect employee health and safety, as evidenced by the following:

✓   Manufactured quantities of VIVITROL, ARISTADA and LYBALVI to satisfy commercial demand and enable inventory build, with order fulfillment levels in excess of 99% for each product

✓   Manufactured VUMERITY^® bulk drug substance and packaged finished drug product to site capacity

✓   Clinical drug product was available 99.3% of the time at the point of scheduled patient dosing

✓   Received no critical findings from regulatory authority inspections or audits of the Company’s manufacturing facilities

Achieved

Launch LYBALVI and meet access and prescription goals

▪Achieve 100% of all launch readiness goals prior to launch

▪Execute customer engagement strategy:

▪Achieve 90% of targeted healthcare provider (“HCP”) reach

▪Achieve more than 25,000 HCP engagements per month

▪Engage 100% of targeted payers

▪Build awareness of LYBALVI by increasing aided and unaided product awareness compared to

Q4 2020 baseline

✓+  Achieved 100% of our launch readiness goals prior to launch in October 2021, including:

▪Obtained DEA decontrol of samidorphan

▪Completed disease state education campaigns pre- and post-approval

▪Published key clinical and health economics and outcomes research manuscripts prior to approval, including those related to the pivotal clinical trial program

▪Prepared product dossier and engaged with key payers and pharmacy benefit managers

▪Conducted extensive thought leader and professional society outreach

✓+  Met or exceeded all pre-determined access and prescription goals of our customer engagement strategy, including:

▪Exceeded 2021 annual net sales guidance

▪Exceeded 90% of targeted HCP reach

▪Exceeded targeted monthly HCP engagement levels

▪Engaged 100% of targeted payers

✓+  Significantly increased product awareness compared to Q4 2020 baseline (growing aided awareness from 46% to 74% and unaided awareness from 9% to 38%)

Exceeded

Pipeline Goals: 35% weighting

Nominate at least one new candidate for clinical development

Nominate at least one new candidate for clinical development

✓   Achieved this objective by nominating ALKS 2680, our orexin 2 receptor agonist, for advancement into clinical development

Achieved

Corporate

Objective

Metrics Used to Assess Performance

Accomplishments

Assessment

Initiate registration study for nemvaleukin alfa and enter into one or more collaborations to expand its clinical use

▪Based on FDA feedback, design two studies—one of which has potential to serve as a registrational study for mucosal melanoma and one of which has potential to serve as a registrational study for PROC—and initiate one of these studies

▪Enter into one or more collaborations designed to expand potential clinical use

✓   Completed design of, and initiated, two potential registrational studies of nemvaleukin alfa, one in mucosal melanoma (ARTISTRY-6) and one in PROC (ARTISTRY-7)

✓   Nemvaleukin alfa received from the FDA both Fast Track designation and Orphan Drug Designation for mucosal melanoma and Fast Track designation for PROC in combination with pembrolizumab

✓   Entered into clinical trial collaboration and supply agreement with Merck for ARTISTRY-7, resulting in significant savings through supply of pembrolizumab for use in the study

Achieved

Corporate 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 maintain existing, and secure new, federal funding and state appropriations (in certain specified states) for use with long-acting injectables (“LAIs”) for the treatment of opioid or alcohol dependence or LAIs or oral medication for the treatment of schizophrenia or bipolar I disorder

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

✓   Through federal and state policy engagement and the appropriations process, helped secure more than $1 billion in funding was allocated for the treatment of serious mental illness (“SMI”) and addiction

▪Federal policy highlights in 2021 included expansion of, and/or increased funding for, substance use disorder and SMI treatment grant programs, Veterans Administration’s appropriations for opioid prevention and treatment programs and alcohol use disorder (“AUD”) education

▪State policy highlights in 2021 included support of the passage of more than 130 appropriations and/or policy reforms in 30 states and four primary domains, including: expanded access to medications (including LAIs) for treatment of AUD, opioid use disorder (“OUD”) and SMI; expanded funding to states for substance abuse treatment programs; legislation allowing for Medicaid coverage of pharmacist administration of LAIs; and advancement of use of opioid litigation settlement funds to support access to all FDA-approved medications for OUD

Achieved

Foster an environment of diversity, inclusion and belonging to enhance our culture

▪Develop robust talent management plans focused on recruiting, development and retention to increase the representation of women and people of color, particularly at senior levels

▪Earn positive employee ratings in respect of our DIB efforts

▪Launch at least two new employee resource groups

▪Review and execute Company strategy for continued evaluation of pay practices and develop action plans to address areas of potential improvement

▪Focus on diversity education and awareness

▪Develop a 2022 diversity-related performance objective for senior leaders

✓+  Increased the representation of women and people of color in our workforce:

▪85% of new hires, and 69% of internal promotions, in each case at senior director level and above, were diverse in terms of gender and/or race/ethnicity

✓+  Achieved scores > 70% on all DIB-focused questions in our employee engagement survey

✓   Launched two new employee resource groups, expanding impact and reach within the Company

✓   Reviewed and updated our strategy related to the evaluation of pay practices and identified areas for improvement

✓+  Held 15 DIB-related education, awareness, and  

        training programs with approximately 2,700 overall

        employee engagements across the organization

✓+  Established a new DIB Executive Committee, evolved the strategic direction of the Company’s DIB initiatives and defined strategic DIB pillars

✓   Developed a 2022 diversity-related performance objective for all senior leaders

Exceeded

Corporate

Objective

Metrics Used to Assess Performance

Accomplishments

Assessment

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

▪Continue to develop and advance the Company’s ESG strategy—including in respect of energy, carbon, water and waste reductions; Environment, Health, Safety and Security excellence; human capital development; ongoing COVID-19 response; and community support and involvement—and continue to integrate such strategy into the operation of the Company’s business

▪Publish a 2021 Corporate Responsibility Report or equivalent document detailing the Company’s efforts in respect of ESG matters

▪Develop strong organizational talent, including through talent assessments at all levels and succession planning for key senior roles, and incorporate a focus on DIB into these assessments and planning efforts, with the results for senior level employees to be reviewed by the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”)

▪Identify, and create initiatives and strategies to address, areas of potential improvement based on the results of the 2020 employee engagement survey

▪Earn positive employee ratings in respect of company culture and values

✓   Engaged an independent third-party to conduct a focused survey of leaders across our operations functions to identify the environmental focus areas of highest importance to our business and formed a cross-functional steering team to promote and enhance enterprise-wide focus on such areas

✓   Established a social responsibility core working group to develop a cohesive social responsibility strategy

✓   Continued to successfully navigate the complex and evolving COVID-19 landscape in our continued effort to protect the health, safety and well-being of our employees while advancing our business objectives

✓   Published our fourth Corporate Responsibility Report in October 2021, highlighting our ESG activities, environmental performance data, new DIB initiatives, and ways in which the Company has continued to adapt to the COVID-19 environment

✓   Completed a robust talent assessment and succession planning process, focused on senior director level and above talent, which included a strong focus on DIB, and reviewed results of the assessment with the Nominating and Corporate Governance Committee

✓   In response to feedback from our 2020 employee engagement survey:

▪Launched communication initiatives to increase visibility and awareness of our company strategy and pipeline

▪Expanded company DIB-focused education and engagement offerings

▪Introduced new flexible work guidelines, including hybrid and remote work options

▪Focused on learning and career development, including enhancements to our individual development plan process and launch of a new LinkedIn Learning platform

✓   Conducted 2021 employee engagement survey, with more than 70% of scores at or above engagement survey benchmarks

✓   Despite multiple challenges throughout the year (including those related to labor market trends and COVID-19 impacts), our attrition rate was in-line with external industry data

Achieved

Named Executive Officers - Individual Contributions

Iain M. Brown                                          

Senior Vice President, Chief Financial Officer

✓   Seamless transition into the role of Chief Financial Officer, including strong leadership of the Finance, Procurement, Travel & Expense and Business Planning organizations.

✓+  Contributed significantly to the achievement of our financial objectives in 2021, despite the impacts of the COVID-19 pandemic on our topline, including:

–   Managed efforts to reduce costs, optimize efficiencies and ensure that financial performance remained on track to exceed 2021 financial guidance for non-GAAP net income, resulting in the Company raising financial guidance in July 2021.

✓   Achieved 100% financial compliance during 2021.

✓+ Successfully refinanced and upsized the Company’s external debt facility to extend maturity by three years at a similar interest rate.

✓  Contributed to the achievement of our corporate responsibility objectives in 2021, including retention of key employees and support of DIB activities, including supporting the establishment of a new employee resource group.

Craig C. Hopkinson, M.D.                                

Executive Vice President, Research and Development and Chief Medical Officer

✓ Led our R&D organization in implementation of our evolved R&D strategy, focused on resource optimization, prioritized investment and disciplined portfolio management.

✓+  Contributed significantly to achievement of our pipeline and commercial objectives in 2021, including:

–   Obtained FDA approval of LYBALVI and prepared for its commercial launch, including through successful completion of a new drug application resubmission, and execution of comprehensive medical and scientific communications plans.

–   Progressed the nemvaleukin alfa program, including initiation of a potential registrational study in each of mucosal melanoma (ARTISTRY-6) and PROC (ARTISTRY-7), and securing FDA Fast Track designations in both indications and FDA Orphan Drug Designation for the treatment of mucosal melanoma.

–   Advanced our early-stage pipeline, including through nomination of ALKS 2680 into the clinic and initiation of a phase 1 first-in-human study for ALKS 1140 ahead of anticipated timelines.

Blair C. Jackson                                        

Executive Vice President, Chief Operating Officer

✓+  Seamless transition into the role of Chief Operating Officer and strong overall oversight and management of our operations, quality, finance, business development, alliance management, new product planning, data analytics and information technology organizations.

✓+  Contributed significantly to the achievement of our financial, commercial and pipeline objectives in 2021, including:

–   Achieved significant reduction in operating expenses through comprehensive review and realignment of cost structure, including refocusing of spend on highest priority programs, and identification and establishment of new processes to drive efficiencies.

–   Worked with the operations team to secure approval of LYBALVI and further enhance rigor around technology transfer and manufacturing readiness, including through implementation of enhanced chemistry, manufacturing and controls (CMC) governance and readiness models for our development products.

✓   Provided corporate strategic input and leadership to identify and advance partnership opportunities, establish development plans for our pipeline and enhance capabilities.

Named Executive Officers - Individual Contributions

David J. Gaffin                                          

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

✓   Strong overall leadership of our legal-IP and compliance organizations to provide strategic legal support across the organization, including in respect of all aspects of drug development, manufacturing and commercialization, business development, and public company governance and securities matters.

✓+  Contributed significantly to the achievement of our financial and commercial, pipeline and corporate responsibility objectives in 2021, including:

–   Managed, and achieved positive results in respect of, litigation matters, including dismissal (and successful defense against appeal) of a securities class action and voluntary dismissal of product liability litigation.

–   Collaborated cross-functionally on the Company’s strategies and activities in support of securing FDA approval of LYBALVI and related communications with the FDA.

✓+ Contributed significantly to negotiation of a beneficial settlement with an activist shareholder that resulted in a favorable appointment of a new director to our Board in November 2021.

✓   Led extensive shareholder engagement and preparedness efforts, collaborated with the Board and the Compensation Committee to address shareholder feedback on governance and compensation matters.

Named Executive Officer*

2021 Performance Payout Amount

2021 Target Performance Pay as a % of Base Salary

2021 Actual Performance Pay as a % of Base Salary

2021 Actual Performance Pay as a % of Target Performance Pay

Richard F. Pops

$

1,161,220

100

%

105

%

105

%

Iain M. Brown

$

287,500

50

%

58

%

115

%

Craig C. Hopkinson, M.D.

$

442,200

60

%

66

%

110

%

Blair C. Jackson

$

372,600

60

%

69

%

115

%

David J. Gaffin

$

337,094

50

%

58

%

115

%

•

for our CEO, approximately 51% of his total target equity award value was in the form of PRSUs that vest, if earned, following a three-year performance period, with his remaining target equity award value comprised of time-vesting stock options that vest in four equal annual installments commencing on the first anniversary of the grant date; and

•

for our other named executive officers, approximately 25% of their total target equity award value was in the form of PRSUs that vest, if earned, following a three-year performance period, with their remaining target equity award value comprised of approximately 50% time-vesting stock options and approximately 25% time-vesting restricted stock unit awards, all of which vest over four equal annual installments commencing on the first anniversary of the grant date.

•

PRSUs subject to multiple objective, performance-based goals, including financial goals (40% weighting), commercial goals (20% weighting) and pipeline goals (40% weighting);

•

a three-year performance period for achievement of each of the performance goals; and

•

a TSR modifier tied to relative share price performance (as compared to the Nasdaq Biotechnology Index) over the three-year performance period, the impact of which may be to increase or decrease the total number of vested shares underlying the PRSUs by up to 25%.

Named Executive Officer*

Time-Vesting Stock Options

Time-Vesting Restricted Stock Unit Awards

Performance-Vesting Restricted Stock Unit Awards

Richard F. Pops

342,187

—

225,545

Iain M. Brown

113,754

27,877

27,877

Craig C. Hopkinson, M.D.

196,484

48,151

48,151

Blair C. Jackson

155,119

38,014

38,014

David J. Gaffin

118,925

29,144

29,144

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 officers;

✓

application of our 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, 2021

Net Loss — GAAP

$

(48,169

)

Adjustments:

Share-based compensation expense

87,623

Depreciation expense

40,505

Amortization expense

38,148

Income tax effect related to reconciling items

6,994

Non-cash net interest expense

469

Change in the fair value of contingent consideration

1,427

Debt refinancing

2,109

Non-GAAP Net Income

$

129,106

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

2021

1,105,923

—

3,101,695

3,463,250

1,161,220

—

14,500

8,846,588

Chairman and Chief Executive Officer

2020

1,073,712

—

2,551,714

3,489,121

912,655

—

14,500

8,041,702

2019

1,037,400

—

4,221,072

8,384,675

980,000

—

14,000

14,637,147

Iain M. Brown

2021

500,000

—

933,373

1,151,296

287,500

—

14,500

2,886,669

Senior Vice President, Chief Financial Officer

James M. Frates⁽¹⁾

2021

17,343

—

—

—

—

—

194,776

212,119

Former Senior Vice President, Chief Financial Officer

2020

575,460

—

786,717

996,096

—

—

14,500

2,372,772

2019

556,000

—

758,881

1,475,360

278,000

—

14,000

3,082,241

Craig C. Hopkinson, M.D.

2021

670,000

—

1,612,178

1,988,600

442,200

—

14,500

4,727,478

Executive Vice President, Research and

2020

650,000

—

1,298,079

1,643,556

351,000

—

14,500

3,957,135

Development and Chief Medical Officer

2019

621,000

—

895,675

1,737,537

388,125

—

14,000

3,656,337

Blair C. Jackson

2021

540,000

—

1,272,775

1,569,949

372,600

—

14,500

3,769,824

Executive Vice President, Chief Operating Officer

David J. Gaffin

2021

586,250

—

975,790

1,203,632

337,094

—

14,500

3,117,266

Senior Vice President, Chief Legal Officer,

2020

569,250

—

904,709

1,145,513

256,163

—

14,500

2,890,136

Chief Compliance Officer and Secretary

2019

550,000

—

895,675

1,737,537

343,750

—

14,000

3,540,962

(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 2021, 2020 and 2019, 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, 2021 included in the 2021 Annual Report.

(3)

The amounts in column (f) reflect the aggregate grant date fair value of option awards granted during 2021, 2020 and 2019, 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, 2021 included in 2021 Annual Report under the heading “Share-Based Compensation”. For additional details regarding the equity granted to our named executive officers in 2021, see the discussion in the section entitled “Long-Term Incentive Compensation – Annual Equity Grant” 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 performance cash awards paid to our named executive officers for services performed during 2021, 2020 and 2019, as indicated, pursuant to the Alkermes plc Affiliated Company 2021 Reporting Officer Performance Pay Plan (the “2021 Performance Pay Plan”), Alkermes plc Affiliated Company 2020 Reporting Officer Performance Pay Plan and the Alkermes plc Affiliated Company Fiscal Year 2019 Reporting Officer Performance Pay Plan, respectively. The performance cash award amounts paid to our named executive officers for services in 2021 as compared to their target performance cash awards for 2021 reflect 105% of target for Mr. Pops, 110% of target for Dr. Hopkinson and 115% of target for Messrs. Brown, Gaffin and Jackson. Mr. Frates terminated his employment with the Company in January 2021 and was therefore not eligible to receive a performance cash award for 2020 or 2021.

(5)

The amounts in column (i) reflect the Company’s match on contributions made by the named executive officers to our 401(k) Plan. Column (i) for Mr. Frates also includes $192,009 for unused vacation time which was paid to Mr. Frates in 2021.

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

2/22/2021

—

—

—

—

—

—

—

342,187

19.73

3,463,250

2/22/2021

—

—

—

—

225,545

422,897

—

—

—

3,101,695

N/A

—

1,105,923

2,211,846

—

—

—

—

—

—

—

Iain M. Brown

2/22/2021

—

—

—

—

—

—

27,877