☒

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

12

Item 12.

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

54

Item 13.

Certain Relationships and Related Transactions, and Director Independence

57

Item 14.

Principal Accountant Fees and Services

58

PART IV

Item 15.

Exhibits and Financial Statement Schedules

59

SIGNATURES

66

Emily Peterson Alva

Age: 48

Experience: Ms. Alva is an experienced financial, strategic and business advisor to founders, boards and leadership teams of notable companies globally. Over more than two decades, she has advised large public and private companies facing complex strategic decisions, and has led the resulting mergers and acquisitions (“M&A”) and transactions that followed. Ms. Alva previously served as an investment banker at Lazard, a global leader in financial and M&A advisory work, where she worked from 1997 to 2013, most recently as an M&A Partner. During her Lazard tenure and in the years since, Ms. Alva has worked with boards experiencing growth, transition or turmoil and led them through business, financial and strategic evaluations and complex transactions ranging from M&A, capital structure optimization, capital deployment and balance sheet management, capital raising, financial restructurings and turnarounds, asset and portfolio evaluations and business repositionings aligned with value creation and risk mitigation for stakeholders. Today Ms. Alva is a Strategic Advisor to the Chief Executive Officer and the board of directors of Constellis, a defense contractor and provider of global security solutions, a role she has held since 2021. Ms. Alva currently serves on the boards of directors of Amneal Pharmaceuticals, a public pharmaceutical company, Robotic Research, LLC, a private autonomous technology company, and the Mission Society of New York City, a landmark nonprofit. Ms. Alva received a B.A. in Economics from Barnard College, Columbia University.

Qualifications and Skills: Ms. Alva brings to our Board M&A expertise with unique experience leading complex transactions and evaluations for boards and leadership teams of companies. 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.

Shane M. Cooke

Age: 60

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: 56

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. He previously served as a director of The Boston Company and Mellon. Mr. Daglio also previously served on the board of directors of Total Brain Ltd., a publicly-traded neuroscience software company, from January 2020 to December 2022 prior to its acquisition by SonderMind Inc. 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 prior service on the board of directors and remuneration committee of Total Brain Ltd.

Director since: December 2020

Current Public Company Boards:

None

Richard B. Gaynor, M.D.

Age: 73

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: 64

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 Cato T. Laurencin Institute for 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: 61

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 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: 61

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 U.S. Food and Drug Administration (“FDA”) and Biomedical Research Committee, Mr. Pops is an influential industry leader on 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: 71

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: 64

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

Christopher I. Wright, M.D., Ph.D.

Age: 57

Experience: Since February 2023, Dr. Wright has served as Chief Medical Officer, Head of Translational Research at Ring Therapeutics (“Ring”), a company focused on revolutionizing gene therapy with its commensal virome platform. Prior to joining Ring, Dr. Wright served as Senior Vice President, Chief Medical Officer of AavantiBio, Inc., a company focused on development of precision gene therapies for the treatment of debilitating diseases, from May 2021 through its acquisition by Solid Biosciences Inc. in December 2022. From April 2019 to March 2021, Dr. Wright served as Senior Vice President, Chief Medical Officer of Cyclerion Therapeutics, Inc. (“Cyclerion”), a publicly-traded spin-off from Ironwood Pharmaceuticals, Inc. (“Ironwood”), where he led global development functions across therapeutic areas. From March 2017 to April 2019, Dr. Wright served as Senior Vice President, Chief Development Officer of Ironwood. Prior to that, Dr. Wright served as Senior Vice President, Chief Medical Officer of Axcella Health Inc. and Senior Vice President of Global Medicines Development and Affairs at Vertex Pharmaceuticals Incorporated, where he led global development functions across therapeutic areas. Dr. Wright was previously an Associate Professor of Neurology at Harvard Medical School and was a practicing neurologist at Brigham and Women’s Hospital for 20 years. He currently serves as a Scientific Advisor for Cyclerion. Dr. Wright earned his A.B. in Biochemical Sciences from Harvard University, his M.D. in Medicine and Neuroscience from Harvard Medical School, his Ph.D. in Neuroanatomy from Vrije Universiteit and his MMSc. in Clinical Investigation from Harvard Medical School.

Qualifications and Skills: Dr. Wright is a highly accomplished scientific and medical leader in the academic and biopharmaceutical communities with nearly three decades of drug development, clinical and medical research experience in diseases of the central nervous system. The Board benefits from his significant expertise in the field of neuroscience, his extensive service in executive leadership positions at publicly-traded companies overseeing global drug development functions across therapeutic areas, including regulatory affairs, clinical development and operations, and pharmaceutical development, and securing approval of new therapies, and his background as a practicing neurologist.

Director since: May 2022

Current Public Company Boards:

None

Nancy J. Wysenski

Age: 65

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

54

Senior Vice President, Chief Financial Officer

David J. Gaffin

51

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

Craig C. Hopkinson, M.D.

55

Executive Vice President, Research and Development and Chief Medical Officer

Blair C. Jackson

50

Executive Vice President, Chief Operating Officer

Michael J. Landine

69

Senior Vice President, Corporate Development and Chief Risk Officer

C. Todd Nichols

54

Senior Vice President, Chief Commercial Officer

Richard F. Pops

61

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

Executive Vice President, Chief Legal Officer and Chief Compliance Officer;

Secretary of Alkermes plc

Appointment to Current Position(s):

July 2022

Experience: Prior to assuming his current positions, Mr. Gaffin served as Senior Vice President, Chief Legal Officer and Chief Compliance Officer of Alkermes, Inc. and Secretary of the Company from March 2018 to July 2022. Prior to that, 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; Senior Vice President and Chief Legal Officer of Alkermes, Inc. from May 2016 to December 2017; Vice President, U.S. General Counsel of Alkermes, Inc., from January 2014 to May 2016; and 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. Dr. Hopkinson served on the board of directors of Albireo Pharma, Inc., a publicly-traded biopharmaceutical company, from December 2022 through its acquisition by Ipsen in March 2023.

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

David J. Gaffin

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

Craig C. Hopkinson, M.D.

Executive Vice President, Research and Development and Chief Medical Officer

Blair C. Jackson

Executive Vice President, Chief Operating Officer

COVID-19 Ongoing Impact and Response

In 2022, 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. While we have taken actions to mitigate the impacts of the pandemic on our commercial activities, including adoption of virtual engagements and expansion of our injection site network to facilitate patient access to our marketed products, sales of our proprietary injectable products and certain third-party products from which we receive revenue continued to be negatively impacted in 2022.

•

Executed commercial launch strategy for LYBALVI, our oral antipsychotic product for the treatment of adults with schizophrenia or bipolar I disorder, and generated annual net sales of $96 million, which exceeded sell-side analyst consensus and the high end of our annual net sales financial expectations.

•

Generated total revenues of $1.11 billion, driven by 24% year-over-year growth in proprietary product net sales ($777 million).

•

Achieved VIVITROL annual net sales of $379 million, which was toward the high end of our annual net sales financial expectations and represented a 10% year-over-year increase.

•

Achieved ARISTADA annual net sales of $302 million, which is toward the midpoint of our annual net sales financial expectations and represented a 10% year-over-year increase.

•

Achieved GAAP net loss of $158 million, toward the low end of our most recent annual GAAP net loss financial expectations and non-GAAP net income of $58 million, exceeding the high end of our annual non-GAAP net income financial expectations, as increased in October 2022. See the section entitled “GAAP to Non-GAAP Reconciliation” on page 39 of this Amendment for a reconciliation of this generally accepted accounting principles in the U.S. (“GAAP”) to non-GAAP financial measure.

•

Announced decision to explore separation of our oncology business and neuroscience business, following strategic review and assessment.

•

Achieved order fulfillment levels for each of VIVITROL, ARISTADA and LYBALVI in excess of 99%, despite the challenges posed by the COVID-19 pandemic on our manufacturing site operations.

•

Received no critical findings from regulatory authority inspections or audits of our manufacturing facilities.

•

Initiated phase 1 first-in-human study for ALKS 2680, our orexin 2 receptor agonist, enrolling initial cohorts and dosing subjects well ahead of anticipated timelines.

•

Received positive IDMC (independent data monitoring committee) risk/benefit recommendation supporting continuation of ARTISTRY-6, our phase 2 potential registrational study of nemvaleukin for the treatment of mucosal melanoma.

•

Announced positive topline results from ENLIGHTEN-Early, a phase 3b study that evaluated the effect of LYBALVI compared to olanzapine on body weight in young adult patients with schizophrenia or bipolar I disorder who were early in their illness.

•

Presented nemvaleukin data from ARTISTRY-1, a phase 1/2 study evaluating the safety, tolerability and efficacy of nemvaleukin administered intravenously as a monotherapy and in combination with pembrolizumab (KEYTRUDA^®) at ASCO conference.

•

Increased our diversity, inclusion and belonging (“DIB”)-related education, awareness and training programs and worked with our employee resource groups to enhance our benefits and human resources policies to support recruitment and retention of diverse talent.

•

Published our 5^th Corporate Responsibility Report, disclosing our DIB initiatives, employee wellness and career development programs and environmental, health and safety performance data.

•

Awarded Alkermes Inspiration Grants Program^® grants totaling over $500,000 to nine nonprofit organizations working to address the needs of people living with alcohol dependence, opioid dependence, schizophrenia, bipolar I disorder or cancer, with a focus on unmet needs in historically under-resourced or underrepresented communities with longstanding and widespread health disparities.

Utilized a peer group that reflects our company profile

Updated our peer group to align with our Company profile, including 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.  

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

2022 STIP. Enhanced STIP design to include objective, pre-determined financial and commercial (50% weighting), pipeline (40% weighting) and corporate responsibility (10% weighting) objectives. For additional information on the 2022 STIP, see the section entitled “2022 STIP Design In Line with Shareholder Feedback” on page 23 of this Amendment.

Enhanced disclosure around determination of STIP payouts

Enhanced our Compensation Discussion and Analysis disclosure to indicate the manner in which our company performance against the Company’s annual corporate objectives and our named executive officers’ (other than the Chief Executive Officer (“CEO”)) individual performance translated into annual STIP payouts for each of our named executive officers.

Expanded use of performance-based equity

Structured our executive compensation to ensure that a majority of the total target value of our CEO’s 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 of our named executive officers.

Tied long-term incentive plan (“LTIP”) metrics to shareholder value creation

2022 LTIP. Incorporated three-year financial (40% weighting), commercial (30% weighting) and pipeline (30% weighting) performance goals that are distinct from the annual corporate objectives utilized in our 2022 STIP and 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 2022 LTIP, see the section entitled “2022 LTIP Design In Line with Shareholder Feedback” on page 31 of this Amendment.

Linked long-term profitability to executive compensation

2022 LTIP. Included long-term profitability financial goal (40% weighting) in line with targets announced in February 2022 for fiscal year (“FY”) 2024 (non-GAAP net income margin* in the range of 15-20% of the Company’s total revenues). For additional detail, see the section entitled “2022 LTIP Design In Line with Shareholder Feedback” beginning on page 31 of this Amendment.

* See the section entitled “GAAP to Non-GAAP Reconciliation” on page 39 of this Amendment for information regarding this non-GAAP financial target.

2022 STIP. Added operational efficiency target designed to incentivize progress in 2022 toward achievement of the Company’s long-term profitability targets. For additional detail, see the section entitled “2022 Corporate Objectives” beginning on page 23 of this Amendment.

2023 LTIP. Included financial performance goal tied to the revised long-term profitability targets announced by the Company in February 2023.

Incorporated ESG matters into the Company’s compensation plans

2022 STIP. Included two corporate responsibility objectives, one related to advancement of our ESG strategy and initiatives, with underlying performance metrics focused on social responsibility, human capital development and succession planning, ESG awareness and reporting, and the other related to DIB, with underlying performance metrics focused on pay practices, diversity representation, education and awareness and impact of the Company’s employee resource groups (“ERGs”) and other DIB initiatives. For additional detail, see the section entitled “2022 Company Performance Assessment” beginning on page 24 of this Amendment.

Expanded scope of Clawback Policy

In May 2021, expanded our Clawback policy to apply to certain cash-based compensation in addition to equity-based compensation. For additional details, see the section entitled “Clawback Policy” on page 35 of this Amendment.

Key Features of Our Executive Compensation Program

☑

Alignment of executive pay with performance

☑

No excessive perquisites

☑

Annual advisory vote on executive compensation program

☑

Share ownership and holding guidelines for executive officers and directors

☑

Annual use of performance-based equity awards for all executive officers

☑

Prohibition of hedging and pledging by executive officers and directors

☑

Significant portion of CEO and other executive compensation is “at-risk”

☑

Clawback policy in respect of equity compensation and certain cash compensation

☑

Incorporation of ESG considerations into STIP

☑

No guaranteed bonuses or base salary increases

☑

Incorporation of profitability and relative TSR metrics 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 2022 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 named 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 2022, see the section entitled “Short-Term Incentive Plan – 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 named executive officers to focus on the Company’s ongoing and future activities and, in this context, 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 that are aligned with our corporate strategy and the creation of long-term value for the Company and its shareholders. For information about long-term equity awards granted to our named executive officers in 2022, see the section entitled “Long-Term Incentive Compensation - Annual Equity Grant” beginning on page 29 of this Amendment.

2022 STIP (Annual Bonus)

2022 LTIP (Performance-Based Equity)

ALIGNMENT OF PAY AND PERFORMANCE

Structure a significant 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 $400 million to $4 billion as of August 2021

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 $1.5 billion to $12 billion, based on our 30-day average market capitalization as of August 6, 2021

Number of employees

Employee headcount of approximately 0.3 times to 3.0 times our then-current headcount, resulting in a range of 800 to 7,000 employees as of August 2021

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.

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

Removed:

-bluebird bio, Inc.

-Endo International plc

-Nektar Therapeutics

-Seagen Inc.

Added:

+Alnylam Pharmaceuticals, Inc.

+Blueprint Medicines Corporation

+PTC Therapeutics, Inc.

+Ultragenyx Pharmaceutical Inc

Acadia Pharmaceuticals Inc.

Alnylam Pharmaceuticals, Inc.

Blueprint Medicines Corporation

Emergent BioSolutions Inc.

Exelixis, Inc.

Horizon Therapeutics plc

Incyte Corporation

Ionis Pharmaceuticals, Inc.

Ironwood Pharmaceuticals, Inc.

Jazz Pharmaceuticals plc

Neurocrine Biosciences, Inc.

PTC Therapeutics, Inc.

Sage Therapeutics, Inc.

Sarepta Therapeutics, Inc.

Ultragenyx Pharmaceutical Inc.

United Therapeutics Corporation

*All companies in our 2022 peer group, with the exception of Sage Therapeutics, Inc., Sarepta Therapeutics, Inc. and Seagen Inc., included us in their self-selected peer groups, as disclosed in their respective 2022 proxy statements. 2022 peer group tickers: (NYSE: EBS); (Nasdaq: ACAD, BLUE, EXEL, HZNP, INCY, IONS, IRWD, JAZZ, NKTR, NBIX, SAGE, SRPT, SGEN, UTHR); (Other OTC: ENDPQ).

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

Stock Options

Restricted Stock Unit Awards

■

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 during a pre-determined performance period

Named Executive Officer

2021 Base Salary

2022 Base Salary

Approximate % Increase

Richard F. Pops

$1,105,923

$1,144,631

3.5%

Iain M. Brown

$500,000

$550,000

10.0%

David J. Gaffin*

$586,250

$620,000

5.8%

Craig C. Hopkinson, M.D.

$670,000

$693,000

3.5%

Blair C. Jackson

$540,000

$600,000

11.1%

Named Executive Officer

2022 Performance Pay Range

as % of Base Salary

2022 Target Performance Pay as % of Base Salary

Richard F. Pops

0% to 200%

100%

Iain M. Brown

0% to 100%

50%

David J. Gaffin

0% to 120%

60%

Craig C. Hopkinson, M.D.

0% to 120%

60%

Blair C. Jackson

0% to 120%

60%

●

established pre-determined objective quantitative and qualitative metrics to assess performance against each of the Company’s 2022 corporate objectives (see the table entitled “2022 Corporate Objectives: 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:

▪

Profitability: achievement of a non-GAAP net income range and operational efficiency targets designed to support progress in 2022 toward achievement of the Company’s long-term profitability targets;

▪

ESG: advancement of the Company’s ESG strategy and corresponding initiatives, with performance metrics focused on social responsibility, human capital development and succession planning, and ESG awareness and reporting; and

▪

DIB: progress in fostering an environment of diversity, inclusion and belonging, with metrics focused on pay practices, diversity representation, education and awareness and the impacts of the Company’s ERGs and other DIB initiatives.

Corporate

Objective

Metrics Used to Assess Performance

Accomplishments

Assessment

Financial and Commercial Goals: 50% weighting

Achieve financial guidance for non-GAAP net (loss) income (“NGNI”)*

Achieve non-GAAP net (loss) income, as set forth in the first issuance of financial guidance in February 2022

✓+  Exceeded the high end of the non-GAAP net (loss) income range set forth in our first issuance of financial guidance in February 2022 with NGNI of $57.9 million*

* See page 39 of this Amendment for a GAAP to non-GAAP reconciliation of this financial measure

Achieved

Grow use of VIVITROL, ARISTADA and LYBALVI among appropriate patients

Achieve annual net sales and prescriptions targets for each of VIVITROL, ARISTADA and LYBALVI

✓    Generated annual net sales and grew prescriptions, as follows:

▪VIVITROL annual net sales of $379.5 million

▪Increased the number of prescriptions written by prescribers for VIVITROL by 4.5% as compared to 2021

▪ARISTADA annual net sales of $302.1 million

▪Increased the number of prescriptions written by prescribers for ARISTADA by 8.8% as compared to 2021

▪In first full year of launch:

oLYBALVI annual net sales of $96.0 million

oLYBALVI annual prescriptions of 79,084

Achieved

Enhance operational efficiency in support of the Company’s profitability targets

Work with the Financial Operating Committee to identify and implement potential strategic and/or tactical opportunities to increase operational efficiency and/or support achievement of the long-term profitability targets

✓+  Conducted analyses to explore the potential separation of the oncology and neuroscience businesses and, based on such analyses, announced intent to explore separation

✓+ Actively managed headcount throughout the organization, significantly exceeding the attrition factor set forth in the 2022 budget and resulting in savings as compared to budget

✓     Conducted information technology (“IT”) organization strategic evaluation and implemented subsequent restructuring, focused on efficiencies in IT service delivery and capabilities, enterprise solutions and organizational alignment

✓     Initiated new processes in procurement, supply chain and strategic sourcing that drove additional operational efficiencies

Exceeded

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

▪  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 inspections or audits by regulatory authorities (e.g., FDA, Irish Health Products Regulatory Authority (“HPRA”) and U.S. Environmental Protection Agency) of the Company’s manufacturing facilities

✓     Achieved commercial order fulfillment levels in excess of ~99.5%

✓     Successfully adapted to manufacturing challenges that arose during the year

✓     Clinical drug product was available as needed in support of all ongoing clinical trials

✓     No critical findings received following multiple inspections by regulatory authorities, including audits of our facility in Athlone, Ireland by HPRA, Russia and the Gulf Health States, or from audit of our facility in Wilmington, OH by Belarus Health Authority

Achieved

Pipeline Goals: 40% weighting

Complete ALKS 2680 phase 1 first-in-human (“FIH”) study enabling activities, assuming data supports progressing, initiate FIH study

▪  Complete enabling activities for the ALKS 2680 phase 1 FIH study

▪  Assuming data from these enabling activities support progression of ALKS 2680 into a FIH study, initiate such study

✓     Completed ALKS 2680 phase 1 FIH study enabling activities

✓     Initiated phase 1 FIH study

✓+   Dosed first patient in phase 1 FIH study well   ahead of anticipated timelines

✓+   Fully enrolled multiple cohorts in single ascending dose study well ahead of anticipated timelines

Exceeded

Progress registration programs for nemvaleukin’s leading indications to enable targeted upcoming submissions of Biologics License Applications

Progress patient enrollment in registrational studies for nemvaleukin’s leading indications, in each case as defined in the applicable study protocol, including:

For ARTISTRY-6 (melanoma):

▪  Complete sufficient enrollment of the mucosal melanoma cohort to conduct an interim analysis

▪  Complete enrollment of the cutaneous melanoma cohort

in each case as defined in the study protocol

For ARTISTRY-7 (platinum-resistant ovarian cancer):

▪  Complete >20% of full study enrollment as defined in the study protocol

✓     Completed sufficient enrollment of the mucosal melanoma cohort in ARTISTRY-6 to conduct an interim analysis, as prespecified in the study protocol

✘     Did not fully complete enrollment for the cutaneous melanoma cohort of ARTISTRY-6; cohort was ~98% enrolled as of December 31, 2022 and enrollment was completed in early 2023

✘     Did not achieve 20% enrollment for ARTISTRY-7, due primarily to delays in clinical trial site activations

Partially Achieved

Corporate

Objective

Metrics Used to Assess Performance

Accomplishments

Assessment

Corporate Responsibility Goals: 10% weighting

Advance ESG considerations and initiatives in support of the business and continue to enhance external ESG reporting

▪  Advance the Company’s environmental sustainability strategy, including further assessment of baseline environmental impacts and priorities and consideration of potential future reporting/ disclosure frameworks and goals for the Company

▪  Advance the Company’s ESG initiatives, including:

▪  Continue to define social responsibility and corporate giving strategy and guiding principles

▪  Expand leadership assessment and succession planning efforts with focus on retention of key talent

▪  Increase internal awareness of ESG initiatives and measure employee response

▪  Continue to enhance external ESG reporting through publication of a Corporate Responsibility Report or equivalent

✓     Engaged independent third-party vendor to verify environmental data reporting procedures, conduct environmental risk assessments and gap analyses against a range of potential reporting frameworks and anticipated regulations, and assist with assessment of potential future goal setting

✓     Engaged independent third-party vendor to support evaluation and enhancement of ESG considerations within our global supply chain

✓     Established social responsibility and corporate giving guidelines aligned with the Company’s values and therapeutic areas of focus

✓     Completed robust annual talent assessment and succession planning process, including assessment of leadership potential and retention risk, with a focus on senior director level and above talent, and reviewed results of the assessment with the Nominating and Corporate Governance Committee of the Board (the “Nominiating and Corporate Governance Committee”)

✓     Company-wide voluntary attrition rate of 9.5% was below industry benchmarks

✓     Increased awareness of ESG initiatives through company-wide town hall and other internal communication channels and launch of new internal DIB site for employees

✓     Published fifth Corporate Responsibility Report in September 2022, highlighting DIB initiatives, employee wellness programs and career development activities, and environmental, health and safety performance data and related risk management and mitigation activities

Achieved

Corporate

Objective

Metrics Used to Assess Performance

Accomplishments

Assessment

Foster an environment of diversity, inclusion and belonging

▪  Increase the representation of women and people of color at the Company, particularly at senior levels

▪  Establish a framework for measuring the impacts of the Company’s DIB efforts, including:

▪  identification of key diversity metrics, baseline measurements and peer benchmarking data sources

▪  participation in a relevant workplace inclusion index

▪  development of future representation goal

▪  Earn positive employee ratings in respect of perception of DIB efforts

▪  Continue to focus on diversity education and awareness, as measured by employee participation in related training programs and other events

▪  Enhance reach of ERGs through expansion of activities and leadership development

▪  Execute continued evaluation of pay practices and development of action plans to address areas of potential improvement

▪  Grow number of diverse suppliers engaged

✓     Increased the representation of women at senior levels (vice president and above) as compared to 2021 by approximately 10%; representation of people of color across the organization increased slightly

✓     Identified key diversity metrics and benchmarking sources and established internal baseline measurements

✓     Participated in McKinsey Women in the Workplace study and created working group to focus on future participation in workplace inclusion indices

✓     Assessed potential future representation goals  and determined to adopt such a goal following the planned separation of the Company’s neuroscience and oncology businesses

✓     Held multiple DIB-related education and training programs with aggregate attendance of ~2,800 employees across the organization

✓     Expanded ERG membership, programming and related leadership development opportunities and collaborated with ERG leaders to enhance employee benefits and human resource policies to support recruitment and retention of diverse talent

✓     Completed assessment of strategy related to the evaluation of pay practices and developed plans for voluntary and required review and related disclosures

✓     Completed and published initial Irish gender pay gap reporting analysis

✓     Achieved goal of percentage spend with diversity suppliers

Achieved

Named Executive Officers - Individual Contributions

Iain M. Brown                                          

Senior Vice President, Chief Financial Officer

✓   Strong leadership and management of the finance, strategic sourcing, travel & expense and business planning organizations, including reallocation of work to promote operational efficiencies.

✓+ Secured significant savings through procurement and strategic sourcing initiatives and insurance renewals, and continued to drive disciplined investment planning and operating expense management in support of both the achievement of the Company’s 2022 financial expectations and progress toward its long-term profitability targets.  

✓+ Contributed significantly to the assessment, planning and subsequent announcement of the planned separation of the Company’s neuroscience and oncology businesses.

✓  Achieved 100% financial compliance during 2022.

✓   Supported DIB initiatives through talent management efforts, support of pay practice analyses, and participation in ERG activities.

David J. Gaffin                                          

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

✓+ Strong leadership and management of our legal, intellectual property and compliance organizations to provide strategic legal and compliance support across the organization, including in respect of all aspects of drug development and commercialization, business development and public company governance and securities matters; and effectively restructured the legal function to promote efficiencies.

✓+ Effectively managed, and contributed to the handling of, adversarial matters, including the ongoing arbitration proceedings with Janssen, resulting in achievement of a positive interim award in such proceedings, which remain ongoing and subject to issuance of a final award.

✓+ Collaborated cross-functionally on strategies and action plans in respect of manufacturing activities, enhancement of the commercial copy review process and in support of the planned separation of the Company’s neuroscience and oncology businesses.

✓  Conducted extraordinary general meeting of shareholders and secured shareholder approval of a plurality voting standard for contested elections.

✓+ Led extensive shareholder engagement on governance and compensation matters, collaborated with the Board and the Compensation Committee to address shareholder feedback and on continued Board refreshment, and achieved high levels of shareholder support for all annual meeting proposals against the backdrop of ongoing interactions with an activist shareholder.

✓   Supported DIB initiatives through talent management efforts and ERG sponsorship.

Named Executive Officers - Individual Contributions

Craig C. Hopkinson, M.D.                                

Executive Vice President, Research and Development and Chief Medical Officer

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

✓  Contributed significantly to pipeline advancement and commercial product support, including:

✓+  Advanced our early-stage pipeline, including early initiation of the phase 1 FIH clinical study for ALKS 2680, our orexin 2 receptor agonist, well ahead of anticipated timelines.

✓  Progressed the nemvaleukin program through enhanced focus on key vendor performance, strategic collaborations, new site activation and increased site engagement to advance enrollment of our potential registrational studies, ARTISTRY-6 (mucosal melanoma) and ARTISTRY-7 (PROC).

✓  Supported lifecycle management activities for LYBALVI and ARISTADA.

✓  Collaborated cross-functionally on enhancement of the commercial copy review process and in support of R&D expense planning and personnel matters related to the planned separation of the Company’s neuroscience and oncology businesses.  

✓  Supported DIB initiatives through talent management efforts and support of mentorship and educational programming.

Blair C. Jackson                                        

Executive Vice President, Chief Operating Officer

✓+  Strong overall oversight and management of our operations, quality, finance, business development, alliance management, new product planning, data analytics and information technology organizations, including realignment of our Environmental Health Safety and Security function and oversight activities, enhancements to our data analytics capabilities and resolution of manufacturing issues that arose throughout the year.

✓+  Contributed significantly to the assessment, planning and subsequent announcement of the planned separation of the Company’s neuroscience and oncology businesses.

✓+  Supported achievement of the Company’s financial expectations related to profitability through comprehensive review and management of operating expenses, disciplined R&D and SG&A investment planning and review of operations and IT infrastructure to promote process improvements and organizational efficiencies.

✓   Provided corporate strategic input and leadership in support of design and advancement of our early-stage pipeline programs and oversight of our ongoing clinical trial activities.

✓   Supported DIB initiatives, including efforts related to inclusive hiring practices and increased utilization of diverse suppliers.

Named Executive Officer

2022 Performance Payout Amount

2022 Target Performance Pay as a % of Base Salary

2022 Actual Performance Pay as a % of Base Salary

2022 Actual Performance Pay as a % of Target Performance Pay

Richard F. Pops

$

1,144,631

100

%

100

%

100

%

Iain M. Brown

$

302,500

50

%

55

%

110

%

David J. Gaffin

$

446,400

60

%

72

%

120

%

Craig C. Hopkinson, M.D.

$

415,800

60

%

60

%

100

%

Blair C. Jackson

$

432,000

60

%

72

%

120

%

●

for our CEO, approximately 52% 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 25% time-vesting restricted stock unit awards (“RSUs”) and approximately 50% time-vesting stock options, 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 a financial goal (40% weighting), commercial goals (30% weighting) and pipeline goals (30% weighting);

●

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

●

a relative TSR modifier tied to 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

299,044

—

193,382

Iain M. Brown

99,682

24,921

24,921

David J. Gaffin⁽¹⁾

128,494

32,820

32,820

Craig C. Hopkinson, M.D.

139,554

34,889

34,889

Blair C. Jackson

139,554

34,889

34,889

(1)

Amounts shown for Mr. Gaffin include time-vesting stock options, time-vesting RSUs and PRSUs granted in February 2022 as part of the annual grant and in August 2022 in connection with his promotion.

2020 PRSUs

Weighting

(as % of all PRSUs awarded)

Achievements / Date of Determination

Total Vested

(as % of all PRSUs awarded)

Pipeline Goals

1.Deliver topline results from a phase 1 proof of pharmacology study of early-stage candidate

2.Advance ALKS 4230 into a registrational study

3.Submit an Investigational New Drug (IND) application or equivalent for two proprietary product candidates

50% weighting

September 2021

✓ Delivered topline results, including pharmacology data, from Phase 1 Single Ascending Dose study of early-stage candidate

✓ Advanced nemvaleukin alfa (formerly ALKS 4230) into mucosal melanoma registrational study

50% vested

(37.5% in September 2021 and 12.5% in February 2023)

December 2022

✓ IND or equivalent submitted for (i) early-stage candidate and (ii) ALKS 2680

Additional 25% vested

(February 2023)

2020 PRSUs

Performance Period

Comparator Index

At or Below 25^th Percentile

Between 25^th and 75^th Percentile

At or Above 75^th Percentile

Relative TSR Modifier

Jan. 1, 2020 to Dec. 31, 2022

Nasdaq Biotechnology Index (the “IBB Index”)

Reduced by 25%

Reduced / Increased by 1% for every percent that the Company falls below/ above 50^th percentile

Increased by 25%

Company Percentile Compared to IBB Index: 73^rd

Resulting Modifier = Increase total vested shares by 23.28%

2020 PRSUs

% Weighting

Achievement Level

Vesting Schedule

Total Vested

(as % of all PRSUs awarded)

Pipeline Goals

50% weighting

2 of 3 goals achieved

(Sept 2021)

37.5% in Sept 2021

12.5% in February 2023

75%

3rd of 3 goals achieved

(Dec 2022)

Additional 25% in February 2023

Commercial Goal

50% weighting

Below Threshold

None

0%

Payout (% of Target)

75%

x

Relative TSR Modifier

+/- 25% multiplier

73^rd percentile of IBB Index

February 2023

1.2328x

Actual Payout (% of Target)

92.46%

Named Executive Officer

2020 PRSU Target Shares

2020 PRSUs Total Earned Shares*

Richard F. Pops

217,817

201,395

Iain M. Brown

18,356

16,970

David J. Gaffin

28,145

26,023

Craig C. Hopkinson, M.D.

40,382

37,338

Blair C. Jackson

18,356

16,970

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, 2022

Net Loss — GAAP

$

(158,267

)

Adjustments:

Share-based compensation expense

94,253

Depreciation expense

41,498

Amortization expense

36,363

Legal settlement

15,905

Separation expense

1,355

Income tax effect related to reconciling items

2,254

Non-cash net interest expense

466

Change in the fair value of contingent consideration

24,032

Non-GAAP Net Income

$

57,859

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

2022

1,144,631

—

4,157,121

3,852,539

1,144,631

—

15,250

10,314,172

Chairman and Chief Executive Officer

2021

1,105,923

—

3,101,695

3,463,250

1,161,220

—

14,500

8,846,588

2020

1,073,712

—

2,551,714

3,489,121

912,655

—

14,500

8,041,702

Iain M. Brown

2022

550,000

—

1,160,755

1,284,189

302,500

—

15,250

3,312,694

Senior Vice President, Chief Financial Officer

2021

500,000

—

933,373

1,151,296

287,500

—

14,500

2,886,669

David J. Gaffin

2022

614,201

(1)

—

1,533,595

1,682,506

446,400

—

15,250

4,291,952

Executive Vice President, Chief Legal Officer,

2021

586,250

—

975,790

1,203,632

337,094

—

14,500

3,117,266

Chief Compliance Officer and Secretary

2020

569,250

—

904,709

1,145,513

256,163

—

14,500

2,890,136

Craig C. Hopkinson, M.D.

2022

693,000

—

1,625,016

1,797,854

415,800

—

15,250

4,546,920

Executive Vice President, Research and

2021

670,000

—

1,612,178

1,988,600

442,200

—

14,500

4,727,478

Development and Chief Medical Officer

2020

650,000

—

1,298,079

1,643,556

351,000

—

14,500

3,957,135

Blair C. Jackson

2022

600,000

—

1,625,016

1,797,854

432,000

—

15,250

4,470,120

Executive Vice President, Chief Operating Officer

2021

540,000

—

1,272,775

1,569,949

372,600

—

14,500

3,769,824

(1)

This amount reflects a base salary of $607,250 prior to Mr. Gaffin’s July 2022 promotion and a base salary of $620,000 following such promotion.

(2)

The amounts in column (e) reflect the aggregate grant date fair value of stock awards granted during 2022, 2021 and 2020, 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, 2022 included in our 2022 Annual Report.

(3)

The amounts in column (f) reflect the aggregate grant date fair value of option awards granted during 2022, 2021 and 2020, 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, 2022 included in our 2022 Annual Report under the heading “Share-Based Compensation”. For additional details regarding the equity granted to our named executive officers in 2022, see the discussion in the section entitled “Long-Term Incentive Compensation – Annual Equity Grant” beginning on page 29 of this Amendment.

(4)

The amounts in column (g) reflect the performance cash awards paid to our named executive officers for services performed during 2022, 2021 and 2020, as indicated, pursuant to the Alkermes plc Affiliated Company 2022 Reporting Officer Performance Pay Plan (the “2022 Performance Pay Plan”), the Alkermes plc Affiliated Company 2021 Reporting Officer Performance Pay Plan and the Alkermes plc Affiliated Company 2020 Reporting Officer Performance Pay Plan, respectively. The performance cash award amounts paid to our named executive officers for services in 2022 as compared to their target performance cash awards for 2022 reflect 100% of target for Mr. Pops and Dr. Hopkinson, 110% of target for Mr. Brown and 120% of target for Messrs. Gaffin and Jackson.

(5)

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

Estimated Future Payouts Under

Non-Equity Incentive Plan Awards

Estimated Future Payouts Under

Equity Incentive Plan Awards

All Other Stock Awards: Number of

All Other Option Awards: Number of Securities

Exercise or Base Price of

Grant Date Fair Value of Stock and

Name

Grant

Date

Grant

Action Date

Threshold

($)

Target

($)

Maximum

($)

Threshold

(#)

Target

(#)

Maximum

(#)

Shares

or Units

(#)

Underlying Options

(#)

Option Awards

($/Sh)

Option Awards

($)

(a)

(b)

(b)⁽¹⁾

(c)

(d)⁽²⁾

(e)⁽²⁾

(f)

(g)⁽³⁾

(h)⁽³⁾

(i)⁽⁴⁾

(j)⁽⁵⁾

(k)

(l)⁽⁶⁾

Richard F. Pops

2/18/2022

2/14/2022

—

—

—

—

—

—

—

299,044

25.08

3,852,539

2/18/2022

2/14/2022

—

—

—

—

193,382

362,591

—

—

—

4,157,121

N/A

N/A

—

1,144,631

2,289,262

—

—

—

—

—

—

—

Iain M. Brown

2/18/2022

2/14/2022

—

—

—

—

—

—

24,921

—

—

625,019

2/18/2022

2/14/2022

—

—

—

—

—

—

—

99,682

25.08

1,284,189

2/18/2022

2/14/2022

—

—

—

—

24,921

46,727

—

—

—

535,736

N/A

N/A

—

275,000

550,000

—

—

—

—

—

—

—

David J. Gaffin

2/18/2022

2/14/2022

—

—

—

—

—

—

24,921

—

—

625,019

2/18/2022

2/14/2022

—

—

—

—

—

—

—

99,682

25.08

1,284,189

2/18/2022

2/14/2022

—

—

—

—

24,921

46,727

—

—

—

535,736

8/3/2022

8/1/2022

—

—

—

—

—

—

7,899

—

—

200,003

8/3/2022

8/1/2022

—

—

—

—

—

—

—

28,812

25.32

398,317

8/3/2022

8/1/2022

—

—

—

—

7,899

14,811

—

—

—

172,837

N/A

N/A

—

372,000

744,000

—

—

—

—

—

—

—

Craig C. Hopkinson, M.D.

2/18/2022

2/14/2022

—

—

—

—

—

—

34,889

—

—

875,016

2/18/2022

2/14/2022

—

—

—

—

—

—

—

139,554

25.08

1,797,854

2/18/2022

2/14/2022

—

—

—

—

34,889

65,417

—

—

—

750,000

N/A

N/A

—

415,800

831,600

—

—

—

—

—

—

—

Blair C. Jackson

2/18/2022

2/14/2022

—

—

—

—

—

—

34,889

—

—

875,016

2/18/2022

2/14/2022

—

—

—

—

—

—

—

139,554

25.08

1,797,854

2/18/2022

2/14/2022

—

—

—

—

34,889

65,417

—

—

—

750,000

N/A

N/A

—

360,000

720,000

—

—

—

—

—

—

—

(1)

The Grant Action Date represents the date on which the Compensation Committee took action to grant the applicable award.

(2)

Represents the target and maximum amounts that could have been earned by each named executive officer under the 2022 Performance Pay Plan for the performance period of January 1, 2022 to December 31, 2022. 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 and Messrs. Gaffin and Jackson 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 Mr. Brown 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 2022 Performance Pay Plan. For more information, see the discussion in the section entitled “Short-Term Incentive Compensation – Annual Cash Performance Pay” beginning on page 22 of this Amendment, and see the Summary Compensation Table on page 40 of this Amendment for the actual cash performance pay amounts paid to our named executive officers for performance during 2022.

(3)

Represents the target and maximum payouts for the 2022 PRSUs granted under the 2018 Plan that, in order to vest, require achievement of certain financial, commercial and pipeline performance conditions over a three-year performance period and are subject to a relative TSR modifier at the end of the same performance period. For additional detail, see the section entitled “Long-Term Incentive Compensation – Annual Equity Grant” beginning on page 29 of this Amendment. No dividend equivalents are paid on unvested restricted stock unit awards.

(4)

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.

(5)

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.

(6)

Represents the estimated grant date fair value of stock options and restricted stock unit awards granted to the named executive officers during 2022 computed in accordance with ASC 718. Assumptions used in the calculation of the fair value of option awards granted by us during 2022 are included in footnote 2 “Summary of Significant Accounting Policies” to our consolidated financial statements for the year ended December 31, 2022 included in our 2022 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)⁽¹³⁾

(i)

(j)⁽¹³⁾

Richard F. Pops

—

—

—

—

—

32,400

(4)

846,612

—

—

—

—

—

—

—

119,713

(9)

3,128,101

—

—

—

—

—

—

—

—

—

157,882

(10)

4,125,457

—

—

—

—

—

—

—

135,368

(11)

3,537,166

300,000

—

—

33.72

5/28/2023

—

—

—

—

230,000

—

—

47.16

3/3/2024

—

—

—

—

200,000

—