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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION — DATED MAY 19, 2023
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
(Amendment No. 1)
 
 
Filed by the Registrant  ☒
Filed by a Party other than the Registrant  ☐
Check the appropriate box:
 
Preliminary Proxy Statement
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
Definitive Proxy Statement
 
Definitive Additional Materials
 
Soliciting Material Pursuant to §240.14a-12
ALKERMES PLC
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply)
 
No fee required
 
Fee paid previously with preliminary materials
 
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
 
 
 


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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION — DATED MAY 19, 2023

 

 

 

LOGO

2023 Proxy Statement and

Notice of Annual General Meeting

 

LOGO


Table of Contents

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION — DATED MAY 19, 2023

 

LOGO

Registered in Ireland—No. 498284

NOTICE OF 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS SCHEDULED TO BE HELD [], 2023

To the Shareholders of Alkermes plc:

The 2023 Annual General Meeting of Shareholders (including any adjournments or postponements thereof, the “Annual Meeting”) of Alkermes plc (the “Company” or “Alkermes”), a company incorporated under the laws of Ireland, is scheduled to be held on [], 2023 at [] p.m., Irish Standard Time, at [] for the following purposes:

 

  1.

To elect seven directors to serve on the Company’s Board of Directors (the “Board”) from those individuals validly nominated by the Board or by any shareholder of the Company for election at the Annual Meeting in accordance with the Company’s articles of association (the “Articles of Association”).

 

  2.

To approve, in a non-binding, advisory vote, the compensation of the Company’s named executive officers.

 

  3.

To ratify, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as the independent auditor and accounting firm of the Company and to authorize, in a binding vote, the Audit and Risk Committee of the Board to set the independent auditor and accounting firm’s remuneration.

 

  4.

To approve the Alkermes plc 2018 Stock Option and Incentive Plan, as amended.

 

  5.

To renew Board authority to allot and issue shares under Irish law.

 

  6.

To renew Board authority to disapply the statutory pre-emption rights that would otherwise apply under Irish law.

 

  7.

To transact such other business as may properly come before the meeting and any adjournments or postponements thereof.

Proposal 1 relates solely to the election of seven directors. In addition to the seven director nominees nominated by the Board for election, Sarissa Capital Offshore Master Fund LP (“Sarissa Offshore” and together with its affiliates and associates, “Sarissa”) has provided notice to the Company of its intent to nominate three director nominees for election and such notice has not been withdrawn as of the time of filing of the proxy statement accompanying this notice (the “Time of Filing”). Accordingly, the number of individuals who were, at the Time of Filing, nominated in accordance with the Articles of Association for election or re-election as directors exceeded the number of directors to be elected at the Annual Meeting in accordance with Articles 114 and 149 of our Articles of Association. Therefore, the provisions of Article 151.2 of the Articles of Association that provide for plurality voting (i.e., election of the director nominees receiving the highest number of votes cast “FOR” such nominees) in the event of a contested election will apply with respect to Proposal 1 (and such provisions will apply even if the nomination of any or all of the Sarissa director nominees is withdrawn at or before the Annual Meeting). A separate resolution will be presented at the Annual Meeting for each of the director nominees and, in accordance with the Articles of Association, those seven director nominees receiving the highest number of votes cast in person or by proxy “FOR” their respective resolutions will be elected as the seven directors. “WITHHOLD” votes with respect to any director nominees will have no effect on the election outcome (a “WITHHOLD” is functionally equivalent to an “ABSTAIN” under Irish law).

 

     ALKERMES PLC        Notice of 2023 Annual Meeting  


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Proposals 2 through 5 are ordinary resolutions under Irish law, requiring the affirmative vote of a majority of the votes cast (in person or by proxy) on each resolution at the Annual Meeting for approval. Proposal 6 is a special resolution under Irish law, requiring the affirmative vote of the holders of at least 75% of the votes cast (in person or by proxy) at the Annual Meeting for approval. The foregoing items of business are more fully described in the proxy statement accompanying this notice. Shareholders as of [], 2023, the record date for the Annual Meeting, are entitled to notice of and to vote at the Annual Meeting.

During the Annual Meeting, following a review of the Company’s affairs, management will present the Company’s Irish statutory financial statements for the year ended December 31, 2022, and the reports of the directors and the independent auditor and accounting firm thereon. There is no requirement under Irish law that the Irish statutory financial statements be approved by shareholders, and no such approval will be sought at the Annual Meeting.

YOUR VOTE IS VERY IMPORTANT. It is important that your voice be heard and your shares be represented at the Annual Meeting whether or not you are able to attend. We encourage you to cast your vote promptly so that your shares will be represented and voted at the meeting. Any shareholder entitled to attend, speak and vote at the Annual Meeting may appoint one or more proxies, who need not be a shareholder of record of the Company. If you wish to appoint as proxy any person other than the individuals specified on the Company’s proxy card, you may do so by contacting the Company Secretary at Alkermes plc, Connaught House, 1 Burlington Road, Dublin 4, Ireland, D04 C5Y6, Attention: Company Secretary or by delivering to the Company Secretary a proxy card in the form mailed to you or in the form set forth in Section 184 of the Irish Companies Act 2014. Your appointed proxy must attend the Annual Meeting in person in order for your votes to be cast. We recommend that you review the further information on the process for, and deadlines applicable to, voting and appointing a proxy under the section entitled “General Information about the Meeting and Voting” commencing on page 15 of the proxy statement accompanying this notice.

By Order of the Board of Directors.

DAVID J. GAFFIN

Secretary

Dublin, Ireland

[], 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON [], 2023. This notice, the accompanying proxy statement and the Company’s Annual Report for the year ended December 31, 2022 are available at http://www.proxydocs.com/ALKS. These materials are also available free of charge on the Investors section of our website at www.alkermes.com. Because we have elected to utilize the “full set delivery” option for proxy materials related to the Annual Meeting, we are delivering paper copies of our proxy materials to our shareholders as of the Record Date.

The Company’s Irish statutory financial statements for the year ended December 31, 2022, including the related reports thereon, are available on the Annual Reports page of the Investors section of our website at www.alkermes.com.

If you are a shareholder of record, you may vote by Internet or submit your proxy by telephone prior to the closing of the polls at the Annual Meeting, or, if you elect to vote by mail, your validly executed proxy card must be received by the Inspector of Elections at the Annual Meeting prior to the closing of the polls at the Annual Meeting. If your ordinary shares are held through a bank, broker or other nominee, please follow the voting instructions and timelines for voting provided by such bank, broker or other nominee in order for your shares to be voted.

 

     ALKERMES PLC        Notice of 2023 Annual Meeting  


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IMPORTANT

Sarissa Offshore has provided notice to the Company of its intent to nominate three director candidates for election to the Board at the Annual Meeting in accordance with the Articles of Association. You may receive proxy solicitation materials from Sarissa. The Company is not responsible for the accuracy of any information contained in any solicitation materials filed or disseminated by or on behalf of Sarissa or any of its representatives or affiliates.

THE BOARD DOES NOT ENDORSE SARISSA’S DIRECTOR NOMINEES. THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE BOARD’S DIRECTOR NOMINEES ONLY BY USING THE ENCLOSED WHITE PROXY CARD. THE BOARD ALSO RECOMMENDS THAT YOU DISREGARD ANY MATERIALS, AND DO NOT SIGN, RETURN OR VOTE ON ANY BLUE PROXY CARD SENT TO YOU BY OR ON BEHALF OF SARISSA. If you have already voted using a blue proxy card sent to you by Sarissa, you may revoke it by voting using the enclosed WHITE proxy card or through any other means of voting set forth on your proxy card. Only your latest dated, validly executed proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting.

Please note that your proxy card looks different this year than in prior years. Because of new regulations of the U.S. Securities and Exchange Commission requiring a “universal proxy card”, the Company’s proxy card is required to list all of Sarissa’s director nominees in addition to the Board’s director nominees. As a result, your proxy card has more director nominee names listed on the proxy card than there are available director positions for election to the Board at the Annual Meeting. Please mark your card carefully. You should vote “FOR” no more than seven director nominees in total. If you vote “FOR” more than seven director nominees, all of your votes on Proposal 1 will be invalid and, depending on the bank, broker or other nominee through which you holder your shares, your votes cast on all other proposals before the Annual Meeting may also be invalid.

THE BOARD RECOMMENDS VOTING “FOR” THE ELECTION OF ALL SEVEN OF THE BOARD’S DIRECTOR NOMINEES UNDER PROPOSAL 1 (AND NOT MARKING A VOTE WITH RESPECT TO ANY OF SARISSA’S NOMINEES UNDER PROPOSAL 1), AND VOTING “FOR” PROPOSALS 2, 3, 4, 5 and 6, USING THE ENCLOSED WHITE PROXY CARD.

If you have questions about how to vote your shares,

please call the firm assisting us with the solicitation of proxies,

Innisfree M&A Incorporated:

Shareholders may call: +1 (877) 750-8334 (toll-free from the U.S. or Canada)

or +1 (412) 232-3651 (from other countries)

Banks and brokers may call collect: +1 (212) 750-5833

 

     ALKERMES PLC        Notice of 2023 Annual Meeting  


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A Letter from our Board of Directors

 

Dear Fellow Shareholders,

The 2023 Annual General Meeting of Shareholders (including any adjournments or postponements thereof, the “Annual Meeting”) of Alkermes plc (the “Company” or “Alkermes”), is scheduled to be held on [], 2023 at [] p.m., Irish Standard Time, at [].

Your vote will be especially important this year because Sarissa Capital Offshore Master Fund LP (“Sarissa Offshore” and, together with its affiliates and associates, “Sarissa”) has provided notice to the Company of its intent to nominate three directors for election to the Company’s Board of Directors (the “Board”) at the Annual Meeting. The Board and Company management have engaged constructively with Sarissa and the Board has considered each of Sarissa’s director nominees. When determining the Board’s recommendations on the nominees and matters before the Annual Meeting, the Board carefully considered the best interests of the Company and all of its shareholders. THE BOARD HAS DETERMINED NOT TO ENDORSE ANY OF SARISSA’S DIRECTOR NOMINEES AND RECOMMENDS THAT YOU VOTE “FOR” THE BOARD’S DIRECTOR NOMINEES ONLY BY USING THE ENCLOSED WHITE PROXY CARD, AND THAT YOU DO NOT MARK ANY VOTE WITH RESPECT TO SARISSA’S DIRECTOR NOMINEES. If you have already signed any blue proxy card provided by or on behalf of Sarissa, you have every legal right to change your vote by completing, signing and dating the enclosed WHITE proxy card and promptly mailing it in the enclosed pre-addressed envelope or following the instructions on the enclosed WHITE proxy card to vote via the Internet or by telephone. If you are a shareholder of record and you choose to submit your proxy by telephone, please call the toll-free number on your WHITE proxy card. If you are a beneficial owner of shares held through a bank, broker or other nominee, please follow the voting instructions provided by your bank, broker or other nominee to determine whether you may submit voting instructions by telephone or by Internet to your bank, broker or other nominee. Only your latest dated, validly executed proxy will count. IT IS EXTREMELY IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE ANNUAL MEETING.

There are a number of other important proposals for your consideration at the Annual Meeting, including an advisory vote on our executive compensation, ratification of our independent auditors and approval of certain remuneration paid to such auditors, approval of an increase in the number of shares authorized for issuance under our stock option and incentive plan, and renewal of the Board’s Irish share issuance authorities. More information on the Company, the Annual Meeting, and the Board’s recommendations on each matter to be voted on at the Annual Meeting can be found in the enclosed proxy materials or other materials we may send you regarding the Annual Meeting. We encourage you to read these materials carefully when deciding how to vote your shares.

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible so that your voice is heard.

Thank you for your continued support of Alkermes,

Your Board of Directors

 

     ALKERMES PLC        Letter to Shareholders  


Table of Contents

LOGO

Registered in Ireland—No. 498284

PROXY STATEMENT

2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS SCHEDULED FOR [], 2023

 

 

Table of Contents    Page  

PROXY SUMMARY

     3  

GENERAL INFORMATION ABOUT THE MEETING AND VOTING

     15  

BACKGROUND TO THE SOLICITATION

     25  

PROPOSAL 1—ELECTION OF DIRECTORS

     32  

BOARD OF DIRECTORS

     34  

THE ROLE OF THE BOARD AND ITS COMMITTEES

     44  

OTHER CORPORATE GOVERNANCE AND BOARD MATTERS

     50  

DIRECTOR COMPENSATION

     57  

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

     61  

PROPOSAL 2—NON-BINDING, ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

     65  

PROPOSAL 3—NON-BINDING RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR AND ACCOUNTING FIRM; BINDING AUTHORIZATION OF AUDIT AND RISK COMMITTEE TO SET INDEPENDENT AUDITOR AND ACCOUNTING FIRM’S REMUNERATION

     66  

PROPOSAL 4—APPROVAL OF ALKERMES PLC 2018 STOCK OPTION AND INCENTIVE PLAN, AS AMENDED

     67  

PROPOSAL 5—RENEW BOARD AUTHORITY TO ALLOT AND ISSUE SHARES UNDER IRISH LAW

     77  

PROPOSAL 6—RENEW BOARD AUTHORITY TO DISAPPLY THE STATUTORY PRE-EMPTION RIGHTS UNDER IRISH LAW

     79  

REPORT OF THE AUDIT AND RISK COMMITTEE

     81  

AUDIT FEES

     83  

OWNERSHIP OF THE COMPANY’S ORDINARY SHARES

     84  

EXECUTIVE OFFICERS

     87  

EXECUTIVE COMPENSATION—COMPENSATION DISCUSSION AND ANALYSIS

     90  

ADDITIONAL COMPENSATION INFORMATION

     114  

COMPENSATION COMMITTEE REPORT

     117  

EXECUTIVE COMPENSATION TABLES

     118  

PAY VERSUS PERFORMANCE

     130  

PAY RATIO

     133  

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

     134  

EQUITY COMPENSATION PLAN INFORMATION

     135  

OTHER INFORMATION

     136  

APPENDIX A—ALKERMES PLC 2018 STOCK OPTION AND INCENTIVE PLAN, AS AMENDED

     A-1  

APPENDIX B—GAAP TO NON-GAAP RECONCILIATION / NON-GAAP FINANCIAL TARGETS

     B-1  

APPENDIX C—ADDITIONAL INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION

     C-1  

 

     ALKERMES PLC        2023 Proxy Statement        2  


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Proxy Summary

 

 

This proxy summary highlights information that is described in more detail elsewhere in this proxy statement. This summary does not contain all the information you should consider, and you should read the entire proxy statement carefully before voting. Your vote is very important.

General Information

 

2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS
Meeting Date:   [], 2023
Time:   [] p.m., Irish Standard Time
Place:   []
Record Date:   [], 2023
Shares Outstanding (as of Record Date):   []

 

COMPANY INFORMATION
Ticker:   ALKS
Listing Exchange:   Nasdaq Global Select Market
Transfer Agent:   Computershare Trust Company, N.A
Corporate Website:   www.alkermes.com
Investor Relations Website:   investor.alkermes.com
Corporate Governance Documents:   investor.alkermes.com/corporate-governance

YOUR VOTE IS VERY IMPORTANT. Your vote is particularly important this year in light of the proxy contest being conducted by a dissident shareholder. We encourage you to vote as soon as possible so that your shares are represented at the meeting. We urge you to vote TODAY by following the instructions on the enclosed WHITE proxy card to vote via the Internet or by telephone or by completing, signing and dating the enclosed WHITE proxy card and promptly mailing it in the enclosed pre-addressed envelope. If you are a shareholder of record and you choose to submit your proxy by telephone, please call the toll-free number on your WHITE proxy card. If you are a beneficial owner of shares held through a bank, broker or other nominee, please follow the voting instructions provided by your bank, broker or other nominee to determine whether you may submit voting instructions by telephone or by Internet to your bank, broker or other nominee. Returning your WHITE proxy card will not prevent you from voting in person at the Annual Meeting but will ensure that your vote is counted if you are unable to attend.

How to Cast Your Vote

If you are a shareholder of record, you have four ways to vote:

 

LOGO

   Telephone: By calling the toll-free telephone number indicated on your proxy card. Easy-to-follow voice prompts allow you to submit your proxy and confirm your instructions have been properly recorded.

LOGO

   Internet: By going to the Internet website indicated on your proxy card. As with telephone voting, you can confirm that your instructions have been properly recorded.

  LOGO

   Mail: By completing, signing, dating and returning a printed proxy card (or proxy form set out in section 184 of the Companies Act) in the enclosed pre-addressed envelope (which will be forwarded to the Company’s registered address) or by delivery to the Company Secretary at Alkermes plc, Connaught House, 1 Burlington Road, Dublin 4, Ireland D04 C5Y6.

  LOGO

   In Person: By submitting a written ballot in person at the Annual Meeting. To obtain directions to the Annual Meeting, please contact our Investor Relations team at investor_relations@alkermes.com.

 

     ALKERMES PLC        2023 Proxy Statement        3  


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Votes by mail, via the Internet or by telephone must be received by the Inspector of Elections at the Annual Meeting prior to the closing of the polls at the Annual Meeting.

If your ordinary shares are held through a bank, broker or other nominee, please follow the voting instructions provided by such bank, broker or other nominee in order for your shares to be voted. If you do not give instructions to your broker, your broker will not be able to vote your shares with respect to these proposals. We urge you to instruct your broker, bank or other nominee to vote your shares in accordance with the Board’s recommendations. For more information, see the section entitled “General Information About the Meeting and Voting” beginning on page 15 of this proxy statement.

Purpose of this Proxy Statement

The board of directors of Alkermes plc (the “Board”) is soliciting proxies for use at the 2023 annual general meeting of shareholders of Alkermes plc (including any adjournments or postponements thereof, the “Annual Meeting”). This proxy statement contains important information for you to consider when deciding how to vote on matters to be brought before the Annual Meeting. Please read it carefully. This proxy statement is first being made available to our shareholders on or about [], 2023. This proxy statement is also available online at http://www.proxydocs.com/ALKS. The specific proposals to be considered and acted upon at the Annual Meeting are summarized below and described in more detail in this proxy statement.

Index of Frequently Requested Information

 

       
     Page                 Page  
       
Corporate Responsibility and Sustainability     61         Board Diversity Matrix     36  
       
Active Shareholder Engagement     11         Board Skills Matrix     37  
       
Board Refreshment and Tenure     54         Peer Group Selection and Review     98  
       
Overboarding Policy     55         Share Ownership and Holding Guidelines     114  
       
The Board’s Role in Oversight of Risks and Opportunities     44        

Clawback Policy

 

    114  

Voting Matters and Recommendations of the Board

 

Proposals for Consideration   

Board

Recommendation

   Page  
   

1 Election of Directors

  

FOR all of the

Board’s nominees

 

DO NOT MARK A

VOTE with respect to

Sarissa’s nominees

     32  
   

2 Non-Binding, Advisory Vote on Executive Compensation

   FOR      65  
   

3 Non-Binding Ratification of Appointment of Independent Auditor and Accounting Firm and Binding Authorization of Audit and Risk Committee to Set Independent Auditor and Accounting Firm’s Remuneration

   FOR      66  
   

4 Approval of Alkermes plc 2018 Stock Option and Incentive Plan, as amended

   FOR      67  
   

5 Renewal of Board Authority to Allot and Issue Shares under Irish Law

   FOR      77  
   

6 Renewal of Board Authority to Disapply the Statutory Pre-emption Rights under Irish Law

   FOR      79  

 

     ALKERMES PLC        2023 Proxy Statement        4  


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Proposal 1

 

Election of
Directors

   The Board recommends that you vote FOR the election of each of the seven Board
Nominees and do not mark a vote with respect to Sarissa’s director nominees.
   
    

Proposal 1 relates to the election of seven directors. Our Board is asking you to vote, by separate resolutions, to elect each of the seven Board Nominees on the enclosed WHITE proxy card (Emily Peterson Alva, Cato T. Laurencin, M.D., Ph.D., Brian P. McKeon and Christopher I. Wright, M.D., Ph.D. to serve as Class II directors on the Board; and Shane M. Cooke, Richard B. Gaynor, M.D. and Richard F. Pops to serve as Class III directors on the Board (collectively, the “Board Nominees”)), each to hold office for a one-year term until our 2024 annual general meeting of shareholders. Each Board Nominee was nominated for election by our Board upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”) based on an assessment of their unique experience, qualifications, attributes and skills and their ability to devote sufficient time and attention to Board duties and to otherwise fulfill the responsibilities required of directors.

 

In determining the Board Nominees, the Nominating and Corporate Governance Committee and the Board also carefully considered each of the director candidates nominated by Sarissa Capital Offshore Master Fund LP (“Sarissa Offshore” and, together with its affiliates and associates, “Sarissa”, and such nominees collectively, the “Sarissa Nominees”) and the best interests of the Company and its shareholders. THE BOARD HAS DETERMINED NOT TO ENDORSE ANY OF THE SARISSA NOMINEES. THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE SEVEN BOARD NOMINEES ONLY USING THE ENCLOSED WHITE PROXY CARD AND THAT YOU DO NOT MARK ANY VOTES WITH RESPECT TO THE SARISSA NOMINEES.

 

The below table provides summary information about the Board Nominees and our continuing directors.

 

For additional information concerning this proposal, the Board Nominees and the Board, see Proposal 1 beginning on page 32 of this proxy statement and the section entitled “Board of Directors” beginning on page 34 of this proxy statement.

 

Name   

Director

Since

 

Board

Position

 

Audit and

Risk

  Compensation  

Nominating

and Corporate

Governance

 

Financial

Operating

 

BOARD NOMINEES FOR ELECTION

             
Emily Peterson Alva    2021   Member           Member   Member
             
Shane M. Cooke    2018   Member                
             
Richard B. Gaynor, M.D.    2019   Member       Member        
             
Cato T. Laurencin, M.D., Ph.D.    2021   Member           Member    
             
Brian P. McKeon    2020   Member       Member       Chair
             
Richard F. Pops    2011   Chair               Member
             
Christopher I. Wright, M.D., Ph.D.    2022   Member           Member    
 
CONTINUING DIRECTORS
             
David A. Daglio, Jr.    2020   Member   Member           Member
             
Nancy L. Snyderman, M.D.    2016   Member   Member       Chair    
             
Frank Anders Wilson    2019   Member   Chair           Member
             
Nancy J. Wysenski    2013   Lead Ind.       Chair        

 

     ALKERMES PLC        2023 Proxy Statement        5  


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Proposal 2

 

Non-Binding,

Advisory Vote on Executive

Compensation

  

 The Board recommends that you vote FOR Proposal 2.

 

We are asking you to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers for 2022.

 

For additional information, see Proposal 2 beginning on page 65 of this proxy statement.

 

Proposal 3

 

Non-Binding

Ratification of

Appointment of

Independent Auditor

and Accounting Firm

and Binding

Authorization of

Audit and Risk

Committee to Set

Independent Auditor

and Accounting

Firm’s Remuneration

  

 The Board recommends that you vote FOR Proposal 3.

 

We are asking you to ratify, on a non-binding, advisory basis, the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent auditor and accounting firm, and to authorize, on a binding basis, the Audit and Risk Committee of the Board (the “Audit and Risk Committee”) to set PwC’s remuneration.

 

For additional information, see Proposal 3 beginning on page 66 of this proxy statement.

 

Proposal 4

 

Approval of

Alkermes plc 2018

Stock Option and

Incentive Plan, as

Amended

  

 The Board recommends that you vote FOR Proposal 4.

 

We are asking you to approve the Alkermes plc 2018 Stock Option and Incentive Plan, as amended (the “2018 Plan”), as proposed to be further amended to increase the number of ordinary shares that are authorized for issuance thereunder by [] (subject to adjustment for stock splits, stock dividends and similar events) and increase the number of ordinary shares that may be awarded in the form of incentive stock options by the same amount.

 

For additional information, see Proposal 4 beginning on page 67 of this proxy statement.

 

Proposal 5

 

Renewal of Board

Authority to Allot

and Issue Shares

under Irish Law

  

 The Board recommends that you vote FOR Proposal 5.

 

Under Irish law, the directors of an Irish public limited company (“plc”) such as Alkermes must have specific authority from its shareholders to allot and issue any shares, including shares which are part of the company’s authorized but unissued share capital. Our Board’s authority to allot and issue ordinary shares was most recently approved at our 2022 annual general meeting of shareholders (our “2022 Annual Meeting”) and, if not renewed, will lapse on January 7, 2024. We are asking you to renew our Board’s authority to allot and issue shares, up to a maximum of 20% of our issued share capital as at [], 2023, for a period of 18 months in accordance with the terms set forth in Proposal 5. Granting to a company’s board of directors authority to allot and issue shares is routine for Irish plcs such as Alkermes.

 

For additional information, see Proposal 5 beginning on page 77 of this proxy statement.

 

Proposal 6

 

Renewal of Board

Authority to Disapply

the Statutory Pre

-emption Rights under Irish Law

  

 The Board recommends that you vote FOR Proposal 6.

 

Under Irish law, unless otherwise authorized by its shareholders, an Irish plc such as Alkermes generally may not issue shares for cash without first offering those shares on the same or more favorable terms to its existing shareholders on a pro-rata basis. Our Board’s authority to disapply these statutory pre-emption rights and issue new shares for cash was most recently approved at our 2022 Annual Meeting and, if not renewed, will lapse on January 7, 2024. We are asking you to renew our Board’s authority to disapply these statutory pre-emption rights, up to a maximum of 20% of our issued share capital as at [], 2023, for a period of 18 months in accordance with the terms set forth in Proposal 6. Granting authority to disapply these statutory pre-emption rights to a company’s board of directors is routine for Irish plcs such as Alkermes.

 

For additional information, see Proposal 6 beginning on page 79 of this proxy statement.

 

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Business Overview

Alkermes plc (together with its consolidated subsidiaries, “Alkermes” or the “Company” and referred to herein using terms such as “us” or “we”) is a fully-integrated, global biopharmaceutical company that applies its scientific expertise and proprietary technologies to research, develop, manufacture and commercialize, both with partners and on its own, pharmaceutical products that are designed to address unmet medical needs of patients in major therapeutic areas.

Alkermes has a diversified portfolio of marketed products focused on central nervous system disorders, including proprietary products focused on alcohol dependence, opioid dependence, schizophrenia and bipolar I disorder, and a pipeline of product candidates in development for neurological disorders and cancer. Headquartered in Dublin, Ireland, Alkermes has a research and development (“R&D”) center in Waltham, Massachusetts; an R&D and manufacturing facility in Athlone, Ireland; and a manufacturing facility in Wilmington, Ohio.

 

LOGO

In November 2022, as part of an ongoing review of strategic alternatives for the oncology business, we announced our intent to separate our neuroscience and oncology businesses, including a potential separation of the oncology business into an independent publicly-traded company. With the advancement of our lead oncology candidate, nemvaleukin alfa, into potential registration-enabling studies and recent developments in the healthcare industry and regulatory environment, our Board and our leadership believe that separating the oncology business at this time will better enable targeted investment and capital allocation to maximize the potential of each business and that such separation will promote the creation of shareholder value. The separation, if consummated, is expected to be completed in the second half of 2023.

 

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 action 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.

2022 Business Priorities and Highlights

Three strategic priorities guided our management of the business in 2022: commercial execution; advancement of our development pipeline; and a focus on profitability. Underpinning these priorities and the operation of our business is our foundation of strong corporate governance, dedication to patients and to our employees and our commitment to operating in an ethical and responsible manner.

 

LOGO

 

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Consistent with these priorities, 2022 was a year of important accomplishments and new developments for the Company. Highlights included:

Successfully executed our commercial strategy

 

   

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.

Significantly progressed our pipeline programs

 

   

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 alfa (“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 American Society of Clinical Oncology (“ASCO”) conference.

Continued focus on profitability

 

   

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 Appendix B 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.

Maintained operational excellence

 

   

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.

Strengthened our commitment to our people and our stakeholders

 

   

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 5th 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.

 

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Corporate Governance Highlights

We strive to maintain strong corporate governance practices that promote the long-term interests of the Company and our shareholders and strengthen the oversight of our management and our Board. Highlights of these practices include the following:

 

Board and Governance Practices

 

Alignment with Shareholder Interests

   
LOGO   Independent Board (other than our CEO)   LOGO   Designees of two shareholders on our Board:
   
LOGO   Engaged Lead Independent Director    

• Sarissa designee appointed in 2021

   
LOGO   Standing Board committees comprised solely of independent directors    

• Elliott (as defined below) designee appointed in 2020

   
LOGO   Robust director overboarding policy    

• Two additional directors appointed in 2020 with the support of Elliott

   
LOGO   Regular scheduled executive sessions of independent, non-employee directors   LOGO   Active shareholder engagement program with independent director participation
   
LOGO   Annual Board, committee and individual director self-assessments   LOGO   Prohibition of hedging and pledging by executive officers and directors
   
LOGO   Active Board refreshment   LOGO   Alignment of executive pay with performance
   
LOGO   Incorporation of diverse candidates in all director searches   LOGO   Single class of voting shares
   
LOGO   Majority voting standard for uncontested director elections   LOGO   Since 2022, all director elections are for one-year terms
   
LOGO   Plurality voting standard for contested director elections     Compensation Practices
   
LOGO   New director orientation and continuing director education   LOGO   Significant portion of CEO and other executive compensation is “at-risk”
   
LOGO   Board access to senior management and independent advisors   LOGO   Annual advisory vote on executive compensation program
   
LOGO   Board participation in executive succession planning and talent management   LOGO   Annual use of equity awards with performance-based vesting
   
LOGO   Annual review of Corporate Governance Guidelines and other corporate policies   LOGO   Incorporation of ESG (as defined below) considerations into short-term incentive-plan
   
LOGO   Code of Business Conduct and Ethics  

LOGO

  No excessive perquisites
   
LOGO   Annual publication of Corporate Responsibility Report   LOGO   No repricing of stock options
   
LOGO   Share ownership and holding guidelines for executive officers and directors   LOGO  

Clawback policy in respect of equity compensation and certain cash compensation

 

Recent Enhancements to our Corporate Governance Policies and Practices

We regularly review and refine our governance policies and practices based on market best practices, shareholder feedback and the evolving needs of our business. In recent years, we took a number of actions to further enhance our corporate governance policies and practices and our Board structure, composition and diversity, which are described below under “Recent Enhancements to Corporate Governance Policies and Practices”.

 

     ALKERMES PLC        2023 Proxy Statement        9  


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Board of Directors – Overview

Each year, as part of our annual Board evaluation process, the Nominating and Corporate Governance Committee reviews the qualifications and experience of our Board as a whole to ensure alignment with our strategic priorities. The Board Nominees and continuing directors possess significant experience in the areas set forth below. For a listing of qualifications and experience by individual Board member, see the Board skills matrix on page 37 of this proxy statement.

 

LOGO

Our Board is substantially independent, has a strong representation of directors who are diverse in terms of age, self-identified gender and race/ethnicity, and has a mix of newer and longer-tenured directors, providing what we consider to be an appropriate balance of experience, institutional knowledge, fresh perspectives and skillsets. The following graphics reflect the composition of the Board following the Annual Meeting, assuming election of each of the seven Board Nominees.

 

LOGO

For additional information about our Board composition, including specific qualifications and experience of, and other information about, the Board Nominees and continuing directors, see the section entitled “Director Diversity, Qualifications and Experience” beginning on page 36 of this proxy statement.

Continued Board Refreshment Highlights

 

   

In May 2022, appointed a new, independent director, Christopher I. Wright, M.D., Ph.D., to the Board, adding to the Board’s diversity of background, expertise, and race/ethnicity.

 

   

Since 2019, appointed a total of seven new, independent directors, further strengthening the Board’s expertise in areas of importance to our business strategy and diversity of gender and race/ethnicity.

 

   

Effective July 2022, two longer-serving directors retired from the Board, resulting in a total of five longer-serving directors who have retired from the Board since 2019.

 

   

Effective July 2022, appointed Nancy J. Wysenski as the Board’s new Lead Independent Director.

 

   

Throughout 2022, refreshed the membership and leadership of the Nominating and Corporate Governance Committee, adding three new independent members and appointing a new chair; all four members of the committee are diverse in terms of gender and/or race/ethnicity.

For additional information, see “Board Refreshment and Tenure” on page 54 of this proxy statement.

 

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Active Shareholder Engagement

Our management team and our Board value, and frequently solicit and respond to, the views of our shareholders. We interact with investors throughout the year and regularly engage with our shareholders through open dialogue and direct communication on a variety of topics, including our business and growth strategy, financial performance, corporate governance, executive compensation practices and environmental, social and governance (“ESG”) matters.

Shareholder Outreach, Engagement and Feedback

For the past several years, we have increased the frequency and scope of our shareholder engagement activities, actively solicited shareholder feedback and, when appropriate and determined by the Board to be in the best interests of the Company and its shareholders, made changes to our governance, compensation and other practices in response to the shareholder feedback received. Our Lead Independent Director and other members of our Board have participated in certain of these shareholder engagements alongside representatives of management. The primary areas of discussion during these engagements have related to:

 

   

Board refreshment, composition and diversity, and related disclosures;

 

   

the Board’s role in oversight of business risks and opportunities, including ESG risks and opportunities tied to our business strategy;

 

   

corporate responsibility and sustainability, including our annual Corporate Responsibility Reports and our human capital development and other DIB initiatives;

 

   

executive compensation, including the importance of alignment between pay and performance, establishing measurable targets and transparent disclosure in respect of compensation decisions;

 

   

opportunities and plans for operational efficiency, optimization of the Company’s cost structure and enhanced profitability; and

 

   

business strategy and execution, including the merits of a potential separation of the Company’s neuroscience business and oncology business.

Board Responsiveness to Shareholder Feedback

Feedback from our shareholder meetings is discussed with management and relayed to the full Board and the relevant committees of the Board, as appropriate. After careful consideration of the feedback received, our Board and management team have taken the following actions in recent years:

 

Enhanced our Corporate
Governance
   Enhanced our Compensation
Program
   Increased Focus on Long-Term
Profitability

Our Board has taken a number of actions to enhance our corporate governance policies and practices and our Board structure, composition and diversity. See page 12 of this proxy statement.

  

Our Compensation Committee has implemented significant changes to our executive compensation program to enhance its performance-based nature and alignment with creation of shareholder value. See page 92 of this proxy statement.

  

We announced a commitment to, and have managed the business toward, long-term profitability targets, and formed a committee of the Board to oversee achievement of such targets and implementation of cost optimization activities.

2022 Annual Meeting Results and Continued Engagement

At our 2022 Annual Meeting, our proposals received support ranging from approximately 86% to 99% of the votes cast, representing strong shareholder support, and an improvement from our last annual meeting, including for our executive compensation program and our director nominees. Following our 2022 Annual Meeting, we requested engagement meetings with shareholders who collectively held approximately 60% of our outstanding shares and held meetings with shareholders who collectively held approximately 55% of our outstanding shares. Our Lead Independent Director and other members of our Board participated in certain of these meetings alongside representatives of management.

 

LOGO

We remain committed to engaging with shareholders and other stakeholders on a regular basis to solicit and consider their views on our business strategy and performance, executive compensation programs and corporate responsibility, sustainability and governance practices.

 

     ALKERMES PLC        2023 Proxy Statement        11  


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Recent Enhancements to Corporate Governance Policies and Practices

Following careful consideration of shareholder feedback, the evolving needs of our business and market trends in governance practices, our Board has taken the following actions in recent years to enhance our corporate governance:

 

Declassified the Board   In June 2021, we asked our shareholders to approve amendments to our Articles of Association that serve to declassify the Board over a three-year period. Since the 2022 Annual Meeting, each class of directors that is up for election is eligible for a one-year term. The Board will be fully declassified as of our 2024 annual general meeting of shareholders.
Limited outside directorships   In May 2022, the Board adopted revised Corporate Governance Guidelines with increased limits on public company directorships (our “overboarding” policy). See page 55 of this proxy statement for details. Each of our directors is, and was at all times during 2022, in compliance with this overboarding policy.
Refreshed Board and committee membership periodically  

Since September 2019, the Board has engaged in significant refreshment activities, resulting in the appointment of seven new, independent directors, including two in 2021, and one in 2022, each further strengthening the Board’s expertise in targeted areas of importance to our business strategy and adding to its diversity. In addition, five of our longer-serving directors have retired from the Board since 2019. See the section entitled “Board Refreshment and Tenure” beginning on page 54 of this proxy statement.

 

During 2022, our Board also appointed a new Lead Independent Director and refreshed the membership and leadership of its Nominating and Corporate Governance Committee, adding three new independent members and appointing a new independent chair.

Enhanced Board diversity  

Since 2011, women have comprised no less than 25% of our Board.

 

In September 2019, the Board codified our practice in respect of Board nominees, which requires that diverse candidates, including candidates who are women and candidates from underrepresented communities, be included in any pool from which the Nominating and Corporate Governance Committee considers and selects director nominees.

 

Each of the three new directors appointed to our Board in 2021 and 2022 is diverse in terms of gender or race/ethnicity and also contributes significantly to the diversity of experience and skills of our Board.

Enhanced disclosure of Board composition   In recent years, we have included a Board skills matrix in our proxy statement, which highlights the overall composition of our Board and specific skills, qualifications, and other attributes of each of our directors that contribute to the diversity and effectiveness of our Board and its committees.
Implemented plurality vote standard for contested elections   In May 2022, we asked our shareholders to approve amendments to our Articles of Association to provide for a plurality vote standard for contested director elections. See page 22 of this proxy statement.
Expanded scope of Clawback Policy   In May 2021, we 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 114 of this proxy statement.
Refined share ownership guidelines   In February 2022, we revised our Share Ownership and Holdings Guidelines to exclude, for purposes of determining the value of shares owned by a Board member or officer, the value of the vested but unexercised options held by such Board member or officer.

 

     ALKERMES PLC        2023 Proxy Statement        12  


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Continued to integrate ESG considerations into our business  

Since 2020, we have included objectives related to corporate responsibility and other ESG considerations in our annual corporate objectives and short-term incentive plans for our employees, including our named executive officers.

 

From 2020 - 2022, the Board adopted various amendments to its committees’ charters to codify the oversight responsibilities of each committee in respect of our ESG initiatives.

Enhanced ESG- related disclosure   Each year since 2018, we have published a Corporate Responsibility Report, highlighting our corporate responsibility, sustainability and DIB initiatives and certain environmental performance data and related risk management activities. These reports are available on the Responsibility section of our website at www.alkermes.com. For additional information about our ESG initiatives, see the section entitled “Corporate Responsibility and Sustainability” beginning on page 61 of this proxy statement.

We remain committed to corporate governance best practices and regular engagement with our shareholders and other stakeholders to solicit and consider their views on these practices, our executive compensation programs, our corporate responsibility and sustainability initiatives, and our business strategy and performance. We invite shareholders to email us at investor_relations@alkermes.com with any suggestions, comments or inquiries. Shareholder proposals, nominations and other notifications required under the Companies Act or our Articles of Association should not be sent to this e-mail address, but rather should be delivered as set forth in this proxy statement, our Articles of Association and/or the Companies Act, as applicable.

Executive Compensation Highlights

Our executive compensation program is focused on attracting and retaining experienced and well-qualified executive officers who will help advance our critical business objectives, and rewarding them for performance that contributes meaningfully to the creation of shareholder value. Our executive compensation highlights include the following, all of which are designed to align our executives’ incentives with the interests of our shareholders and our corporate objectives:

 

   

Significant Portion of “At-Risk” Compensation: A significant portion of the target total direct compensation opportunity for each of our named executive officers is comprised of “at-risk” compensation in the form of annual cash performance pay opportunities and long-term equity awards. For a depiction of the portion of our Chief Executive Officer’s (“CEO”) 2022 total direct compensation that is “at-risk”, see the section entitled “90% of 2022 CEO Compensation “At-Risk”” on page 95 of this proxy statement. For additional details of the key elements and at-risk nature of our executive compensation program, see the section entitled “Executive Compensation Philosophy and Objectives” beginning on page 97 of this proxy statement and the section entitled “Long-Term Incentive Compensation – Annual Equity Grant” beginning on page 109 of this proxy statement.

 

   

Performance-Vesting Equity Included in Annual Grants to All Named Executive Officers: In 2022, the Compensation Committee of the Board (the “Compensation Committee”) conditioned vesting of greater than 50% of the total target value of our CEO’s equity grant and approximately 25% of the total target value of the equity grants made to each of our other named executive officers, on the achievement over a three-year performance period of financial, commercial and pipeline objectives aligned with our long-term business strategy and on relative total shareholder return over the same period. For additional detail regarding the equity granted to our named executive officers, see the section entitled “Long-Term Incentive Compensation – Annual Equity Grant” beginning on page 109 of this proxy statement.

 

   

ESG Objectives Incorporated Into Short-Term Incentive Plans (“STIPs”): The Board and the Compensation Committee understand the importance of ESG considerations to the Company and its stakeholders and, in 2022, continued to incorporate corporate objectives related to ESG matters into the Company’s STIP for our named executive officers. See the section entitled “2022 Corporate Objectives” beginning on page 102 of this proxy statement.

 

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Strong Compensation Governance Attributes: Our executive compensation policies and practices are designed to reinforce our pay-for-performance philosophy, align with compensation-related governance best practices and further our compensation objectives. See the sections entitled “Strong Compensation Governance Attributes” beginning on page 94 of this proxy statement and “Executive Compensation Philosophy and Objectives” beginning on page 97 of this proxy statement.

 

   

2022 Advisory Vote on 2021 Executive Compensation: At the 2022 Annual Meeting, shareholders continued to support our executive compensation programs, with approximately 86% of the votes cast in favor of our say-on-pay proposal, representing a significant improvement over the level of support received in the prior year. The 86% support level reflects an “against” vote from one of our larger shareholders (representing approximately 10% of the votes cast on the 2022 proposal) who, throughout numerous engagements with the Company and members of our Board, did not express any specific concerns with our executive compensation practices or our 2021 executive compensation program. As described above under “Extensive Shareholder Engagement,” our management team and our Board value, and frequently solicit, the views of our shareholders on a variety of topics, including our executive compensation practices.

Corporate Responsibility, Sustainability and ESG Highlights

Corporate responsibility is inherent in our mission as an organization that actively works to support people living with opioid dependence, alcohol dependence, schizophrenia or bipolar I disorder and tries to help break down barriers that prevent access to care. As we do this important work, we are committed to operating and growing our business in a manner that promotes transparent governance and strong ethics; maintains extensive patient, employee and other stakeholder engagement; and helps us grow our organization strategically, sustainably and responsibly, including with respect to our ESG impacts. The following ESG pillars are deeply integrated into our business, and we continued to formalize our commitment to these pillars with the inclusion of goals related to corporate responsibility in the Company’s 2022 corporate objectives and corresponding 2022 short-term incentive plan:

 

Environmental   Social   Governance

We are committed to responsible environmental stewardship. We have implemented enterprise-wide Environmental, Health, Safety and Security initiatives and management strategies designed to mitigate or reduce risk, protect employee health and safety, minimize our environmental impacts and enhance the sustainability of our operations.

 

We strive to foster a diverse, inclusive and collaborative workplace culture in which employees are engaged and have access to personal and professional resources and support.

 

Our patient-centered approach drives our patient engagement and advocacy activities, and corporate grant programs, which seek to help patient communities in our therapeutic areas of focus.

 

We govern the Company with strong ethics and corporate governance practices, comprehensive management and Board oversight of our business and operations, compliance with applicable laws and engagement with our stakeholders.

 

Our policies are designed to support risk mitigation, enhance the security of our people and information, and maintain our commitment to product quality and patient safety.

Our Board actively oversees our corporate responsibility, sustainability and ESG initiatives, including ESG-related risks and opportunities tied to our overall business strategy, and has delegated to each of its standing committees significant oversight responsibilities in respect of such matters. For additional information, see “The Board’s Role in Oversight of Risks and Opportunities” beginning on page 44 of this proxy statement.

Our 2022 ESG highlights

 

Environmental    Social    Governance

Published 5th Corporate Responsibility Report, highlighting key environmental performance data.

 

Engaged a third-party to support our efforts to enhance our environmental performance and our measurement and reporting of such performance.

  

Created DIB goal for senior leaders that was incorporated into their respective 2022 performance objectives.

 

Enhanced employee benefits to support recruitment and retention of diverse talent.

  

Began phased Board declassification.

 

Appointed a new Lead Independent Director and a new independent director, enhancing Board’s diversity.

 

Updated director overboarding policy to align with market practices and shareholder feedback .

 

     ALKERMES PLC        2023 Proxy Statement        14  


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General Information about the Meeting and Voting

 

Why am I receiving these proxy materials?

We are making this proxy statement available to you on or about [], 2023 on the Internet, and by delivering printed versions to you by mail, because our Board is soliciting your proxy to vote your ordinary shares, $0.01 par value per share, of Alkermes plc (referred to in this proxy statement as “shares” or “ordinary shares”) at the Annual Meeting scheduled to be held on [], 2023. This proxy statement contains information about the Company and the items being voted on at the Annual Meeting.

This proxy statement and our Annual Report for the year ended December 31, 2022 (the “Annual Report”) are also available through the Investors section of our website at www.alkermes.com or at http://www.proxydocs.com/ALKS. The information contained on or connected to our website is not incorporated by reference into and should not be considered part of this proxy statement.

Who is soliciting proxies for the Annual Meeting with this proxy statement?

Our Board, on behalf of the Company, is soliciting your proxy to vote your ordinary shares on all matters to be presented at the Annual Meeting, whether or not you attend the Annual Meeting. By completing, signing, dating and returning the enclosed WHITE proxy card or voting instruction form, or by submitting your proxy and voting instructions via the Internet or by telephone, you are authorizing the Company’s named proxy holders to vote your ordinary shares at the Annual Meeting in accordance with your instructions.

Under applicable SEC rules and regulations, members of the Board, director nominees and certain executive officers of the Company are “participants” with respect to the Company’s solicitation of proxies in connection with the Annual Meeting (each such person, a “Participant”). For more information on the Participants in the Company’s solicitation, please see “Additional Information Regarding Participants in the Solicitation” in Appendix C of this proxy statement.

What should I do if I receive a blue proxy card or other proxy materials from Sarissa?

Sarissa Offshore has notified the Company that it intends to nominate three director candidates for election at the Annual Meeting. You may receive proxy solicitation materials and/or calls from Sarissa or its proxy solicitor. The Company is not responsible for the accuracy of any information provided by or relating to Sarissa or its nominees contained in proxy materials filed or disseminated by or on behalf of Sarissa or any other statements that Sarissa may make. Although the Company is required to include all nominees for election on its universal proxy card, for additional information regarding Sarissa’s nominees and any other related information, please refer to Sarissa’s proxy statement, which is accessible without cost at www.sec.gov.

Our Board strongly urges you NOT to sign or return any blue proxy card sent to you by Sarissa. While you may vote for the Board Nominees on either the Company’s WHITE proxy card or Sarissa’s blue proxy card, we strongly encourage you to use the WHITE proxy card to vote your shares, regardless of how you intend to vote.

If you have previously submitted a blue proxy card sent to you by Sarissa, you can revoke it and vote “FOR” the Board Nominees by completing, signing, dating and returning the enclosed WHITE proxy card in the postage-paid envelope provided, or by following the instructions on the WHITE proxy card to vote via the Internet or by telephone. We strongly encourage you to vote via the Internet or by telephone. Only the latest dated, validly executed proxy that you submit will be counted, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described below. If you attend and validly vote at the Annual Meeting, your previously submitted proxy card will not be used.

Our Board recommends using the enclosed WHITE proxy card to vote “FOR” each of the seven Board Nominees and that you do not mark a vote with respect to any of the Sarissa Nominees. Our Board recommends that you DISREGARD any blue proxy cards that you may receive from Sarissa or on its behalf.

 

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What happens if Sarissa withdraws or abandons its solicitation or fails to comply with the universal proxy rules and I already granted proxy authority in favor of Sarissa?

Shareholders are encouraged to submit their votes on the Company’s WHITE proxy card. If Sarissa withdraws or abandons its solicitation or fails to comply with the universal proxy rules after a shareholder has already granted proxy authority to Sarissa or its designees, shareholders can still cast a later-dated vote by mail, telephone or via the Internet using a Company WHITE proxy card. If Sarissa withdraws or abandons its solicitation or fails to comply with the universal proxy rules, any votes that you cast in favor of Sarissa’s nominees will be disregarded and will not be counted for purposes of Proposal 1, regardless of whether such vote is provided on the Company’s WHITE proxy card or on Sarissa’s blue proxy card. Your shares would still be counted for purposes of determining whether a quorum exists, regardless of the invalidity of your votes for purposes of Proposal 1.

What is a universal proxy? Will it be used in connection with the Annual Meeting?

The SEC recently adopted Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), commonly referred to as the “universal proxy rules,” requiring the use of a universal proxy card in contested director elections that take place after August 31, 2022. This means that all of the Board Nominees and the Sarissa Nominees will be listed on each proxy card that is sent to shareholders in connection with a contested meeting either by the Company or Sarissa. Shareholders may vote for nominees from either or both of the Board’s Nominees and Sarissa’s Nominees, but in any event shareholders may not validly vote for more nominees than there are available director positions on the Board to be filled. Even though we are required to include the Sarissa Nominees on our WHITE proxy card, it does not mean that we recommend voting for such nominees. The Board recommends that shareholders vote “FOR” the seven Board Nominees, and that shareholders DO NOT MARK A VOTE with respect to any of the Sarissa Nominees.

Because Sarissa has provided notice of its intent to nominate candidates for election to the Board at the Annual Meeting, and such notice has not been withdrawn as of the time that this proxy statement is filed with the SEC, this year’s director elections are considered contested, and a universal proxy card will be used. While you may vote for the Board Nominees on either the Company’s WHITE proxy card or Sarissa’s blue proxy card, we strongly encourage you to use the WHITE proxy card to vote your shares, regardless of how you intend to vote.

What happens if I return a WHITE proxy card but give voting instructions for more than seven candidates under Proposal 1?

If you submit votes “FOR” a greater number of director nominees than there are available director positions for election at the Annual Meeting, then an “over-selection” will have occurred. To the extent an over-selection occurs on a shareholder’s WHITE proxy card and it is not corrected, all of such shareholder’s votes on Proposal 1 regarding director nominees will be invalid unless timely corrected. If you are a beneficial owner and hold your shares through a bank, broker or other nominee, then depending on the bank, broker or other nominee through which you hold your shares, your votes cast on all other proposals before the Annual Meeting may also be invalid. In the event of an over-selection, your shares will still be counted for purposes of determining whether a quorum exists, regardless of any invalidity of your votes cast on any one or more proposals. We encourage you to vote by Internet or by telephone to avoid an “over-selection.”

What happens if I return a WHITE proxy card but give voting instructions for fewer than seven candidates under Proposal 1?

If you submit votes “FOR” a lesser number of director nominees than there are available director positions for election at the Annual Meeting, then an “under-selection” will have occurred. To the extent an under-selection occurs on any WHITE proxy card that you submit, your shares will only be voted “FOR” those nominees you have so marked and will be voted as a “WITHHOLD” for all other nominees. Withhold votes have no impact on the outcome of Proposal 1, as the voting standard for such proposal is a plurality standard (i.e., the directors who received the highest number of votes “FOR” will be elected). We encourage you to vote by Internet or by telephone to avoid an “under-selection.”

Who can vote at the Annual Meeting?

If you owned ordinary shares of the Company as of the close of trading on the Nasdaq Global Select Market on [], 2023 (the “Record Date”), you are entitled to notice of, and to vote at, the Annual Meeting. On the Record Date, there were [] ordinary shares issued and outstanding and entitled to be voted.

 

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Am I a shareholder of record or a beneficial owner?

Shareholders of Record. If, as of the Record Date, your ordinary shares were registered in your name (and not in the name of a bank, broker or other nominee) with the Company’s transfer agent, Computershare Trust Company, N.A., then you are a shareholder of record.

Beneficial Owners. If, as of the Record Date, your ordinary shares were not registered in your name, but rather were held in an account at a bank, brokerage firm or other nominee in the name of your bank, broker, or other nominee, then such shares are held in “street name” and you are the beneficial owner of such shares.

How many votes do I have?

On each matter to be voted upon, you have one vote for each ordinary share you owned as of the Record Date. Cumulative voting is not permitted in the election of directors.

When and where is the Annual Meeting scheduled to be held?

The Annual Meeting is scheduled to be held on [], 2023 at [] p.m., Irish Standard Time, at []. Admission to the Annual Meeting is restricted to shareholders as of the Record Date and/or their proxy holders.

How do proxies work and how will shares be voted on the WHITE proxy card?

You may choose to designate another person as your ‘proxy’ to vote the shares you own on your behalf. If you designate someone as your proxy in a written document, that document is also called a ‘proxy’ or a ‘proxy card’. Any proxy that is properly executed and received by the Company will be voted in accordance with the instructions provided on the proxy card. Our Board is asking for your proxy to authorize the Company’s named proxy holders to vote your shares at the Annual Meeting in the manner you direct. We encourage you to promptly vote on each of the Company’s proposals to be voted on at the Annual Meeting. If you return a validly executed WHITE proxy card without indicating how your shares should be voted on one or more specific proposals to be voted on at the Annual Meeting and you do not revoke your proxy, your shares will be voted in accordance with the Board’s recommendations set forth in this proxy statement for each proposal for which you did not indicate a vote as follows:

 

   

Election of Directors. “FOR” the election of the seven Board Nominees to serve on the Board.

 

   

Advisory Vote on Executive Compensation. “FOR” the approval, in a non-binding, advisory vote, of the compensation of our named executive officers;

 

   

Independent Auditor and Accounting Firm. “FOR” the ratification, in a non-binding vote, of the appointment of PwC as the independent auditor and accounting firm of the Company, and the authorization, in a binding vote, of the Audit and Risk Committee to set PwC’s remuneration;

 

   

Alkermes plc 2018 Stock Option and Incentive Plan, as amended. “FOR” the approval of the Alkermes plc 2018 Stock Option and Incentive Plan, as amended. Your approval will serve to, among other things, increase the number of ordinary shares authorized for issuance thereunder;

 

   

Board Authority to Allot and Issue Shares under Irish Law. “FOR” renewal of the Board’s authority to allot and issue shares under Irish law;

 

   

Board Authority to Disapply Statutory Pre-Emption Rights under Irish Law. “FOR” renewal of the Board’s authority to issue shares for cash without first offering those shares to existing shareholders pursuant to the statutory pre-emption rights that would otherwise apply under Irish law; and

 

   

As to any other matter that may properly come before the Annual Meeting, in the named proxy holders’ discretion.

Shares represented by valid proxies received and not subsequently revoked before the Annual Meeting that do not specify instructions on any particular matter to be voted on at the Annual Meeting will be voted at the Annual Meeting in the manner set forth above with respect to such matter. You can revoke your proxy and change your vote as described in the section entitled “Can I change my vote after submitting my proxy?” on page 22 of this proxy statement. If your shares are held through a bank, broker or other nominee, please follow the instructions that you were provided by such bank, broker or other nominee.

Our Board is not aware of any matters that are expected to come before the Annual Meeting other than those described in this proxy statement. If any other matter is presented at the Annual Meeting upon which a vote may be properly taken, ordinary shares represented by all WHITE proxy cards received by the Company will be voted at the discretion of the named proxy holders as set forth on the enclosed WHITE proxy card.

 

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How do I vote?

It is important that your shares are represented at the Annual Meeting, whether or not you attend the Annual Meeting in person. You may vote “FOR” or may “WITHHOLD” your vote on the election of directors under Proposal 1 (a “WITHHOLD” is functionally equivalent to an “ABSTAIN” under Irish law), and you may vote “FOR” or “AGAINST,” or you may “ABSTAIN” from voting, on each proposal other than Proposal 1 to be voted on at the Annual Meeting.

Shareholders of Record. As a shareholder of record, there are four ways to vote:

 

LOGO

 

 

Telephone: By calling the toll-free telephone number indicated on your proxy card. Easy-to-follow voice prompts allow you to submit your proxy and confirm that your instructions have been properly recorded.

 

LOGO

 

  Internet: By going to the Internet website indicated on your proxy card. As with telephone voting, you can confirm that your instructions have been properly recorded.
LOGO

 

 

Mail: By completing, signing, dating and returning a printed proxy card (or proxy form set out in section 184 of the Companies Act) in the pre-addressed envelope provided (which will be forwarded to the Company’s registered address) or by delivery to the Company Secretary at Alkermes plc, Connaught House, 1 Burlington Road, Dublin 4, Ireland D04 C5Y6.

 

LOGO   In Person: By submitting a written ballot in person at the Annual Meeting. To obtain directions to the Annual Meeting, please contact our Investor Relations team at investor_relations@alkermes.com. We will distribute ballots at the Annual Meeting to anyone who wishes to vote in person.

If you are a shareholder of record and you choose to submit your proxy by telephone by calling the toll-free number on your WHITE proxy card, your use of that telephone system and in particular the entry of your pin number/other unique identifier, will be deemed to constitute your appointment, in writing and under hand, and for all purposes of the Irish Companies Act 2014, as amended (the “Companies Act”), of Christopher McLaughlin, Carol McNelis, Richie Paul, Thomas Riordan and Scott Winter as your named proxy holders, each with power to act without the other and with full power of substitution, to vote your shares on your behalf in accordance with your telephone instructions.

Beneficial Owners. If you are a beneficial owner of shares held through a bank, broker or other nominee, please follow the voting instructions provided by your bank, broker or other nominee. In most cases, you may submit voting instructions by telephone or by Internet to your bank, broker or other nominee, or you can sign, date and return a voting instruction form to your bank, broker or other nominee. If you provide specific voting instructions by telephone, by Internet or by mail, your bank, broker or other nominee must vote your shares as you have directed. If you wish to vote in person at the Annual Meeting, you must request and submit a legal proxy from your bank, broker or other nominee.

PLEASE NOTE THAT YOUR PROXY CARD LOOKS DIFFERENT THIS YEAR THAN IN PRIOR YEARS. THIS YEAR, UNDER THE NEW UNIVERSAL PROXY RULES, THE COMPANY’S PROXY CARD IS REQUIRED TO LIST ALL OF THE SARISSA NOMINEES IN ADDITION TO THE BOARD NOMINEES. AS A RESULT, THIS YEAR’S PROXY CARD HAS MORE DIRECTOR NOMINEE NAMES LISTED ON IT THAN THERE ARE AVAILABLE DIRECTOR POSITIONS FOR ELECTION. IN ADDITION, WITH RESPECT TO PROPOSAL 1, YOU MAY ONLY VOTE “FOR” OR “WITHHOLD” YOUR VOTES, WHEREAS WITH RESPECT TO THE OTHER PROPOSALS, YOU MAY VOTE “FOR” OR “AGAINST” OR “ABSTAIN” FROM VOTING. YOU SHOULD VOTE “FOR” NO MORE THAN SEVEN DIRECTOR NOMINEES. PLEASE MARK YOUR PROXY CARD CAREFULLY TO AVOID SELECTING TOO MANY DIRECTOR NOMINEES. IF YOU VOTE “FOR” MORE THAN SEVEN DIRECTOR NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 1 WILL BE INVALID AND, DEPENDING ON THE BANK, BROKER OR OTHER NOMINEE(S) THROUGH WHICH YOU HOLD YOUR SHARES, YOUR VOTES CAST ON OTHER PROPOSALS MAY ALSO BE INVALID. THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE SEVEN BOARD NOMINEES AND THAT YOU DO NOT MARK A VOTE WITH RESPECT TO ANY OF THE SARISSA NOMINEES. WE ENCOURAGE YOU TO VOTE BY INTERNET OR BY TELEPHONE TO AVOID POTENTIAL CONFUSION OR SELECTING TOO MANY NOMINEES.

 

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What happens if I do not give specific voting instructions when I deliver my proxy?

Shareholders of Record. If you are a shareholder of record and you:

 

   

indicate when voting by Internet or submitting your proxy by telephone that you wish to vote as recommended by the Board; or

 

   

sign and return a proxy card without giving specific voting instructions,

then the Company’s named proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this proxy statement and such proxy holders may determine in their discretion how to vote your shares in respect of any other matters properly presented for a vote at the Annual Meeting.

Beneficial Owners. If you are a beneficial owner of shares held in “street name” through a bank, broker or other nominee and you do not instruct your bank, broker or other nominee as to how to vote your shares, your bank, broker or other nominee may still be able to vote your shares in its discretion. Under the rules of the New York Stock Exchange (the “NYSE Rules”), banks, brokers and other securities intermediaries that are subject to the NYSE Rules (as are the vast majority of the banks, brokers and other securities intermediaries who hold shares on behalf of beneficial owners of our shares) ordinarily may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine” under the NYSE Rules. However, such banks, brokers or other securities intermediaries may not use their discretion to vote your uninstructed shares with respect to matters considered to be “non-routine” under the NYSE Rules, resulting in such circumstances in what are commonly referred to as “broker non-votes”. We believe that Proposals 1, 2 and 4 are considered “non-routine” matters under the NYSE Rules meaning that your broker may not vote your shares on such proposals in the absence of your voting instructions. We believe that Proposals 3, 5 and 6 are considered to be “routine” matters under NYSE rules, meaning that if you do not return voting instructions to your bank, broker or other nominee by its deadline, your shares may ordinarily be voted by your broker in its discretion on such proposals. However, given that we expect the Annual Meeting to be a contested meeting, if your shares are held in street name and the bank, broker or other nominee holding your shares have provided you with competing proxy materials from Sarissa, under applicable rules, such banks, brokers and other nominees will not be permitted to exercise discretionary authority regarding any of the proposals to be voted on at the Annual Meeting, whether “routine” or not. Accordingly, in such circumstances, if you do not submit any voting instructions to your bank, broker or other nominee, your shares will not be counted in determining the outcome of any of the proposals at the Annual Meeting, nor will your shares be counted for purposes of determining whether a quorum exists. If you receive proxy materials only from Alkermes, your bank, broker or other nominee may vote your shares without your specific instruction with respect to Proposals 3, 5 and 6. If you are a beneficial owner of shares held in street name, in order to ensure your shares are voted, you must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from such bank, broker or other nominee. We strongly encourage you to submit your voting instructions as soon as possible and exercise your right to vote as a shareholder.

What is the deadline for voting my shares if I do not vote in person at the Annual Meeting?

If you are a shareholder of record, you may vote by Internet or submit your proxy by telephone prior to the closing of the polls at the Annual Meeting, or, if you elect to vote by mail, your validly executed proxy card must be received by the Inspector of Elections at the Annual Meeting prior to the closing of the polls at the Annual Meeting.

If you are a shareholder of record and you choose to submit your proxy by telephone, please call the toll-free number on your WHITE proxy card. If you are a beneficial owner of shares held through a bank, broker or other nominee, please follow the voting instructions provided by your bank, broker or other nominee to determine whether you may submit voting instructions by telephone or by Internet to your bank, broker or other nominee.

What does it mean if I receive more than one WHITE proxy card or set of printed proxy materials from the Company?

If your shares are held in more than one account, you will receive more than one WHITE proxy card or voting instruction form. You can, and are urged to, vote all of your shares by completing, signing, dating and returning every WHITE proxy card you receive from the Company. If you choose to vote via the Internet, please vote

 

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using the details on each WHITE proxy card you receive to ensure that all of your shares are voted. Only your latest dated proxy for each account will count. Please sign each proxy card exactly as your name or names appear on the proxy card. For joint accounts, each owner should sign the proxy card. When signing as an executor, administrator, attorney, trustee, guardian or other representative, please print your full name and title on the proxy card.

If Sarissa proceeds with a solicitation of proxies for the Annual Meeting, the Company expects that it may conduct multiple mailings prior to the Annual Meeting in order to ensure that shareholders have the Company’s latest proxy materials for voting. The Company expects to send you a new WHITE proxy card with each mailing, regardless of whether you have previously voted. We encourage you to vote every WHITE proxy card you receive between now and the time of the Annual Meeting. Only the latest dated, validly executed proxy you submit will be counted, and, if you wish to vote as recommended by our Board, you should only submit WHITE proxy cards.

If you have any questions or need assistance voting, please contact our proxy solicitor, Innisfree M&A Incorporated.

Shareholders may call +1 (877) 750-8334 (toll-free from the U.S. or Canada)

or +1 (412) 232-3651 (from other countries).

Banks and brokers may call collect: +1 (212) 750-5833.

Which ordinary shares are included on a proxy card or voting instruction form?

Each proxy card or voting instruction form represents the ordinary shares in each account that you own as of the close of business on the Record Date. You may receive more than one proxy card or voting instruction form if you hold your shares in multiple accounts, some of your shares are registered directly in your name with the Company’s transfer agent, or some of your shares are held in street name through a bank, broker or other nominee. Please vote the shares on each WHITE proxy card or voting instruction form in order to ensure that all of your shares are counted at the Annual Meeting.

Who is paying for this proxy solicitation?

The Company will pay for the entire cost of soliciting proxies for the Annual Meeting, including expenses relating to the preparation, printing and mailing to shareholders of this proxy statement and other proxy materials. We have retained Innisfree M&A Incorporated to assist us in the solicitation of proxies. We will also reimburse banks, brokers and nominees for their reasonable out-of-pocket costs incurred in connection with forwarding proxy materials to, and soliciting voting instructions from, beneficial owners who hold shares of Alkermes in “street name” in the name of such bank, broker or other nominee. Proxies may also be solicited by our directors and certain of our officers and regular employees, whether in person, by mail, by telephone or by email or other electronic means. Our directors, officers and employees will not be paid any additional compensation for any such solicitation efforts. As a result of the proxy solicitation by Sarissa, the Company will incur additional costs in connection with our solicitation of proxies beyond those that we normally incur for an uncontested annual general meeting of shareholders in which there is not a proxy contest. These costs will be borne by the Company.

What is the quorum requirement?

A quorum of shareholders is necessary to hold a valid Annual Meeting. Under our Articles of Association, a quorum will be present if at least one or more shareholders holding not less than a majority of the issued and outstanding shares entitled to vote at the Annual Meeting are present at the Annual Meeting or represented by proxy. On the Record Date, there were [] ordinary shares issued and outstanding and entitled to vote. Thus, the holders of [] ordinary shares must be present in person or represented by proxy at the Annual Meeting for a quorum to exist.

Your shares will be counted toward the quorum only if you submit a valid proxy (or one is submitted on your behalf by your bank, broker or other nominee) or if you vote in person at the Annual Meeting. For clarity, this remains true even if your votes cast on one or more proposals are deemed invalid for purposes of such proposal(s). Abstentions, withhold votes, and broker non-votes will be counted toward the quorum requirement.

 

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What vote is required to approve each proposal? How are abstentions and broker non-votes treated?

 

   
Proposal   Vote Required for Approval   Effect of Abstentions / Withhold Votes/
Broker-Non-Votes
     

PROPOSAL 1

 

Election of Directors

 

Directors will be elected by a plurality of the votes cast on the resolutions in person or by proxy. “Plurality” means that those seven director nominees receiving the highest number of votes cast “FOR” such nominees will be elected as directors.

 

Votes “WITHHELD” from director nominees will have no effect on the election of director nominees (a “WITHHOLD” is functionally equivalent to an “ABSTAIN” under Irish law).

  Withhold votes have no effect on the outcome of the election of directors. Broker non-votes will have no effect on the election of director nominees, as they are not considered to be votes cast.
   

PROPOSAL 2

 

Non-Binding, Advisory

Vote on Executive

Compensation

  This proposal is advisory and non-binding; the affirmative vote of a majority of the votes cast on the resolution in person or by proxy is required for the advisory approval of this proposal.   Abstentions and broker non-votes will have no effect on the outcome of this advisory proposal, as they are not considered to be votes cast.
     

PROPOSAL 3

 

Ratification of PwC as

Independent Auditor and

Accounting Firm;

Authorization of Audit

and Risk Committee to

Set Independent Auditor

and Accounting Firm’s

Remuneration

 

The ratification component of this proposal asks for a non-binding, advisory vote, whereas the authorization component of this proposal is binding.

 

The binding authorization component of this proposal requires the affirmative vote of a majority of the votes cast on the resolution in person or by proxy.

  Abstentions and broker-non votes (if any) will have no effect on the outcome of this proposal, as they are not considered to be votes cast.
   

PROPOSAL 4

 

Approval of Alkermes

plc 2018 Stock Option

and Incentive Plan, as

amended

  Affirmative vote of a majority of the votes cast on the resolution in person or by proxy.   Abstentions and broker non-votes will have no effect on the outcome of this proposal, as they are not considered to be votes cast.
     

PROPOSAL 5

 

Renewal of Board

Authority to Allot and

Issue Shares under Irish

Law

  Affirmative vote of a majority of the votes cast on the resolution in person or by proxy.   Abstentions and broker non-votes (if any) will have no effect on the outcome of this proposal, as they are not considered to be votes cast.
   

PROPOSAL 6

 

Renewal of Board

Authority to Disapply

Statutory Pre-emption

Rights under Irish Law

 

Affirmative vote of at least 75% of the votes cast on the resolution in person or by proxy.

 

In addition, approval of Proposal 6 is conditioned upon prior approval of Proposal 5, because Irish law requires that a general authority to issue shares be granted before an authority can be granted to issue shares for cash on a non-pre-emptive basis.

  Abstentions and broker non-votes (if any) will have no effect on the outcome of this proposal, as they are not considered to be votes cast.

 

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How will the Company’s plurality standard for contested director elections affect voting at the Annual Meeting?

At the Company’s extraordinary general meeting of shareholders held on May 13, 2022, our shareholders approved amendments to our Articles of Association that provide for a plurality voting standard for contested director elections. This means that if, at the time the Company files its proxy statement for any general meeting of shareholders, the number of persons who are validly nominated for election as directors exceeds the number of available director positions to be filled at such meeting, then only those director nominees who receive the highest number of votes will be elected to fill the available director positions. The Company received notice from Sarissa Offshore on February 3, 2023 of its intent to nominate three director candidates for election to the Board at the Annual Meeting. If Sarissa has not withdrawn its nominations at the time that this proxy statement is filed with the SEC, then the plurality voting standard will apply with respect to the election of directors at the Annual Meeting.

How will voting on any other business be conducted?

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. However, if any other matters are properly brought before the Annual Meeting, the persons identified as the named proxy holders (or any other person designated as your proxy) are entitled to vote on each such matter in their discretion.

Can I change my vote after submitting my proxy?

Shareholders of Record.  If you are a shareholder of record, you may revoke your proxy by taking any of the following actions:

 

   

providing written notice of revocation to the Company’s Secretary (at Connaught House, 1 Burlington Road, Dublin 4, Ireland, D04 C5Y6, Attention: Secretary, Annual Meeting), by mail or by facsimile to +353 1 772-8001, which notice must be received by the Inspector of Elections at the Annual Meeting prior to the closing of the polls at the Annual Meeting;

 

   

signing and delivering a printed proxy card (in the form mailed to you or the form set forth in Section 184 of the Companies Act) relating to the same shares and bearing a later date, that is received by the Inspector of Elections at the Annual Meeting prior to the closing of the polls at the Annual Meeting;

 

   

transmitting a subsequent vote over the Internet or submitting a subsequent proxy by telephone, which vote is received by the Inspector of Elections at the Annual Meeting prior to the closing of the polls at the Annual Meeting; or

 

   

attending the Annual Meeting and voting in person, although attendance at the Annual Meeting will not, by itself, revoke a previously submitted proxy unless you vote at the Annual Meeting or specifically request that your previously submitted proxy be revoked. Changing your vote prior to the Annual Meeting is most easily accomplished if you submit your proxy via telephone or over the Internet, as your vote may then be changed by simply submitting a new vote via telephone or over the Internet.

Beneficial Owners.  If you are a beneficial owner, you must contact the bank, broker or other nominee that holds your shares in order to revoke your proxy. If you are a beneficial owner and you wish to vote in person at the Annual Meeting, you must request and submit a legal proxy from your bank, broker or other nominee.

While you may vote for the Board Nominees on either the Company’s WHITE proxy card or Sarissa’s blue proxy card, we strongly encourage you to use the WHITE proxy card to vote your shares, regardless of how you intend to vote. If you have previously submitted a proxy card sent to you by Sarissa, you may change your vote by completing and returning the enclosed WHITE proxy card in the postage-paid envelope provided, or by voting via the Internet or by telephone by following the instructions on the WHITE proxy card. Please note that submitting a blue proxy card sent to you by Sarissa will revoke any votes you have previously made via the Company’s WHITE proxy card. Please be aware that marking “WITHHOLD” with respect to any of the Sarissa Nominees on a blue proxy card sent to you by Sarissa is not the same as voting “FOR” the Board Nominees because even marking “WITHHOLD” with respect to the Sarissa Nominees on a Sarissa proxy card will revoke any WHITE proxy card you may have previously submitted. Whether or not you plan to attend the Annual Meeting, we urge you to sign, date and return the enclosed WHITE proxy card

 

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in the postage-paid envelope provided, or vote via the Internet or by telephone as instructed on the WHITE proxy card TODAY. If you are a shareholder of record and you choose to submit your proxy by telephone, please call the toll-free number on your WHITE proxy card. If you are a beneficial owner of shares held through a bank, broker or other nominee, please follow the voting instructions provided by your bank, broker or other nominee to determine whether you may submit voting instructions by telephone or by Internet to your bank, broker or other nominee.

Who will count the votes and how are votes counted?

The Board will appoint an independent inspector of elections for the Annual Meeting. For Proposal 1, the inspector of elections will separately count votes “FOR” and “WITHHOLD” votes, however, “WITHHOLD” votes have no effect on the outcome of Proposal 1. For each other proposal to be voted on at the Annual Meeting, the inspector of elections will separately count votes “FOR,” “AGAINST,” abstentions and, if applicable, broker non-votes.

What do I need for admission to the Annual Meeting?

All shareholders attending the Annual Meeting in person will be required to show valid government-issued picture identification. If your ordinary shares are held in street name by a bank, broker or other nominee, you will also need to bring evidence of your ordinary share ownership as of the Record Date, such as your most recent brokerage account statement or a copy of your voting instruction form. If you do not have valid picture identification and, if applicable, proof of your share ownership, you may not be admitted to the meeting.

Do shareholders have any appraisal or dissenters’ rights on the matters to be voted on at the Annual Meeting?

No, shareholders of the Company will not have rights of appraisal or dissenters’ rights with respect to any matter identified in this proxy statement to be acted upon at the Annual Meeting.

How can I find out the results of the voting at the Annual Meeting?

We plan to report final voting results in a Current Report on Form 8-K (“Form 8-K”) to be filed with the SEC within four business days after the conclusion of the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to report the final results. You will be able to find a copy of these Form 8-Ks on the Internet electronic data system of the SEC, referred to as EDGAR, available at www.sec.gov or through the Investors section of our website at www.alkermes.com.

What are the Irish statutory financial statements and where can I access them?

As an Irish company, the Company is required to prepare statutory financial statements under the Companies Act and to deliver those financial statements together with reports of our directors and auditors thereon to shareholders of record in connection with our annual general meetings of shareholders.

These statutory financial statements cover our results of operations and financial position for the year ended prior to each annual general meeting of shareholders and are approved each year by the Board. There is no requirement under Irish law that such financial statements be approved by the Company’s shareholders, and no such approval will be sought at the Annual Meeting.

The Company’s Irish statutory financial statements for the year ended December 31, 2022, including the reports of the directors and auditors thereon, will be presented at the Annual Meeting in accordance with the requirements of the Companies Act. These financial statements and the related reports are available on the Annual Reports page of the Investors section of the Company’s website at www.alkermes.com. Shareholders may also request a printed copy of these statements and reports free of charge, by writing to our Secretary at Alkermes plc, Connaught House, 1 Burlington Road, Dublin 4, Ireland, D04 C576, Attention: Company Secretary.

Who do I contact if I have questions about the Annual Meeting?

If you have questions about how to vote your shares, please contact the firm assisting us with the solicitation of proxies:

 

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Innisfree M&A Incorporated

Shareholders may call: +1 (877) 750-8334 (toll-free from the U.S. or Canada)

or +1 (412) 232-3651 (from other countries).

Banks and brokers may call collect: +1 (212) 750-5833.

We also invite shareholders to reach out to our Investor Relations team at investor_relations@alkermes.com.

Important Notice Regarding the Internet and Electronic Availability of Proxy Materials for the Annual Meeting:

All shareholders have the ability to access this proxy statement and the Company’s Annual Report at http://www.proxydocs.com/ALKS or through the Investors section of our website at www.alkermes.com. Because we have elected to utilize the “full set delivery” option for proxy materials related to the Annual Meeting, we are delivering paper copies of our proxy materials to our shareholders as of the Record Date.

In addition, any shareholder may request to receive, on an ongoing basis, future proxy materials in printed form, by mail or electronically by email. A shareholder’s election as to the format for its receipt of proxy materials will remain in effect until such shareholder terminates such election.

Note Regarding Trademarks

We are the owner of various United States (“U.S.”) federal trademark registrations (“®”) and other trademarks (“TM”) and service marks (“SM”), including ALKERMES®, ALKERMES INSPIRATION GRANTS®, ALKERMES PATHWAYS RESEARCH AWARDS®, ARISTADA®, ARISTADA INITIO®, LYBALVI® and VIVITROL®. KEYTRUDA® is a registered trademark of Merck Sharp & Dohme Corp. VUMERITY® is a registered trademark of Biogen MA Inc., used by the Company under license. Other trademarks, trade names and service marks appearing in this proxy statement are the property of their respective owners. Solely for convenience, the trademarks, service marks and trade names in this proxy statement are referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto.

Note Regarding Product References

Except as otherwise suggested by the context, (a) references in this proxy statement to “products” or “our products” include our marketed products, marketed products using our proprietary technologies, our licensed products, our product candidates, and product candidates using our proprietary technologies and (b) references in this proxy statement to the “biopharmaceutical industry” are used interchangeably with references to the “biotechnology industry” and/or the “pharmaceutical industry.”

 

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Background to the Solicitation

 

 

Executive Summary

The Company first engaged with Sarissa and Elliott Investment Management L.P. and its affiliates (“Elliott”) in 2020. These engagements resulted in the appointment of three directors supported by Elliott (Emily Alva, David Daglio and Brian McKeon) and one director designated by Sarissa (Cato Laurencin, M.D., Ph.D.). Each of these directors continues to serve on the Board.

In February 2023, the Company received a notice from Sarissa of its intent to nominate an additional three Sarissa director candidates for election to the Board. Two of the three Sarissa Nominees – Alexander Denner, Ph.D., Founder and Chief Investment Officer of Sarissa, and Sarah Schlesinger, M.D., an immunologist and Sarissa designee on the Innoviva, Inc. board of directors and a member of other boards of directors with significant Sarissa representation – were previously nominated by Sarissa for service on the Company’s Board in 2022. At that time, the Board unanimously determined not to nominate them for election to the Board. The third Sarissa Nominee – Patrice Bonfiglio, a Sarissa employee – had not served on a public company board of directors until her appointment as a director of Amarin plc in February 2023. The Board determined that the key attributes and experience of the three Sarissa Nominees were neither additive to the Board at this time nor consistent with those attributes and experience previously identified by the Board as important in a new director nominee, and therefore not in the best interests of the Company.

Since 2020 through the date of this proxy statement, members of the Company’s management team and Board have engaged extensively with Sarissa. Throughout, Sarissa’s primary focus has been its belief that it deserves direct representation on the Board. This has remained Sarissa’s primary objective even after its designation of Dr. Laurencin for election to the Board in 2021.

Engagement with Elliott

In December 2020, following constructive dialogue with many of the Company’s shareholders, including Elliott, and entry into a cooperation agreement with Elliott (the “Elliott Cooperation Agreement”), the Company announced its commitment to multi-year profitability targets, a review and optimization of the Company’s cost structure, potential monetization of non-core assets, and continued governance enhancements.

In connection with the December 2020 announcement, the Board continued its Board refreshment activities and appointed two new independent directors supported by Elliott – David Daglio, the former EVP, Chief Investment Officer and Executive director of Mellon Investments Corporation, and Brian McKeon, the Executive Vice President, Chief Financial Officer and Treasurer of IDEXX Laboratories, Inc. – who bring to the Board investor perspectives as well as strong financial and operational expertise. The Company also announced that two longer-serving directors planned to retire from the Board at the close of the Company’s 2021 annual general meeting of shareholders (the “2021 Annual Meeting”). As part of the Elliott Cooperation Agreement, the Board worked with Elliott to mutually identify and appoint one additional independent director in May 2021, Emily Alva, a financial, strategic and business advisor with more than two decades of experience, including as a former investment banker and M&A partner at Lazard.

The Elliott Cooperation Agreement also included agreed corporate governance enhancements, including a commitment by the Company to recommend declassification of the Board, and the establishment of the Financial Operating Committee to oversee, among other things, achievement of the Company’s profitability targets and potential monetization of the Company’s non-core assets. All three of the Elliott-supported directors have served as three of the five members of this committee since its formation.

Engagement with Sarissa

Since 2009, Dr. Denner has served on the board of directors of Biogen Inc. (“Biogen”), which exclusively licenses and globally commercializes VUMERITY®, a drug product that Alkermes developed and that was approved by the FDA in October 2019. Biogen pays Alkermes manufacturing fees for the supply of VUMERITY and royalties on net sales of VUMERITY. The companies are in frequent communication and discussion, including some in which the Company and Biogen have disagreed, regarding these manufacturing and commercialization activities.

 

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2020

On February 14, 2020, Sarissa filed a Schedule 13F disclosing ownership of approximately 2.33% of the outstanding ordinary shares of the Company as of December 31, 2019. The next day, Mr. Pops emailed Dr. Denner, acknowledging that Sarissa recently became a shareholder of the Company and suggesting a meeting.

Between August 2020 and December 2020, representatives of the Company had conversations with representatives of Sarissa, during which they discussed, among other things, the evolution of the Company’s business and its strategic priorities, and during which Dr. Denner commended Mr. Pops’ leadership. Feedback shared by Sarissa representatives during these conversations was communicated by management to the Board.

On December 4, 2020, the Company received notice from Sarissa of its intent to nominate Dr. Denner for election to the Company’s Board (the “First Sarissa Nomination Notice”).

Later that day, Dr. Denner and Mr. Pops held a virtual meeting. Mr. Pops expressed surprise to receive the notice given that Dr. Denner had not previously expressed any concerns about the Company. Dr. Denner indicated that he considered the notice a placeholder and that he thought he could be helpful on the Board. Mr. Pops inquired whether Dr. Denner would be willing to enter into a confidentiality agreement with the Company prior to their next discussion, and Dr. Denner agreed.

On December 7, 2020, Mr. Pops and Dr. Denner held a virtual meeting during which Mr. Pops informed Dr. Denner of the Company’s engagement with Elliott. Dr. Denner expressed frustration that Elliott was engaging with the Company despite not having publicly disclosed an ownership stake in the Company.

On December 10, 2020, after multiple productive engagements with Elliott, the Company announced the Elliott Cooperation Agreement, its commitment to long-term profitability targets and other governance and financial enhancements, and the appointment of two new independent directors, Mr. Daglio and Mr. McKeon.

2021

Between February 2021 and March 2021, Mr. Pops and Dr. Denner had numerous engagements. During these conversations and email communications, Mr. Pops described the Company’s ongoing board refreshment efforts. Mr. Pops solicited Dr. Denner’s input with respect to the specific skills and experience that he believed would be additive to the Board and his recommendations of specific individuals for consideration. Throughout this period, Mr. Pops relayed to the Board the substance of these interactions and the perspectives shared by Dr. Denner.

Throughout April 2021, representatives of the Company had numerous engagements with representatives of Sarissa during which they negotiated the details of a potential settlement agreement.

On April 24, 2021, Sarissa formally withdrew the First Sarissa Nomination Notice.

On April 29, 2021, the Company and Sarissa announced a settlement agreement, pursuant to which the Company granted Sarissa a right to designate one director for appointment to the Board from a predetermined list of candidates identified by Sarissa, with such right exercisable between October 30, 2021 and February 28, 2022 (the “Sarissa Settlement Agreement”).

On May 20, 2021, the Company announced the appointment to the Board of a new independent director, Ms. Alva, pursuant to the Elliott Cooperation Agreement.

On September 27, 2021, Mr. Gaffin, Chief Legal Officer of the Company, spoke with Mr. DiPaolo, Senior Partner and General Counsel of Sarissa. Mr. DiPaolo noted that Dr. Denner had identified a potential candidate for the Board, who was later disclosed to be Dr. Laurencin.

Between September 30, 2021 and November 18, 2021, representatives of the Company had numerous engagements with representatives of Sarissa, including with respect to Dr. Laurencin’s candidacy and to solicit Dr. Denner’s perspectives on the business.

On November 19, 2021, following an interview process led by the Nominating and Corporate Governance Committee, the Company announced the appointment of Dr. Laurencin to the Board pursuant to the Sarissa Settlement Agreement.

 

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2022

On January 3, 2022, approximately six weeks after the Board appointed Dr. Laurencin as director designee of Sarissa, Mr. DiPaolo emailed Mr. Gaffin requesting time to speak. Mr. Gaffin spoke with Mr. DiPaolo that same day. Mr. DiPaolo noted that Dr. Denner was planning to reach out to Mr. Pops to discuss Sarissa’s intent to nominate Dr. Denner and Dr. Schlesinger for election to the Board at the 2022 Annual Meeting.

On January 4, 2022, Mr. DiPaolo emailed Mr. Gaffin an electronic copy of Sarissa’s notice of its intention to nominate Dr. Denner and Dr. Schlesinger (the “2022 Sarissa Nominees”) for election to the Company’s Board at the 2022 Annual Meeting (the “Second Sarissa Nomination Notice”).

On January 5, 2022, Mr. Pops and Dr. Denner had a telephone conversation during which Dr. Denner expressed his belief that he could be helpful as a director to help assure other shareholders that the Company had not mishandled the situation related to the partial termination in respect of two license agreements with Janssen Pharmaceutica N.V. (“Janssen”). Mr. Pops indicated that he valued Dr. Denner’s feedback and would be happy to collaborate with him once again in identifying director candidates with the attributes and skills that would be additive to the Board given its current composition and the Company’s current strategic priorities.

On the morning of January 7, 2022, Mr. DiPaolo emailed Mr. Gaffin to indicate that a copy of the Second Sarissa Nomination Notice would be delivered to the Company’s registered offices, as required by the advance notice requirements of the Company.

On January 10, 2022, Sarissa filed a Schedule 13D disclosing the Second Sarissa Nomination Notice and beneficial ownership of approximately 8.67% of the outstanding ordinary shares of the Company.

On January 18, 2022, Mr. Pops emailed Dr. Denner requesting a telephone conversation. Mr. Pops’ assistant exchanged emails with Dr. Denner’s assistant, who agreed to a tentative date and indicated that she would confirm a meeting time. No such confirmation was made and Dr. Denner did not make himself available to speak with Mr. Pops again until nearly two months later.

On March 2, 2022, Mr. DiPaolo and Mr. Gaffin spoke twice. Mr. Gaffin reiterated the Company’s interest in engaging with Dr. Denner in respect of the Second Sarissa Nomination Notice and inquired why Dr. Denner chose not to respond to Mr. Pops’ attempts at outreach. Mr. DiPaolo responded that he was not privy to Dr. Denner’s rationale.

On March 3, 2022, Mr. Pops again emailed Dr. Denner noting that he had not heard back from him since early January. Mr. Pops remarked that he believed they should connect.

On March 10, 2022, in lieu of the proposed virtual meeting, Mr. Pops traveled to Greenwich, Connecticut to meet Dr. Denner at Sarissa’s offices in an effort to foster a more constructive dialogue. They met for two hours and discussed the Company’s business, including R&D activities, commercial performance and cost optimization efforts. Dr. Denner stated that Mr. Pops was doing a “good job”. Mr. Pops noted that certain longer-serving members of the Board might consider retiring and that the Board had identified the need for a director candidate, independent of Sarissa and the Company, with deep pharmaceutical drug development and R&D portfolio management experience, with a specific need for neuroscience expertise. Mr. Pops asked for Dr. Denner’s assistance in identifying such a director candidate and suggested that Sarissa’s designation of such a candidate for appointment to the Board could serve as the basis for a second settlement agreement between Sarissa and the Company. Mr. Pops and Dr. Denner discussed two such potential candidates that the Company had identified, including Dr. Christopher Wright, M.D., Ph.D. Dr. Denner noted that he was, coincidentally, planning to speak with Dr. Wright in the upcoming days.

On March 14, 2022, Mr. Pops emailed Dr. Denner to ask for his opinion on Dr. Wright as a candidate for the Board and to learn Dr. Denner’s interest in speaking with the other director candidate identified by the Company and its director recruitment firm.

On March 22, 2022, having not received a reply from Dr. Denner, Mr. Pops sent Dr. Denner another email asking that they reconnect to discuss the candidacy of Dr. Wright and the other director candidate previously identified, and to explore the feasibility of a settlement agreement.

Between March 22, 2022 and March 25, 2022, Mr. Pops’ assistant sent multiple emails to Dr. Denner’s assistant in order to arrange a time for Dr. Denner and Mr. Pops to speak. On March 25, 2022, Dr. Denner’s assistant responded that she was unable to schedule a time for such call.

 

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On March 25, 2022, Dr. Denner replied to Mr. Pops’ email from March 22, 2022. Dr. Denner stated that, after their discussion in Greenwich, he was considering Sarissa representatives as potential candidates for the Board: “Patrice Bonfiglio and also me!

On March 26, 2022, Mr. Pops replied to Dr. Denner’s email asking for his availability to speak during the weekend.

On March 28, 2022, Dr. Denner replied and Mr. Pops and Dr. Denner spoke by telephone later that day. Mr. Pops reiterated his desire to engage in constructive discussions with Dr. Denner about how to identify director nominees, independent of Sarissa and Alkermes, that could add neuroscience, pharmaceutical drug development and R&D portfolio capital allocation expertise and experience to the Board. In response, Dr. Denner praised Ms. Bonfiglio, a Sarissa employee whom Dr. Denner conceded did not have any public company board experience. Dr. Denner dismissed the potential candidacies of Dr. Wright and the other neuroscience expert that he and Mr. Pops had discussed during their in-person meeting. Mr. Pops reiterated his concerns around adding the Sarissa director nominees to the Board due to the mismatch of their skillsets relative to the Board’s identification of the need for a director nominee with substantial neuroscience, pharmaceutical drug development and R&D portfolio management experience, given the Company’s strategic focus in neuroscience. Feedback from this discussion was relayed to the Nominating and Corporate Governance Committee and the full Board.

On May 12, 2022, Mr. DiPaolo reached out to Mr. Gaffin for a discussion, during which Mr. DiPaolo continued to praise Dr. Denner as an ideal board member and expressed his belief that Dr. Denner’s appointment to the Board would serve to increase the Company’s share price and help the Company gain credibility.

On May 17, 2022, the Nominating and Corporate Governance Committee recommended to the Board that Dr. Wright, a neurologist and neuroscientist with more than 20 years of clinical and drug development experience, be appointed to the Board as a Class II director and be nominated for re-election by the Company’s shareholders at the 2022 Annual Meeting.

Between May 17, 2022 and May 26, 2022, representatives of the Company and Sarissa had numerous communications, including a virtual meeting between Mr. Pops and Dr. Denner, with respect to the Board’s refreshment activities and a potential amicable resolution, the Board’s desire to collaborate with Sarissa in lieu of a contested election and the Company’s anticipated timelines for filing of its preliminary proxy materials for the 2022 Annual Meeting.

On May 24, 2022, the Board appointed Dr. Wright to the Board (effective immediately) and appointed non-employee director Nancy Wysenski as the new Lead Independent Director of the Board (effective as of the close of the 2022 Annual Meeting). In addition, previous Lead Independent Director David Anstice AO and Wendy Dixon, Ph.D., the Company’s two longest-serving non-employee directors, announced their decisions to retire from the Board as of the close of the 2022 Annual Meeting.

On May 25, 2022, Dr. Denner requested to speak with the Board.

On May 26, 2022, Mr. Pops emailed Dr. Denner and explained that the Nominating and Corporate Governance Committee, which was composed at the time of three independent directors – Drs. Dixon and Snyderman and the Sarissa designee, Dr. Laurencin – reviewed and discussed the qualifications of the two 2022 Sarissa Nominees, including the detailed information about each such nominee that accompanied the Second Sarissa Nomination Notice, and unanimously determined that the 2022 Sarissa Nominees’ key attributes and experience were neither additive to the Board nor consistent with those attributes and experiences previously identified by the Board as important in a new director nominee in order to advance the long-term strategy of the Company and create shareholder value. Mr. Pops also stated that the Board would be happy to schedule a time to hear Dr. Denner’s perspectives once the current dispute is resolved.

Also on May 26, 2022, the Company filed its preliminary proxy statement.

On May 27, 2022, Sarissa issued a press release (the “May 27 Press Release”) regarding its engagement with the Company in which Sarissa made a number of false and misleading statements and mischaracterized actions taken by the Board.

That same day, Mr. Pops emailed Dr. Denner and, noting his disappointment with the May 27 Press Release, corrected misstatements made by Sarissa. Additionally, in response to Dr. Denner’s request, Mr. Pops informed Dr. Denner that independent directors of the Board were willing to listen to Dr. Denner’s views and explain their decision-making process in respect of the 2022 Sarissa Nominees.

 

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On June 3, 2022, Mr. Anstice, the Board’s outgoing Lead Independent Director, Ms. Wysenski, the Board’s incoming Lead Independent Director, Drs. Laurencin (a Sarissa-designated director) and Snyderman, and Mr. Daglio (an Elliott-supported director), held a videoconference call with Dr. Denner. During the call, the independent directors explained their decision-making process in respect of the 2022 Sarissa Nominees. Dr. Denner shared his perspectives on the Company and continued to insist that he and Dr. Schlesinger should be appointed to the Board. The directors present committed to Dr. Denner that they would relay his perspectives to the other independent directors of the Board.

Between June 5, 2022 and June 6, 2022, two independent directors, Mr. Anstice and Ms. Wysenski, engaged with Dr. Denner, including with respect to the Board’s discussion of the perspectives raised by Dr. Denner during the June 3, 2022 call and the Board’s subsequent determination, consistent with its earlier determination, that appointing the 2022 Sarissa Nominees would not be in the best interests of the Company and all shareholders.

On June 6, 2022, the Company filed its definitive proxy statement for the 2022 Annual Meeting.

On July 6, 2022, the day before the 2022 Annual Meeting, Sarissa issued a press release related to its engagement with the Company and Sarissa’s intention to vote “FOR” each director on the Company’s slate at the 2022 Annual Meeting. In such press release, Sarissa made additional false and misleading statements and mischaracterized actions taken by the Company. Sarissa also threatened that if a Sarissa representative is not soon appointed to the Board, Sarissa would take steps under Irish law to call an extraordinary general meeting of shareholders to selectively remove and replace members of the Board.

Also on July 6, 2022, Sarissa filed a Schedule 13D reporting its press release issued on July 6, 2022, that indicated “how the Reporting Persons intend to vote at the upcoming annual meeting of the Issuer and the reasons therefor”. Sarissa also disclosed beneficial ownership of approximately 8.55% of the outstanding ordinary shares of the Company.

On July 7, 2022, at the Company’s 2022 Annual Meeting, the Company’s shareholders approved all of the Company’s proposals, including election of each of the Board’s director nominees, with support ranging from 86% to 99% of the votes cast.

On October 7, 2022, Sarissa filed a Schedule 13D indicating its intent to enhance its buying power and opportunity to buy additional shares and derivative securities of the Company in order to increase its beneficial ownership of the Company. Sarissa also disclosed beneficial ownership of approximately 8.55% of the outstanding ordinary shares of the Company.

On December 7, 2022, the Company reached out to Dr. Denner as part of its routine shareholder outreach activities and offered Sarissa an opportunity to continue engaging with independent members of the Board.

On December 21, 2022, three independent members of the Board –Ms. Wysenski, our Lead Independent Director, Mr. Daglio and Mr. McKeon (two Elliott-supported directors)– held a meeting with a number of Sarissa representatives, including Dr. Denner, Ms. Bonfiglio and Mr. DiPaolo. During this meeting, the independent directors asked the Sarissa representatives if they had any constructive feedback on the Company’s business and performance that could be relayed to management and the Board. Dr. Denner and Mr. DiPaolo emphasized repeatedly Sarissa’s continued desire for additional Sarissa representation on the Board.

2023

On January 5, 2023, Dr. Denner emailed Ms. Wysenski inquiring regarding a discussion with the Nominating and Corporate Governance Committee regarding Sarissa’s request to have “Sarissa people” join the Board.

Later that day, Ms. Wysenski informed Dr. Denner that she was in the process of following up with the full Board regarding such discussion and would be in touch once that occurred.

On January 6, 2023, the Company announced that it had received a favorable interim award (the “Initial Interim Award”) in its arbitration proceedings with Janssen in respect of Janssen’s partial termination in the United States of two license agreements with the Company, which the Company announced in November 2021. In the Initial Interim Award, the arbitral tribunal agreed with Alkermes’ position that, while Janssen may terminate the agreements, Janssen may not continue to sell Products (as defined in the agreements) developed during the term of the agreements without paying royalties pursuant to the terms of the respective agreements. Dr. Denner had previously cited the Janssen partial terminations as a reason for deciding to submit the Second Sarissa Nomination Notice in 2022.

 

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On January 19, 2023, Ms. Wysenski emailed Dr. Denner to notify him that the full Board had been updated on the substance of the December conversation between representatives of Sarissa and representatives of the Board and that the Company would reach out to Sarissa soon to schedule a call between Sarissa and representatives of the Nominating and Corporate Governance Committee, as requested by Sarissa.

Between January 25, 2023 and January 31, 2023, the Company reached out to Dr. Denner’s office several times to coordinate time for a call between Sarissa and members of the Nominating and Corporate Governance Committee, as requested by Sarissa.

On February 2, 2023 at 11:42 am, Dr. Denner’s assistant responded to the Company’s January 31, 2023 email, asking that the meeting between Sarissa and the Nominating and Corporate Governance Committee be held at 3:00 pm that same afternoon.

Despite the short notice, that afternoon, three of the four members of the Nominating and Corporate Governance Committee held a meeting with representatives of Sarissa, including Dr. Denner and Ms. Bonfiglio. During this discussion, Sarissa reasserted its desire for representation on the Board, emphasizing that Sarissa deserved to have seats on the Board by virtue of its shareholdings alone. The members of the Nominating and Corporate Governance Committee reiterated to Dr. Denner the robust and independent process that it and the Board follow in evaluating the composition and effectiveness of the Board and assessing and recommending director candidates for election to the Board.

On Friday, February 3, 2023, Sarissa delivered to the Company a notice of its intention to nominate the three Sarissa Nominees – Dr. Denner, Dr. Schlesinger and Ms. Bonfiglio – for election to the Company’s Board at the 2023 Annual Meeting (the “Third Sarissa Nomination Notice”).

On February 6, 2023, Sarissa filed a Schedule 13D disclosing the Third Sarissa Nomination Notice, noting that Sarissa has been “…discussing Sarissa Capital representation on the Board with the Issuer’s independent directors for many months” and that such notice “reserves the Reporting Person’s right to seek Sarissa Capital representation directly from fellow shareholders at the upcoming annual meeting in the event the independent directors choose not to add Sarissa Capital representation to the Board”. Sarissa also disclosed beneficial ownership of approximately 8.54% of the outstanding ordinary shares of the Company.

On March 1, 2023, the Company emailed the office of Dr. Denner to notify Sarissa that the Nominating and Corporate Governance Committee would conduct individual interviews with each of the three director nominees and offer windows of time during early March during which such interviews could be conducted. A representative of Sarissa promptly responded to this request to schedule interviews with Sarissa Nominees Dr. Schlesinger and Ms. Bonfiglio; however, no similar availability for such an interview was provided for Dr. Denner.

On March 9, 2023, all members of the Nominating and Corporate Governance Committee separately interviewed each of Dr. Schlesinger and Ms. Bonfiglio.

Also on March 9, 2023, following the interviews with Dr. Schlesinger and Ms. Bonfiglio, Sarissa responded with Dr. Denner’s availability for an interview.

On March 17, 2023, all members of the Nominating and Corporate Governance Committee interviewed Dr. Denner.

On April 17, 2023, three independent members of the Board – Ms. Wysenski, our Lead Independent Director, Dr. Snyderman, chair of our Nominating and Corporate Governance Committee, and Ms. Alva, an Elliott-appointed director and member of the Nominating and Corporate Governance Committee, held a meeting with Dr. Denner. During this meeting, the directors relayed to Dr. Denner the process undertaken by the Nominating and Corporate Governance Committee and the Board in assessing the candidacy of the Sarissa Nominees and the decision of the Board not to endorse the Sarissa Nominees for election to the Board. The directors also reiterated that the Board would like to continue to engage with Sarissa in a constructive manner and offered examples of potential opportunities for constructive engagement going forward. The directors stated that the Board was open to creative options to come to an amicable resolution beyond these examples and asked that Dr. Denner consider and suggest any other solutions that may be acceptable to him to avoid a potential proxy contest.

 

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On April 19, 2023, Ms. Wysenski emailed Dr. Denner to follow up on the discussion earlier that week, noting appreciation for the constructive nature of the discussion and that the substance of the discussion would be relayed to the full Board. She also asked Dr. Denner whether he had any further ideas that could help support a collaborative dialogue, noting that the Board would welcome such ideas in advance of the Company’s filing of its proxy statement in the near term.

On April 22, 2023, Dr. Denner responded to Ms. Wysenski, asking, among other things, what harm would arise from putting Sarissa’s nominees on the Board. Dr. Denner expressed his hope to continue the dialogue, but did not suggest any additional constructive solutions to avoid a proxy fight.

On April 25, 2023, the Company announced receipt of a second favorable interim award in its arbitration proceedings with Janssen in respect of Janssen’s partial terminations in the United States of two license agreements with the Company. Dr. Denner had previously cited the Janssen partial terminations as a reason for deciding to submit the Second Sarissa Nomination Notice in 2022.

On April 25, 2023, Ms. Wysenski emailed Dr. Denner, stating again the Board’s desire to continue the dialogue with Sarissa and its hope to reach a constructive resolution. Ms. Wysenski asked Dr. Denner again to respond with any ideas that could help support a collaborative dialogue. She also informed him that the Company intended to file its proxy materials shortly. Ms. Wysenski received no reply from Dr. Denner.

On May 2, 2023, Ms. Wysenski again emailed Dr. Denner, expressing a desire to reach an amicable resolution before the Company files its proxy materials, which she informed him was planned to occur in short order. The email reiterated the Board’s offer to establish regular dialogue with Sarissa as part of a settlement and its willingness to consider potential alternative solutions in lieu of a contested election, and asked Dr. Denner to respond with any ideas he has for doing so.

On May 3, 2023, Dr. Denner replied to Ms. Wysenski, noting Sarissa’s desire to settle and that he had ideas for discussion, but not providing any description or details of such ideas or offering any times for discussion.

On May 4, 2023, Ms. Wysenski emailed Dr. Denner to request that he share, in writing, any actionable ideas for a potential settlement so that she could relay them to the full Board for consideration. She also noted that the Company intended to file its preliminary proxy statement on May 8, 2023 and reiterated that the Company remained open to an amicable resolution, noting that the filing of its preliminary proxy materials would not preclude continuation of the dialogue with Sarissa.

On May 7, 2023 around 10 pm, Dr. Denner replied to Ms. Wysenski regarding potential further discussions. On May 8, 2023, Ms. Wysenski responded to Dr. Denner acknowledging his response and noting that the Board remains open to continuing to explore possible ideas for settlement with Sarissa. Ms. Wysenski informed Dr. Denner that the Company would proceed to file its preliminary proxy materials later that day as planned, and reiterated that doing so would not preclude a potential settlement.

On May 8, 2023, the Company filed its preliminary proxy statement.

On May 15, 2023, Sarissa filed its preliminary proxy statement.

On May 16, 2023, four independent members of the Board – Ms. Wysenski, Dr. Snyderman, Ms. Alva, and Mr. Daglio – held a meeting with Dr. Denner and other Sarissa representatives during which potential ideas for settlement were discussed. The directors noted that the substance of the discussion would be relayed to the full Board.

On May 18, 2023, Ms. Wysenski emailed Dr. Denner, reiterating the Board’s willingness to establish regular meetings with Sarissa representatives as the construct of a settlement. She also noted that the Board discussed the proposed settlement concept advanced by Sarissa and determined that it did not address the substantive considerations of the Board in determining not to endorse the Sarissa director candidates and was not in the best interests of Alkermes’ shareholders, but that the Board remained open to exploring additional ideas for potential settlement.

On May 19, 2023, the Company filed this revised preliminary proxy statement.

 

     ALKERMES PLC        2023 Proxy Statement        31  


Table of Contents

PROPOSAL 1

 

 

ELECTION OF DIRECTORS

(Ordinary resolutions)

Our Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated each of the following Board Nominees for election as Class II and Class III directors, as applicable, for a one-year term expiring at the close of the Company’s 2024 annual general meeting of shareholders or until their successor is appointed or their earlier resignation or removal:

 

 Name

    Age+      

Director

Since

 

 

  Committee Memberships /Leadership    

Indepen

dence

 

 

   

Outside 
Public* 
Boards 
 
 
 

  Class II Directors

                                   
   

    Emily Peterson Alva

    48       2021     Financial Operating; Nominating and Corporate Governance           1  
   

    Cato T. Laurencin, M.D., Ph.D.

    64       2021     Nominating and Corporate Governance           1  
   

    Brian P. McKeon

    61       2020     Compensation; Financial Operating (Chair)           0  
   

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

    57       2022     Nominating and Corporate Governance           0  

  Class III Directors

                                   
   

    Shane M. Cooke

    60       2018     None           2  
   

    Richard B. Gaynor, M.D.

    73       2019     Compensation           2  
   

    Richard F. Pops

    61       2011     Chairman     ×       1  

+Ages presented are as of May 8, 2023.

*Represents the number of public company boards on which the director serves in addition to our Board.

Term and Board Declassification: Our Board is currently divided into three classes of directors. Historically, each class of directors was elected to serve a staggered three-year term. In June 2021, after considering feedback from our shareholders, our Board asked our shareholders to approve, and our shareholders approved, certain amendments to our Articles of Association that serve to declassify our Board over a three-year period. Per our Articles of Association (as so amended), since the 2022 Annual Meeting, each class of directors that is up for election is eligible for a one-year term. Accordingly, any director nominee elected pursuant to this Proposal 1 will be elected to serve a one-year term expiring at our 2024 annual general meeting of shareholders. The June 2021 amendments to our Articles of Association did not impact the terms of directors elected at or prior to our 2021 annual general meeting of shareholders, such that the Class I directors who were elected to a three-year term in 2021 will complete their three-year terms, which expire at our 2024 annual general meeting of shareholders. As of our 2024 annual general meeting of shareholders, our Board will be fully declassified.

Contested Election: On February 3, 2023, Sarissa Offshore delivered a notice to the Company of its intent to nominate three director candidates for election to the Board at the Annual Meeting. The Nominating and Corporate Governance Committee and the Board considered the candidacy of each of the Sarissa Nominees and, in making its recommendations for the directors to be elected at the Annual Meeting, carefully considered the best interests of the Company and its shareholders. THE BOARD DOES NOT ENDORSE THE SARISSA NOMINEES AND RECOMMENDS THAT YOU ONLY VOTE “FOR” THE SEVEN BOARD NOMINEES AND THAT YOU DO NOT MARK A VOTE WITH RESPECT TO ANY SARISSA NOMINEE. You may receive a proxy statement, blue proxy card and other solicitation materials from Sarissa. You should disregard those materials and only vote on a WHITE proxy card that you receive from the Company.

Recommendation: The Board recommends that you vote FOR the election of each of the seven Board Nominees. As described in detail below, each of the Board Nominees has considerable professional and business expertise. Our Board’s recommendation is based on its carefully considered judgment that the experience, qualifications, attributes and skills of the Board Nominees qualify them to serve on our Board.

 

     ALKERMES PLC        2023 Proxy Statement        32  


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The Board has been informed that each of the Board Nominees has consented to serve as a nominee, to serve as a director if elected, and to be named as a nominee in this proxy statement. If, however, any Board Nominee should, prior to the Annual Meeting, decline to serve or become unavailable for election at the Annual Meeting, an event which the Board does not anticipate, the named proxy holders intend to vote for such other director nominee or nominees as may be designated by the Board, unless the Board reduces the number of directors which comprise the Board accordingly.

Plurality Voting Standard: Our Articles of Association provide for a plurality voting standard for contested director elections. There are seven available director positions for election as Class II and Class III directors, as applicable, at the Annual Meeting. Because this is a contested election in which the number of director nominees exceeds the number of available director positions, only those directors who receive the highest number of votes cast in favor of their election on their respective resolution (meaning the number of shares voted “FOR” each nominee) in person or by proxy at the Annual Meeting will be elected to serve on the Board. Under this plurality voting standard, votes to “WITHHOLD” on director nominees will have no effect on the election of director nominees. Broker non-votes will have no effect on the election of director nominees because they are not considered to be votes cast.

 

 

The Board recommends that you vote FOR election of each of the seven Board Nominees using the enclosed WHITE proxy card.

 

     ALKERMES PLC        2023 Proxy Statement        33  


Table of Contents

Board of Directors

 

 

Board Size and Structure

In accordance with our Articles of Association, the Board reviews the appropriateness of the size of the Board from time to time and increases or decreases the number of director seats on the Board as it deems appropriate. In May 2022, the Board approved (i) effective immediately, an increase in the size of the Board from 12 directors to 13 directors and appointed Dr. Wright to fill the newly created vacancy on the Board, and (ii) effective upon the retirement from the Board of former directors David W. Anstice AO and Wendy L. Dixon, Ph.D. at the close of the 2022 Annual Meeting, a decrease in the size of the Board from 13 directors to 11 directors.

Board Declassification: In accordance with our Articles of Association, our Board is currently divided into three classes of directors. Historically, each class of directors was elected to serve a staggered three-year term. In June 2021, after considering feedback from certain of our shareholders, we asked our shareholders to approve, and our shareholders approved, certain amendments to our Articles of Association that serve to declassify our Board over a three-year period. Accordingly, beginning with the 2022 Annual Meeting, each class of directors that is up for election is eligible for a one-year term. A director elected by the Board to fill a vacancy in a class will serve for the remainder of the full term of that class and until the director’s successor is elected and qualified, or, if sooner, until their death, resignation, retirement, disqualification or removal.

The Board Nominees and continuing directors are currently divided among the classes as follows:

 

Class I Directors

Term Expires at 2024

Annual General Meeting of

Shareholders

  

Class II Directors

Term Expires at this Annual Meeting

  

Class III Directors

Term Expires at this Annual

Meeting

David A. Daglio, Jr.    Emily Peterson Alva    Shane M. Cooke
Nancy L. Snyderman, M.D.    Cato T. Laurencin, M.D., Ph.D.    Richard B. Gaynor, M.D.
Frank Anders Wilson    Brian P. McKeon    Richard F. Pops**
Nancy J. Wysenski*    Christopher I. Wright, M.D., Ph.D.     

 

*

Lead Independent Director

** Chairman of the Board

As discussed below, the composition and functioning of our Board and each of its committees complies with all applicable rules and regulations of the Nasdaq Stock Market (“Nasdaq” and such rules and regulations, the “Nasdaq Rules”) and requirements of the Exchange Act and other SEC regulations.

Independence of Members of the Board

In accordance with our Corporate Governance Guidelines, not less than a majority of the Board must meet the independence requirements set forth in the Nasdaq Rules. The Board annually makes a determination as to whether each director is “independent” as set forth in the applicable provisions of the Nasdaq Rules and the Exchange Act and the rules promulgated thereunder. To assist in making its determination, the Board periodically reviews each director’s status as an independent director, including soliciting information from each director regarding whether such director, or any member of their immediate family, had a direct or indirect material interest in any transactions involving the Company, was involved in a debt relationship with the Company, received personal benefits outside the scope of such person’s normal compensation or has any other relationship with the Company that, in the judgment of the Board, would interfere with such director’s exercise of independent judgment in carrying out such director’s responsibilities as a director.

Based on the information provided by each of the Company’s directors, the Board has determined that, with the exception of Richard F. Pops (our CEO), each of our current directors and each director who served on our Board during any part of 2022 is independent, and that each member of each standing committee of our Board—the Audit and Risk Committee, Compensation Committee and Nominating and Corporate Governance Committee—is (or was at the time of their service on our Board) “independent” (as defined in the applicable provisions of the Nasdaq Rules and the Exchange Act and the rules promulgated thereunder). There are no family relationships among any of our directors, director nominees or executive officers.

 

     ALKERMES PLC        2023 Proxy Statement        34  


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Board Leadership Structure

Chairperson of the Board. The chairperson of the Board presides at meetings of the shareholders and the Board and is primarily responsible for overseeing the development of the Company’s strategic goals and objectives. Mr. Pops has served as Chairman of the Board since 2011.

In deciding to appoint Mr. Pops to the combined role of CEO and Chairman, the Board recognized Mr. Pops’ ability to provide effective, consistent and continuous leadership to both the Board and the Company, his ability to align the strategic objectives of both management and the Board, his extensive knowledge of the Company’s operations and the industry and markets in which the Company operates and competes, and his ability to promote communication and synchronize activities between the Board and senior management.

Lead Independent Director. Recognizing the equal importance of effective independent oversight of the Company, the independent members of the Board annually elect an independent non-employee director to serve as the Lead Independent Director of the Board, whose leadership responsibilities include, among others:

 

   

presiding at meetings of the Board at which the chairperson of the Board is not present, including all executive sessions of the independent directors and/or the non-employee directors;

 

   

approving meeting agenda items and frequency, and facilitating director input on such items, to ensure there is sufficient time for discussion of all agenda items, and advising the chairperson on, and approving the quality, quantity and timeliness of, information provided to Board members;

 

   

serving as the principal liaison between the chairperson of the Board and the independent and/or non-employee directors;

 

   

facilitating the retention of outside advisors and consultants who report directly to the Board on Board-wide issues;

 

   

calling meetings of the independent directors and/or the non-employee directors of the Board, if and as needed, and ensuring that the independent and/or the non-employee directors of the Board have adequate opportunities to discuss issues in meetings without management present;

 

   

ensuring directors have adequate resources to support their decision-making and effectively and responsibly perform their duties; and

 

   

engaging with shareholders, as appropriate.

A current copy of our Charter of the Lead Independent Director is available on the Corporate Governance page of the Investors section of our website at www.alkermes.com.

Effective July 2022, the Board appointed Nancy J. Wysenski to serve as Lead Independent Director of the Board. In this capacity, Ms. Wysenski has played an active and engaged leadership role in activities and meetings of the Board, including executive sessions of the independent directors, and has participated alongside Company management in shareholder engagement activities.

Assessment of Board Leadership Structure. The Board periodically reviews its composition and leadership structure. The Board believes that its current leadership structure provides an efficient and effective balance between management and independent leadership and is the most appropriate Board leadership structure for the Company at this time.

Committees. The Board delegates substantial responsibilities to its three standing committees—Audit and Risk, Compensation, and Nominating and Corporate Governance—each of which is comprised solely of independent directors and led by an independent chair, and to other committees that the Board may establish from time to time, including the recently constituted Financial Operating Committee. These committees and their respective oversight responsibilities are discussed in detail below in the section entitled “The Role of the Board and its Committees” beginning on page 44 of this proxy statement.

 

     ALKERMES PLC        2023 Proxy Statement        35  


Table of Contents

Director Diversity, Qualifications and Experience

The Nominating and Corporate Governance Committee strives to ensure that the composition of the Board reflects an appropriate diversity of tenure, viewpoints, financial expertise, industry experience and skills, and personal characteristics such as age, gender, race, ethnicity and geographic or cultural backgrounds, and periodically reviews and updates the Company’s criteria and desired qualifications for nomination to the Board to reflect this goal.

Consistent with this approach, in 2019, the Board codified in our Corporate Governance Guidelines our practice, also known as the “Rooney Rule”, of requiring that diverse candidates, including candidates who are women and candidates from underrepresented communities, be included in any pool from which nominees for a director opening are selected. For additional discussion of our director criteria and nomination processes, see the section entitled “Policies Governing Director Nominations, Evaluations and Tenure” on page 51 of this proxy statement.

Our Board has a strong representation of directors who are diverse in terms of age, self-identified gender and race/ethnicity, and a mix of newer and longer-tenured directors, providing what we consider to be an appropriate balance of experience, institutional knowledge, fresh perspectives and skillsets.

The following graphics reflect the composition of the Board following the Annual Meeting, assuming the re-election of each of the seven Board Nominees.

LOGO

 

Board Diversity Matrix

The following table provides certain self-identified personal characteristics of our Board members, in accordance with Rule 5605(f) of the Nasdaq listing standards:

 

Board Diversity Matrix

   As of May 8, 2023

    Total Number of Directors: 11

     Female    Male    Non-Binary    Did Not Disclose 
Gender

  Number of directors based on gender identity

     3    8      

  Number of directors who identify in any of the categories below:

    African American or Black

      2      

    White

   3    5      

    Did not disclose demographic background

      1      

 

     ALKERMES PLC        2023 Proxy Statement        36  


Table of Contents

Board Skills Matrix

The following table highlights the specific skills, qualifications, and other attributes of our Board Nominees and continuing directors. The lack of a mark for a particular item for a director does not mean the director lacks that skill or qualification; rather, a mark indicates a specific area of focus or expertise of such director on which the Board relies. Additional information about each director’s background, business experience and other matters, including a description of how each individual’s experience qualifies him or her to serve on the Board, is provided below, beginning on the following page of this proxy statement.

LOGO

 

     ALKERMES PLC        2023 Proxy Statement        37  


Table of Contents

Board Nominee Biographical Information

The following descriptions set forth additional information regarding the Board Nominees, each of whom contributes significantly to the diversity of specific experience, skills and characteristics of our Board.

 

Emily Peterson Alva

 

LOGO

 

INDEPENDENT

 

Director since: May 2021*

 

Committee Memberships: Financial Operating;

Nominating and Corporate Governance

 

Current Public Company Boards:

 

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

  

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.

 

*Ms. Alva was appointed to the Board in connection with an agreement entered into between the Company and shareholder Elliott in December 2020.

Shane M. Cooke

 

LOGO

 

INDEPENDENT

 

Director since: March 2018

 

Committee Memberships: None

 

Current Public Company Boards:

 

Prothena Corporation plc (Nasdaq: PRTA) since 2012

 

Endo International plc (Nasdaq: ENDP) since 2014

  

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.

 

     ALKERMES PLC        2023 Proxy Statement        38  


Table of Contents

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

LOGO

 

INDEPENDENT

 

Director since: November 2021*

 

Committee Memberships: Nominating and Corporate Governance

 

Current Public Company Boards:

 

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

  

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.

*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.

Richard B. Gaynor, M.D.

LOGO

 

INDEPENDENT

 

Director since: September 2019

 

Committee Memberships: Compensation

 

Current Public Company Boards:

 

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

 

Zai Lab Limited (Nasdaq: ZLAB) since November 2021

  

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.

 

     ALKERMES PLC        2023 Proxy Statement        39  


Table of Contents

Brian P. McKeon

LOGO

 

INDEPENDENT

 

Director since: December 2020

 

Committee Memberships: Compensation; Financial Operating (Chair)

 

Current Public Company Boards: None

 

Appointed with support of Elliott

  

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.

Richard F. Pops

LOGO

 

Director since: September 2011

 

Leadership: Chairman

 

Committee Memberships: Financial Operating

 

Current Public Company Boards:

 

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

  

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

 

Qualifications and Skills: Mr. Pops’ qualifications for our Board include his leadership experience, business judgment and deep industry knowledge. As a senior executive of Alkermes, 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 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.

 

     ALKERMES PLC        2023 Proxy Statement        40  


Table of Contents

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

LOGO

 

INDEPENDENT

 

Director since: May 2022

 

Committee Memberships: Nominating and Corporate Governance

 

Current Public Company Boards: None

  

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.

Continuing Director Biographical Information

The following descriptions set forth additional information regarding our continuing directors, each of whom contributes significantly to the diversity of specific experience, skills and characteristics of our Board.

 

David A. Daglio, Jr.

LOGO

 

INDEPENDENT

 

Director since: December 2020

 

Committee Memberships: Audit and Risk; Financial Operating

 

Current Public Company Boards:

None

 

Appointed with support of Elliott

  

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.

 

     ALKERMES PLC        2023 Proxy Statement        41  


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Nancy L. Snyderman, M.D.

LOGO

 

INDEPENDENT

 

Director since: May 2016

 

Committee Memberships: Audit and Risk; Nominating and Corporate Governance (Chair)

 

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

  

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

 

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

 

Frank Anders “Andy” Wilson

LOGO

 

INDEPENDENT

 

Director since: September 2019

 

Committee Memberships: Audit and Risk (Chair); Financial Operating

 

Current Public Company Boards:

 

Cabot Corporation (NYSE: CBT) since September 2018

 

Novanta Inc. (Nasdaq: NOVT) since May 2021

  

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

 

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

 

     ALKERMES PLC        2023 Proxy Statement        42  


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Nancy J. Wysenski

LOGO

 

INDEPENDENT

 

Director since: May 2013

 

Leadership: Lead Independent Director

 

Committee Memberships: Compensation (Chair)

 

Current Public Company Boards:

 

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

  

Experience: Ms. Wysenski served as the Executive Vice President and Chief Commercial Officer of Vertex Pharmaceuticals Incorporated (“Vertex”) from December 2009 through June 2012. Prior to joining Vertex, Ms. Wysenski held the position of Chief Operating Officer of Endo Pharmaceuticals plc (“Endo”), a specialty pharmaceutical company, where she led sales, marketing, commercial operations, supply chain management, human resources and various business development initiatives. Prior to her role at Endo, Ms. Wysenski participated in the establishment of EMD Pharmaceuticals, Inc., where she held various leadership positions, including the role of President and Chief Executive Officer from 2001 to 2006 and Vice President of Commercial from 1999 to 2001. From 1984 to 1998, Ms. Wysenski held several sales-focused roles at major pharmaceutical companies, including Vice President of Field Sales for Astra Merck, Inc. Ms. Wysenski formerly served as a director for Reata Pharmaceuticals, Inc., now a publicly-traded biopharmaceutical company, and more recently served as a director for Provention Bio, Inc., a formerly publicly-traded pharmaceutical company, from May 2020 until its acquisition by Sanofi in April 2023, Inovio Pharmaceuticals, Inc., a publicly-traded biopharmaceutical company, from March 2015 to May 2017, Tetraphase Pharmaceuticals, Inc., a formerly publicly-traded biopharmaceutical company, from March 2014 to July 2020, and Dova Pharmaceuticals Inc., a formerly 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.

 

     ALKERMES PLC        2023 Proxy Statement        43  


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The Role of the Board and its Committees

 

 

The Company’s business, property and affairs are managed under the direction of the Board. Members of the Board are kept informed of the Company’s business through discussions with the CEO and other officers of the Company, review of materials provided to them, visits to the Company’s facilities and participation in meetings of the Board and its committees and the Company’s annual general meetings of shareholders.

The Board has delegated to the CEO, working with the other executive officers of the Company, the authority and responsibility for managing the business of the Company in a manner consistent with the standards, values and practices of the Company, and in accordance with any specific plans, instructions or directions of the Board. The CEO and management are responsible for seeking the advice, and in appropriate situations, the approval, of the Board with respect to certain actions to be undertaken by the Company.

The Board’s Role in Oversight of Risks and Opportunities

Assessing and managing risks and opportunities is the responsibility of our management, and our Board oversees and reviews various aspects of the Company’s processes for management of such risks and opportunities. The Board executes this oversight responsibility directly and through its committees, including as set forth below:

 

   

Strategy Sessions: Each year, the Board holds multiple meetings with the Chairman of the Board and CEO and with other members of management to discuss and review the Company’s mid- to long-term operating plans and overall corporate strategy, including a discussion of key risks to such plans and strategy and ways to mitigate such risks, and opportunities. The involvement of the Board in reviewing, and providing feedback on, the Company’s business strategy is critical to the determination of the types of activities and appropriate levels of risk undertaken by the Company. In addition, as part of the Board’s regularly scheduled meetings, the Board is provided an update on the Company’s progress against its corporate objectives and execution of its strategy, and discusses and provides feedback regarding the strategic direction of the Company and issues and opportunities facing the Company in light of trends and developments in the industry and the general business environment.

 

   

Profitability Targets: The Financial Operating Committee is responsible for overseeing the Company’s initiatives in support of achievement of the Company’s stated profitability targets and any risks related to such activities or the Company’s ability to achieve such targets.

 

   

Environmental, Social and Governance Matters: The Board is responsible for oversight of ESG risks and opportunities tied to the Company’s overall business strategy, and has delegated to each of its standing committees significant oversight responsibilities in respect of such matters, including:

 

     

The Nominating and Corporate Governance Committee is responsible for overseeing the Company’s corporate governance practices and policies, including those related to: Board evaluation, composition and refreshment; management and leadership development; DIB; human resource management and support; environmental, health, safety, security and corporate responsibility and sustainability matters, including our progress and reporting in respect of such matters; our succession plans for the CEO and other key executive officers; political lobbying activities and political contributions; compliance with our Code of Conduct, Corporate Governance Guidelines and Share Ownership and Holding Guidelines; conflicts of interest; and director overboarding. The Nominating and Corporate Governance Committee also reviews and advises on shareholder interactions and proposals and related risks and opportunities.

 

     

The Audit and Risk Committee is responsible for oversight of the broader enterprise risk assessment process, which integrates risks related to ESG matters such as cybersecurity, data privacy, information technology, environmental stewardship and sustainability matters, including climate change, and our environmental, health, safety and security programs and practices, and mitigation activities related to such risks. The Audit and Risk Committee is also responsible for overseeing integration of ESG disclosures into the Company’s SEC filings, as appropriate, including disclosure in respect of the Company’s human capital management.

 

     ALKERMES PLC        2023 Proxy Statement        44  


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The Compensation Committee is responsible for ensuring that the Company’s compensation and benefits programs and practices are supportive of the Company’s human capital management initiatives, including in respect of talent and leadership development, recognition and retention, and DIB objectives. The Compensation Committee is also responsible for recommending to the Board the incorporation, as appropriate, of ESG considerations, including in respect of environmental sustainability, social responsibility, employee engagement and DIB, into the Company’s annual corporate objectives and executive and Company-wide incentive compensation plans.

 

   

Compensation Practices and Policies: The Compensation Committee is responsible for reviewing and evaluating risks and opportunities related to our compensation practices and policies, including as they may impact our human capital development and management initiatives. In addition, the Board oversees risks and opportunities relating to our equitable pay assessments and practices. For additional discussion of the Company’s compensation-related risk assessment, see the section entitled “Risk Assessment Concerning Compensation Practices and Policies” on page 116 of this proxy statement.

 

   

Enterprise Risk Management and Assessment: The Audit and Risk Committee is primarily responsible for oversight of our enterprise risk management. Our Chief Risk Officer is responsible for our enterprise risk management processes and provides—himself or through a designee—an annual overview of such processes and the results of the Company’s annual enterprise risk management assessment, performed in conjunction with the Company’s senior management team, to the Audit and Risk Committee and the full Board. The Audit and Risk Committee regularly reviews our enterprise risk management processes and discusses and evaluates, on an as-needed basis, any risks identified by such processes or otherwise, including cybersecurity risks and other risks related to information technology, and any mitigation opportunities or actions taken in response to such risks. Members of the Audit and Risk Committee have direct access to our Chief Risk Officer on an ongoing basis.

 

   

Audit of Internal Controls and Procedures: The Audit and Risk Committee is responsible for overseeing the Company’s financial, accounting and enterprise risk management programs and policies. As part of fulfilling these responsibilities, the Audit and Risk Committee meets regularly with PwC, our independent auditor and accounting firm, and members of management and other Company employees, including our Chief Financial Officer and members of our legal and financial compliance departments, to assess the integrity of our financial reporting processes and internal controls, including actions taken to monitor and address risks related to such processes and controls, and our enterprise risk management and mitigation activities. The Audit and Risk Committee also regularly meets with PwC in executive session, without management present. The Board and the Audit and Risk Committee receive regular assessments from management as to our policies and internal procedures designed to promote compliance with laws and regulations affecting our business and the results of our internal auditing and monitoring practices in this regard.

 

   

Irish Law Compliance Policy Statement: The Board has adopted a Compliance Policy Statement, pursuant to Section 225 of the Companies Act. On an annual basis, our directors review the Company’s arrangements and structures intended to secure material compliance with the Company’s relevant obligations under applicable Irish corporate and tax laws.

In performing their oversight functions, the Board and each Board committee has full access to management, including our Chief Risk Officer and our Chief Compliance Officer, and the ability to engage outside advisors.

The Committees of the Board

The Board currently has three standing committees: Audit and Risk Committee, Compensation Committee, and Nominating and Corporate Governance Committee, each of which is comprised entirely of independent directors. The Board may also, from time to time, form new committees or subcommittees, such as the recently constituted Financial Operating Committee, based on Company circumstances or when a desire for a more focused committee is identified. The Board may also disband current committees or subcommittees as it deems appropriate.

The Board is responsible for the appointment of committee members and relies on the Nominating and Corporate Governance Committee to recommend to the Board candidates for such appointments, and candidates to serve as the chairs of such committees. Each committee of the Board has the authority to engage outside experts, advisors and counsel, or to establish subcommittees, in each case to the extent it considers appropriate to assist the committee in its work.

 

     ALKERMES PLC        2023 Proxy Statement        45  


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Each of the standing committees of the Board, and the Financial Operating Committee, has a written charter, approved by the Board, which describes the committee’s general authority and responsibilities. Each standing committee of the Board undertakes an annual review of its charter and works with the Board to make such revisions as it and the Board consider appropriate.

A current copy of the charters for each of the standing committees and the Financial Operating Committee is available on the Corporate Governance page of the Investors section of our website at www.alkermes.com.

The chair of each Board committee, in consultation with the Chairman of the Board and appropriate members of management, determines the frequency and length of each committee meeting and works with management to develop the agenda for each meeting. The agendas and meeting minutes of the Board committees are available to the full Board, and other Board members are welcome to attend Board committee meetings, except that non-independent directors are not permitted to attend the executive sessions of any standing Board committee. Each Board committee regularly reports to the Board concerning its activities.

Audit and Risk Committee

 

  Members*    Meetings held in 2022: 4

    David A. Daglio, Jr.

    Nancy L. Snyderman, M.D.

    Frank Anders Wilson (Chair)

   Committee Independence+: 100%

* Membership as of the date of this proxy statement.

+ Independence as defined in Rule 5605(a)(2) and 5605(c)(2) of the Nasdaq listing standards and the applicable requirements of the Exchange Act.

In compliance with the Sarbanes-Oxley Act of 2002, the Board has determined based on available facts and circumstances that Mr. Wilson is an “audit committee financial expert” as defined by the SEC.

The Audit and Risk Committee’s responsibilities include:

 

   

appointing, compensating and retaining, and overseeing the work performed by, our independent auditor and accounting firm;

 

   

assisting the Board in fulfilling its responsibilities by reviewing our financial reports to be furnished to or filed with the SEC, our internal financial and accounting controls and all related-party transactions;

 

   

overseeing the Company’s procedures designed to improve the quality and reliability of the disclosure of our financial condition and results of operations;

 

   

reviewing and discussing with management and the Board the Company’s anticipated funding needs, material financing plans and investment policies;

 

   

assessing and overseeing the Company’s enterprise risk management framework and the major risk exposures to the Company’s business, including strategic, legal, financial, accounting, operational, regulatory, compliance, privacy, security, cybersecurity, and information technology risk exposures, and the steps management has taken to monitor and address such risk exposures;

 

   

reviewing the Company’s material financing plans and investment policies and any transactions with related parties;

 

   

preparing an annual Report of the Audit and Risk Committee for inclusion in our proxy statement in accordance with applicable rules and regulations;

 

   

discussing the legal and regulatory requirements applicable to the Company, and the Company’s compliance with such requirements, with management, our independent auditor and accounting firm and the Board; and

 

   

reviewing procedures of the Company designed to facilitate the receipt, retention and treatment of complaints relating to accounting, internal accounting controls, auditing matters or other compliance matters, in consultation with other Board committees as needed; and the receipt of confidential, anonymous submissions by employees of concerns regarding questionable accounting or auditing matters.

 

     ALKERMES PLC        2023 Proxy Statement        46  


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The Audit and Risk Committee engages and determines compensation for advisers as necessary and directs the distribution of funding provided by the Company to such advisers. The Audit and Risk Committee evaluates the performance of the independent auditor and accounting firm, ensures regular rotation of the audit partners from the independent auditor and accounting firm and considers the discharge of the independent auditor and accounting firm when circumstances warrant. Additionally, the Audit and Risk Committee is responsible for review and approval, in advance, of any and all audit and non-audit services to be performed by our independent auditor and accounting firm. The authority to pre-approve non-audit services may be delegated to one or more members of the Audit and Risk Committee. All services provided by PwC during 2022 were pre-approved by the Audit and Risk Committee.

Compensation Committee

 

  Members*    Meetings held in 2022: 10

    Richard B. Gaynor, M.D.

    Brian P. McKeon

    Nancy J. Wysenski (Chair)

   Committee Independence+: 100%

*Membership as of the date of this proxy statement.

+ Independence as defined in Rule 5605(a)(2) of the Nasdaq listing standards.

In determining the members of the Compensation Committee, the Board considers whether directors qualify as “non-employee directors” as defined in Rule 16b-3 under the Exchange Act and as “outside directors” as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

The Compensation Committee’s responsibilities include:

 

   

discharging the Board’s responsibilities relating to the compensation of our executives;

 

   

establishing and reviewing our compensation philosophy and programs in light of our company strategies and objectives and in conjunction with review of compensation trends and practices of comparable companies to assess the competitiveness of our compensation program;

 

   

reviewing, adopting, amending or terminating, and administering, our incentive compensation and equity plans, our Clawback Policy and all compensation-related agreements or arrangements with our executive officers;

 

   

producing an annual Compensation Committee Report for inclusion in our proxy statement and/or annual report on Form 10-K in accordance with applicable rules and regulations;

 

   

reviewing and discussing with management our executive compensation disclosure, including our “Compensation Discussion and Analysis” disclosure, included in reports, proxy statements and registration statements filed with the SEC;

 

   

directing the appointment and compensation, and overseeing the work, of any compensation consultant, legal counsel or other adviser retained by the Compensation Committee, with the Company required to provide for appropriate funding, as determined by the Compensation Committee, for payment of reasonable compensation to any such compensation consultant, legal counsel or other adviser;

 

   

reviewing and assessing risks and opportunities arising from our compensation program and practices, including as they may impact our human capital development and management initiatives;

 

   

evaluating and recommending to the Board appropriate compensation for our non-employee directors and ensuring proper disclosure of any payments to our non-employee directors; and

 

   

reviewing and considering the results of any advisory vote on executive compensation and any feedback from the Company’s engagement with shareholders and proxy advisory firms on executive compensation matters.

Compensation Committee Interlocks and Insider Participation: The directors who served as members of the Compensation Committee during 2022 were Richard B. Gaynor, M.D., Brian P. McKeon and Nancy J. Wysenski, none of whom is currently, or ever has been, an officer or employee of the Company, or had any relationship that is required to be disclosed in this proxy statement as a transaction with a related party. During 2022, none of our executive officers served as a member of the board of directors or the compensation committee (or other board committee performing equivalent functions) of any entity that had one or more of its executive officers serving on our Compensation Committee or our Board.

 

     ALKERMES PLC        2023 Proxy Statement        47  


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Limited Compensation Sub-Committee: The Compensation Committee has established procedures for the grant of equity awards, including grants of equity awards to eligible new employees. Effective July 2022, the Nominating and Corporate Governance Committee recommended, and the Board approved, the election of Nancy J. Wysenski as the sole member of the Limited Compensation Sub-Committee, and the Compensation Committee delegated to such sub-committee the authority to make individual grants of equity awards, up to certain specified award values, to certain newly hired employees of the Company. The Limited Compensation Sub-Committee typically grants equity awards to eligible new hires on the first Wednesday following the first Monday of each month (or the first business day thereafter if such first Wednesday is a holiday), referred to as the ‘New Hire Grant Date’, for all equity-eligible new hires who began their employment the prior month. The Limited Compensation Sub-Committee’s current approval authority is for new hire employees whose job level is below the level of Senior Vice President and for equity awards of up to $550,000 in aggregate award value per individual. New hire grants that exceed the authority of the Limited Compensation Sub-Committee must be granted by the full Compensation Committee, either on the New Hire Grant Date or as soon as practicable thereafter. All actions taken by the Limited Compensation Sub-Committee in 2022 were by written consent.

Key Contributor Award Committee: The Compensation Committee has established a Key Contributor Award Committee, consisting solely of our CEO, Richard F. Pops, and delegated to such committee the authority to make periodic grants of equity awards to employees outside of the annual and new hire equity grant cycles of the Company (such awards, “Key Contributor Awards”). The Compensation Committee also has established guidelines and procedures for grants of such Key Contributor Awards. Recipients of Key Contributor Awards are periodically selected by Mr. Pops, in consultation with other members of management and the Company’s human resources department. Key Contributor Awards are intended to reward and retain key contributors to critical Company programs. The Compensation Committee periodically reviews and confirms the Key Contributor Award Committee’s authority to continue to grant such Key Contributor Awards and the overall parameters of any proposed periodic grants of such awards, and receives detailed reports following each such grant for its review.

Financial Operating Committee

 

  Members*    Meetings held in 2022: 4

    Emily Peterson Alva

    David A. Daglio, Jr.

    Brian P. McKeon (Chair)

    Richard F. Pops

    Frank Anders Wilson

   Committee Independence+: 80%

*Membership as of the date of this proxy statement.

+ Independence as defined in Rule 5605(a)(2) of the Nasdaq listing standards.

The Financial Operating Committee was formed in December 2020. The Financial Operating Committee’s responsibilities include:

 

   

reviewing and providing advice, and overseeing risks and opportunities, with respect to:

 

   

achievement by the Company of its profitability targets;

 

   

implementation of the Company’s cost structure optimization activities; and

 

   

evaluation of potential options related to the Company’s non-core assets, including potential monetization and divestiture opportunities; and

 

   

retaining independent advisors (including financial and legal advisors) as the committee deems necessary, to assist the committee in performing its responsibilities.

In 2022, the Financial Operating Committee played an active role in the Company’s evaluation of strategic alternatives for its oncology business, and in advising Company management, and overseeing recommendations to the Board in respect of, the proposed separation of the Company’s oncology business and neuroscience business and the implementation thereof, including oversight of risks and opportunities related to such proposed separation.

 

     ALKERMES PLC        2023 Proxy Statement        48  


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Nominating and Corporate Governance Committee

 

  Members*    Meetings held in 2022: 6

    Emily Peterson Alva

    Cato T. Laurencin, M.D., Ph.D.

    Nancy L. Snyderman, M.D. (Chair)

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

   Committee Independence+: 100%

* Membership as of the date of this proxy statement. Dr. Laurencin, Ms. Alva and Dr. Wright were appointed to the committee effective February 2022, July 2022, and September 2022, respectively. Dr. Snyderman was appointed as chair of the committee effective July 2022.

+ Independence as defined in Rule 5605(a)(2) of the Nasdaq listing standards.

The Nominating and Corporate Governance Committee’s responsibilities include:

 

   

periodically reviewing and evaluating the size, composition and organization of the Board and its committees to comply with regulatory requirements, to ensure the Board members continue to possess the proper skills, diversity, expertise and personal and professional backgrounds for service as a director of the Company, and to assess the effectiveness of the Board and its committees;

 

   

establishing criteria for Board and Board committee membership, including descriptions of any specific qualifications, qualities or skills that the Nominating and Corporate Governance Committee believes director nominees or committee members should possess;

 

   

identifying qualified director candidates, including with the assistance of third-party consultants, as appropriate, and recommending that the Board nominate qualified individuals for election by our shareholders;

 

   

periodically reviewing, and monitoring compliance with, our Code of Business Conduct and Ethics applicable to all directors, officers and employees, our Share Ownership and Holding Guidelines, our Corporate Governance Guidelines and related matters;

 

   

facilitating annual Board self-assessments with respect to the performance and effectiveness of individual directors, the Board as a whole and each Board committee, and making recommendations to the Board regarding composition and leadership of each Board committee;

 

   

periodically monitoring and reviewing our governance objectives, practices and policies and initiatives, and overseeing related risks and opportunities, including in respect of director overboarding and conflicts of interest; political activities and contributions; human capital management initiatives, including talent assessment and leadership development, employee engagement, workforce retention and DIB; and environmental, health, safety and security and other corporate responsibility matters;

 

   

reviewing and discussing corporate succession plans for key employees with the Board; and

 

   

monitoring shareholder outreach and engagement, reviewing all shareholder proposals and nominations properly submitted to the Company and recommending appropriate action to the Board.

 

     ALKERMES PLC        2023 Proxy Statement        49  


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Other Corporate Governance and Board Matters

 

 

Code of Business Conduct and Ethics

The Company has a Code of Business Conduct and Ethics that applies to all of the Company’s directors, employees and officers, including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. This Code of Business Conduct and Ethics meets the requirements of a “code of ethics” (as defined in the regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act) and a “code of conduct” (as defined in the Nasdaq Rules). A current copy of this Code of Business Conduct and Ethics is available on the Corporate Governance page of the Investors section of our website at www.alkermes.com. We intend to disclose any amendments to our Code of Business Conduct and Ethics, or any waivers of its requirements, on our website. A copy of our Code of Business Conduct and Ethics may also be obtained, free of charge, upon request directed to: Alkermes Investor Relations, Connaught House, 1 Burlington Road, Dublin 4, Ireland, D04 C5Y6.

Members of the Board shall act at all times in accordance with the requirements of the Company’s Code of Business Conduct and Ethics, which is applicable to each director in connection with their activities relating to the Company. This obligation shall at all times include, without limitation, adherence to the Company’s policies with respect to conflicts of interest, confidentiality, protection and proper use of the Company’s assets, ethical conduct in business dealings and respect for, and compliance with, applicable law. Any request for a waiver of any of the requirements of the Code of Business Conduct and Ethics with respect to any individual director or any executive officer shall be reported to the Board and subject to its approval.

Insider Trading Policy and Hedging and Pledging Prohibitions

We maintain an Insider Trading Policy that prohibits our officers, directors, employees (including temporary employees) and independent contractors from, among other things, engaging in speculative transactions in our securities, including by way of the purchase or sale of “put” or “call” options or other derivative securities directly linked to our equity; short sales of our equity; the use of our equity as a pledge or as collateral in a margin account; and trading in straddles, equity swaps, or other hedging transactions directly linked to our equity, even if such persons do not possess material, nonpublic information. A current copy of our Insider Trading Policy is available on the Corporate Governance page of the Investors section of our website at www.alkermes.com.

Succession Planning

The Nominating and Corporate Governance Committee and the Board annually review with management the Company’s succession planning and talent assessment to ensure that the performance, development, retention and succession plans for leadership roles within the Company, including the CEO, chief financial officer, other named executive officers and current members of management, are structured to meet the short and long-term strategic objectives of the Company and support successor development and readiness. As part of this annual assessment, management also reviews with the Board the process undertaken by the Company annually, and at times more frequently, to review and assess performance, retention risk and leadership and development potential for employees of the Company at non-executive levels. This process incorporates the Company’s focus on diversity and inclusion, and includes as one of its objectives an increase in the representation of women and individuals from underrepresented communities at the Company, particularly at senior levels within the Company.

 

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Policies Governing Director Nominations, Evaluations and Tenure

Director Qualifications and Consideration of Diversity

The Nominating and Corporate Governance Committee is responsible for reviewing, and recommending to the Board from time to time, the appropriate background and experience, qualities, skills and expertise, and characteristics desired of Board members in the context of the then-current make-up of the Board and its alignment with the Company’s values, strategy and business needs.

This assessment includes consideration of the following minimum qualifications that the Nominating and Corporate Governance Committee believes must be met by all current directors and all individuals nominated for a director position:

 

   

high ethical character and shared belief in, and embodiment of, the values of the Company, including as reflected in the Company’s Code of Business Conduct and Ethics;

 

   

personal and professional reputation consistent with the image and reputation of the Company;

 

   

a commitment to delivering value to the Company’s shareholders, customers, employees, suppliers and community and to promoting long-term growth;

 

   

an ability to exercise sound business judgment; and

 

   

substantial business or professional experience and an ability to offer advice and guidance to the Company’s management based on that experience.

The Nominating and Corporate Governance Committee also considers numerous other qualities, skills and characteristics when evaluating all current directors and individuals nominated for a director position, such as:

 

   

experience in the biopharmaceutical industry;

 

   

understanding of the fiduciary duties required of a director;

 

   

experience in corporate governance, finance, accounting, complex business transactions, public policy and public affairs, human resource management, corporate responsibility and sustainability and information security;

 

   

leadership experience with public companies or other significant organizations;

 

   

international experience in business, particularly within the biopharmaceutical industry or related fields; and

 

   

diversity of age, gender, culture, race and ethnicity, viewpoints and professional background.

These factors and others are considered useful by the Board and are reviewed periodically by the Nominating and Corporate Governance Committee in the context of an assessment of the perceived needs of the Board at particular points in time. The Board has full authority to modify these criteria from time to time as it deems necessary or advisable.

Rooney Rule. When identifying potential director candidates, the Nominating and Corporate Governance Committee includes, and instructs any search firm that it engages to include a diverse slate of candidates, including candidates who are women and candidates from underrepresented communities, in any pool from which individuals are selected for nomination. In 2019, this practice, also known as a “Rooney Rule”, was codified by our Board in our Corporate Governance Guidelines.

Board Process for Evaluating and Recommending Director Nominees for Election

The Board is responsible for the nomination of directors for election to the Board. The Board delegates the evaluation and nomination of director nominees to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board and management will be requested to take part in the process as appropriate. In evaluating and nominating director nominees, the Nominating and Corporate Governance Committee considers the diversity of specific experience, skills and characteristics (including, without limitation, areas of expertise, culture, age, race and ethnicity, viewpoints, tenure and gender) necessary for the optimal functioning of the Board over both the short and long term.

 

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Once a candidate has been identified, the Nominating and Corporate Governance Committee evaluates the candidate to confirm that the candidate meets all of the minimum director qualifications established by the Board and any additional qualifications, skills or characteristics that the Nominating and Corporate Governance Committee and the Board deems appropriate at such time and, based on the results of this evaluation, the Nominating and Corporate Governance Committee will decide whether to recommend such candidate to the Board for election. The Nominating and Corporate Governance Committee also recommends candidates for the Board’s appointment to the committees of the Board.

The Board retains the ultimate authority to recommend director nominees for election to the Board, to fill any vacancy on the Board and to appoint directors to the committees of the Board.

Procedure for Recommendations by Shareholders of Director Nominees

The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders for nomination by the Board for election at an annual general meeting of shareholders. The Nominating and Corporate Governance Committee will evaluate such recommended director candidates using the same criteria that it uses to evaluate other candidates. A shareholder who wishes to recommend individuals for consideration by the Nominating and Corporate Governance Committee and the Board may do so only by delivering a written recommendation to our Company Secretary at Alkermes plc, Connaught House, 1 Burlington Road, Dublin 4, Ireland, D04 C5Y6, Attention: Company Secretary, with the director candidate’s name, biographical information and qualifications, and a document providing evidence of the director candidate’s willingness to serve if elected.

Procedure for Nomination by Shareholders of Director Nominees

The above procedure applies to recommendations by shareholders of director candidates to be nominated by the Board. Shareholders who instead desire to nominate on their own behalf one or more persons for election to the Board at an annual general meeting of shareholders must comply with the deadlines and other requirements set forth in the Company’s Articles of Association in respect of shareholder nominations, including the applicable notice, information and consent provisions. Pursuant to our Articles of Association, nominations by our shareholders of persons for election to the Board at our 2024 annual general meeting of shareholders must be received by our Company Secretary between [] and []; provided, however, that in the event that the date of our 2024 annual general meeting of shareholders is changed by more than 30 days from the first anniversary date of the Annual Meeting, notice must be delivered no earlier than 180 days prior to, nor later than 120 days prior to, our 2024 annual general meeting of shareholders or, if later, the 10th day following the day on which public announcement of the date of our 2024 annual general meeting of shareholders is first made.

In addition to the applicable notice requirements under our Articles of Association described in the preceding paragraph, in order to comply with the SEC’s universal proxy rules, shareholders who desire to nominate one or more persons for election to the Board at our 2024 annual general meeting of shareholders must provide notice to the Company by the same deadline noted in the preceding paragraph and such notice must comply with the additional requirements of Rule 14a-19(b) under the Exchange Act.

Other Shareholder Communications with the Board

Generally, shareholders who have suggestions, comments or inquiries should contact our Investor Relations team at investor_relations@alkermes.com. However, our Board believes that shareholders should also have an opportunity to communicate with the Board directly. Shareholders interested in communicating with the Board or an individual director or directors (including the Chairman or the Lead Independent Director) may do so by sending written communication by mail to Alkermes plc, Connaught House, 1 Burlington Road, Dublin 4, Ireland, D04 C5Y6, or by facsimile to +353 1 772-8001, in each case to the attention of either the Chairman of the Board or the individual director(s), as applicable. Each communication should set forth the shareholder’s name and address as it appears on the records of our transfer agent, Computershare Trust Company, N.A. (and, if the shares are held by a bank, broker or other nominee, the name and address of the shareholder who beneficially owns of the shares), and the number of shares that are owned or beneficially owned, as applicable, by such shareholder. The Company will forward any such shareholder communications to the Chairman of the Board, as a representative of the Board, and/or to the individual director(s) to whom the communication is addressed, by certified mail to an address specified by the applicable director and/or the Chairman of the Board for such purposes or by secure electronic transmission.

 

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Annual Board Evaluation and Board, Committee and Individual Director Self-Assessments

As described above, our Board is tasked with, among other things, overseeing Company risk, business strategy and corporate responsibility and sustainability initiatives; fostering a company culture that attracts, retains and supports employees; engaging with shareholders and strengthening alignment with shareholder interests; and supporting long-term value creation for the Company and its stakeholders.

In order to help ensure that the current and future business and stakeholder needs of the Company are being appropriately served by the Board and its committees, the Nominating and Corporate Governance Committee:

 

   

conducts an annual Board evaluation, during which it reviews and evaluates (i) the skills, diversity, expertise and effectiveness of the Board and its committees and members, considering the experience and qualifications that individual members are expected to bring to the Board and the committee(s) on which they serve and (ii) the suitability and effectiveness of the director nomination qualifications and diversity-related policies adopted by the Nominating and Corporate Governance Committee; and

 

   

facilitates an annual Board self-assessment process, which consists of director assessments of their individual performance and of the structure, composition, functioning and performance of the Board as a whole and of each committee on which they serve.

2022 Evaluation and Assessment

In 2022, our annual Board evaluation and self-assessment process included the following steps:

LOGO

Actions Taken in Response to Board Self-Assessments. Based on feedback provided by directors through this process, the Lead Independent Director of the Board worked with management to implement a number of changes to the substance and structure of regularly-scheduled Board meetings in 2022, including refining meeting agendas to add more time for discussion; increasing the scope of information provided in advance of meetings to support more focused discussion during meetings of certain topics of particular interest to the Board, including Company strategy, execution, risks and opportunities; and continuing the practice of frequent Board update calls and other communications outside of regularly-scheduled meetings.

Recent Enhancements to Board Self-Assessment Process

In 2021, the Nominating and Corporate Governance Committee worked with management to review, and substantially revise, the form of questionnaire utilized in the Board’s self-assessment process to enhance the substance and nature of the feedback solicited.

In 2022, following review by the Nominating and Corporate Governance Committee of the Company’s Board self-assessment process in comparison to peer practices, the Nominating and Corporate Governance Committee adopted changes to the process for 2023 designed to further facilitate the sharing of candid feedback as part of the process. The 2023 Board self-assessment will be conducted by independent advisors and consist of a written instrument and individual discussions with each member of the Board. Findings from this assessment will be shared directly with the Nominating and Corporate Governance Committee.

 

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Board Refreshment and Tenure

The Board does not believe that establishing term limits on directors’ service or a mandatory retirement age would be in the best interests of the Company or its shareholders. Such limitations on service may result in losing the contributions of directors who, through their tenure, have developed increasing insight into the Company and its operations and provide valuable contributions to the Company, its shareholders and the Board. The Board believes that the Company and its shareholders benefit from the balance of experience and institutional knowledge of longer-serving Board members and the fresh perspectives and evolving skillsets of newer Board members.

If, as a result of the Nominating and Corporate Governance Committee’s annual evaluation of the composition and effectiveness of the Board and/or the Board’s annual self-assessment process, the Board identifies specific qualifications, attributes or areas of expertise that may be additive to the Board in light of the Company’s evolving business strategy and areas of focus, the Board may identify, or engage an external recruitment firm to identify, new director candidates with experience and expertise in the identified areas.

Ongoing Board Refreshment: 2019—Present: The Board has an active Board refreshment program and has engaged in significant Board refreshment activities since 2019 in order to further strengthen the Board’s expertise in targeted areas of importance to the Company’s business strategy. As part of these refreshment activities, the average tenure of our Board members has decreased significantly since 2019.

Details of the Board’s refreshment activities and changes to average tenure since 2019 are as follows:

 

LOGO

The following new, independent directors have been added to the Board since 2019:

 

LOGO

Focus on diversity in director candidate searches: The Board recognizes the immense value of a diverse and inclusive membership that includes not only diversity of qualifications, tenure, viewpoints and professional background, but also diversity of age, gender, race and ethnicity, and recognizes the importance of setting an example at the Board level for the diverse and inclusive culture and talent that the Company seeks to foster and attract. As the Board has engaged in active refreshment efforts, it seeks to identify new director candidates who can further contribute to the diversity of the Board.

As a result of these refreshment activities and our commitment to Board diversity, our Board and Board committees have a strong representation of diverse directors:

 

LOGO

 

 

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Expectations of Board Members

Director Orientation and Continuing Education

The Board believes that each director should be aware of corporate governance issues, legal duties and obligations and best practices involved in serving on a public company board of directors. The Company’s Chief Legal Officer and Chief Financial Officer are responsible for the orientation and onboarding of new directors, and for periodically providing materials or briefing sessions for directors on subjects that may assist them in exercising their duties. The Company also provides frequent opportunities for the Board or individual directors to engage with team leaders in different functional areas of the Company and visit Company facilities in order to support greater understanding of the Company’s business, strategy and operations.

The Nominating and Corporate Governance Committee considers potential continuing education topics for the Board and provides recommendations to the Board as it deems appropriate. From time to time, external advisors are invited to present to, and discuss with, the Board or a delegated subset of the Board, developments in corporate governance best practices, changes in regulations applicable to the Company and significant changes in institutional investor sentiment and/or proxy advisory firm policies.

Service on Other Boards

Board members are expected to ensure that their existing and planned future commitments do not materially interfere with their service as an effective member of our Board. Any existing outside commitments of Board members are considered by the Nominating and Corporate Governance Committee and the Board when reviewing new director candidates and current director candidates for nomination for election to the Board. In addition, Board members must seek approval from the Nominating and Corporate Governance Committee before accepting an invitation to serve on any new board of directors, and service on boards and board committees of other companies must be consistent with the Company’s conflict of interest policies set forth in our Code of Business Conduct and Ethics.

Overboarding Policy. In May 2022, the Board revised its policy regarding directorships to further limit the number of public company boards on which our directors may serve. In accordance with the revised policy, unless otherwise agreed by the Nominating and Corporate Governance Committee, our directors may serve on public company boards as follows:

 

Non-Employee Directors

   Maximum of three outside public company boards (in addition to our Board) at any given time

Named Executive Officer/ Employee Directors (including CEO)

   Maximum of one outside public company board (in addition to our Board) at any given time

In calculating the number of public company boards on which a director serves, simultaneous service on a board or committee of a public company parent and its substantially owned non-public subsidiary counts as service on a single public company board or committee. Each member of our Board is currently, and was at all times during 2022, in compliance with our overboarding policy.

Meetings of the Board

Meetings of the Board are scheduled in advance at least four times a year. Furthermore, additional Board meetings may be called upon appropriate notice at any time to address specific needs of the Company or as requested by the Board. Each director may propose the inclusion of items on the agenda, request the presence of, or a report by, any member of Company management, or at any Board meeting raise subjects that are not on the agenda for that meeting. The Lead Independent Director reviews and approves the agenda in advance of each Board meeting. The meetings of the Board are typically hosted at the Company’s headquarters in Dublin, Ireland, but may be hosted at other locations or conducted by audio or video conference at the discretion of the Board. In 2022, one regularly-scheduled meeting of the Board was conducted via videoconference rather than in-person in light of COVID-19-related considerations.

Attendance at Board and Committee Meetings

Absent extenuating circumstances, directors are expected to prepare for, attend and participate in all Board meetings and meetings of the committees on which they serve. Attendance rates are taken into account by the Nominating and Corporate Governance Committee and the Board in connection with their assessments of current Board members for re-nomination as directors.

 

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In 2022, each of the Company’s directors attended more than 75% in the aggregate of all regularly-scheduled meetings of the Board and the committee(s) on which they served held during the period in which they were a director or committee member, as applicable.

Frequency and Format of Board Meetings

We held four regularly-scheduled meetings of the Board during 2022. In addition, in recognition of evolving demands on the Company and the Board’s oversight of such demands and other matters of importance to the Company, we also held numerous (at least monthly, and more frequently as needed) Board update calls in 2022 to keep the Board informed, engaged and in regular communication with management.

Meetings of Non-Employee Directors

The Board’s policy is to hold meetings of the non-employee directors of the Board (currently consisting of all directors other than Mr. Pops) following each regularly scheduled in-person Board meeting. The Lead Independent Director is responsible for chairing such meetings. Meetings of the non-employee directors were held following each regularly-scheduled Board meeting during 2022. At times when the non-employee directors include any directors who are not independent, the Board shall also hold executive sessions of the independent directors of the Board from time to time, as the Board deems appropriate.

Action by Written Consent

In accordance with our Articles of Association, the Board may, from time to time, take action by unanimous written consent in lieu of a meeting. The Board did not take any actions by written consent in 2022.

Attendance at Annual General Meetings of Shareholders

All directors and director nominees are encouraged to attend the Company’s annual general meetings of shareholders, and ten of the Company’s then-current directors attended the Company’s 2022 annual general meeting of shareholders.

 

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Director Compensation

 

 

Directors who are employees of the Company do not receive additional compensation for Board membership over and above their regular employee compensation.

Non-Employee Director Compensation Program

Our non-employee director compensation program is intended to be current, competitive and fair, and is designed to attract and retain optimal talent and expertise on our Board and provide compensation commensurate with the time and effort that our directors are required to devote to the Company given the size and complexity of our operations and the Board’s significant oversight and advisory responsibilities.

The Compensation Committee is responsible for evaluating and recommending to the Board for its approval an annual non-employee director compensation program. In this context, the Compensation Committee annually reviews and evaluates, in consultation with its independent compensation consultant, recent trends in director compensation, related corporate governance best practices, and comparable market data, including data from the same peer group that the Compensation Committee uses for executive compensation purposes. The Compensation Committee makes its recommendations for non-employee director compensation to the Board based on such review and evaluation. The Board retains the ultimate authority to determine the form and amount of director compensation.

It is the general philosophy of the Board that non-employee director compensation should be a mix of cash and equity-based compensation. No perquisites are provided to our non-employee directors. For purposes of our director compensation program, unless otherwise noted below, each “year” refers to the approximately 12-month period between our annual general meetings of shareholders.

Annual Cash Retainers

Each non-employee director receives an annual cash retainer for their service on the Board and an additional annual cash retainer if they serve as Lead Independent Director of the Board or as a member or chair of a standing committee of the Board or the Financial Operating Committee. Each non-employee director also receives an additional fee for attendance at each regularly-scheduled meeting of the Board in excess of a pre-determined number of meetings each year as set forth below.

No changes to existing retainers.  In May 2022, following review of the non-employee director annual cash retainers approved in May 2021, and determination that such cash compensation remained aligned, and competitive, with the Company’s peer group, the Compensation Committee recommended to the Board that no changes be made in 2022 to any existing annual cash retainer fee amounts. The Board subsequently approved this recommendation, resulting in the following annual retainers for non-employee directors’ leadership and service roles on the Board and its committees for the coming year, each paid pro-rata on a quarterly basis:

 

Service    Retainer Fee

Board Member

   $                 74,000  * 

Lead Independent Director

     40,000  

Audit and Risk Committee Chair

     25,000  

Audit and Risk Committee Member

     15,000  

Compensation Committee Chair

     25,000  

Compensation Committee Member

     15,000  

Financial Operating Committee Chair

     18,000  

Financial Operating Committee Member

     10,000  

Nominating and Corporate Governance Committee Chair

     18,000  

Nominating and Corporate Governance Committee Member

     10,000  

*This amount includes compensation for attendance at the first five regularly-scheduled Board meetings held each year. An additional fee of $3,500 is paid to each non-employee director for their attendance at any regularly-scheduled Board meeting in excess of the fifth regularly-scheduled Board meeting occurring in such year.

In 2022, in recognition of continuing and evolving demands on the Company, and the Board’s oversight of such demands and other matters of importance to the Company, we conducted numerous Board update calls to keep the Board informed, engaged and in regular communication with management. None of the directors received any additional compensation for their participation in such calls.

 

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Equity Compensation

Each non-employee director is also granted equity for their Board service, in the form of an annual award (the “Annual Grant”) that is typically granted to all continuing non-employee directors each year on the date of the Company’s annual general meeting of shareholders, following the election of directors at such meeting. Any newly appointed non-employee director who joins the Board after the annual general meeting of shareholders is granted a prorated portion of the Annual Grant, typically granted to such director proximate to the date of such director’s election to the Board, with the value of the award prorated based on the number of days remaining until the one year anniversary of the Company’s prior annual general meeting of shareholders, divided by 365 (each such grant, a “Pro-Rata Annual Grant”). In addition, each newly appointed non-employee director is granted an initial award for joining the Board (each, a “New Director Grant”), typically granted to such director proximate to the date of such director’s election to the Board, with the award value equal to 1.5 times the approved award value of the Annual Grant.

Vesting terms.  Per our non-employee director equity grant procedures, Annual Grants and Pro-Rata Annual Grants vest in full on the one-year anniversary of the applicable grant date, and New Director Grants vest in three equal annual installments, commencing on the one-year anniversary of the applicable grant date.

No changes to award values in 2022.  Each year, prior to the Company’s annual general meeting of shareholders, the Compensation Committee recommends to the Board for its approval equity award values and terms for the Annual Grant and any New Director Grant for the coming year. In May 2022, following review of the target equity compensation value of $375,000 for the Annual Grant and $562,500 for the New Director Grant approved in 2021, and determination that such equity compensation values remained aligned to and competitive with the Company’s peer group, the Compensation Committee recommended to the Board that no changes be made to the non-employee director equity award values for the coming year and the Board subsequently approved this recommendation.

Equity mix and share number calculation methodology.  All grants to our non-employee directors in 2022 consisted of 50% restricted stock unit awards and 50% stock options, with the number of shares underlying each restricted stock unit award calculated by dividing the approved aggregate value of such awards by the closing price of the Company’s ordinary shares on the Nasdaq Global Select Market as of the close of trading on the applicable grant date (the “Grant Date Closing Share Price”), and the number of shares underlying each stock option calculated utilizing the Grant Date Closing Share Price and the Black-Scholes valuation model, in each case with the resulting share number rounded up to the nearest whole number of shares.

Our non-employee directors are not granted any equity other than the Annual Grant (or Pro-Rata Annual Grant, as applicable) each year and a one-time New Director Grant upon joining the Board. For a description of our share ownership and holding guidelines applicable to our directors, see the section entitled “Share Ownership and Holding Guidelines” on page 114 of this proxy statement.

Reimbursement of Expenses and Insurance

We reimburse each non-employee director for necessary business expenses incurred in the performance of their Board service and extend coverage to each non-employee director under our travel accident and directors’ and officers’ indemnity insurance policies.

Conflicts of Interest

Independent directors do not receive consulting, advisory or other compensatory fees from the Company if the receipt of such fees would result in disqualifying the director from being considered an “independent” director in accordance with the applicable provisions of the Nasdaq Rules and the Exchange Act and the rules promulgated thereunder. To the extent practicable or required by applicable rule or regulation, independent directors who are affiliated with the Company’s service providers, partners or collaborators will undertake to ensure that their compensation from such providers, partners or collaborators does not include amounts connected to payments by the Company.

 

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2022 Director Compensation Table

Each of Emily Peterson Alva, Shane M. Cooke, David A. Daglio, Jr., Richard B. Gaynor, M.D., Cato T. Laurencin, M.D., Ph.D., Brian P. McKeon, Nancy L. Snyderman, M.D., Frank Anders Wilson and Nancy J. Wysenski served as non-employee directors during all of 2022. David W. Anstice AO and Wendy L. Dixon, Ph.D. served as non-employee directors in 2022 until their retirement from the Board at the close of the 2022 Annual Meeting. Christopher I. Wright, M.D., Ph.D., was appointed to the Board on May 24, 2022 and served as a non-employee director from such date through the end of 2022.

Richard F. Pops, our CEO and Chairman of the Board, was an employee during all of 2022. As an employee, Mr. Pops does not receive any cash or equity compensation for his service on the Board.

The following table presents and summarizes the cash retainer fee amounts earned or paid to our non-employee directors for service during 2022 and the equity compensation granted to our non-employee directors in 2022:

 

Name

   Fees
Earned
or Paid
in Cash
($)
     Stock
Awards
($)
     Option
Awards
($)
     Total
($)
 

(a)

     (b)(1)        (c)(2)        (d)(3)(4)        (h)  

Emily Peterson Alva

     88,837        187,526        187,497        463,860  

David W. Anstice AO

     59,168                      59,168  

Shane M. Cooke

     74,000        187,526        187,497        449,023  

David A. Daglio, Jr.

     99,000        187,526        187,497        474,023  

Wendy L. Dixon, Ph.D.

     47,750                      47,750  

Richard B. Gaynor, M.D.

     89,000        187,526        187,497        464,023  

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

     82,750        187,526        187,497        457,773  

Brian P. McKeon

     107,000        187,526        187,497        482,023  

Nancy L. Snyderman, M.D.

     102,848        187,526        187,497        477,871  

Frank Anders Wilson

     109,000        187,526        187,497        484,023  

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

     44,725        479,602        478,981        1,003,308  

Nancy J. Wysenski

     118,348        187,526        187,497        493,371  

*Numbers may not sum due to rounding.

Notes to 2022 Director Compensation Table

 

(1)

The amounts in column (b) represent fees earned by or paid to our non-employee directors for service during 2022, including annual cash retainer fees for service on the Board and additional cash retainer fees for service on a committee of the Board, for service as a chair of a committee or for service as Lead Independent Director of the Board. The annual cash retainer fees for Dr. Wright were prorated based on the date of his appointment to the Board. The annual cash retainer fees for Mr. Anstice and Dr. Dixon were prorated based on the date of their retirement from the Board. In addition, certain of the annual cash retainer fees for service as a committee member or in a leadership position were prorated, as applicable, based on each director’s respective date of appointment to, or resignation from, the relevant position.

 

(2)

The amounts in column (c) reflect the aggregate grant date fair value of restricted stock unit awards granted in 2022, excluding estimates of forfeitures, if any, as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718Stock Compensation, or ASC 718. On June 8, 2022, Dr. Wright was awarded a restricted stock unit award in the amount of 373 ordinary shares as part of his Pro-Rata Annual Grant and a restricted stock unit award in the amount of 9,709 ordinary shares as part of his New Director Grant, each of which had a grant date fair value of $28.97 per share. On July 7, 2022, each then-current and continuing non-employee director was granted, as part of their Annual Grant, a restricted stock unit award in the amount of 5,957 ordinary shares, which had a grant date fair value of $31.48 per share. The Annual Grant and Pro-Rata Annual Grant restricted stock unit awards vest in full on the one-year anniversary of grant date. The New Director Grant restricted stock unit awards vest in three equal annual installments, commencing on the first anniversary of the grant date. Additionally, in accordance with their terms, any unvested portion of the

 

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  restricted stock unit awards granted to our non-employee directors in 2022 vests upon termination of a non-employee director’s service relationship with us. Our current and former non-employee directors who served on the Board during 2022 each held outstanding unvested restricted stock unit awards as of December 31, 2022 representing the following aggregate number of ordinary shares: Ms. Alva, 13,548 shares; Mr. Anstice, 0 shares; Mr. Cooke, 5,957 shares; Mr. Daglio, 14,847 shares; Dr. Dixon, 0 shares; Dr. Gaynor, 5,957 shares; Dr. Laurencin, 14,120 shares; Mr. McKeon, 14,847 shares; Dr. Snyderman, 5,957 shares; Mr. Wilson, 5,957 shares; Dr. Wright, 16,039 shares; and Ms. Wysenski, 5,957 shares.

 

(3)

The amounts in column (d) reflect the aggregate grant date fair value of stock options granted during 2022, as computed in accordance with ASC 718. On June 8, 2022, Dr. Wright was awarded a non-qualified stock option to purchase 714 ordinary shares as part of his Pro-Rata Annual Grant and a non-qualified stock option to purchase 17,773 ordinary shares as part of his New Director Grant, which options had grant date fair values of $15.11 and $15.79 per share, respectively. On July 7, 2022, each then-current and continuing non-employee director was granted, as part of their Annual Grant, a non-qualified stock option to purchase 11,554 ordinary shares, which option had an estimated grant date fair value of $16.23 per share. The Annual Grant and Pro-Rata Annual Grant stock options granted to non-employee directors in 2022 were granted under the 2018 Plan, vest in full on the one-year anniversary of the grant date and expire upon the earlier of ten years from the grant date or three years following termination of a director’s service relationship with the Company. The New Director Grant stock options granted in 2022 were granted under the 2018 Plan, vest in three equal annual installments, commencing on the first anniversary of the grant date, and expire upon the earlier of ten years from the grant date or three years following termination of a director’s service relationship with the Company. Additionally, any unvested portion of these stock options shall vest upon termination of the director’s service relationship with the Company. There can be no assurance that these stock options will be exercised or that the value realized upon their exercise will equal their grant date fair value.

 

(4)

The respective assumptions used in the calculation of the fair value of the stock options granted on each of the following dates are: New Director Grant stock options granted on June 8, 2022: option exercise price, $28.97; expected term, 7.5 years; volatility, 47.93%; interest rate, 3.06%; dividend yield, zero; Pro-Rata Annual Grant stock options granted on June 8, 2022: option exercise price, $28.97; expected term, 6.5 years; volatility, 49.23%; interest rate, 3.05%; dividend yield, zero; Annual Grant stock options granted on July 7, 2022: option exercise price, $31.48; expected term, 6.5 years; volatility, 48.57%; interest rate, 2.98%; dividend yield, zero. Our current and former non-employee directors who served on the Board during 2022 each held outstanding stock options as of December 31, 2022 representing the following aggregate number of ordinary shares: Ms. Alva, 51,105 shares; Mr. Anstice, 181,709 shares; Mr. Cooke, 458,838 shares; Mr. Daglio, 57,949 shares; Dr. Dixon, 181,709 shares; Dr. Gaynor, 124,563 shares; Dr. Laurencin, 43,693 shares; Mr. McKeon, 57,949 shares; Dr. Snyderman, 149,263 shares; Mr. Wilson, 124,563 shares; Dr. Wright, 30,041; and Ms. Wysenski, 234,513 shares.

 

     ALKERMES PLC        2023 Proxy Statement        60  


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Corporate Responsibility and Sustainability

 

 

We are committed to operating and growing our business in a sustainable and responsible manner, including in respect of our ESG impacts, and in a manner that promotes transparent governance and strong ethics.

Our most recent Corporate Responsibility Report, published in September 2022, highlights:

 

   

our DIB strategy and initiatives, employee wellness programs and career development activities;

 

   

our environmental, health and safety performance data and risk management and mitigation activities;

 

   

our investment in, and engagement with, the communities in which we work; and

 

   

certain actions we have taken in response to the COVID-19 pandemic.

The report is available on the Responsibility section of our website at www.alkermes.com.

We actively engage with our stakeholders, including our shareholders, employees, customers, vendors, patients and caregivers, policy makers and members of our local communities, in order to understand the ESG matters of interest to them, guide our advocacy efforts and help inform our approach to the development and commercialization of our medicines. Feedback received from our stakeholders is communicated to our management team, the full Board and committees of the Board, as appropriate.

Human Capital Management

Our employees are the foundation upon which our business is built. As of the Record Date, we had approximately [] full-time employees, of which [] were based in the U.S. and [] were based in Ireland.

Corporate Culture and Employee Development

 

We strive to foster and maintain a culture that embodies collaboration, respect for all, an emphasis on diversity, inclusion and belonging, and an unwavering commitment to, and passion for, our work.

 

The expertise, intelligence and creativity of our employees drive our innovation, and their passion and commitment to excellence are the cornerstone of our success. We are committed to supporting our employees’ well-being in a transparent, diverse, inclusive and collaborative environment, and to providing them with access to training, support and resources intended to help them succeed professionally while appropriately balancing their personal and professional lives.

 

   LOGO
We encourage our employees to seek out professional learning opportunities both within Alkermes and externally, through part-time education and tuition reimbursement programs, and frequent offerings of Company-hosted trainings that cover topics including performance management, problem-solving, leadership development, diversity, communication and mentorship, and as appropriate, more specialized skills-based programs. We also conduct ongoing health and safety trainings in compliance with applicable U.S. federal and state, Irish and local regulations.

Employee Engagement

We encourage active employee engagement to help ensure that employees feel part of our mission and that they have a voice in the Alkermes community. Since 2017, we have conducted periodic engagement surveys to understand employee sentiment regarding, and satisfaction with, their work and experience. We have used, and plan to continue to use, the data collected to help inform and evolve our human capital management strategy and initiatives. In 2022, we also implemented function- and site-specific mentoring programs and conducted open forums with leaders, among other company events.

Following the emergence of COVID-19, we adapted our remote work and virtual engagement policies to allow more flexibility to our employees. As many of our employees continued to work remotely in 2022, employee engagement remained a top priority for the Company. We continued to establish virtual touchpoints through global employee town halls and other communication channels and enhanced our technologies and communication strategies in order to keep employees feeling connected, motivated, supported and informed.

 

     ALKERMES PLC        2023 Proxy Statement        61  


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Diversity, Inclusion & Belonging (“DIB”)

 

We recognize that diversity, inclusion and belonging must be at the core of all that we do and are among the key drivers of our success as an organization. We seek to create an environment that fosters equality and compassion, and in which all voices are respected and valued. Over the past several years, we have actively evolved our DIB strategy to reflect the needs of our employees and our business. We strive to attract, retain and develop employees from diverse backgrounds and experiences.   

 

LOGO

In support of this strategy, in 2019, we created a global, cross-functional DIB Steering Committee, comprised of representatives from all of our locations, including field-based employees, to create connections, foster conversations, help ensure our efforts are aligned with the diverse range of perspectives within our organization and develop and advance practices, tools and resources that can be used to strengthen the sense of belonging among our employees.

Since 2020, we have launched five Employee Resource Groups (“ERGs”): Limitless, a network to support people impacted by disabilities or illness; Mosaic, a multicultural network; Operation Salute, a veterans’ network; Pride@Work, an LGBTQ+ and allies network; and Women Inspired Network (WIN), a women’s network. Participation in our ERGs is voluntary and open to all employees. These ERGs share a common purpose of supporting and enhancing the inclusiveness of our company culture and providing opportunities for professional development, networking and building deeper connections within Alkermes.

 

LOGO

In 2021, we established a DIB Executive Committee, which includes our CEO and other senior leaders, that meets quarterly to refine our DIB strategy and champion its implementation and impact across the business. Our DIB committees work with our ERGs to set goals, establish and execute strategic initiatives, measure our progress and promote a culture of understanding and inclusion throughout our business. In 2022, members of our ERGs worked alongside our Human Resources team to enhance our benefits and human resources policies to support recruitment and retention of diverse talent.

In addition, as part of our increased focus on social and racial justice, diversity and inclusion, and in response to global events throughout the last few years, we held company-wide town hall conversations, sponsored recognition events, supported non-profit organizations committed to diversity and enhanced our Company’s diversity education and training. In 2022, we held more than 18 DIB-related education, awareness and training programs with aggregate attendance of approximately 2,800 employees from across the organization. We also created a DIB goal for senior leaders that was incorporated into their respective individual 2022 performance objectives.

Health, Safety and Wellness

We ask our employees to help us promote and sustain workplace environments that are safe, productive and protective of the health and well-being of our people and in compliance with applicable laws, rules and regulations. We maintain extensive Environment, Health, Safety and Security (“EHSS”) corporate policies, adhere to all health and safety standards set by regulators in the locations in which we operate, and routinely assess workplace risks, conduct employee trainings and monitor our sites to reduce the risk of workplace accidents. These efforts contributed to our ability to maintain rates of workplace accidents resulting in recordable injuries, and of accidents resulting in lost employee work time, below U.S. Bureau of Labor Statistics industry averages in 2022.

 

     ALKERMES PLC        2023 Proxy Statement        62  


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We are proud to have received external recognition for our employee health, safety and well-being programs. In 2020, our recently-built site in Waltham, Massachusetts was awarded a three-year Fitwel® certification in 2020 in recognition of its facility design intended to foster a healthy and productive workplace. In 2022, our sites in Ireland were recertified to the Irish Business Employers Confederation (IBEC)’s KeepWell Mark™, an evidence-based workplace well-being accreditation awarded to companies who meet or exceed industry standards for well-being, health and safety, and Alkermes was included in the IBEC’s listing of Ireland’s Leading in Wellbeing Top 100 Companies 2022, which recognizes companies that have implemented well-being best practices for employees and local business communities.

Environmental Impact and Sustainability

At Alkermes, our goal is to conduct our business activities in a manner that minimizes the environmental impacts of our operations and promotes effective stewardship of environmental resources. We are committed to complying with applicable laws, rules and regulations and operating with the highest standards of conduct. All Alkermes facilities are subject to routine regulatory inspections, including in respect of EHSS, to confirm compliance with applicable laws and regulations. We work collaboratively across stakeholder groups and business units throughout the organization to identify ways to reduce our environmental impact, mitigate EHSS risk and increase operational efficiencies. These efforts and our environmental performance metrics are discussed in detail in our Corporate Responsibility Report. As a testament to these efforts, in 2021, our manufacturing facility in Athlone, Ireland successfully completed certification to the Business Working Responsibly Mark, an independently audited standard for corporate social responsibility and sustainability based on ISO26000.

In recent years, we further strengthened our governance related to environmental sustainability matters through the establishment of cross-functional steering teams and oversight committees tasked with development and implementation of our environmental sustainability strategy. In support of this strategy, in 2022, we engaged two third-party environmental service providers to support our efforts to enhance our environmental performance and our measurement and reporting of such performance, to assess potential for future goal-setting or other initiatives, and to refine our environmental sustainability risk assessments and mitigations.

Product Quality and Patient Safety

Across our business, we maintain an unwavering focus on product quality and safety. All Alkermes facilities are subject to routine regulatory inspections in respect of product quality and safety to confirm compliance with applicable laws and regulations. We have robust policies and procedures in place designed to promote safe and sustainable research, development, manufacture and commercialization of products, including a comprehensive quality management system that is designed to ensure that products we manufacture, store, test or distribute consistently meet applicable product specifications, safety and efficacy standards, “good practice” GxP quality guidelines and regulations (e.g., GCP, GMP, GLP) and other regulatory requirements.

We are committed to ensuring the authenticity of our medicines and guarding against counterfeit products (those not equivalent in quality, safety and efficacy, or not containing the correct amount of active ingredient and/or containing impurities) in the marketplace. We have standard operating procedures for the timely and efficient removal from the market of any commercial drug product suspected or found to not meet our product quality or patient safety standards, which include notification of and consultation with applicable regulatory authorities, conduct of a health hazard assessment, and communications to customers, partners, healthcare providers and patients as directed by regulators or our internal policies.

Responsibility in Manufacturing and Supply Chain

We are committed to meeting our manufacturing objectives reliably and responsibly through the establishment and maintenance of a safe, sustainable and ethical supply chain. We contract with a growing network of third-party manufacturers to formulate certain products and produce components of products or product packaging for clinical and commercial use. All service providers involved in the manufacture and packaging of our products are subject to inspection by the FDA or comparable agencies in other jurisdictions and we require that our contract manufacturers adhere to current Good Manufacturing Practices (“GMP”) in the manufacture of these products and product components. All contract manufacturers and suppliers must undergo a pre-approval inspection by our quality personnel to assess their compliance with applicable standards and regulations prior to initiating work for Alkermes.

 

     ALKERMES PLC        2023 Proxy Statement        63  


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Social Responsibility and Community Impact

 

We are committed to giving back to our communities. Since 2009, many of our employees have volunteered each year as part of our ALKERMES IN ACTION volunteer program. In 2022, this consisted of a mix of remote and in-person events with local organizations focused on education, caring for veterans, maintaining outdoor community spaces and providing for families in need.   

 

LOGO

We also support research and advocacy efforts to raise awareness of patient needs and to increase access to medicines and other forms of treatment in support of patient health and well-being. We proudly support not-for-profit organizations and independent researchers working in our therapeutic areas of focus through our two grant programs:

 

  Since 2016, our ALKERMES INSPIRATION GRANTS program has awarded more than $4.5 million in funding to innovative programs that support the needs of people impacted by addiction, serious mental illness and cancer. In 2022, grants were awarded to 9 nonprofit organizations working to address the needs of people living with these complex conditions and who are focused on addressing unmet needs in historically under-resourced or underrepresented communities with longstanding and widespread health disparities.

   LOGO

  Since 2018, our ALKERMES PATHWAYS RESEARCH AWARDS® program has provided funding to 21 researchers working to advance our understanding of diseases in the field of neuroscience.

   LOGO

Early Access Policy

We endeavor to make safe and effective medicines by conducting rigorous clinical trials and obtaining marketing approval from regulatory authorities, including the FDA. Participation in one of our clinical trials is the optimal way for patients to gain access to our investigational medicines prior to regulatory approval. However, we understand that some patients may not be able to participate in a clinical trial. If early data from our clinical trials suggest that an investigational treatment might offer benefits for patients facing serious or life-threatening conditions, we have a policy under which patients may be eligible to receive access to an investigational medicine outside the context of a clinical trial. Additional details, including eligibility criteria, can be found in the Alkermes Early Access Policy, a copy of which is available on the Early Access page of the Research and Development section of our website at www.alkermes.com.

Patient Advocacy and Community Engagement

Patient advocacy and community engagement are core to our mission. We are inspired by the courage of individuals who face the challenges of living with addiction, serious mental illness and cancer, and the perspectives of those affected by these conditions are paramount to our work. We regularly engage with these individuals and their caretakers, and with policymakers and leaders in the patient advocacy community, to better understand their perspectives and goals and the complex system of care for these diseases. Learnings from these interactions help to inform our business activities, including design of our clinical development and lifecycle management programs for our investigational and marketed medicines with specific patient outcomes in mind, and the nature and substance of our policy and advocacy efforts.

Our Response to COVID-19

Since the emergence of the COVID-19 pandemic, our main priorities have been, and continue to be, to protect the safety and health of our employees and to help ensure the supply of, and access to, our development products for people enrolled in our clinical studies and marketed products for people living with opioid dependence, alcohol dependence, schizophrenia and bipolar I disorder.

We have adapted our business practices in innovative ways to continue to operate safely and reliably and, in doing so, meet our public health responsibilities, which have become even more pronounced during this challenging time. We expanded our injection site network to include additional appropriate retail pharmacies and clinics where patients could receive injections of our proprietary medicines ARISTADA, ARISTADA INITIO® and VIVITROL, and increased our disease state education and awareness efforts, including through social media platforms and unbranded disease state education campaigns. For our ongoing clinical trials, we worked closely with clinical trial sites to support continuity of care.

 

     ALKERMES PLC        2023 Proxy Statement        64  


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PROPOSAL 2

 

 

NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

(Ordinary resolution)

Our Compensation Discussion and Analysis, which begins on page 90 of this proxy statement, describes our executive compensation program and the compensation decisions that the Compensation Committee made with respect to the compensation of our named executive officers for 2022. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. As required pursuant to Section 14A of the Exchange Act, our Board is asking that our shareholders cast a non-binding, advisory vote FOR the following resolution:

RESOLVED, that the Company’s shareholders approve, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, and related compensation tables and narrative discussion.”

Non-Binding, Advisory Vote. Our Board is asking that shareholders support this Proposal 2. This proposal is advisory and non-binding; as an ordinary resolution, approval of this proposal requires the affirmative vote of a majority of the votes cast by shareholders on the resolution in person or by proxy. Although the vote you are being asked to cast is advisory, and therefore non-binding, we value the views of our shareholders, and the Compensation Committee will consider the outcome of the vote when designing our future compensation programs and making future compensation decisions for our named executive officers. Abstentions and broker non-votes will not have any effect on the results of those deliberations because they are not considered to be votes cast.

Say-on-Pay – 2021 Executive Compensation. At our 2022 Annual Meeting, our say-on-pay proposal related to our 2021 executive compensation program received support of approximately 86% of the votes cast. We believe this support reflects the meaningful changes that our Compensation Committee has made to our executive compensation programs since 2020 in response to shareholder feedback. The 86% support level reflects an “against” vote from one of our larger shareholders (representing approximately 10% of the votes cast on the 2022 proposal) who, throughout numerous engagements with the Company and members of our Board, did not express any specific concerns with our executive compensation practices or our 2021 executive compensation program.

At our 2018 annual general meeting of shareholders, over 99% of the votes cast by our shareholders supported holding an advisory vote on our executive compensation on an annual basis. In light of this vote, and consistent with the prior recommendation of the Board, we intend to continue to hold non-binding advisory votes on executive compensation on an annual basis, until the next required advisory vote on the frequency of such votes, which will occur at our 2024 annual general meeting of shareholders.

2022 Continued Engagement and Board Responsiveness. Throughout 2022, we continued to actively engage with our shareholders on a regular basis to solicit their feedback regarding our executive compensation programs, our governance practices and other matters of interest to our shareholders. We requested engagement meetings with shareholders who collectively held approximately 60% of our outstanding shares and held meetings with shareholders who collectively held approximately 55% of our outstanding shares. Our Lead Independent Director and other members of our Board participated in certain of these meetings alongside representatives of management. During these engagements, shareholders generally acknowledged the Board and Compensation Committee’s responsiveness to shareholder feedback and the significant enhancements to our executive compensation programs in recent years.

Enhancements to Executive Compensation Program. We have made meaningful enhancements to our executive compensation program since 2020, including in 2022, to further align the interests of our CEO and other named executive officers with those of our shareholders. For additional information, see “Board Responsiveness—Enhancements to Compensation Practice” beginning on page 92 of this proxy statement.

 

 
The Board recommends that you vote FOR Proposal 2 using the enclosed WHITE proxy card.

 

     ALKERMES PLC        2023 Proxy Statement        65  


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PROPOSAL 3

 

 

NON-BINDING RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

AND ACCOUNTING FIRM AND BINDING AUTHORIZATION OF AUDIT AND RISK COMMITTEE TO SET INDEPENDENT AUDITOR AND ACCOUNTING FIRM’S REMUNERATION

(Ordinary resolution)

PwC served as our independent auditor and accounting firm for 2022. The Audit and Risk Committee reviewed and discussed the performance of PwC as the Company’s independent auditor and accounting firm for 2022 and, following such review and discussion, has retained PwC to serve as the Company’s independent auditor and accounting firm for 2023. Although we are not required to submit the appointment of PwC for shareholder approval, as a matter of good corporate governance, the Board has determined, upon the recommendation of the Audit and Risk Committee, to submit the selection of PwC for ratification by the Company’s shareholders and to ask that the Company’s shareholders authorize the Audit and Risk Committee to set the independent auditor and accounting firm’s remuneration. Even if the selection of PwC is ratified, the Audit and Risk Committee, in its discretion, may still select a different independent auditor and independent accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.

Majority Voting Standard. The resolution in respect of the authorization component of this Proposal 3 is an ordinary resolution that requires the affirmative vote of the majority of the votes cast on the resolution in person or by proxy (meaning the number of shares voted “FOR” this Proposal 3 must exceed the number of shares voted “AGAINST” this Proposal 3). Abstentions and broker non-votes (if any) will have no effect on the outcome of this Proposal 3 because they are not considered to be votes cast.

A representative of PwC is expected to attend the Annual Meeting. Such representative will be given an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

The text of the resolution in respect of this Proposal 3 is as follows:

RESOLVED, to ratify, on a non-binding, advisory basis, the appointment of PricewaterhouseCoopers LLP as the independent auditor and accounting firm of Alkermes plc and to authorize, in a binding vote, the Audit and Risk Committee to set the independent auditor and accounting firm’s remuneration.

 

 
The Board recommends that you vote FOR Proposal 3 using the enclosed WHITE proxy card.

 

     ALKERMES PLC        2023 Proxy Statement        66  


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PROPOSAL 4

 

 

APPROVAL OF

ALKERMES PLC 2018 STOCK OPTION AND INCENTIVE PLAN, AS AMENDED

(Ordinary resolution)

Overview

Our Board is requesting shareholder approval of the Alkermes plc 2018 Stock Option and Incentive Plan, as amended (the “2018 Plan”), as proposed to be further amended in accordance with this Proposal 4, to make the following material changes:

 

   

increase the number of ordinary shares authorized for issuance thereunder by [] new ordinary shares (subject to adjustment for stock splits, stock dividends and similar events); and

 

   

increase the number of ordinary shares that may be awarded in the form of incentive stock options thereunder from 45,900,000 to [] (subject to adjustment for stock splits, stock dividends and similar events).

The 2018 Plan, as proposed to be amended in accordance with this Proposal 4, is attached as Appendix A to this proxy statement and is incorporated herein by reference. For purposes of this Proposal 4, we refer to the 2018 Plan, as proposed to be amended in accordance with this Proposal 4, as the “Amended 2018 Plan.”

If this Proposal 4 is approved by our shareholders, the Amended 2018 Plan will become effective as of the date of the Annual Meeting. In the event our shareholders do not approve this Proposal 4, the Amended 2018 Plan will not become effective and the 2018 Plan will continue to be effective in accordance with its terms.

Why do we believe our shareholders should approve the Amended 2018 Plan (including the increased number of shares authorized for issuance thereunder)?

1. We believe the size of our share reserve increase request is reasonable.

The size of our share reserve increase request for the Amended 2018 Plan is equal to [] new ordinary shares (subject to adjustment for stock splits, stock dividends and similar events). We expect our request will provide us with sufficient ordinary shares to support approximately one to two years of equity awards at our current market value. Equity awards are key to our ability to attract, retain and incentivize employees who are integral to the successful development of our pipeline candidates, the commercialization of our products and the accomplishment of transformative business transactions. Our compensation philosophy with respect to equity awards is to target around the 50th percentile by value of our comparable peer group, as determined using the Black-Scholes option pricing model for stock options and market prices for restricted stock unit awards, with the opportunity to increase or decrease the value of equity awards from the 50th percentile based upon individual performance and other factors. If our request is not approved, we do not expect to have sufficient ordinary shares to support our next round of annual equity awards at our current market value.

2. Equity awards are integral to our compensation program and to our success.

Equity awards, similar to those typically offered by our competitors, have been, and we believe will continue to be, an integral component of our overall compensation program, enabling us to attract qualified and skilled employees and directors, retain our existing employees, including our experienced management team, and provide incentives for our employees to exert maximum efforts for our success, ultimately contributing to the creation of shareholder value.

We have built, and continue to devote significant resources to further develop and enhance, a comprehensive cross-functional infrastructure designed to support product development from discovery through commercialization and lifecycle management. We have a portfolio of proprietary products that we manufacture, market and sell in the U.S. and we are currently developing a pipeline of potential new proprietary products. We also manufacture commercial products that incorporate our proprietary technologies under license that are owned and commercialized by other biopharmaceutical companies and for which we receive manufacturing and/or royalty revenues.

 

     ALKERMES PLC        2023 Proxy Statement        67  


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We seek to attract, hire, develop, retain and motivate qualified and highly-skilled personnel with experience in areas such as R&D, including early discovery, translational medicine, formulation and clinical development capabilities; intellectual property prosecution, enforcement and defense; medical affairs; manufacturing operations; U.S. federal and state government affairs; sales and marketing; and market access, among other areas. Competition for such personnel in our industry and the geographic regions in which we operate is intense, with numerous companies also developing, launching or marketing products, including products against which our products directly compete.

3. We manage our equity award use carefully.

We carefully and thoughtfully manage our equity award use, balancing attraction, retention and incentivization of our employees against dilution and burn rate considerations. As of the Record Date, our full dilution, which is calculated as (shares available for grant + shares subject to outstanding equity awards) / (shares outstanding + shares available for grant + shares subject to outstanding equity awards), is approximately []%.

The following two tables provide certain additional information regarding our equity incentive program and include awards granted under all of our equity incentive plans.

 

    

As of the

    Record Date    

Total number of ordinary shares subject to outstanding stock options

     []    

Weighted-average exercise price of outstanding stock options

   $                         []  

Weighted-average remaining term of outstanding stock options

     [] years  

Total number of ordinary shares subject to outstanding full value awards(1)

     []  

Total number of ordinary shares available for grant under the 2018 Plan(2)

     []  

Total number of ordinary shares outstanding

     []  

Per-share closing price of ordinary shares as reported on Nasdaq

   $ []  

 

(1)

A “full value award” is an award other than a stock option or stock appreciation right.

(2)

As of the Record Date, there were no ordinary shares available for grant under any of our equity incentive plans other than the 2018 Plan

 

    As of December 31,  
          2022                 2021                 2020        

Burn Rate (1)

    3.78%       5.02%       4.59%  

 

(1)

Burn Rate is calculated as: (shares subject to stock options granted + shares subject to time-vesting full value awards granted + shares subject to performance-vesting full value awards vested)/weighted average ordinary shares outstanding. The share reserve under the 2018 Plan is reduced by 1.8 ordinary shares for each ordinary share issued pursuant to a full value award.

The following table sets forth our historic use of equity in 2022, 2021 and 2020:

 

     Year  
     2022      2021      2020

Stock options granted

     3,164,468        4,001,529        3,799,952    

Time-vesting full value awards granted

     3,031,864        3,896,511        3,494,759  

Performance-vesting full value awards vested

            177,946(1)         

Weighted average ordinary shares outstanding

     163,741,592        160,942,346        158,802,915  

 

(1)

Consists of performance-vesting restricted stock unit awards that vested based on the Company’s achievement of two of the three pipeline goals to which the performance-vesting restricted stock unit awards granted in February 2020 to our employees at senior vice president level and above were subject.

 

     ALKERMES PLC        2023 Proxy Statement        68  


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Important Aspects of the Amended 2018 Plan Designed to Protect our Shareholders’ Interests

The Amended 2018 Plan contains certain provisions, including those set forth below, designed to protect our shareholders’ interests and to reflect corporate governance best practices. The descriptions of these provisions and of certain other features of the Amended 2018 Plan contained in this Proposal 4 are intended to be summaries only and are qualified in their entirety by the full text of the Amended 2018 Plan attached hereto as Appendix A.

 

   

Shareholder approval is required for additional shares. The Amended 2018 Plan does not contain an annual “evergreen” provision. Thus, shareholder approval is required each time we desire to increase the share reserve, allowing our shareholders the ability to have a say on our equity compensation programs.

 

   

Share counting provisions. The share reserve under the Amended 2018 Plan is reduced by one ordinary share for each ordinary share issued pursuant to a stock option or stock appreciation right and by 1.8 ordinary shares for each ordinary share issued pursuant to a full value award. This helps to ensure that management and the Compensation Committee are using the share reserve effectively and with regard to the value of each type of equity award. The Amended 2018 Plan also prohibits liberal share recycling, which means that shares tendered or held back upon exercise of a stock option or stock appreciation right or settlement of an award to cover the exercise price or tax withholding for such option, right or award are not added back to the number of shares available for issuance under the Amended 2018 Plan.

 

   

Flexibility in designing equity compensation scheme. The Amended 2018 Plan allows us to provide a broad array of equity incentives, including traditional option grants, stock appreciation rights, restricted stock awards, restricted stock unit awards, cash-based awards and performance share awards. By providing this flexibility, we are positioned to quickly and effectively react to trends in compensation practices and continue to offer competitive compensation arrangements to attract and retain the talent necessary for the success of our business.

 

   

No right to vote or receive dividends. Until shares are delivered in accordance with the Amended 2018 Plan, no right to vote or receive dividends or any other rights of a shareholder will exist with respect to shares to be issued in connection with equity awards.

 

   

No option or SAR repricing. The Amended 2018 Plan explicitly prohibits repricing options and stock appreciation rights in any manner without shareholder approval, including cancelling awards in exchange for cash or for another award under the Amended 2018 Plan.

 

   

Minimum 1-year vesting requirement. Under the Amended 2018 Plan, options and stock appreciation rights do not vest and become exercisable, and restricted stock awards and restricted stock unit awards do not vest, until at least one year from the grant date.

 

   

Equity Clawback. Equity awards granted to our named executive officers under the Amended 2018 Plan are subject to our Clawback Policy, as in effect from time to time. A current copy of the Clawback Policy can be found on the Corporate Governance page of the Investors section of our website at www.alkermes.com.

Majority Voting Standard

The resolution in respect of this Proposal 4 is an ordinary resolution that requires the affirmative vote of the majority of the votes cast on the resolution in person or by proxy (meaning the number of shares voted “FOR” this Proposal 4 must exceed the number of shares voted “AGAINST” this Proposal 4). Abstentions and broker non-votes will have no effect on the outcome of this Proposal 4 because they are not considered to be votes cast.

The text of the resolution in respect of this Proposal 4 is as follows:

RESOLVED, that the Alkermes plc 2018 Stock Option and Incentive Plan, as amended, be APPROVED.

 

 
The Board recommends that you vote FOR Proposal 4 using the enclosed WHITE proxy card.

 

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Principal Features of the Amended 2018 Plan

The material features of the Amended 2018 Plan are as described below. These descriptions are intended to be summaries only and are qualified in their entirety by the full text of the Amended 2018 Plan attached hereto as Appendix A.

 

   

The Amended 2018 Plan will be administered by either the Compensation Committee or by a similar committee performing the functions of the Compensation Committee and which is comprised of not less than two independent, non-employee directors (in either case, the “Administrator”). The Administrator, in its discretion, may grant a variety of incentive awards based on our ordinary shares. The Administrator may delegate its authority and duties with respect to the granting of awards to a subcommittee of one or more members of the Board, subject to applicable law and certain limitations and guidelines set forth in the Amended Plan.

 

   

The award of stock options (both incentive and non-qualified stock options), stock appreciation rights, restricted stock unit awards, restricted stock awards, cash-based awards and performance share awards is permitted.

 

   

For purposes of determining the number of our ordinary shares available for issuance under the Amended 2018 Plan, (a) the grant of any full value award (i.e., an award other than a stock option or stock appreciation right) is deemed as an award of 1.8 ordinary shares for each such ordinary share actually subject to the award and shall be treated similarly if added back to the number of shares available for issuance when forfeited or canceled under the Amended 2018 Plan, (b) the grant of a stock option or stock appreciation right is deemed as an award of one ordinary share for each such ordinary share actually subject to the award and shall be treated similarly if added back to the number of shares available for issuance when forfeited or canceled under the Amended 2018 Plan, (c) any Prior Plans Returning Share (as defined in the Amended 2018 Plan and described below) subject to a full value award shall be added to the number of shares available for issuance as 1.8 ordinary shares, and (d) any Prior Plans Returning Share subject to a stock option or stock appreciation right shall be added to the number of shares available for issuance as one ordinary share. The term “Prior Plans Returning Share” generally means any ordinary share underlying any outstanding award granted under the Alkermes plc 2011 Stock Option and Incentive Plan, as amended (the “2011 Plan”) or the Alkermes plc Amended and Restated 2008 Stock Option and Incentive Plan, as amended, in each case that, from and after May 20, 2020 (the date of the Company’s 2020 annual general meeting of shareholders), was or is forfeited, canceled, repurchased or otherwise terminated (other than by exercise).

 

   

Our Board or the Administrator may at any time amend or discontinue the Amended 2018 Plan, and the Administrator may at any time amend or cancel any outstanding award for the purpose of satisfying changes in the law or for any other lawful purpose. However, no such action may adversely affect any rights under any outstanding award without the award holder’s consent. Additionally, no option or stock appreciation right may be repriced in any manner without shareholder approval. Amendments to the Amended 2018 Plan will be subject to approval by our shareholders to the extent required under the rules of any securities exchange or market system on which our ordinary shares are listed or any other applicable rules. Amendments shall also be subject to approval by our shareholders if and to the extent such approval is determined by the Administrator to be required by the Code in order to preserve the qualified status of incentive stock options.

The maximum number of ordinary shares that may be issued under the Amended 2018 Plan is equal to the sum of the following (subject to adjustment for stock splits, stock dividends and similar events): (i) [] ordinary shares; (ii) 1,199,965 ordinary shares, which is the number of 2011 Plan Available Shares (as defined in the 2018 Amended Plan and described below); and (iii) the Prior Plans Returning Shares, as such shares become available from time to time. For purposes of this limitation, shares underlying any awards granted under the Amended 2018 Plan that are forfeited, canceled, repurchased or otherwise terminated (other than by exercise) will be added back to the number of shares available for issuance under the Amended 2018 Plan. Shares tendered or held back upon exercise of an option or stock appreciation right or settlement of an award to cover the exercise price or tax withholding for such option, right or award are not added back to the number of shares available for issuance under the Amended 2018 Plan. Shares purchased in the open market with proceeds from the exercise of options or stock appreciation rights will not be added to the number of shares available for issuance under the Amended 2018 Plan. In addition, in the event that a stock appreciation right is settled in shares, the gross number of shares subject to the stock appreciation right will be deducted from the number of shares available for issuance under the Amended 2018 Plan. The shares issued under the Amended 2018 Plan may be issued from treasury or otherwise.

 

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The term “2011 Plan Available Shares” generally means the 1,199,965 ordinary shares that remained available for grant under the 2011 Plan as of May 20, 2020 (the date of the Company’s 2020 annual general meeting of shareholders), which ordinary shares ceased to be available for grant under the 2011 Plan (and became available for issuance pursuant to Awards under the 2018 Plan) as of such date.

Summary of the Amended 2018 Plan

Plan Administration. The Administrator has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the Amended 2018 Plan. The Administrator may also determine and modify the terms and conditions, including restrictions, not inconsistent with the terms of the Amended 2018 Plan, of any award and accelerate the exercisability or vesting of all or any portion of any award, except that within the minimum vesting periods described below, vesting may be accelerated only in the case of a grantee’s death, disability or retirement or upon a Sale Event (as defined in the Amended 2018 Plan). Subject to applicable law, the Administrator may also delegate to a subcommittee comprised of one or more members of the Board all or part of the Administrator’s authority and duties with respect to the granting of awards to employees who are not subject to the reporting and other provisions of Section 16 of the Exchange Act. Any such delegation by the Administrator shall include a limitation as to the amount of awards that may be granted during the period of the delegation and shall contain guidelines as to the determination of the exercise price, if applicable, and the vesting criteria.

Eligibility and Limitations on Grants. Persons eligible to participate in the Amended 2018 Plan will be those officers, employees, non-employee directors and consultants of the Company and its subsidiaries as selected from time to time by the Administrator. The intention in making awards to eligible persons under the Amended 2018 Plan will be to align the compensation of these individuals over a multi-year period directly with the interests of our shareholders and serve as a tool in the recruitment and retention of these individuals. As of the Record Date, we (including our subsidiaries) had approximately [] employees (including officers), [] non-employee directors, and approximately [] consultants. The maximum number of ordinary shares that can be awarded in the form of incentive stock options under the Amended 2018 Plan will not exceed [] shares (subject to adjustment for stock splits, stock dividends and similar events).

Stock Options and Stock Appreciation Rights. The Amended 2018 Plan permits the granting of (1) stock options intended to qualify as incentive stock options under Section 422 of the Code, (2) stock options that do not so qualify and (3) stock appreciation rights. Options granted under the Amended 2018 Plan will be non-qualified options if they fail to qualify as incentive stock options or exceed the annual limit on incentive stock options. Non-qualified options and stock appreciation rights may be granted to any persons eligible to receive incentive stock options and to non-employee directors and consultants. The exercise price of each option and stock appreciation right will be determined by the Administrator but will not be less than 100% of the fair market value of our ordinary shares on the date of grant; provided, however, that for any incentive stock option granted to an employee who, at the time of grant, owns or is deemed to own shares possessing more than 10% of our total combined voting power or that of any subsidiary (a “10% Owner”), such exercise price will not be less than 110% of the fair market value of our ordinary shares on the date of grant.

The term of each option and stock appreciation right will be fixed by the Administrator and will not exceed ten years from the date of grant; provided, however, that for any incentive stock option granted to a 10% Owner, such term will not exceed five years from the date of grant. Options and stock appreciation rights may be subject to such conditions and restrictions as the Administrator may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with the Company through a specified vesting period. The Administrator will determine at what time or times each option and stock appreciation right may vest and becomes exercisable. Options and stock appreciation rights may vest and become exercisable in installments, provided they shall not vest or become exercisable for a period of at least one year from the date of grant. Options and stock appreciation rights may be exercised in whole or in part with written or electronic notice to the Company’s delegate. Upon exercise of non-qualified stock options, unless otherwise determined by the Administrator, the purchase price must be paid through a net reduction in the number of ordinary shares issuable upon such exercise, based on the fair market value of our ordinary shares on the date of exercise. Upon exercise of incentive stock options and those non-qualified options for which the Administrator elects not to utilize the above payment method, the option exercise price

 

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may be paid in full either in cash, by certified check, bank check or other instrument acceptable to the Administrator or by delivery (or attestation to the ownership) of ordinary shares that are beneficially owned by the optionee based on the fair market value of our ordinary shares on the date of exercise or, subject to applicable law, by delivery to the Company of an exercise notice together with irrevocable instructions to a broker to promptly deliver cash or a check payable to the Company for the purchase price. The appreciation distribution payable on the exercise of a stock appreciation right will not be greater than an amount equal to the excess of (i) the fair market value (on the date of exercise) of a number of shares equal to the number of share equivalents being exercised under the stock appreciation right, over (ii) the exercise price of such share equivalents. The appreciation distribution may be paid in ordinary shares, in cash, in any combination of the two or in any other form of consideration determined by the Administrator and set forth in the award agreement.

To qualify as incentive stock options, options must meet additional U.S. federal tax requirements, including a $100,000 limit on the value of our ordinary shares subject to incentive stock options that first become exercisable by a participant in any one calendar year.

Restricted Stock Unit Awards. The Administrator may award stock units as restricted stock unit awards to participants. Restricted stock unit awards are ultimately payable in the form of ordinary shares and may be subject to such conditions and restrictions as the Administrator may determine, subject to a mandatory minimum period of one year from the date of grant before any such award vests. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with the Company through a specified vesting period. To the extent a restricted stock unit award is subject to Section 409A of the Code (“Section 409A”), it may contain such additional terms and conditions as the Administrator shall determine in order for such award to comply with the requirements of Section 409A.

The Administrator, in its sole discretion, may permit a grantee to elect to receive a portion of future cash compensation otherwise due to such grantee in the form of a restricted stock unit award. Any such election shall be made in writing and shall be delivered to the Company no later than the date specified by the Administrator and in accordance with Section 409A and such other rules and procedures established by the Administrator. Any such future cash compensation that the grantee elects to defer shall be converted to a fixed number of phantom stock units (which may be fully vested) based on the fair market value of our ordinary shares on the date the compensation would otherwise have been paid to the grantee if such payment had not been deferred.

Restricted Stock. The Administrator may award ordinary shares as restricted stock to participants, subject to such conditions and restrictions as the Administrator may determine, subject to a mandatory minimum period of one year from the date of grant before any such award vests. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with us through a specified restricted period.

Cash-Based Awards. Each cash-based award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the Administrator. Payment, if any, with respect to a cash-based award may be made in cash or in ordinary shares, as the Administrator determines. Except as may otherwise be provided by the Administrator, a grantee’s right in all cash-based awards that have not vested shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its subsidiaries for any reason (including if a subsidiary ceases to be a subsidiary of the Company).

Performance Share Awards. The Administrator may grant performance share awards independent of, or in connection with, the granting of other awards under the Amended 2018 Plan. The Administrator, in its sole discretion, determines whether and to whom performance share awards will be granted, the performance goals subject to the award, the period during which performance is to be measured, which will not be less than one year, and such other conditions as the Administrator shall determine. Upon the attainment of the performance goal, the grantee is entitled to receive ordinary shares.

 

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Performance-Based Awards. The Administrator may grant performance-based awards under the Amended 2018 Plan (consisting of restricted stock awards, restricted stock unit awards, cash-based awards or performance share awards) that are payable upon the attainment of performance goals established by the Administrator. The Administrator will define the manner of calculating the performance criteria it selects to use for any performance goals, which may be expressed in terms of overall performance of the Company or the performance of a subsidiary, unit, division, group, or an individual. The performance criteria that may be used to establish such performance goals are the following: earnings before interest, taxes, depreciation and amortization, net income (loss) (either before or after interest, taxes, depreciation and/or amortization), changes in the market price of our ordinary shares, economic value-added, initiation or completion of clinical trials, results of clinical trials, drug development or commercialization milestones, collaboration milestones, operational measures including production capacity and capability, hiring and retention of key managers, expense management, capital raising transactions, sales or revenue, acquisitions or strategic transactions, operating income (loss), cash flow (including, but not limited to, operating cash flow and free cash flow), return on capital, assets, equity, or investment, shareholder returns, gross or net profit levels, operating margins, earnings (loss) per ordinary share, sales or market shares, and any other measures of performance selected by the Administrator, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group.

The Administrator may adjust or modify the calculation of any performance goals to make adjustments deemed appropriate by the Administrator, including but not limited to, in order to prevent the dilution or enlargement of the rights of an individual (i) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development, (ii) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company or its subsidiaries, or the financial statements of the Company or its subsidiaries, or (iii) in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions.

Tax Withholding. Participants in the Amended 2018 Plan are responsible for the payment of any U.S. federal, state or local taxes, and non-U.S. or other taxes that the Company is required by law to withhold upon any option or stock appreciation right exercise or vesting of other awards. The Company has the right to deduct any such taxes from any payment otherwise due to a grantee, including the right to reduce the number of ordinary shares otherwise required to be issued to the grantee in an amount that, on the date of issuance, would have a fair market value equal to all such taxes required to be withheld by the Company.

Change in Control Provisions. Under the terms of the Amended 2018 Plan, the Administrator has the authority to determine the conditions under which any award under the Amended 2018 Plan will become vested and, if applicable, exercisable in the event of a Sale Event at the time of grant of such award. Except to the extent the Administrator determines otherwise at the time of grant, the Amended 2018 Plan provides that all stock options and stock appreciation rights that are not vested and exercisable immediately prior to the effective time of the Sale Event shall become fully vested and exercisable as of the effective time of the Sale Event; all other awards with time-based vesting, conditions or restrictions shall become fully vested and nonforfeitable as of the effective time of the Sale Event; and all awards with conditions and restrictions relating to the attainment of performance goals may, in the Administrator’s discretion, become vested and nonforfeitable in connection with a Sale Event. In addition, in the event of a Sale Event in which the Company’s shareholders will receive cash consideration, the Company may make or provide for a cash payment to participants holding vested stock options or stock appreciation rights equal to the difference between the per share cash consideration and the exercise price of any vested stock option or stock appreciation right.

Shareholder Rights. Until shares are delivered in accordance with the Amended 2018 Plan, no right to vote or receive dividends or any other rights of a shareholder will exist with respect to shares to be issued in connection with equity awards, notwithstanding the exercise of a stock option or stock appreciation right or any other action by the grantee with respect to an equity award.

 

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Amendments and Termination. Our Board or the Administrator may at any time amend or discontinue the Amended 2018 Plan, and the Administrator may at any time amend or cancel any outstanding award for the purpose of satisfying changes in applicable law or for any other lawful purpose. However, no such action may adversely affect any rights under any outstanding award without the award holder’s consent. Amendments will be subject to approval by our shareholders to the extent such approval is required under the rules of any securities exchange or market system on which our ordinary shares are listed or any other applicable rules. Amendments shall also be subject to approval by our shareholders if and to the extent such approval is determined by the Administrator to be required by the Code in order to preserve the qualified status of incentive stock options. In addition, except in connection with a reorganization or other similar change in the capital shares of the Company or a merger or other transaction, without prior shareholder approval, the Administrator will not reduce the exercise price of an outstanding stock option or stock appreciation right, or effect a re-pricing of an outstanding stock option or stock appreciation right through cancellation or re-grants or through cancellation in exchange for cash or another award. Unless the Amended 2018 Plan is sooner terminated, awards of incentive stock options may be granted under the Amended 2018 Plan until March 29, 2028 (which is the tenth anniversary of the date the 2018 Plan was first approved by the Board).

Changes in Shares. If, as a result of any reorganization, recapitalization, reclassification, share dividend, share split, reverse share split or other similar change in the Company’s capital shares, the Company’s outstanding ordinary shares are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such ordinary shares or other securities, or, if, as a result of any merger or consolidation, or sale of all or substantially all of the assets of the Company, the Company’s outstanding ordinary shares are converted into or exchanged for securities of the Company or any successor entity (or a parent or subsidiary thereof), the Administrator will make an appropriate or proportionate adjustment in (i) the maximum number of shares reserved for issuance under the Amended 2018 Plan, including the maximum number of shares that may be issued in the form of incentive stock options, (ii) the number and kind of shares or other securities subject to any then outstanding awards under the Amended 2018 Plan, (iii) the repurchase price, if any, per share subject to each outstanding restricted stock award, and (iv) the price for each share subject to any then outstanding option and stock appreciation right, without changing the aggregate exercise price with which such option or stock appreciation right remains exercisable. The Administrator will also make equitable or proportionate adjustments in the number of shares subject to outstanding awards and the exercise price and the terms of outstanding awards to take into consideration cash dividends paid other than in the ordinary course or any other extraordinary corporate event.

New Plan Benefits under the Amended 2018 Plan

Awards granted under the Amended 2018 Plan to our executive officers, directors and other employees are discretionary and are not subject to set benefits or amounts under the terms of the Amended 2018 Plan, and our Board and Compensation Committee have not granted any awards under the Amended 2018 Plan subject to shareholder approval of this Proposal 4. Accordingly, the benefits or amounts that will be received by, or allocated to, the Company’s CEO, the Company’s other named executive officers, all current executive officers as a group, all current directors who are not executive officers as a group, and all employees (including all current officers who are not executive officers) as a group under the Amended 2018 Plan, are not determinable.

 

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Plan Benefits under the 2018 Plan

The following table sets forth, for each of the individuals and various groups indicated, the total number of ordinary shares subject to awards that have been granted under the 2018 Plan as of the Record Date.

 

     

    Number of    
Shares

 

 Richard F. Pops

     []    

Chief Executive Officer and Chairman

        

 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

        

 All current executive officers as a group

     []  

 All current directors who are not executive officers as a group

     []  

 Each nominee for election as a director

        

Emily Peterson Alva

     []  

Shane M. Cooke

     []  

Richard B. Gaynor, M.D.

     []  

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

     []  

Brian P. McKeon

     []  

Richard F. Pops

     []  

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

     []  

 Each associate of any executive officer, current director or director nominee

      

 Each other person who received or is to receive 5% of awards

        

Richard F. Pops

     []  

 All employees (including all current officers who are not executive officers) as a group

     []  

U.S. Federal Income Tax Consequences

The following is a summary of the principal U.S. federal income tax consequences of certain transactions under the Amended 2018 Plan. It does not describe all U.S. federal tax consequences under the Amended 2018 Plan, U.S. state or local tax consequences or tax consequences outside of the U.S. Our ability to realize the benefit of any tax deductions described below depends on our generation of taxable income as well as the requirement of reasonableness, the provisions of Section 162(m) of the Code (“Section 162(m)”) and the satisfaction of our tax reporting obligations.

Incentive Stock Options. No taxable income is generally realized by the optionee upon the grant or exercise of an incentive stock option. If ordinary shares issued to an optionee pursuant to the exercise of an incentive stock option are sold or transferred after two years from the date of grant and after one year from the date of exercise, then (1) upon sale of such shares, any amount realized in excess of the option price (the amount paid for the shares) will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (2) we will not be entitled to any deduction for U.S. federal income tax purposes. The exercise of an incentive stock option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.

An incentive stock option will not be eligible for the tax treatment described above if it is exercised more than three months following termination of employment (or one year in the case of termination of employment by reason of disability). In the case of termination of employment by reason of death, the three-month rule does not apply. If ordinary shares acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of the two-year and one-year holding periods described above, generally (1) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the ordinary shares at exercise (or, if less, the amount realized on a sale of such shares) over the option price thereof, and (2) we will be entitled to deduct such amount. Special rules will apply where all or a portion of the exercise price of the incentive stock option is paid by tendering shares.

 

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Non-Qualified Options. No taxable income is generally realized by the optionee upon the grant of a non-qualified option. Generally (1) at exercise, ordinary income is realized by the optionee in an amount equal to the difference between the option price and the fair market value of the shares on the date of exercise, and we receive a tax deduction for the same amount, and (2) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the shares have been held. Special rules will apply where all or a portion of the exercise price of the non-qualified option is paid by tendering shares. Upon exercise, the optionee will also be subject to Social Security taxes on the excess of the fair market value over the exercise price of the option.

Stock Appreciation Rights. Generally, if a stock appreciation right is granted with an exercise price equal to the fair market value of the underlying shares on the grant date, the participant will recognize ordinary income equal to the fair market value of the shares or cash received upon such exercise, and we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant.

Other Awards. We will generally be entitled to a tax deduction in connection with an award under the Amended 2018 Plan in an amount equal to the ordinary income realized by the participant at the time the participant recognizes such income. Participants typically are subject to income tax and recognize that tax at the time that an award is exercised, vests or becomes non-forfeitable, unless the award provides for a further deferral.

Parachute Payments

The vesting of any portion of a stock option or other award that is accelerated due to the occurrence of a change in control may cause a portion of the payments with respect to such accelerated award to be treated as “parachute payments” as defined in the Code. Any such parachute payments may be non-deductible to us, in whole or in part, and may subject the recipient to a non-deductible 20% U.S. federal excise tax on all or a portion of such payments (in addition to other taxes ordinarily payable).

Limitation on the Company’s Deductions

Under Section 162(m), compensation paid to any publicly held corporation’s “covered employees” that exceeds $1 million per taxable year for any covered employee is generally non-deductible. Awards granted under the Amended 2018 Plan will be subject to the deduction limit under Section 162(m) and will not be eligible to qualify for the performance-based compensation exception under Section 162(m) pursuant to the transition relief provided by the Tax Cuts and Jobs Act of 2017. For more information regarding the deduction limit under Section 162(m), see the discussion in the section entitled “Tax and Accounting Considerations” on page 116 of this proxy statement.

A copy of the Amended 2018 Plan is attached as Appendix A to this proxy statement.

 

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PROPOSAL 5

 

 

RENEWAL OF BOARD AUTHORITY TO ALLOT AND ISSUE SHARES UNDER IRISH LAW

(Ordinary resolution)

Background. Under Irish law, the directors of an Irish plc must have specific authority from the company’s shareholders to allot and issue any shares, including shares which are part of the company’s authorized but unissued share capital. Under Irish law, this authority can be granted by a company’s shareholders for up to the maximum of a company’s authorized but unissued share capital and for a period of up to five years, at which point such authority will lapse unless renewed by the company’s shareholders.

At our 2022 Annual Meeting, our shareholders approved our Board’s authority to allot and issue shares up to a maximum of 33% of our issued share capital, for a period of 18 months from the date of approval. Accordingly, our Board’s current authority to allot and issue shares will expire on January 7, 2024, unless sooner renewed, varied or revoked.

Renewal Request. Under this Proposal 5, we are asking our shareholders to renew our Board’s authority to allot and issue our authorized shares, up to a maximum of 20% of our issued share capital as at [], 2023 (the latest practicable date before the filing of this proxy statement), for a period of 18 months from the date of shareholder approval of the below resolution, unless sooner renewed, varied or revoked. Granting to a company’s board of directors authority to allot and issue shares is routine for Irish plcs and we expect to next propose renewal of the Board’s general authority to allot and issue shares at our 2024 annual general meeting of shareholders.

To be clear, we are not asking our shareholders to approve an increase to our authorized ordinary share capital or to approve a specific issuance of shares; rather, approval of this Proposal 5 will simply provide our Board with certain continued flexibility to allot and issue shares that are already within our authorized share capital on the terms set forth in this proposal, in order to advance our business and drive shareholder value, including, if applicable, in connection with capital-raising and potential strategic transactions.

Because we are a Nasdaq-listed company and considered a U.S. domestic reporting company under SEC rules, we are and will continue to be subject to applicable SEC disclosure and other regulations, and Nasdaq requirements to obtain shareholder approval prior to certain share issuances, and our Board will continue to exercise its fiduciary duties under Irish law to act in good faith and in the best interests of the Company and our shareholders.

This authorization is required as a matter of Irish law and is not otherwise required for other Nasdaq-listed companies not incorporated in Ireland with which we compete. Accordingly, failure to approve this proposal could put us at a distinct disadvantage compared to many of our peers who are not similarly required to obtain share issuance authorities from their shareholders.

If our shareholders approve this Proposal 5, our Board’s authority to allot and issue shares, as set forth in this Proposal 5, will be effective as of the date of such approval. If our shareholders do not approve this Proposal 5, our Board’s current authority will continue to apply until the date of expiry of the existing shareholder-approved share allotment and issuance authority, or January 7, 2024; however, after such date our Board will generally not be able to allot and issue any shares (other than to certain employees pursuant to our employee equity plans or pursuant to a pre-existing contractual obligation) without first seeking and obtaining shareholder approval for each such issuance.

Majority Voting Standard. Under Irish law, the resolution in respect of this Proposal 5 is an ordinary resolution that requires the affirmative vote of the majority of the votes cast on the resolution in person or by proxy (meaning the number of shares voted “FOR” this Proposal 5 must exceed the number of shares voted “AGAINST” this Proposal 5). Abstentions and broker non-votes (if any) will have no effect on the outcome of this Proposal 5 because they are not considered to be votes cast.

 

 

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The text of the resolution in respect of this Proposal 5 is as follows:

RESOLVED, that the directors of the Company be and are hereby generally and unconditionally authorized pursuant to section 1021(1) of the Irish Companies Act 2014, with effect from the passing of this resolution, to exercise all powers of the Company to allot and/or issue relevant securities (within the meaning of section 1021(12) of the Irish Companies Act 2014) up to an aggregate nominal amount of $[] ([] shares) (being equivalent to approximately 20% of the aggregate nominal value of the issued ordinary share capital of the Company as of [], 2023 (the latest practicable date before the filing of this proxy statement)), and the authority conferred by this resolution shall expire 18 months from the date of passing of this resolution, unless sooner renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired and, in that case, the directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired. <