Vir Biotechnology Inc
For the period ended May 29, 2024. Filed Apr 19, 2024.
View on SEC.govAbout this filing
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 29, 2024 · Filed Apr 19, 2024
Contents
PROXY STATEMENT SUMMARYi
This summary highlights important information you will find in this proxy statement. As it is only a summary, please review the complete proxy statement before you vote.
Annual Meeting Information
| | DATE: | | | Wednesday, May 29, 2024 | |
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| | TIME: | | | 9:00 a.m. Pacific Time | |
| | LOCATION: | | | Online only at www.virtualshareholdermeeting.com/VIR2024 | |
| | RECORD DATE: | | | April 1, 2024 | |
Voting Matters and Vote Recommendation
| Voting Matter | | | Board Recommendation | | | Page Number for more detail |
|---|---|---|---|---|---|---|
| Proposal 1—Election of Directors | | | FOR each nominee | | | 7 |
| Proposal 2—Advisory Vote on Executive Compensation | | | FOR | | | 23 |
| Proposal 3—Ratification of Appointment of Independent Registered Public Accounting Firm | | | FOR | | | 24 |
Corporate Governance Matters
We are committed to the highest standards of ethics, business integrity and corporate governance, which we believe will ensure that our Company is managed for the long-term benefit of our stockholders. Our governance practices are designed to establish and preserve the accountability of the Board of Directors and management, provide a structure that allows the Board to set objectives and monitor performance, ensure the efficient use of Company resources and enhance stockholder value. Please see “Information Regarding the Board of Directors and Corporate Governance” for more information.
Our commitment to good corporate governance is illustrated by the following practices:
| • | Board independence (9 out of 11 directors are independent) |
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| • | Independent Board Chair |
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| • | Independent directors regularly meet in executive sessions without management or non-independent directors present |
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| • | 100% independent Audit, Compensation and Nominating and Corporate Governance Committees |
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| • | Board refreshment practices |
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| • | Annual Board and Committee self-assessments |
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| • | Strong corporate governance guidelines and policies |
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| • | Board diversity (female and minority directors comprise 45% of our current Board) |
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| • | Multiple clawback policies that provide the Compensation Committee additional ability to recoup compensation beyond what the Dodd-Frank Act requires |
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| • | Stock ownership guidelines for directors and executive management |
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| • | Well-established Board strategic and risk oversight function |
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ESG Statement
At Vir, we have a bold vision – powering the immune system to transform lives. Guided by science, we relentlessly build on our immunologic and virology expertise and cutting-edge technologies in pursuit of transformative medicines to treat and prevent serious infectious diseases and other serious conditions, including viral-associated diseases. Our innovations stem from courage and bold ideas. We approach each day with a sense of optimism and humility, recognizing that our strength resides in the diversity of our journeys and the opportunity to learn from each other.
Our commitment to ESG is deeply embedded in our culture and is based on humanitarian principles and practices. We are acutely aware of our interconnectedness, and we take responsibility for doing our part to reduce our impact on the environment, to fostering a diverse and inclusive workforce, and to upholding the highest legal, economic and ethical standards.
| • | Environment: We recognize the evolving landscape of climate change and are dedicated to evaluating practices that reduce our environmental impact, such as recycling, reducing waste and saving energy. |
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| • | Social: We fiercely value diversity of thought and are passionately committed to maintaining a diverse and inclusive culture that extends to our employees, patients, communities and collaborators around the world. |
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| • | Governance: We adhere to strong governance practices and hold ourselves accountable to our high ethical standards. We uphold responsible business practices. |
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We also recently adopted a comprehensive Statement on Human Rights, setting forth standards applicable to Vir and its subsidiaries. These standards include a description of our commitment to human rights, along with our related compliance efforts, enforcement procedures and governance practices. We expect our suppliers, vendors and supply chain partners to also comply with these standards. Our Statement of Human Rights is available to stockholders on our website at www.vir.bio. The information found on our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with, or furnish to, the SEC.
Our Director Nominees
Proposal 1 — Election of Directors
Each Class II director nominee is listed below, and you can find additional information regarding our nominees in the section titled “Proposal 1—Election of Directors” beginning on page 7.
| Name | | | Age | | | Director Since | | | Board Committees |
|---|---|---|---|---|---|---|---|---|---|
| Marianne De Backer, M.Sc., Ph.D., MBA | | | 55 | | | 2023 | | | None |
| Norbert Bischofberger, Ph.D. | | | 68 | | | New Nominee | | | Compensation and Science and Technology* |
| Ramy Farid, Ph.D. | | | 59 | | | New Nominee | | | Audit and Science and Technology* |
| Robert Nelsen | | | 60 | | | 2017 | | | Nominating and Corporate Governance |
| * | Indicates on which Board Committees the new nominee would serve if elected to serve as a director at the Annual Meeting. |
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Executive Compensation Matters
Proposal 2 – Advisory Vote on Executive Compensation
The Board of Directors recommends that stockholders vote to approve, on an advisory basis, the compensation paid to the Company’s named executive officers as described in this proxy statement (the “say-on-pay” vote). Detailed information about the compensation paid and awarded to our named executive officers can be found beginning on page 23.
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Our executive compensation programs are designed to attract, motivate and retain our executive officers, who are critical to our success. Highlights of our executive compensation best practices follow.
| • | Recruited and onboarded several new executives, including our CEO: In 2023, we recruited several highly skilled leaders (including the CEO and two NEOs) to our executive management team and promoted others from within the Company. |
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| • | Enabled smooth transition of leadership without special severance arrangements: There were no special severance arrangements granted to any of the departing members of the executive management team in 2023. |
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| • | Strong pay-for-performance alignment: The majority of each named executive officer’s pay is “at-risk” and is tied to corporate performance, whether through our annual incentive plan or through equity-based compensation. |
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| • | Additional disclosure throughout the CD&A: This year we expanded disclosure throughout the Compensation Discussion and Analysis to provide stockholders greater insight into how compensation decisions are made and the rationale behind them. |
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Our Auditors
Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm
You are being asked to vote to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024. Detailed information about this proposal can be found beginning on page 24.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by the Internet or telephone, please refer to your proxy card or Notice of Internet Availability of Proxy Materials. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting.
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VIR BIOTECHNOLOGY, INC.
1800 Owens Street, Suite 900
San Francisco, California 94158
PROXY STATEMENT
FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 29, 2024
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