Alkermes plc
For the period ended May 31, 2024. Filed Apr 15, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 31, 2024 · Filed Apr 15, 2024
Contents
PAY VERSUS PERFORMANCE
The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how our Company or the Compensation Committee view the link between Company performance and executive compensation for our principal executive officer (“PEO”) and our non-PEO NEOs. For additional information about our pay-for-performance philosophy and how we align executive compensation with Company performance, see our Compensation Discussion and Analysis beginning on page 82 of this proxy statement.
Required Tabular Disclosure of Pay Versus Performance
The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” is required by the SEC’s rules and, as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually earned, realized or received by the individuals and the compensation decisions described in our Compensation Discussion and Analysis beginning on page 82 of this proxy statement.
| Summary · Compensation · Average Summary Compensation · AverageCompensationActually · Value of Initial Fixed $100 Investment Based on:(3) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | Compensation Table Total for PEO(1)($) | Actually Paid to PEO(1)(2)($) | Table Total for Non-PEO NEOs(1)($) | Paid toNon-PEONEOs(1)(2)($) | TSR($) | Peer Group TSR($) | GAAP Net Income (Loss)($ Millions) | Non-GAAP Net Income(4)($ Millions) |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
| 2023 | 9,442,066 | 8,983,892 | 4,033,464 | 4,190,097 | 138.19 | 118.87 | 355.8 | 243.7 |
| 2022 | 10,314,172 | 8,321,591 | 4,155,421 | 4,206,760 | 128.09 | 113.65 | (158.3) | 57.9 |
| 2021 | 8,846,588 | 11,225,263 | 2,942,671 | 2,882,217 | 114.02 | 126.45 | (48.2) | 129.1 |
| 2020 | 8,041,702 | 6,883,292 | 2,882,616 | 2,656,656 | 97.79 | 126.42 | (110.9) | 68.6 |
(1)
Richard F. Pops was our PEO for each year presented. The individuals comprising the non-PEO NEOs for each year presented are listed below.
| 2020 | 2021 | 2022 | 2023 |
| James M. Frates | Iain M. Brown | Iain M. Brown | Iain M. Brown |
| David J. Gaffin | James M. Frates | David J. Gaffin | David J. Gaffin |
| Craig C. Hopkinson, M.D. | David J. Gaffin | Craig C. Hopkinson, M.D. | Craig C. Hopkinson, M.D. |
| Michael J. Landine | Craig C. Hopkinson, M.D. | Blair C. Jackson | Blair C. Jackson |
| Blair C. Jackson | |||
(2)
For 2023, the amounts shown reflect the exclusion and inclusion of those certain amounts for the PEO and the non-PEO NEOs shown in the following tables. Equity values are calculated in accordance with ASC 718. Amounts shown in each of the Exclusion of Stock Awards and Option Awards columns are equal to the total amounts from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table on page 112 of this proxy statement. See the section entitled “Pay Versus Performance” on page 130 of the proxy statement for the 2023 Annual Meeting for the adjustments made to determine compensation actually paid amounts for prior years.
| Year | Summary Compensation Table Total for PEO($) | Exclusion of Stock Awards and Option Awards for PEO($) | Inclusion of Equity Values for PEO($) | Compensation Actually Paid to PEO ($) |
|---|---|---|---|---|
| 2023 | 9,442,066 | (6,831,832) | 6,373,658 | 8,983,892 |
| Year | Average Summary Compensation Table Total for Non-PEO NEOs($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs($) | Average Inclusion of Equity Values for Non-PEO NEOs($) | Average Compensation Actually Paid to Non-PEO NEOs($) |
|---|---|---|---|---|
| 2023 | 4,033,464 | (2,902,745) | 3,059,378 | 4,190,097 |
ALKERMES PLC 2024 Proxy Statement 124
The amounts shown in the Inclusion of Equity Values column in each of the above tables are derived from the following amounts:
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) |
|---|---|---|---|---|---|
| 2023 | 3,934,846 | 2,022,849 | 415,963 | — | 6,373,658 |
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs($) |
|---|---|---|---|---|---|
| 2023 | 2,453,179 | 437,482 | 168,717 | — | 3,059,378 |
(3)
The peer group TSR shown in this table utilizes the Nasdaq Biotechnology Index(also known as the IBB Index), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report. The comparison assumes $100 was invested in the Company and in the Nasdaq Biotechnology Index, respectively, for the period starting December 31, 2019 through the end of the year shown. Historical share price performance is not necessarily indicative of future share price performance.
(4)
We determined non-GAAP net income to be the most important financial performance measure used to link Company performance to compensation actually paid to our PEO and non-PEO NEOs in 2023. This financial performance measure may not have been the most important financial performance measure for certain prior years shown and we may determine a different financial performance measure to be the most important financial performance measure in future years. See Appendix B for information regarding this non-GAAP financial measure.
Required Tabular Disclosure of Most Important Financial Measures
The most important financial performance measures used to link compensation actually paid to our NEOs for 2023 to Company performance are set forth below. For further information regarding these performance metrics and their function in our executive compensation program, see our Compensation Discussion and Analysis beginning on page 82 of this proxy statement.
Proprietary Product Net Sales
Relative Total Shareholder Return
Non-GAAP Net Income*
Non-GAAP Net Income* as a Percentage of Total Revenue
EBITDA* as a Percentage of Total Revenue
- See Appendix Bfor information regarding this non-GAAP financial target.
ALKERMES PLC 2024 Proxy Statement 125
Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between our TSR and that of the Nasdaq Biotechnology Index. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years.
ALKERMES PLC 2024 Proxy Statement 126
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