Alkermes plc
For the period ended May 21, 2025. Filed Apr 7, 2025.
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May 21, 2025 · Filed Apr 7, 2025
Contents
PROXY SUMMARY
This proxy summary highlights certain 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. For additional information regarding our business and 2024 performance, please refer to our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 12, 2025 (the “Annual Report”). Your vote is very important.
| 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS | |
|---|---|
| Meeting Date and Time: | May 21, 2025, 1:00 p.m., Irish Standard Time |
| Place: | Connaught House, 1 Burlington Road, Dublin 4, Ireland, D04 C5Y6 |
| Record Date: | March 14, 2025 |
| 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 2025 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 7, 2025. This proxy statement is also available online atwww.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 · BoardRecommendation · Page | |||
|---|---|---|---|
| 1 | Election of Directors | FOR ALL BOARD NOMINEES | 22 |
| 2 | Non-Binding, Advisory Vote on Executive Compensation | FOR | 52 |
| 3 | Non-Binding Ratification of Appointment of Independent Auditor and Accounting Firm and Binding Authorization of Audit and Risk Committee to Set Independent Auditor and Accounting Firm’s Remuneration | FOR | 53 |
| 4 | Approval of Alkermes plc 2018 Stock Option and Incentive Plan, as amended | FOR | 54 |
| 5 | Renewal of Board Authority to Allot and Issue Shares under Irish Law | FOR | 64 |
| 6 | Renewal of Board Authority to Disapply the Statutory Pre-emption Rights under Irish Law | FOR | 66 |
ALKERMES PLC 2025 Proxy Statement 2
How to Cast Your VoteIf you are a shareholder of record, you have four ways to vote:
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.
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.
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.
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 20, 2025 (4:59 a.m. Irish Standard Time on May 21, 2025). 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 | |||
|---|---|---|---|
| Corporate Governance Highlights | 8 | Corporate Responsibility and Sustainability | 48 |
| Active Shareholder Engagement | 10 | Audit Fees | 69 |
| Board Skills Matrix | 24 | Executive Officers | 73 |
| Board Leadership Structure and Committees | 30 | Compensation, Discussion & Analysis | 75 |
| Overboarding Policy | 32 | Peer Group Selection and Review | 83 |
| Meeting Attendance | 32 | Share Ownership and Holding Guidelines | 99 |
| Oversight of Risks and Opportunities | 33 | Clawback Policy and Recoupment Policy | 99 |
| Communications with the Board | 40 | Executive Compensation Tables | 104 |
| Board Refreshment and Tenure | 42 | Related Party Transactions | 120 |
| Director Compensation | 43 | Other Information | 122 |
ALKERMES PLC 2025 Proxy Statement 3
Summary of Proposals and Board Recommendations
| Proposal 1Election 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 2026 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 “The Board of Directors” beginning on page 30 of this proxy statement. The below table provides summary information about the Board Nominees. | ||||||||
| Name | DirectorSince | BoardPosition | Audit andRisk | Compensation | Nominatingand CorporateGovernance | FinancialOperating | Independent | Outside Public Boards* |
| Shane M. Cooke | 2018 | Member | Member | | 1 | |||
| Richard B. Gaynor, M.D. | 2019 | Member | Chair | | 1 | |||
| Cato T. Laurencin, M.D., Ph.D. | 2021 | Member | Member | | 1 | |||
| Nancy S. Lurker | 2024 | Member | Member | | 2 | |||
| Brian P. McKeon | 2020 | Member | Member | Chair | | 0 | ||
| Richard F. Pops | 2011 | Chair | Member | | 1 | |||
| Nancy L. Snyderman, M.D. | 2016 | Member | Member | Chair | | 1 | ||
| Frank Anders Wilson | 2019 | Lead Ind. | Chair | Member | | 2 | ||
| Christopher I. Wright, M.D., Ph.D. | 2022 | Member | Member | Member | | 0 | ||
- Represents the number of public company boards on which the director servesin addition to our Board.
| Richard F. Pops Chairman | Frank Anders WilsonLead Ind. Director | Shane M. Cooke | Richard B. Gaynor, M.D. | Cato T. Laurencin, M.D., Ph.D. |
|---|
| Nancy S. Lurker | Brian P. McKeon | Nancy L. Snyderman, M.D. | Christopher I. Wright, M.D., Ph.D. |
|---|
ALKERMES PLC 2025 Proxy Statement 4
| Proposal 2Non-Binding, Advisory Vote on Executive Compensation | The Board unanimously recommends that you vote FOR Proposal 2We are asking you to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers for 2024. For additional information, see Proposal 2 beginning on page 52 of this proxy statement. |
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| Proposal 3Non-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 3We are asking you to ratify, on a non-binding, advisory basis, the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent auditor and accounting firm, and to authorize, on a binding basis, the Audit and Risk Committee of the Board (the “Audit and Risk Committee”) to set PwC’s remuneration. For additional information, see Proposal 3 beginning on page 53 of this proxy statement. |
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| Proposal 4Approval of Alkermes plc 2018 Stock Option and Incentive Plan, as Amended | The Board unanimously recommends that you vote FOR Proposal 4We 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 4,250,000 (subject to adjustment for stock splits, stock dividends and similar events) and increase the number of ordinary shares that may be awarded in the form of incentive stock options by the same amount.For additional information, see Proposal 4 beginning on page 54 of this proxy statement. |
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| Proposal 5Renewal of Board Authority to Allot and Issue Shares under Irish Law | The Board unanimously recommends that you vote FOR Proposal 5Under 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 2024 annual general meeting of shareholders (our “2024 Annual Meeting”) and, if not renewed, will lapse on November 30, 2025. 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 1, 2025, for a period of 18 months in accordance with the terms set forth in Proposal 5. Granting to a company’s board of directors authority to allot and issue shares is a routine matter for Irish plcs such as Alkermes.For additional information, see Proposal 5 beginning on page 64 of this proxy statement. |
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| Proposal 6Renewal of Board Authority to Disapply the Statutory Pre-emption Rights under Irish Law | The Board unanimously recommends that you vote FOR Proposal 6Under 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 2024 Annual Meeting and, if not renewed, will lapse on November 30, 2025. 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 1, 2025, 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 disapply these statutory pre-emption rights is a routine matter for Irish plcs such as Alkermes. For additional information, see Proposal 6 beginning on page 66 of this proxy statement. |
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ALKERMES PLC 2025 Proxy Statement 5
Business Overview
Alkermes plc (together with its consolidated subsidiaries, “Alkermes” or the “Company” and referred to herein using terms such as “us,” “our” or “we”) is a 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, including narcolepsy and idiopathic hypersomnia. 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 Ireland, we also have a corporate office and research and development (“R&D”) center in Massachusetts and a manufacturing facility in Ohio.
2024 Business Priorities and Highlights
Four strategic priorities guided our management of the business in 2024: deliver strong commercial growth and profitability, advance our orexin 2 receptor agonist program, expand our neuroscience pipeline, and plan for significant cash generation. Underpinning these priorities and the operation of our business is our foundation of strong corporate governance, our dedication to patients and to our employees, and our commitment to operating in an ethical and responsible manner.
ALKERMES PLC 2025 Proxy Statement 6
WE ACHIEvED these priorities AND MORE IN 2024. highlights included:
| Successfully grew our revenue | |
|---|---|
| | Exceeded $1 billion in proprietary product net sales, representing 18% growth year-over-year, and achieved total revenues of over $1.5 billion. |
| | Surpassed $457 million in VIVITROL annual net sales, representing a 14% increase year-over-year, and exceeding the high end of our annual net sales financial expectations range by over $25 million. |
| | Increased LYBALVI annual net sales by 46% year-over-year, generating $280 million. |
| | Achieved ARISTADA annual net sales of $346 million, representing a 6% increase year-over-year. |
| Significantly advanced our development pipeline | |
|---|---|
| | Generated positive topline results in phase 1b proof-of-concept study of ALKS 2680, an orexin 2 receptor agonist, in patients with narcolepsy type 1 (“NT1”), narcolepsy type 2 (“NT2”) and idiopathic hypersomnia (“IH”). |
| | Initiated phase 2 studies of ALKS 2680 in patients with NT1 and NT2 and completed significant planning activities to enable initiation of our phase 2 study in patients with IH in 2025. |
| | Significantly advanced preclinical assessments of our orexin agonist portfolio and nominated ALKS 7290, a new orexin candidate, expected to enter the clinic in 2025. |
| | Hosted an Investor Event in October 2024, highlighting ALKS 2680 and our broader orexin portfolio, including our development strategy in additional disease states. |
| EXPANDED profitability, ACHIEVED efficiencies and STRATEGICALLY DEPLOYED capital | |
|---|---|
| | Achieved GAAP net income from continuing operations of $372 million, and EBITDA from continuing operations of $452 million. See Appendix B for a reconciliation of net income in accordance with generally accepted accounting principles in the U.S. (“GAAP”) to earnings before income taxes, depreciation and amortization (“EBITDA”). |
| | Repurchased $200 million of our ordinary shares pursuant to a $400 million share repurchase program announced in February 2024. |
| | Completed the sale of our development and manufacturing business in Athlone, Ireland, consistent with our focus on aligning our infrastructure and cost structure with the needs of our business. |
| | Retired all of our outstanding debt (approximately $290 million) prior to its scheduled maturity. |
| Strengthened our commitment to our people and our stakeholders | |
|---|---|
| | Published our 7th Corporate Responsibility Report, highlighting our key environmental performance data, site-specific conservation and sustainability efforts, employee engagement, wellness and career development programs, community engagement and other employee-related initiatives. |
| | Engaged with third-party sustainability consultants to support our efforts to enhance, measure and report our environmental performance, in preparation for compliance with sustainability reporting directives. |
ALKERMES PLC 2025 Proxy Statement 7
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) | ☑ | Active shareholder engagement program with independent director participation |
| ☑ | Engaged Lead Independent Director | ☑ | Shareholder representation on Board |
| ☑ | Standing Board committees comprised solely of independent directors | ☑ | Prohibition of hedging and pledging by executive officers and directors |
| ☑ | Robust director overboarding policy and review of outside commitments | ☑ | Alignment of executive pay with performance |
| ☑ | Regular scheduled executive sessions of independent, non-employee directors | ☑ | Share ownership and holding guidelines for executive officers and directors |
| ☑ | Annual Board, committee and individual director self-assessments | ☑ | Declassified Board, with annual director elections for one-year terms |
| ☑ | Active Board refreshment | ☑ | Single class of voting shares |
| ☑ | Comprehensive new director orientation | Compensation Practices | |
| ☑ | Transparent corporate political contributions | ☑ | Independent compensation consultant |
| ☑ | Plurality voting for contested director elections | ☑ | No repricing of stock options |
| ☑ | Majority voting for uncontested director elections | ☑ | Significant portion of CEO and other executive compensation is “at-risk” |
| ☑ | Board access to senior management and independent advisors | ☑ | Annual use of equity awards with performance-based vesting |
| ☑ | Board participation in executive succession planning and talent management | ☑ | Incorporation of corporate responsibility considerations into short-term incentive-plan |
| ☑ | Annual review of Corporate Governance Guidelines and other corporate policies | ☑ | Caps on payouts from our short-term and long-term incentive plans |
| ☑ | 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 |
| ☑ | Executive-sponsored employee resource groups in support of employee initiatives | ☑ | Annual advisory vote on executive compensation program |
| ☑ | Board and committee oversight of enterprise risk management, including in respect of sustainability matters | ☑ | Clawback policy and recoupment policy in respect of certain equity and cash compensation |
We regularly review and refine our governance policies and practices based on market 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, as described below under “Recent Enhancements to Corporate Governance Policies and Practices” beginning on page 11 of this proxy statement.
ALKERMES PLC 2025 Proxy Statement 8
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 Nominee, see the Board skills matrix on page 24 of this proxy statement.
Our Board is substantially independent, has a strong representation of directors who are diverse in terms of skills, experience, background, perspective and personal attributes, 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 and attributes of the Board Nominees as of April 1, 2025.
For additional information about our Board, including specific qualifications and experience of, and other information about, the Board Nominees, see the section entitled “Director Qualifications and Considerations” beginning on page 39 of this proxy statement.
ALKERMES PLC 2025 Proxy Statement 9
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 corporate responsibility and sustainability 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 shareholder engagements alongside representatives of management. The primary areas of discussion during these engagements related to:
Board refreshment and composition, and related disclosures;
the Board’s role in oversight of business risks and opportunities tied to our business strategy;
corporate responsibility and sustainability, including our annual Corporate Responsibility Reports and our human capital development 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; and
opportunities and plans for operational efficiency, optimization of the Company’s cost structure and profitability, and business strategy and execution, including commercial growth, advancement of our development programs and expansion of our pipeline.
Board Responsiveness to Shareholder Feedback
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. When feedback is received from our shareholder meetings, it is discussed with management and relayed to the full Board and the relevant committees of the Board, as appropriate.
Our Board and management team have taken actions in response to shareholder feedback in recent years, including:
| Enhanced Corporate Governance•Significantly refreshed the Board•Declassified and diversified the Board•Enhanced sustainability disclosures•Refined corporate governance policies and practicesSee 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 profitabilitySee page 77 of this proxy statement. | Continued Focus on Profitability•Actively managed our business to optimize costs and operational efficiencies in support of profitability •Formed a new committee of the Board to oversee achievement of profitability, cost optimization and capital allocation |
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2024 Annual Meeting Results and Continued Engagement
At our 2024 Annual Meeting, all proxy proposals were approved, with high levels of shareholder support ranging from approximately 90% to 99% of the votes cast, including average support of 97.5% of the votes cast for the re-election of our directors. Following the 2024 Annual Meeting, we continued our engagement efforts, requesting meetings with shareholders who collectively held approximately 75% 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 alongside representatives of management.
| ~75% OUTREACH | ~50% ENGAGEMENT |
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ALKERMES PLC 2025 Proxy Statement 10
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 2021, our shareholders approved amendments to our articles of association (the “Articles of Association”) that served to declassify the Board over a three-year period. Since 2022, each director nominee is eligible for a one-year term, and the Board is now fully declassified. |
|---|---|
| Refreshed Board and committee membership and leadership | Since 2019, the Board has engaged in significant refreshment activities, resulting in the appointment of eight new, independent directors, including one in 2024, each further strengthening the Board’s expertise in targeted areas of importance to our business strategy and adding to its diversity of experiences, skills and other attributes. In addition, six of our longer-serving directors have retired from the Board since 2019 and two additional directors will retire from the Board as of the close of the Annual Meeting. See the section entitled “Board Refreshment and Tenure” beginning on page 42 of this proxy statement.In December 2023, our Board appointed a new Lead Independent Director and in September 2024, refreshed the membership of the Compensation Committee by adding a new independent member. |
| Limited outside directorships | Since 2022, we have further limited the number of public company boards on which our directors may serve (as set forth in our Corporate Governance Guidelines and on page 32 of this proxy statement, our “overboarding” policy). Each of our directors is, and was at all times during 2024, in compliance with our overboarding policy. |
| 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 Board Nominees that contribute to the diversity and effectiveness of our Board and its committees. See page 24 of this proxy statement. |
| Board self-assessment facilitated by independent party | In 2024, our Board engaged an independent third-party advisor to facilitate our annual self-assessment of the Board, its committees and individual directors. See the section entitled “2024 Board Self-Assessment Process” beginning on page 41 of this proxy statement. |
| Implemented plurality voting for contested elections | In 2022, our shareholders approved amendments to our Articles of Association that provide for a plurality vote standard for contested director elections, while maintaining a majority voting standard for uncontested director elections. |
| Refined share ownership and holding guidelines | In 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 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 the Alkermes plc Incentive Compensation Recoupment Policy (our “Recoupment Policy”), which complies with 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 99 of this proxy statement. |
ALKERMES PLC 2025 Proxy Statement 11
| Continued to integrate corporate responsibility and sustainability considerations and policies into our business | Since 2020, we have included objectives related to corporate responsibility and sustainability in our annual corporate objectives and short-term incentive plans for our employees, including our named executive officers.In addition, our Board has adopted various amendments to its committees’ charters to codify the oversight responsibilities of each committee in respect of our corporate responsibility and sustainability initiatives. Our committee charters are available on the Corporate Governance page of the Investors section of our website at www.alkermes.com.In 2024, we adopted:•a new Human Rights Policy, setting forth our commitment to the protection of human rights, fair labor practices and responsible and ethical conduct; and•a new Supplier Code of Conduct, outlining our expectations for the suppliers with whom we do business. These documents are available on the Responsibility section of our website at www.alkermes.com. |
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| Enhanced corporate responsibility and sustainability disclosure | Each year since 2018, we have published a Corporate Responsibility Report, highlighting our corporate responsibility, sustainability and employee 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 corporate responsibility and sustainability initiatives, see the section entitled “Corporate Responsibility and Sustainability” beginning on page 48 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 atinvestor_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.
ALKERMES PLC 2025 Proxy Statement 12
Executive Compensation Program High lights
Our executive compensation program is overseen by the Compensation Committee of our Board (the “Compensation Committee”), in consultation with an 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 such executive officers 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 to compensation that supports our business goals. As such, a significant portion of each named executive officer’s compensation is performance based and at-risk. | We provide overall compensation packages that reward individual and Company performance against our corporate objectives to support value creation 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. |
2024 Compensation Highlights
Our 2024 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 was 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 80 of this proxy statement, “Executive Compensation Philosophy and Objectives” on page 82 of this proxy statement and “Long-Term Equity Incentive Compensation – Annual Grant” on page 93 of this proxy statement.
Performance-Vesting Equity Included in Annual Grants to All Named Executive Officers: In 2024, the Compensation Committee conditioned vesting of greater than 50% of the total target value of our CEO’s annual equity grant and approximately 25% of the total target value of the annual 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 Compensation – Annual Grant” on page 93 of this proxy statement.
Corporate Responsibility Objectives Incorporated Into Short-Term Incentive Plans (“STIPs”): The Board and the Compensation Committee understand the importance of corporate responsibility considerations to the Company and many of its stakeholders and, in 2024, incorporated corporate objectives related to corporate responsibility matters into the Company’s 2024 STIP. See the section entitled“2024 Corporate Objectives”on page 87 of this proxy statement.
Double Trigger Change in Control Vesting: All equity awards granted to our named executive officers in 2024 contained 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 79 of this proxy statement.
2024 Advisory Vote on 2023 Executive Compensation. At the 2024 Annual Meeting, shareholders expressed strong support for our executive compensation program, with approximately 98% of the votes cast in favor of our say-on-pay proposal. As noted above under “Active 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 the significant enhancements to our executive compensation programs in recent years.
ALKERMES PLC 2025 Proxy Statement 13
Corporate Responsibility and Sustainability Matters
Corporate responsibility is inherent in our mission and our values as an organization. We actively work to support people living with complex and difficult-to-treat 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 strive to manage 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 environmental, social and governance (“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 2024 corporate objectives and corresponding 2024 short-term incentive plan.
| EnvironmentalWe 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. | SocialWe strive to foster an inclusive and collaborative workplace in which employees are engaged and have resources and support to help them thrive 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. | GovernanceWe govern the Company with strong ethics and governance practices, 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. |
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Our ESG Oversight Structure
Our management team, led by our Executive ESG Committee, is responsible, at the direction and subject to the oversight of the Board, for development and implementation of our corporate responsibility strategy and initiatives and for conduct of activities related to sustainability reporting obligations. Our Board oversees the Company’s execution of this strategy, including our management of related risks and opportunities tied to our business, and delegates to the standing committees of the Board certain of these oversight responsibilities, as shown in the table below and reflected in the committee charters.
| Nominating and Corporate Governance CommitteeResponsible for overseeing our significant corporate governance practices and policies, including those related to: | |||
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| ☑ | Corporate responsibility and sustainability, and environmental, health and safety matters | ☑ | Employee development, engagement and inclusion initiatives and executive succession planning |
| ☑ | Board evaluation, composition and refreshment | ☑ | Compliance, conflicts of interest and overboarding |
| ☑ | Shareholder engagement and other matters | ☑ | Political contributions and lobbying activities |
| Audit and Risk CommitteeResponsible for overseeing our enterprise risk management process and for integration of sustainability-related disclosures into our filings with the SEC, Irish statutory reports and other required reporting, including in respect of: | |||
| ☑ | Enterprise risk management processes, mitigations and annual assessments | ☑ | Internal controls and audit and assurance activities for financial and non-financial reporting |
| ☑ | Cybersecurity, information technology, data privacy and related initiatives | ☑ | Compliance with, and risks related to, sustainability-related disclosure requirements |
| Compensation CommitteeResponsible for overseeing our compensation-related policies and disclosures, including those related to: | |||
| ☑ | Talent and leadership development, recognition and retention | ☑ | Compensation programs, incentives, and related risk assessments |
| ☑ | Human capital management initiatives | ☑ | Incorporation of corporate responsibility considerations in incentive compensation plans |
ALKERMES PLC 2025 Proxy Statement 14
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.