DEF 14A
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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. )

 

 

 

 

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 under §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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Table of Contents

 

 

 

 

 

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Registered in Ireland—No. 498284

Connaught House

1 Burlington Road

Dublin 4, Ireland, D04 C5Y6

NOTICE OF 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS SCHEDULED To be held MAY 31, 2024

To the Shareholders of Alkermes plc:

The 2024 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 May 31, 2024 at 2:00 p.m., Irish Standard Time, at the Company’s offices at Connaught House, 1 Burlington Road, Dublin 4, Ireland, D04 C5Y6, for the following purposes:

1.
To elect, by separate resolutions, each of the following director nominees to serve on the Company’s Board of Directors (the “Board”) for a one-year term until the Company’s 2025 annual general meeting of shareholders:

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2.
To approve, in a non-binding, advisory vote, the compensation of the Company’s named executive officers.
3.
To approve, in a non-binding, advisory vote, the frequency of future advisory votes on the compensation of the Company’s named executive officers.
4.
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.
5.
To approve the Alkermes plc 2018 Stock Option and Incentive Plan, as amended.
6.
To renew Board authority to allot and issue shares under Irish law.
7.
To renew Board authority to disapply the statutory pre-emption rights that would otherwise apply under Irish law.
8.
To transact such other business as may properly come before the Annual Meeting.

 

 

ALKERMES PLC Notice of 2024 Annual Meeting


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Proposal 1 relates solely to the election of 11 directors nominated by the Board and does not include any other matters relating to the election of directors. A separate resolution will be presented at the Annual Meeting for each of the director nominees. Proposals 2 through 6 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 7 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 March 18, 2024, 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, 2023, 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.

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DAVID J. GAFFIN

Secretary

Dublin, Ireland

April 15, 2024

 

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 31, 2024. This notice, the accompanying proxy statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (together, the “Proxy Materials”) are available at http://www.proxydocs.com/ALKS. The Proxy Materials are also available free of charge on the Investors section of our website at www.alkermes.com.

The Company’s Irish statutory financial statements for the year ended December 31, 2023, including the related reports thereon (together, the “Irish Statutory Reports”), are available on the Annual Reports page of the Investors section of our website at www.alkermes.com.

 

Shareholders may obtain printed copies of the Proxy Materials and the Irish Statutory Reports free of charge by writing to our Company Secretary at Alkermes plc, Connaught House, 1 Burlington Road, Dublin 4, Ireland, D04 C576, Attention: Company Secretary.

ALKERMES PLC Notice of 2024 Annual Meeting


Table of Contents

Letters to our Shareholders

Dear Fellow Shareholders,

 

Alkermes entered 2024 as a stand-alone neuroscience company in a position of strength, having redefined the business through a series of commercial and scientific successes, and transformational activities, in 2023. At the same time, we continued our focus on strong corporate governance, dedication to patients and employees, diversity education and awareness, and commitment to operating ethically and responsibly.

From a commercial perspective, we made exciting progress in growing our proprietary products and improving access to patients in need of these important treatments. We achieved revenues in excess of $1 billion, primarily driven by our three proprietary products, LYBALVI®, VIVITROL® and ARISTADA® which, together, were used to treat more than 200,000 people in the U.S. in 2023.

From a scientific perspective, we significantly advanced our development program for ALKS 2680, our orexin 2 receptor agonist, presenting initial data from the first cohort of patients with narcolepsy type 1 and advancing clinical trial readiness activities in preparation for the commencement of the phase 2 clinical study. We also continued to progress a number of earlier-stage neuroscience development programs.

From a transactional perspective, we executed on activities to transform and strengthen the profile of the business. We completed the separation of our oncology business into a new, independent, publicly-traded company, thereby enabling us to further focus our efforts, and capital, on developing and strengthening our portfolio of neuroscience commercial products and pipeline opportunities. We prevailed in arbitration with Janssen Pharmaceutica N.V., resulting in resumption of royalties and approximately $486 million in revenue in 2023, and settled favorably our VIVITROL patent litigation, delaying generic entry by Teva until 2027. And we announced an agreement to sell our manufacturing facility in Athlone, Ireland, which we expect to drive operational efficiencies and enhance profitability over the long term.

Underpinning these accomplishments is our continued operation of the business in an ethical and responsible manner. In 2023, we published our sixth annual Corporate Responsibility Report, highlighting our diversity, inclusion and belonging-related initiatives, employee wellness and career development programs, key environmental performance data and site-specific conservation and sustainability efforts.

We continued to cultivate a diverse and inclusive workforce, leveraging our five employee resource groups, which represent various dimensions of diversity at our company and which serve to support and enhance the inclusiveness of our culture and provide opportunities for professional development, networking, learning and building deeper connections within Alkermes.

We continue to engage regularly with our shareholders throughout the year on topics related to the business. In 2023, as in prior years, our management team and Board engaged with shareholders and collected, and considered, their feedback. We look forward to continued engagement in the future.

Today, our business consists of a strong and scalable commercial infrastructure focused in serious mental illness and addiction, proven development capabilities with an advancing neuroscience pipeline, an efficient operating structure and capital allocation strategy that positions the business for sustained profitability, cash generation and growth, and a dedicated and skilled employee base committed to excellence in their work.

As we look ahead, we remain committed to the pursuit of great science that can make a real impact for patients and their families. We firmly believe that doing so is best for our business, our employees, for patients, for the communities where we live and work, and for the shareholders that have entrusted us with their investment.

We thank you for your support of Alkermes.

Richard F. Pops

CEO and Chairman

 

 

 

ALKERMES PLC Letters to our Shareholders


Table of Contents

Dear Fellow Shareholders,

 

On behalf of the Board and the Company, thank you for your investment in Alkermes. I am privileged to serve as Lead Independent Director, working closely with the Chairman & Chief Executive Officer and my fellow Board members in executing our fiduciary responsibilities to you, our shareholders. 2023 was a remarkably productive year for the Company and a busy year for the Board. I am pleased to highlight a few oversight activities the Board undertook over the past year.

Board Oversight of Strategy

Alkermes’ business performance is critically important to the Board. The Board takes an active and integrated approach to oversight of the Company’s strategic priorities, which are designed to facilitate growth of the Company into the future. During 2023, the Board and its committees met regularly with management to discuss strategic initiatives and their execution, including separation of the Company’s oncology business and sale of the Company’s Ireland-based manufacturing facility, as well as capital allocation priorities and a strategic approach to research and development.

Board and Management Succession Planning

To ensure our ability to support and oversee management’s execution of strategic priorities and a strong management team for the future, we have continued to focus on succession planning for the Board and the senior leadership team. For the Board, we have focused on maintaining a relevant mix of skills and perspectives aligned with the Company’s strategic direction. We have added eight new, independent directors to our Board in the last five years, the last four of whom have been diverse both in terms of their experience and skill sets and also gender or race/ethnicity. Most recently, we welcomed Nancy S. Lurker, an experienced public company director with significant biopharmaceutical executive experience and deep commercial expertise, and we look forward to her insights and contributions. To ensure continuity of strong Company leadership in the future, the Board also continues to actively engage in ongoing assessment, development and succession planning efforts for the senior leadership team.

Our commitment to ensuring that the Board remains well-positioned to govern extends to our own efforts to continuously improve the Board’s operations through our annual Board and Board committee assessments. In 2023, in order to gain additional insights from our annual self-evaluation process on how we might improve overall effectiveness, the Board further enhanced its assessment approach by using an external third-party facilitator and also collected input from Company management.

Strong Commitment to Shareholder Engagement

We would like to thank you, our shareholders, and other stakeholders for again engaging in productive dialogues with the Board and Company management which, last year, took place against the backdrop of a contested director election. This extensive engagement and the feedback you shared provided us with a better appreciation of your perspectives. The Board considers this input essential in its ongoing commitment to excellence in the execution of its strategic oversight and corporate governance responsibilities and is committed to continuing such engagement in the future.

As we look to the future, the Company and the Board remain committed to, and guided by, the opportunity to impact the lives of people who may benefit from Alkermes’ medicines.

Thank you for your investment in Alkermes and the trust that it implies. We remain committed to serving your interests in 2024 and beyond.

Frank A. Wilson

Lead Independent Director

Chair, Audit and Risk Committee

 

ALKERMES PLC Letters to our Shareholders


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Registered in Ireland—No. 498284

 

PROXY STATEMENT

2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS SCHEDULED FOR MAY 31, 2024

 

 

 

Table of Contents

Page

PROXY SUMMARY

2

GENERAL INFORMATION ABOUT THE MEETING AND VOTING

15

PROPOSAL 1—ELECTION OF DIRECTORS

22

BOARD OF DIRECTORS

25

THE ROLE OF THE BOARD AND ITS COMMITTEES

34

OTHER CORPORATE GOVERNANCE AND BOARD MATTERS

40

DIRECTOR COMPENSATION

47

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

51

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

55

PROPOSAL 3—NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

56

PROPOSAL 4—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

57

PROPOSAL 5—APPROVAL OF ALKERMES PLC 2018 STOCK OPTION AND INCENTIVE PLAN, AS AMENDED

58

PROPOSAL 6—RENEW BOARD AUTHORITY TO ALLOT AND ISSUE SHARES UNDER IRISH LAW

69

PROPOSAL 7—RENEW BOARD AUTHORITY TO DISAPPLY THE STATUTORY PRE-EMPTION RIGHTS UNDER IRISH LAW

71

REPORT OF THE AUDIT AND RISK COMMITTEE

73

AUDIT FEES

75

OWNERSHIP OF THE COMPANY’S ORDINARY SHARES

76

EXECUTIVE OFFICERS

79

EXECUTIVE COMPENSATION—COMPENSATION DISCUSSION AND ANALYSIS

82

ADDITIONAL COMPENSATION INFORMATION

108

COMPENSATION COMMITTEE REPORT

111

EXECUTIVE COMPENSATION TABLES

112

PAY VERSUS PERFORMANCE

124

PAY RATIO

127

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

128

EQUITY COMPENSATION PLAN INFORMATION

129

OTHER INFORMATION

130

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

 

ALKERMES PLC 2024 Proxy Statement 1


Table of Contents

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.

 

 

2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Meeting Date and Time:

 May 31, 2024, 2:00 p.m., Irish Standard Time

Place:

 Connaught House, 1 Burlington Road, Dublin 4, Ireland, D04 C5Y6

Record Date:

 March 18, 2024

 

 

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

Purpose of this Proxy Statement

The board of directors of Alkermes plc (the “Board”) is soliciting proxies for use at the 2024 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 April 15, 2024. 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.

Voting Matters and Recommendations of the Board

Proposals for Consideration

 

Board

Recommendation

 

Page

1

 

Election of Directors

 

FOR ALL BOARD NOMINEES

22

2

 

Non-Binding, Advisory Vote on Executive Compensation

FOR

55

3

 

Non-Binding, Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation

1 YEAR

56

4

 

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

57

5

 

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

 

FOR

 

58

6

 

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

 

FOR

 

69

7

 

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

 

FOR

 

71

 

ALKERMES PLC 2024 Proxy Statement 2


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How to Cast Your Vote

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

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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.

 

 

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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.

 

 

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Mail: By completing, signing, dating and returning a printed proxy card (or proxy form set out in section 184 of the Irish Companies Act 2014, as amended (the “Companies Act”)) via the postage-paid envelope provided with your proxy card (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.

 

 

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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.

Votes via the Internet or by telephone must be received prior to 11:59 p.m. Eastern Standard Time on May 30, 2024 (4:59 a.m. Irish Standard Time on May 31, 2024). Votes by mail must be received by the judge 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 bank, broker or other nominee, your bank, broker or other nominee will not be able to vote your shares with respect to certain of the proposals at the Annual Meeting. We urge you to instruct your bank, broker 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.

YOUR VOTE IS VERY IMPORTANT. We encourage you to vote as soon as possible so that your shares are represented at the Annual Meeting.

Frequently Requested Information

 

Page

 

 

Page

Active Shareholder Engagement

10

 

Overboarding Policy

45

Board Diversity Matrix

23

 

Corporate Responsibility and Sustainability

51

Board Skills Matrix

27

 

Peer Group Selection and Review

90

The Board’s Role in Oversight of Risks and Opportunities

34

 

Share Ownership and Holding Guidelines

108

Board Refreshment and Tenure

44

 

Clawback Policy and Recoupment Policy

108

 

ALKERMES PLC 2024 Proxy Statement 3


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Summary of Proposals and Board Recommendations

Proposal 1

Election of Directors

 The Board unanimously recommends that you vote FOR the election of each of the Board Nominees

We are asking you to vote, by separate resolutions, to elect each of the director nominees listed in this proxy statement (each, a “Board Nominee,” and collectively, the “Board Nominees”), each to hold office for a one-year term until our 2025 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.

For additional information, see Proposal 1 beginning on page 22 of this proxy statement and the section entitled “Board of Directors” beginning on page 25 of this proxy statement. The below table provides summary information about the Board Nominees.

 

Name

Director

Since

Board

Position

Audit and

Risk

Compensation

Nominating

and Corporate

Governance

Financial

Operating

Independent

Emily Peterson Alva

2021

Member

 

 

Member

Member

Shane M. Cooke

2018

Member

Member

 

 

 

David A. Daglio, Jr.

2020

Member

Member

 

 

Member

Richard B. Gaynor, M.D.

2019

Member

 

Chair

 

 

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

2021

Member

 

 

Member

 

Nancy S. Lurker

2024

Member

 

 

 

 

Brian P. McKeon

2020

Member

 

Member

 

Chair

Richard F. Pops

2011

Chair

 

 

 

Member

Nancy L. Snyderman, M.D.

2016

Member

Member

 

Chair

 

Frank Anders Wilson

2019

Lead Ind.

Chair

 

 

Member

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

2022

Member

 

Member

Member

 

 

 

Proposal 2

Non-Binding, Advisory Vote on Executive Compensation

 The Board unanimously 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 2023.

For additional information, see Proposal 2 beginning on page 55 of this proxy statement.

 

Proposal 3

Non-Binding, Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation

 The Board unanimously recommends that you vote for the ‘1 YEAR’ option for Proposal 3

We are asking you to approve, on a non-binding, advisory basis, the ‘1 YEAR’ option for the frequency of future advisory votes on the compensation of the Company’s named executive officers.

For additional information, see Proposal 3 beginning on page 56 of this proxy statement.

 

Proposal 4

Non-Binding Ratification of PwC as Independent Auditor and Accounting Firm; Binding Authorization of Audit and Risk Committee to Set PwC’s Remuneration

 The Board unanimously recommends that you vote FOR Proposal 4

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 4 beginning on page 57 of this proxy statement.

 

ALKERMES PLC 2024 Proxy Statement 4


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Proposal 5

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

 The Board unanimously recommends that you vote FOR Proposal 5

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, among other things, increase the number of ordinary shares that are authorized for issuance thereunder by 6,300,000 (subject to adjustment for stock splits, stock dividends and similar events), increase the number of ordinary shares that may be awarded in the form of incentive stock options by the same amount, and effect the other material changes described in Proposal 5.

For additional information, see Proposal 5 beginning on page 58 of this proxy statement.

 

Proposal 6

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

 The Board unanimously recommends that you vote FOR Proposal 6

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 2023 annual general meeting of shareholders (our “2023 Annual Meeting”) and, if not renewed, will lapse on December 29, 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 April 10, 2024, for a period of 18 months in accordance with the terms set forth in Proposal 6. Granting to a company’s board of directors authority to allot and issue shares is a routine matter for Irish plcs such as Alkermes.

For additional information, see Proposal 6 beginning on page 69 of this proxy statement.

 

Proposal 7

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

 The Board unanimously recommends that you vote FOR Proposal 7

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 2023 Annual Meeting and, if not renewed, will lapse on December 29, 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 April 10, 2024, for a period of 18 months in accordance with the terms set forth in Proposal 7. Granting authority to disapply these statutory pre-emption rights to a company’s board of directors is a routine matter for Irish plcs such as Alkermes.

For additional information, see Proposal 7 beginning on page 71 of this proxy statement.

 

ALKERMES PLC 2024 Proxy Statement 5


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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. We apply our deep neuroscience expertise to develop medicines designed to help people living with complex and difficult-to-treat psychiatric and neurological disorders.

We have a portfolio of proprietary commercial products that we manufacture and commercialize for the treatment of alcohol dependence, opioid dependence, schizophrenia and bipolar I disorder, and a pipeline of clinical and preclinical candidates in development for neurological disorders. We also manufacture commercial products that incorporate our proprietary technologies under license and receive manufacturing revenues and/or royalties from these and other products that incorporate our proprietary technologies. Headquartered in Dublin, Ireland, we have a research and development (“R&D”) center in Waltham, Massachusetts; a research and manufacturing facility in Athlone, Ireland*; and a manufacturing facility in Wilmington, Ohio.

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* In December 2023, we announced an agreement to sell our Athlone, Ireland facility to Novo Nordisk, with the transaction expected to close in mid-2024, subject to certain closing conditions.

 

2023 Business Priorities and Highlights

Three strategic priorities guided our management of the business in 2023: commercial execution; advancement of our development pipeline; and the separation of our oncology business. Underpinning these priorities and the operation of our business is our foundation of strong corporate governance, our focus on operational efficiency and profitability, our dedication to patients and to our employees, and our commitment to operating in an ethical and responsible manner.

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Consistent with these priorities, 2023 was a year of important accomplishments and new developments for the Company. Highlights included:

Successfully grew our revenue

Generated total revenues of $1.66 billion, driven by 18% year-over-year growth in proprietary product net sales ($920 million).

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Increased net sales of LYBALVI by 100%, generating annual net sales of $192 million.

Eclipsed $400 million in VIVITROL annual net sales, representing a 6% year-over-year increase.

Achieved ARISTADA annual net sales of $328 million, representing an 8% year-over-year increase.

Prevailed in arbitration with Janssen Pharmaceutica N.V. (“Janssen”), resulting in resumption of significant royalties; royalties from Janssen’s long-acting INVEGA products contributed approximately $486 million in revenue in 2023, including $195 million in back royalties and related interest on 2022 sales.

Significantly progressed our pipeline programs

Accelerated and advanced our phase 1 program for ALKS 2680, our orexin 2 receptor agonist; generated safety and tolerability data in healthy volunteers and presented initial data from the first cohort of patients with narcolepsy type 1.

Advanced enrollment in two potentially registrational studies for nemvaleukin alfa, an immunotherapy candidate for the treatment of mucosal melanoma and for the treatment of platinum-resistant ovarian cancer in combination with pembrolizumab, prior to the separation of our oncology business (including nemvaleukin alfa) into a new, independent, publicly-traded company.

Generated topline results from a phase 3, open-label extension study that assessed the long-term safety, tolerability and durability of treatment effect of LYBALVI in patients who received up to four years of treatment.

Continued focus on profitability

Achieved net income in accordance with accounting principles generally accepted in the United States (“GAAP”) of $356 million, significantly exceeding our most recent GAAP net income financial expectations.

Settled the patent litigation related to VIVITROL on favorable terms, delaying generic entry by Teva Pharmaceuticals USA, Inc. (“Teva”) until January 2027.

Completed the separation of our oncology business into a new, independent, publicly-traded company, which is expected to reduce our annual R&D expense by approximately $150 million and to enable us to focus our efforts and capital on our portfolio of commercial products and neuroscience pipeline opportunities.

Announced entry into a definitive agreement to sell our development and manufacturing facility in Athlone, Ireland, consistent with our focus on aligning our infrastructure and cost structure with the needs of our business going forward.

Strengthened our commitment to our people and our stakeholders

Published our 6th Corporate Responsibility Report, highlighting our diversity, inclusion and belonging (“DIB”)-related initiatives, employee wellness and career development programs, key environmental performance data and site-specific conservation and sustainability efforts.

Awarded grants totaling over $500,000 as part of our Alkermes Inspiration Grants® Program to 11 nonprofit organizations working to address the needs of people living with addiction, serious mental illness or cancer, with a focus on unmet needs in historically under-resourced or underrepresented communities with longstanding and widespread health disparities.

Maintained a DIB-related performance goal for senior leaders that was incorporated into their respective 2023 performance objectives.

Engaged with third-party sustainability consultants to support our efforts to enhance, measure and report our environmental performance.

 

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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

Independent Board (other than our CEO)

Designees of two shareholders on our Board:

Engaged Lead Independent Director

 

• Sarissa (as defined below) designee appointed in 2021

Standing Board committees comprised solely of independent directors

 

• Elliott (as defined below) designee appointed in 2021

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

Robust director overboarding policy

 

Regular scheduled executive sessions of independent, non-employee directors

Active shareholder engagement program with independent director participation

Annual Board, committee and individual director self-assessments

Prohibition of hedging and pledging by executive officers and directors

Active Board refreshment

Alignment of executive pay with performance

Incorporation of diverse candidates in all director searches

Single class of voting shares

Majority voting standard for uncontested director elections

Annual director elections for one-year terms

Plurality voting standard for contested director elections

Compensation Practices

New director orientation and continuing director education

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

Board access to senior management and independent advisors

Annual advisory vote on executive compensation program

Board participation in executive succession planning and talent management

Annual use of equity awards with performance-based vesting

Annual review of Corporate Governance Guidelines and other corporate policies

Incorporation of ESG and DIB considerations into short-term incentive-plan

Code of Business Conduct and Ethics

No excessive perquisites

Annual publication of environmental, social and health performance data

Double trigger change in control vesting provisions for grants to executive officers

Share ownership and holding guidelines for executive officers and directors

No repricing of stock options

Board and committee oversight of enterprise risk management, including ESG (as defined below) matters

Clawback policy and recoupment policy in respect of certain equity and cash compensation

Executive-sponsored employee resource groups in support of DIB initiatives

Independent compensation consultant

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” beginning on page 11 of this proxy statement.

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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 assess alignment with our strategic priorities. The Board Nominees 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 27 of this proxy statement.

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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 and attributes of the Board Nominees as of April 1, 2024.

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For additional information about our Board composition, including specific qualifications and experience of, and other information about, the Board Nominees, see the section entitled “Director Diversity, Qualifications and Experience” beginning on page 26 of this proxy statement.

Board and Committee Refreshment Highlights

Since 2019, appointed a total of eight new, independent directors, including four diverse directors in terms of gender or race/ethnicity, further strengthening the Board’s diversity and expertise in areas of importance to our business strategy.
Since 2019, a total of six longer-serving directors have retired from the Board.
Since June 2021, all members of the Nominating and Corporate Governance Committee have been diverse in terms of gender or race/ethnicity.
In December 2023, appointed Andy Wilson as the Board’s new Lead Independent Director.
In December 2023, refreshed the membership and leadership of the Compensation Committee, adding a new independent member and appointing a new independent chair.

For additional information, see “Board Refreshment and Tenure” on page 44 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 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, measurable metrics against which to assess performance, 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 recently completed separation of our 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, among others:

Enhanced Corporate Governance

Significantly refreshed the Board
Declassified the Board
Increased Board diversity
Enhanced ESG disclosures
Refined corporate governance policies and practices

See page 11 of this proxy statement.

 

 

 

Enhanced Compensation Program

Further aligned pay and performance
Enhanced measurability and disclosure of executive pay
Refined peer group
Linked incentive compensation opportunities to profitability

 

See page 84 of this proxy statement.

 

Continued Focus on Profitability

Actively managed the business to optimize costs and operational efficiencies in support of profitability
Formed a Board committee to oversee achievement of profitability targets and cost optimization

2023 Annual Meeting Results and Continued Engagement

At our 2023 Annual Meeting, each of our director nominees was re-elected by a plurality vote (due to the contested nature of the election) and each of our other proposals was approved by shareholders, with support ranging from approximately 76% to 99% of the votes cast. Following the 2023 Annual Meeting, we continued our engagement efforts, requesting meetings with shareholders who collectively held approximately 70% of our outstanding shares and holding meetings with shareholders who collectively held approximately 50% of our outstanding shares. Our Lead Independent Director participated in certain of these meetings, including when requested by shareholders, alongside representatives of management.

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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.

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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 policies and practices:

 

Declassified the Board

In June 2021, we asked our shareholders to approve amendments to our articles of association (the “Articles of Association”) to declassify the Board over a three-year period. Since our 2022 annual general meeting of shareholders, each director up for election is eligible for a one-year term. The Board will be fully declassified as of the Annual Meeting.

Limited outside directorships

In May 2022, the Board revised its policy regarding outside directorships to further limit the number of public company boards on which our directors may serve (our “overboarding” policy). See page 45 of this proxy statement for details. Each of our directors is, and was at all times during 2023, in compliance with this overboarding policy.

Refreshed Board and committee membership and leadership

Since September 2019, the Board has engaged in significant refreshment activities, resulting in the appointment of eight new, independent directors, including two in 2021, one in 2022, and one in 2024, each further strengthening the Board’s expertise in targeted areas of importance to our business strategy and adding to its diversity.

In addition, six of our longer-serving directors have retired from the Board since 2019. See the section entitled “Board Refreshment and Tenure” beginning on page 44 of this proxy statement.

During 2023, our Board also appointed a new Lead Independent Director and refreshed the membership and leadership of the Compensation Committee, adding a new independent member and appointing a new independent chair.

Enhanced Board diversity

Since 2011, women have comprised no less than 20% of our Board, and currently comprise 27% of our Board. Overall, 45% of our current Board members are diverse in terms of gender or race/ethnicity.

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.

Consistent with this policy, diversity of membership, including in respect of gender and race/ethnicity, is considered when the Nominating and Corporate Governance Committee evaluates director candidates for our Board, and each of the four new directors appointed to our Board since 2021 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. See page 27 of this proxy statement.

Board self-assessment facilitated by independent third party

In 2023, our Board engaged an independent third party to facilitate the annual self-assessment of the Board, its committees and its individual directors, and changed the methodology utilized for collection of director feedback to also include individual interviews. See the section entitled “2023 Further Enhancements to Board Self-Assessment Process” beginning on page 43 of this proxy statement.

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Implemented plurality voting 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.

Refined share ownership and holding 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 director or officer, the value of (i) vested but unexercised options and (ii) unvested performance-based restricted stock unit awards.

Expanded scope of Clawback Policy

 

Adopted new Incentive Compensation Recoupment Policy

In May 2021, we expanded the Clawback Policy of Alkermes plc (our “Clawback Policy”) to apply to certain cash-based incentive compensation in addition to equity-based incentive compensation.

Effective October 2023, we adopted a new Alkermes plc Incentive Compensation Recoupment Policy (our “Recoupment Policy”), which complies with the recently adopted Rule 10D-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Nasdaq Listing Rule 5608.

For additional detail, see the section entitled “Clawback Policy and Recoupment Policy” beginning on page 108 of this proxy statement.

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 - 2023, 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 51 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.

 

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Executive Compensation Highlights

Our executive compensation program is overseen by the Compensation Committee of our Board (the “Compensation Committee”), in consultation with its independent compensation consultant. The 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. The guiding principles and objectives of our executive compensation program include:

Pay-for-Performance

Align with Interests of our Shareholders

Balance Short- and Long-Term Incentives

Attract and Retain Key Talent

We believe in a pay-for-performance approach that supports our business objectives and, as such, a significant portion of each named executive officer’s compensation is performance-based and at-risk

We provide an overall compensation package that rewards individual and Company performance against our corporate objectives to promote the creation and retention of value for the Company and its shareholders

We structure our executive compensation program to align with, and balance, the short- and long-term focus required for success in the biopharmaceutical industry

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

2023 Compensation Program Highlights

 

Our executive compensation program highlights include the following:

 

Significant Portion of “At-Risk” Compensation: A significant portion of the target total direct compensation opportunity for our Chief Executive Officer (“CEO”) and other named executive officers is comprised of “at-risk” compensation in the form of annual cash performance pay opportunities and long-term equity incentive awards. See the sections entitled “Pay Mix – Significant Portion of Executive Compensation is “At-Risk”” on page 87 of this proxy statement, “Executive Compensation Philosophy and Objectives on page 89 of this proxy statement and “Long-Term Equity Incentive CompensationAnnual Grant” on page 101 of this proxy statement.
Performance-Vesting Equity Included in Annual Grants to All Named Executive Officers: In 2023, 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 achievement over a three-year performance period of financial and pipeline objectives aligned with our long-term business strategy and on relative total shareholder return over the same period. See the section entitled “Long-Term Equity Incentive CompensationAnnual Grant” on page 101 of this proxy statement.
ESG and DIB Objectives Incorporated Into Short-Term Incentive Plans (“STIPs”): The Board and the Compensation Committee understand the importance of ESG and DIB considerations to the Company and its stakeholders and, in 2023, continued to incorporate corporate objectives related to ESG and DIB matters into the Company’s short-term incentive plan for our named executive officers. See the section entitled “2023 Corporate Objectives” on page 94 of this proxy statement.
Double Trigger Change in Control Vesting: Starting in 2023, the Compensation Committee eliminated single trigger change in control vesting provisions in all equity awards granted to our named executive officers, replacing them with double trigger change in control vesting provisions.
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 section entitled “Strong Compensation Governance Attributes” on page 86 of this proxy statement.

2023 Advisory Vote on 2022 Executive Compensation. At the 2023 Annual Meeting, shareholders supported our executive compensation program, with approximately 79% of the votes cast in favor of our say-on-pay proposal. Excluding the shares voted “against” this proposal by the shareholder that initiated a contested director election at our 2023 Annual Meeting and has since liquidated its shareholdings in the Company, the support level would have been approximately 87% of the votes cast on this proposal. As noted above under “Extensive Shareholder Engagement,” we value, and frequently solicit, shareholder feedback on our executive compensation programs, and shareholders have generally acknowledged the Board and Compensation Committee’s responsiveness and significant enhancements to our executive compensation programs in recent years.

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Corporate Responsibility, Sustainability and ESG Matters

Corporate responsibility is inherent in our mission and our values as an organization. We actively work to support people living with complex neurological and psychiatric disorders, including opioid dependence, alcohol dependence, schizophrenia and bipolar I disorder, and 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.

Our ESG Pillars

The following pillars are deeply integrated into our business, and we incorporated goals related to these pillars into the Company’s 2023 corporate objectives and corresponding 2023 short-term incentive plan:

Environmental

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.

Social

We strive to foster a diverse, inclusive and collaborative workplace culture in which employees are engaged and have access to resources and support to help them thrive both personally and professionally.

Our patient-centered approach drives our external-facing efforts such as patient engagement and advocacy activities, and corporate grant programs, which seek to support patient communities in our therapeutic areas of focus.

Governance

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 ESG Oversight Structure

Our Board and its committees are responsible for overseeing ESG initiatives and risks and opportunities tied to our overall business strategy.

Nominating and Corporate Governance Committee

Responsible for overseeing our corporate governance practices and policies, including those related to:

Corporate responsibility and sustainability, and environmental, health and safety matters

Management and leadership development and executive succession planning

Employee matters, including DIB

Director overboarding and conflicts of interest

Board evaluation, composition and refreshment

Political contributions and lobbying activities

Audit and Risk Committee

Responsible for overseeing our broader enterprise risk management process, which integrates risks related to various ESG matters, including those presented below, and our mitigation activities related to such risks, and for overseeing the integration of ESG-related disclosures into the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), as appropriate.

Environmental, health, safety and security programs

Cybersecurity, information technology and data privacy

Environmental stewardship and sustainability matters, including climate change

 

 

Compensation Committee

Responsible for recommending to our Board the incorporation, as appropriate, of ESG considerations into our annual corporate objectives and executive and Company-wide incentive compensation plans, including in respect of environmental sustainability, social responsibility, employee engagement and DIB, and for ensuring that the Company’s compensation and benefits programs and practices are supportive of our human capital management initiatives, including those related to:

Talent and leadership development, recognition and retention

DIB objectives

 

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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 April 15, 2024 on the Internet or 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 May 31, 2024. 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 on Form 10-K for the year ended December 31, 2023 (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. Shareholders may also request a printed copy of these documents 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 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 March 18, 2024 (the “Record Date”), you are entitled to notice of, and to vote at, the Annual Meeting. On the Record Date, there were 169,184,183 ordinary shares issued and outstanding and entitled to be voted.

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.

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

The Annual Meeting is scheduled to be held on May 31, 2024 at 2:00 p.m., Irish Standard Time, at the Company’s offices at Connaught House, 1 Burlington Road, Dublin 4, Ireland, D04 C5Y6. Admission to the Annual Meeting is restricted to shareholders as of the Record Date and/or their proxy holders.

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How do proxies work and how will shares be voted?

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 you designate must attend the Annual Meeting in person for your shares to be voted. Any proxy card 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 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 each of the Board Nominees;
Non-Binding, Advisory Vote on Executive Compensation: FOR” the approval, in a non-binding, advisory vote, of the compensation of our named executive officers;
Non-Binding, Advisory Vote on Frequency of Advisory Vote on Executive Compensation: For the approval, in a non-binding, advisory vote, of the “1 YEAR” option for the frequency of future advisory votes on 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;
Board Authority to Allot and Issue Shares under Irish Law: FOR” the 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” the 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 20 of this proxy statement. If your shares are held through a bank, broker or other nominee, please follow the instructions 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 proxy cards received by the Company will be voted at the discretion of the named proxy holders as set forth on the proxy card.

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 11:59 p.m. Eastern Standard Time on May 30, 2024 (4:59 a.m. Irish Standard Time on May 31, 2024), or, if you elect to vote by mail, your validly executed proxy card must be received by the judge of elections at the Annual Meeting prior to the closing of the polls at the Annual Meeting.

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 and whether any deadlines apply for submission of such voting instructions.

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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 “AGAINST,” or you may “ABSTAIN” from voting, on each proposal to be voted on at the Annual Meeting, with the exception of Proposal 3, for which you may choose the “1 YEAR,” “2 YEAR,” or “3 YEAR” options or you may “ABSTAIN” from voting.

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

 

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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.

 

 

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 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.

 

 

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 Mail: By completing, signing, dating and returning a printed proxy card (or proxy form set out in section 184 of the Companies Act) via the postage-paid envelope provided with your proxy card (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.

 

 

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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 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 Companies Act, of Christopher McLaughlin, Carol McNelis, Richie Paul and Thomas Riordan 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 mark, 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.

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
date, 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 on certain proposals. 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 Proposals 1, 2, 3 and 5 are considered “non-routine” matters under the NYSE Rules, meaning that your broker therefore may not vote your shares on such proposals in the absence of your voting instructions, resulting in “broker non-votes” for such proposals. We believe Proposals 4, 6 and 7 are considered to be

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“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. If you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other securities intermediary by the deadline provided in the materials provided by your broker, bank or other securities intermediary.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

We have elected to provide access to our proxy materials on the Internet, as permitted by the rules of the SEC. Accordingly, unless a shareholder has instructed us otherwise, we are mailing only the Notice to our shareholders, which Notice contains instructions on how to access the rest of our proxy materials on the Internet or to request printed versions by mail. In addition, you may request to receive, on an ongoing basis, future proxy materials in printed form, either by mail or electronically by email.

What does it mean if I receive more than one notice regarding the Internet availability of proxy materials or more than one set of printed proxy materials?

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

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, if some of your shares are registered directly in your name with the Company’s transfer agent, or if some of your shares are held in street name through a bank, broker or other nominee. Please vote the shares on each 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, filing and mailing to shareholders of this proxy statement and/or 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 ordinary shares 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.

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 or represented by proxy at the Annual Meeting. On the Record Date, there were 169,184,183 ordinary shares issued and outstanding and entitled to vote. Thus, the holders of 84,592,092 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. Abstentions 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 / Broker-Non-Votes

PROPOSAL 1

Election of Directors

 

Each Board Nominee must, by separate resolution, receive the 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 election of the Board 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

Non-Binding, Advisory Vote on Frequency of Future Advisory Votes 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 4

Non-Binding Ratification of PwC as Independent Auditor and Accounting Firm; Binding Authorization of Audit and Risk Committee to Set PwC’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 5

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 6

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 7

Renewal of Board Authority to Disapply the 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 7 is conditioned upon prior approval of Proposal 6, 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.

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.

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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: Company Secretary), by mail or by facsimile to +353 1 772‑8001, which notice must be received by the judge of elections 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 judge of elections 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 or proxy must be received prior to 11:59 p.m. Eastern Standard Time on May 30, 2024 (4:59 a.m. Irish Standard Time on May 31, 2024); 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.

Who will count the votes and how are votes counted?

Votes will be counted by the judge of elections appointed by the Board for the Annual Meeting, who, for each resolution in Proposals 1, 2, 4, 5, 6 and 7 will separately count votes “FOR,” “AGAINST,” abstentions and, if applicable, broker non-votes, and for the resolution set forth in Proposal 3, will separately count votes for the “1 YEAR,” “2 YEAR,” and “3 YEAR” options and abstentions and 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 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 intend to announce preliminary voting results 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 with 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 any such Form 8‑K 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.

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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, 2023, 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 Company 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 any questions or require any assistance with voting your shares, please contact the firm assisting us with the solicitation of proxies, Innisfree M&A Incorporated, at 501 Madison Avenue, 20th Floor, New York, NY 10022 or (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. Shareholders may also request a printed set of these materials free of charge, by writing to our Company Secretary at Alkermes plc, Connaught House, 1 Burlington Road, Dublin 4, Ireland, D04 C5Y6, Attention: Company Secretary.

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 revokes 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®. INVEGA® is a registered trademark of Johnson & Johnson or its affiliated companies and 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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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 to the Board, in each case for a one-year term expiring at the close of the Company’s 2025 annual general meeting of shareholders or until their respective successor is appointed or their earlier resignation or removal:

 

Name

 

Age+

 

 Director

Since

 

Committee Memberships / Leadership

Independent

Outside Public
Boards*

 Emily Peterson Alva

 

49

 

2021

 

Financial Operating; Nominating and Corporate Governance

1

 Shane M. Cooke

 

61

 

2018

 

Audit and Risk

2

 David A. Daglio, Jr.

 

57

 

2020

 

Audit and Risk; Financial Operating

0

 Richard B. Gaynor, M.D

 

74

 

2019

 

Compensation (C)

1

 Cato T. Laurencin, M.D., Ph.D.

 

65

 

2021

 

Nominating and Corporate Governance

1

 Nancy S. Lurker**

 

66

 

2024

 

None

1

 Brian P. McKeon

 

62

2020

Compensation; Financial Operating (C)

0

 Richard F. Pops

 

62

 

2011

 

Chairman; Financial Operating

1

 Nancy L. Snyderman, M.D.

 

72

 

2016

 

Audit and Risk; Nominating and Corporate Governance (C)

2

 Andy Wilson

 

65

 

2019

 

Lead Independent Director; Audit and Risk (C); Financial Operating

2

 Christopher I. Wright, M.D., Ph.D.

 

58

2022

Compensation; Nominating and Corporate Governance

0

(C) = Chair of the committee; + Ages presented are as of April 1, 2024.

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

** Ms. Lurker was initially identified as a director candidate by an independent director search firm and was appointed to the Board in March 2024. As such, she is standing for election by our shareholders for the first time at the Annual Meeting.

Board Declassification. Our Board was historically divided into three classes of directors, each elected to serve a staggered three-year term. In June 2021, our shareholders approved amendments to our Articles of Association that served to declassify our Board over a three-year period. Per our Articles of Association (as so amended), starting with our 2022 annual general meeting of shareholders, each class of directors that is up for election is eligible for a one-year term. Accordingly, each Board Nominee elected pursuant to this Proposal 1 will be elected to serve a one-year term expiring at our 2025 annual general meeting of shareholders. As of the Annual Meeting, our Board will be fully declassified.

Recommendation. The Board recommends that you vote FOR the election of each of the 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. 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 pursuant to this Proposal 1, 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.

Majority Voting Standard. Each Board Nominee that receives a majority of the votes cast on their respective resolution in person or by proxy (meaning the number of shares voted “FOR” such Board Nominee exceeded the number of shares voted “AGAINST” such Board Nominee) will be elected to serve on the Board.

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Abstentions and broker non-votes will have no effect on the election of the Board Nominees because they are not considered to be votes cast.

If, at the Annual Meeting, the number of directors is reduced below the minimum prescribed by our Articles of Association due to the failure of any one or more Board Nominee(s) to receive a majority of the votes cast, then the director nominee or nominees who receive the highest number of votes in favor of election will be elected in order to maintain such prescribed minimum number of directors.

Board Composition and Diversity

Our Board Nominees are, collectively, diverse in terms of age, self-identified gender and race/ethnicity, and represent a mix of newer and longer-tenured directors, providing an appropriate balance of experience, institutional knowledge, fresh perspectives and skillsets.

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.

Consistent with this policy, diversity of membership, including in respect of gender and race/ethnicity, is considered when the Nominating and Corporate Governance Committee evaluates director candidates for our Board, and each of the four new directors appointed to our Board since 2021 is diverse in terms of gender or race/ethnicity, and also contributes significantly to the diversity of experience and skills of our Board.

The following graphics reflect the composition and attributes of the Board, as currently constituted.

https://cdn.kscope.io/aac699b9a12df900b8bd4adbfa3c56c3-img77518306_22.jpg 

 

https://cdn.kscope.io/aac699b9a12df900b8bd4adbfa3c56c3-img77518306_23.jpg 

 

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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 April 5, 2024

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

 

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The text of the resolutions in respect of this Proposal 1 is as follows:

RESOLVED, by separate resolutions, to elect each of the following director nominees for a term expiring at the close of the Company’s 2025 annual general meeting of shareholders and until their respective successor is appointed or their earlier resignation or removal:

(a)
Emily Peterson Alva
(b)
Shane M. Cooke
(c)
David A. Daglio, Jr.
(d)
Richard B Gaynor, M.D.
(e)
Cato T. Laurencin, M.D., Ph.D.
(f)
Nancy S. Lurker
(g)
Brian P. McKeon
(h)
Richard F. Pops
(i)
Nancy L. Snyderman, M.D.
(j)
Frank Anders Wilson
(k)
Christopher I. Wright, M.D., Ph.D.”

 

The Board unanimously recommends that you vote FOR election of each of the Board Nominees

 

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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 December 2023, the Board decreased the size of the Board from 11 directors to 10 directors, effective upon the retirement from the Board of former director Nancy J. Wysenski, and in March 2024, the Board increased the size of the Board to 11 to accommodate the appointment of Nancy S. Lurker.

Board Declassification. In accordance with our Articles of Association, our Board was historically divided into three classes of directors and each class of directors was elected to serve a staggered three-year term. In June 2021, our shareholders approved amendments to our Articles of Association that served to declassify our Board over a three-year period. Accordingly, beginning with our 2022 annual general meeting of shareholders, each class of directors that is up for election is eligible for a one-year term. As of the Annual Meeting, our Board will be fully declassified.

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 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 all items of interest are addressed and that 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 December 2023, the Board appointed Andy Wilson to serve as Lead Independent Director. In this capacity, Mr. Wilson has played an active and engaged leadership role in activities and meetings of the Board, including executive sessions of the independent directors, and participated alongside Company management in shareholder engagement activities. From July 2022 to December 2023, former director Nancy J. Wysenski served as Lead Independent Director.

Assessment of Board Leadership Structure. The Board periodically reviews its composition and

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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 of the Board. 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 currently 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 34 of this proxy statement.

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 for service as a director 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 2023, and each member of each standing committee of our Board—Audit and Risk, Compensation and Nominating and Corporate Governance—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 or executive officers.

 

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. Consistent with this policy, diversity of membership, including in respect of gender and race/ethnicity, is considered when the Nominating and Corporate Governance Committee evaluates director candidates for our Board. For additional discussion of our director criteria and nomination processes, see the section entitled “Policies Governing Director Nominations, Evaluations and Tenure” on page 41 of this proxy statement.

 

ALKERMES PLC 2024 Proxy Statement 26


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Board Skills Matrix

The following table highlights the specific skills, qualifications, and other attributes of our Board Nominees. 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.

 

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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

 

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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. Ms. Alva currently serves on the boards of directors of Amneal Pharmaceuticals, a public pharmaceutical company, and the Mission Society of New York City, a landmark nonprofit. Ms. Alva previously served on the board of directors of Robotic Research, LLC, a private autonomous technology company, from October 2021 to October 2023. 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.

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

*Ms. Alva was appointed to the Board in May 2021 in connection with an agreement entered into between the Company and Elliott Investment Management L.P. and its affiliates (“Elliott”) in December 2020.

 

Shane M. Cooke

 

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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, a then 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.

INDEPENDENT

Director since: March 2018

Committee Memberships: Audit and Risk

Current Public Company Boards:

Prothena Corporation plc (Nasdaq: PRTA) since 2012

Endo International plc (Nasdaq: ENDP) since 2014

 

 

 

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David A. Daglio, Jr.

 

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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.

INDEPENDENT

Director since: December 2020

Committee Memberships: Audit and Risk; Financial Operating

Current Public Company Boards:

None

Appointed with support of shareholder Elliott

 

 

 

 

 

 

 

 

 

 

 

 

Richard B. Gaynor, M.D.

 

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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 previously served on the board of directors of Infinity Pharmaceuticals, Inc., a formerly publicly-traded biotechnology company, from March 2020 to March 2024. He currently serves on the board of directors of the Damon Runyon Cancer Research Foundation and on the scientific advisory committee of Stand Up to Cancer, each a not-for-profit organization. Dr. Gaynor is a licensed physician with board certifications in oncology and hematology.

Qualifications and Skills: Dr. Gaynor brings to our Board a deep scientific and medical background, having practiced in academic medicine, conducted extensive scientific research and held leadership roles at various biopharmaceutical companies. The Board benefits from his technical expertise and business experience in research and development, drug development, clinical development and business development across multiple therapeutic areas and his insights from years as an academic and practicing physician.

INDEPENDENT

Director since: September 2019

Committee Memberships: Compensation (Chair)

Current Public Company Boards:

Zai Lab Limited (Nasdaq: ZLAB) since November 2021

 

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

 

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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. Dr. Laurencin is NACD Directorship Certified®.

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.

INDEPENDENT

Director since: November 2021*

Committee Memberships: Nominating and Corporate Governance

Current Public Company Boards:

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

* Dr. Laurencin was appointed to the Board in November 2021 in connection with an agreement between the Company and Sarissa Capital Offshore Master Fund LP (together with its affiliates and associates, “Sarissa”) in April 2021.

 

Nancy S. Lurker

 

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Experience: Ms. Lurker most recently served as Chief Executive Officer of EyePoint Pharmaceuticals, Inc. (“EyePoint”), a publicly traded specialty biopharmaceutical company, from September 2016 to July 2023, at which time she transitioned to her current role as Executive Vice Chair of EyePoint’s board of directors. She also served as President of EyePoint from September 2016 to January 2023. Prior to that, she served as President and Chief Executive Officer of PDI, Inc., a publicly traded healthcare commercialization company (now named Interpace Diagnostics Group, Inc.), from 2008 to 2015 and as Senior Vice President and Chief Marketing Officer of Novartis Pharmaceuticals Corporation from 2006 to 2007. Prior to that, Ms. Lurker held various executive and other senior roles at leading pharmaceutical companies, including ImpactRx, Inc., a privately held healthcare information company, Pharmacia Corporation (now a part of Pfizer, Inc.), and Bristol-Myers Squibb Company. In addition to EyePoint, Ms. Lurker currently serves on the boards of directors of Altasciences, LLC, a private contract research organization, and National Sanitation Foundation, a not-for-profit organization dedicated to improving human health through quality standards. Ms. Lurker previously served on the boards of directors of Aquestive Therapeutics, Inc., a publicly traded specialty pharmaceutical company, from 2018 to April 2022, the Cancer Treatment Centers of America from 2016 to 2020 and, at various times from 2004 to 2018, current and formerly publicly-traded companies X4 Pharmaceuticals, Inc., Auxilium Pharmaceuticals, Inc., Mallinckrodt plc, PDI, Inc., Elan Corporation, plc and ConjuChem Biotechnologies. Ms. Lurker received a B.S. in Biology from Seattle Pacific University and an M.B.A. from the University of Evansville.

Qualifications and Skills: Ms. Lurker brings to our Board broad-ranging experience in the biopharmaceutical industry, including executive leadership, governance and strategic planning, and expertise in product development and commercialization, with a track record of successful U.S. and global product launches. The Board benefits from her extensive public company management and board leadership experience, industry knowledge and valuable insights with respect to strategy, operations and the development, launch and commercialization of pharmaceutical products.

INDEPENDENT

Director since: March 2024

Committee Memberships: None

Current Public Company Boards:

EyePoint Pharmaceuticals, Inc. (Nasdaq: EYPT) since September 2016

 

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Brian P. McKeon

 

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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.

INDEPENDENT

Director since: December 2020

Committee Memberships: Compensation; Financial Operating (Chair)

Current Public Company Boards: None

Appointed with support of shareholder Elliott

 

 

 

Richard F. Pops

 

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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.

 

Director since: September 2011

 

Leadership: Chairman

Committee Memberships: Financial Operating

Current Public Company Boards:

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

 

 

 

 

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Nancy L. Snyderman, M.D.

 

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Experience: Dr. Snyderman is an oncologic surgeon and clinical researcher. She was a consulting professor at Stanford University Center for Innovation in Global Health from July 2019 to July 2022, 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 UC San Francisco and the 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 previously served on the board of directors of Future Health ESG Corp., a publicly-traded special purpose acquisition company, from September 2021 to March 2024. Dr. Snyderman is a Kellogg Fellow, a Fellow in the American College of Surgeons and co-founder of the Stanford University-NBC News Global Media Fellowship. 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 surgeon and clinical researcher, a veteran healthcare journalist, 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.

 

 

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

 

 

Frank Anders “Andy” Wilson

 

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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 provides significant expertise to our Board in matters relating to finance, value creation and commercial growth.

INDEPENDENT

Director since: September 2019

Leadership: Lead Independent Director

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

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

 

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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 previously served 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, pharmaceutical development, and securing approval of new therapies, and his background as a practicing neurologist.

INDEPENDENT

Director since: May 2022

Committee Memberships: Compensation; Nominating and Corporate Governance

Current Public Company Boards: None

 

Retired Director

Nancy J. Wysenski

 

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“On behalf of Alkermes and the Board, I would like to express our most sincere appreciation to Nancy Wysenski for her years of dedicated service and invaluable contributions to the Board. The Company has benefitted greatly from her expertise and commitment to the Company’s growth and success over the last decade.”

-- Richard Pops, Chairman and CEO

 

Director from May 2013 – December 2023

Former Lead Independent Director

Former Chair of Compensation Committee

 

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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 CEO and Chairman of the Board and with other members of management to discuss and review the Company’s mid- to long-term operating plans and overall corporate strategy, including discussion of opportunities and risks, and ways to mitigate such risks, related to such plans and strategy. 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 global and 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 and opportunities 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:
o
The Nominating and Corporate Governance Committee is responsible for oversight of 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 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, nominations and proposals and related risks and opportunities.
o
The Audit and Risk Committee is responsible for oversight of the Company’s 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.

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o
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 Compensation Committee and the Board oversee 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 110 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 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 management team, to the Audit and Risk Committee and the full Board. The Audit and Risk Committee regularly reviews the Company’s 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. 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 has three standing committees: Audit and Risk, Compensation, and Nominating and Corporate Governance, 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 currently 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.

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. Current copies of the charters for each of the standing committees and the Financial Operating Committee are available on the Corporate Governance page of the Investors section of our website at www.alkermes.com.

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 for

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service as the chairs of the 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.

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 all 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

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The Audit and Risk Committee’s responsibilities include:

appointing, compensating and retaining, and overseeing the work performed by, the Company’s 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, the Company’s 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 its financial condition and results of operations;
reviewing and discussing the Company’s anticipated funding needs, material financing plans and investment policies with management and the Board;
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 the Company’s proxy statement in accordance with applicable rules and regulations;
discussing with management, the independent auditor and accounting firm and the Board the legal and regulatory requirements applicable to the Company, and the Company’s compliance with such requirements; and
reviewing procedures of the Company designed to facilitate (i) 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 (ii) the receipt of confidential, anonymous submissions by employees of concerns regarding questionable accounting, auditing or other compliance matters.

Frank Anders Wilson

(Chair)

Shane M. Cooke*

David A. Daglio, Jr.

Nancy L. Snyderman, M.D.

Meetings held in 2023: 7

Committee Independence+: 100%

* Appointed to the committee in February 2024

+ 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

 

Audit Committee Financial Expert: Andy Wilson**

** 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 engages and determines compensation for advisors as necessary and directs the distribution of funding provided by the Company to such advisors. 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 the 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 2023 were pre-approved by the Audit and Risk Committee.

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Compensation Committee

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The Compensation Committee’s responsibilities include:

discharging the Board’s responsibilities relating to the compensation of the Company’s executives;
establishing and reviewing the Company’s compensation philosophy and programs in light of its strategies and objectives and in conjunction with review of compensation trends and practices of comparable companies to assess the competitiveness of the Company’s compensation programs;
adopting, reviewing, amending or terminating, and administering, the Company’s incentive compensation and equity plans, the Company’s Clawback Policy and Recoupment Policy and/or any other compensation recovery policy, and all compensation-related agreements or arrangements with the Company’s executive officers;
producing an annual Compensation Committee Report for inclusion in the Company’s proxy statement and/or annual report on Form 10-K in accordance with applicable rules and regulations;
reviewing and discussing with management the Company’s executive compensation disclosure, including its “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 advisor 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 advisor;
reviewing and assessing risks and opportunities arising from the Company’s compensation program and practices, including as they may impact human capital development and management initiatives;
evaluating and recommending to the Board appropriate compensation for the Company’s non-employee directors and ensuring proper disclosure of any payments to the Company’s 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.

Richard B. Gaynor, M.D.

(Chair)

Brian P. McKeon

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

Meetings held in 2023: 14

Committee Independence+: 100%

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

 

Limited Compensation Sub-Committee: Richard B. Gaynor, M.D.

In determining the members of the Compensation Committee, the Board considers whether the members 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”).

Compensation Committee Interlocks and Insider Participation: The directors who served as members of the Compensation Committee during 2023 were Richard B. Gaynor, M.D., Brian P. McKeon, Nancy J. Wysenski and Christopher I. Wright, M.D., Ph.D., 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 2023, 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 Board.

Compensation Consultant Fees: The Compensation Committee engaged Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), to provide consulting services in 2023 related to executive and non-employee director compensation. The aggregate Aon fees for such consulting services were approximately $328,000, a significant portion of which were related to the independent, publicly-traded company into which the Company separated its oncology business.

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In 2023, the Company also engaged Aon for additional compensation advisory services, including equity valuation, broad-based compensation planning and compensation and human resources-related surveys and assessments. The aggregate amount paid to Aon for these additional services in 2023 was approximately $371,000, a significant portion of which related to the independent, publicly-traded company into which the Company separated its oncology business. Aon maintains policies and practices to protect the independence of the executive compensation consultants engaged by the Compensation Committee.

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 December 2023, the Nominating and Corporate Governance Committee recommended, and the Board approved, the appointment of Richard B. Gaynor, M.D. as the sole member of the Limited Compensation Sub-Committee of the Board. Prior to that, former director Nancy J. Wysenski served as the sole member such sub-committee from June 2021 to December 2023. The Compensation Committee has 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 2023 were by written consent.

Key Contributor Award Committee: The Compensation Committee has established a Key Contributor Award Committee, consisting solely of the Company’s CEO, Richard F. Pops, and delegated to such committee the authority to make periodic grants of equity awards outside of the annual and new hire equity grant cycles of the Company to employees whose job level is below the level of Senior Vice President (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.

Financial Operating Committee

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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:
o
achievement by the Company of its profitability targets;
o
implementation of the Company’s cost structure optimization activities; and
o
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.

 

Brian P. McKeon

(Chair)

Emily Peterson Alva

David A. Daglio, Jr.

Richard F. Pops

Frank Anders Wilson

 

Meetings held in 2023: 4

Committee Independence+: 80%

 

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

 

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The Financial Operating Committee plays an active role in the Company’s capital allocation decisions and in its evaluation of strategic and financial transactions related to its non-core assets, including the recently completed separation of the Company’s oncology business into a new, independent publicly-traded company and the recently announced entry into an agreement to sell the Company’s development and manufacturing facility in Athlone, Ireland.

 

Nominating and Corporate Governance Committee

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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 the Company’s shareholders;
periodically reviewing, and monitoring compliance with, the Company’s Code of Business Conduct and Ethics applicable to all directors, officers and employees, its Share Ownership and Holding Guidelines, and its 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 the Company’s 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.

Nancy L. Snyderman, M.D.

(Chair)

Emily Peterson Alva

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

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

Meetings held in 2023: 6

Committee Independence+: 100%

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

 

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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 or its designee and subject to its or their 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 at the time of any such proposed transaction. 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.

Talent Development and 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 to 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 deem 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 appoint directors to the Board, to recommend director nominees for election by the Company’s shareholders, 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 our 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 2025 annual general meeting of shareholders must be received by our Company Secretary between October 17, 2024 and December 16, 2024; provided, however, that in the event that the date of our 2025 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 2025 annual general meeting of shareholders or, if later, the 10th day following the day on which public announcement of the date of our 2025 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 2025 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, the Lead Independent Director, 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 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 or the Lead Independent Director, as representatives 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 or Lead Independent Director for such purposes or by secure electronic transmission.

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Annual Board Evaluation and Self-Assessment

The Board recognizes the value and importance of annually assessing the composition and effectiveness of the Board, its committees and its members in order to align with the current and expected future business and stakeholder needs of the Company. The Nominating and Corporate Governance Committee is responsible for overseeing the annual Board evaluation. As part of this process, the Nominating and Corporate Governance Committee:

Evaluates the skillsets, diversity, expertise and effectiveness of the Board and its committees against the desired composition, diversity and qualifications of the Board in support of the Company’s current and anticipated strategic priorities, considering the experience and qualifications that individual members are expected to bring to the Board and the committee(s) on which they serve;
Reviews the suitability and effectiveness of the Board’s director nomination qualifications and diversity-enhancing policies; 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.

2023 Further Enhancements to Board Self-Assessment Process: In 2023, the Nominating and Corporate Governance Committee engaged an independent third-party advisor (the “independent facilitator”) to facilitate the Board self-assessment process, as described in the following graphic:

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Feedback Incorporated

Based on feedback from recent years, our current and former Lead Independent Directors have worked with management to, among other things:

Change the structure of Board meetings to facilitate more time for full Board and independent director discussions focused on Company strategy, execution, risks and opportunities;
Hold frequent Board update calls and other communications outside of regularly-scheduled meetings to keep the Board informed, engaged and in regular communication with management; and
Engage in ongoing Board refreshment, with a focus on enhancing the diversity of the Board and adding new perspectives and skillsets in support of the Company’s strategy.

 

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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 valuable 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 of, and desired skillsets for, 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 attributes, 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:

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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, and considers diversity in its evaluation of director candidates. All four directors appointed since 2021 are diverse in terms of gender or race/ethnicity.

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:

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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 outside commitments do not materially interfere with their service as an effective member of our Board. Any existing outside commitments are considered by the Nominating and Corporate Governance Committee and the Board when reviewing any 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 outside directorships to further limit the number of public company boards on which our directors may serve (our “overboarding policy”). In accordance with our overboarding 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 2023, 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 raise subjects at any Board meeting that are not on the agenda for that meeting. The Company Secretary solicits feedback from all members of the Board on the proposed agenda, and 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.

 

 

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Frequency and Format of Board Meetings

We held four regularly-scheduled meetings of the Board during 2023. 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, including the separation of the Company’s oncology business, we also held numerous (at least monthly, and more frequently as needed) Board update calls in 2023 to keep the Board informed, engaged and in regular communication with management.

In addition, our independent directors and in particular, our then Lead Independent Director and members of our Nominating and Corporate Governance Committee, devoted additional time and efforts in 2023 in connection with the contested director election at our 2023 Annual Meeting.

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. In 2023, 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.

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 2023. At times when the subset of non-employee directors on the Board includes any directors who are not independent, the Board’s policy is to 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 2023.

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 all of the Company’s then-current directors attended the 2023 Annual Meeting.

 

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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 non-employee director compensation.

Key Features of Non-Employee Director Compensation

 Program reviewed annually in comparison to peers and to align with best practices

 Consists of a mix of cash and equity-based compensation

 Directors subject to stock ownership guideline of 3x their annual retainer (other than CEO, with a guideline of 6x base salary)

 Prohibition on hedging and pledging by directors under the Company’s Insider Trading Policy

 General policy that no perquisites be provided to directors

 

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.

No changes to existing retainers. In May 2023, following review of the non-employee director annual cash retainers approved in May 2022, 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 to any existing annual cash retainer fee amounts for the coming year (each “year” for purposes of our director compensation program refers to the approximately 12-month period between our annual general meetings of shareholders). 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.

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In 2023, 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, including the separation of the Company’s oncology business, 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.

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. 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 2023. 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 2023, 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 2022, 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 2023 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 108 of this proxy statement.

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.

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.

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2023 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 Christopher I. Wright, M.D., Ph.D. served as non-employee directors during all of 2023. Nancy J. Wysenski served as a non-employee director in 2023 until her retirement from the Board in December 2023. Nancy S. Lurker was appointed to the Board in March 2024, and as such did not receive any compensation in 2023 and is not included in the table below. Richard F. Pops, CEO and Chairman of the Board, was an employee during all of 2023. As an employee, Mr. Pops does not receive any cash or equity compensation for his Board service.

The following table presents and summarizes the cash retainer fee amounts earned or paid to our non-employee directors for service during 2023, and the equity compensation granted to our non-employee directors in 2023:

 

 

 

Fees Earned
or Paid in Cash

 

 

Stock
Awards

 

 

Option
Awards

 

 

Total

 

Name

 

($)

 

 

($)

 

 

($)

 

 

($)

 

(a)

 

(b)(1)

 

 

(c)(2)(4)

 

 

(d)(3)(5)

 

 

(h)

 

Emily Peterson Alva

 

 

94,000

 

 

 

187,510

 

 

 

187,530

 

 

 

469,040

 

Shane M. Cooke

 

 

74,000

 

 

 

187,510

 

 

 

187,530

 

 

 

449,040

 

David A. Daglio, Jr.

 

 

99,000

 

 

 

187,510

 

 

 

187,530

 

 

 

474,040

 

Richard B. Gaynor, M.D.

 

 

89,652

 

 

 

187,510

 

 

 

187,530

 

 

 

464,692

 

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

 

 

84,000

 

 

 

187,510

 

 

 

187,530

 

 

 

459,040

 

Brian P. McKeon

 

 

107,000

 

 

 

187,510

 

 

 

187,530

 

 

 

482,040

 

Nancy L. Snyderman, M.D.

 

 

107,000

 

 

 

187,510

 

 

 

187,530

 

 

 

482,040

 

Frank Anders Wilson

 

 

111,609

 

 

 

187,510

 

 

 

187,530

 

 

 

486,649

 

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

 

 

88,076

 

 

 

187,510

 

 

 

187,530

 

 

 

463,116

 

Nancy J. Wysenski

 

 

129,935

 

 

 

187,510

 

 

 

187,530

 

 

 

504,975

 

 

 

Notes to 2023 Director Compensation Table

(1) The amounts in column (b) represent fees earned by or paid to our non-employee directors for service during 2023, 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 Ms. Wysenski were prorated based on the date of her 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 2023, excluding estimates of forfeitures, if any, as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718—Stock Compensation, or ASC 718. For information on the assumptions used to calculate the value of the restricted stock unit awards, refer to footnote 2 “Summary of Significant Accounting Policies” to our consolidated financial statements for the year ended December 31, 2023 included in our Annual Report under the heading “Share-Based