Connect Biopharma Holdings Ltd

Summary Compensation Table

The table below sets forth certain compensation information for: (i) our current principal executive officer and any other individual who served in such capacity during our fiscal year ended December 31, 2024; (ii) our two most highly compensated executive officers other than our principal executive officer who were serving as executive officers at December 31, 2024; and (iii) up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer at December 31, 2024 (together, our “Named Executive Officers”). Compensation information is shown for the years ended December 31, 2024 and 2023.

(1) This column represents the aggregate grant date fair value, computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), for stock options granted to the Named Executive Officers in 2024 and 2023. The assumptions used in calculating the fair value of the stock options can be found under Note 9 to the Financial Statements in this Annual Report on Form 10-K. These amounts reflect the grant date fair value for these stock options and do not necessarily correspond to the actual value that will be realized by the Named Executive Officers. For additional information on stock options awarded to the Named Executive Officers, see below under “Outstanding Equity Awards at Fiscal Year-End.”

(2) The amounts listed represent cash awards earned for the year under the Company’s annual cash incentive bonus program.

(3) Dr. Quart was appointed as Chief Executive Officer and Director in June 2024. Pursuant to his executive employment agreement, his annual base salary was $650,000. The grant date fair value of the equity awards granted in 2024, as reflected under “Option Awards,” represents a new hire grant, as well as an annual grant for 2024 services awarded in December 2024. “All Other Compensation” listed for 2024 represents our matching contributions on behalf of the named individual to our 401(k) Plan.

(4) Mr. Szekeres was appointed as President in June 2024. Pursuant to his executive employment agreement, his annual base salary was $500,000. The grant date fair value of the equity awards granted in 2024, as reflected under “Option Awards,” represents a new hire grant, as well as an annual grant for 2024 services awarded in December 2024. “All Other Compensation” listed for 2024 represents our matching contributions on behalf of the named individual to our 401(k) Plan.

(5) Ms. Peraza was appointed as Vice President of Finance in August 2024, at which time her annual base salary was $400,000. The grant date fair value of the equity awards granted in 2024, as reflected under “Option Awards,” represents a new hire grant, as well as an annual grant for 2024 services awarded in December 2024. “All Other Compensation” listed for 2024 represents our matching contributions on behalf of the named individual to our 401(k) Plan.

(6) Dr. Zheng ceased serving as our Chief Executive Officer on June 12, 2024, and thereafter served in a non-executive transitional role through December 31, 2024. Dr. Zheng did not earn a discretionary bonus under the annual cash incentive bonus program for 2024. “All Other Compensation” listed for 2024 includes $20,000 paid for legal, tax, and accounting fees and expenses incurred in connection with negotiating his transition agreement, severance of $1,528,262, which consists of (i) an amount equal to 12 months of his annual base salary, (ii) his target bonus for 2024, (iii) 18 months of COBRA premiums, and (iv) an amount related to certain stock option modifications, and $1,312 for matching contributions on behalf of the named individual to our 401(k) Plan. “All Other Compensation” listed for 2023 represents our matching contributions on behalf of the named individual to our 401(k) Plan.

(7) Dr. Pan ceased serving as our President on June 12, 2024 and thereafter served in a non-executive transitional role through December 31, 2024. Dr. Pan did not earn a discretionary bonus under the annual cash incentive bonus program for 2024. “All Other Compensation” listed for 2024 includes $20,000 paid for legal, tax, and accounting fees and expenses incurred in connection with negotiating his transition agreement, severance of $1,295,961, which consists of (i) an amount equal to 12 months of his annual base salary, (ii) his target bonus for 2024, (iii) 18 months of healthcare premiums, and (iv) an amount related to certain stock option modifications.

(8) Mr. Chan’s employment with the Company ended on September 13, 2024. Mr. Chan did not earn a discretionary bonus under the annual cash incentive bonus program for 2024. “All Other Compensation” listed for 2024 includes severance paid to Mr. Chan under his employment agreement of $460,950 which consists of an amount equal to nine months of his annual base salary of $329,250 and an amount equal to 75% of his target performance bonus of $131,700, as well as our matching contributions on behalf of the named individual to our 401(k) Plan. “All Other Compensation” listed for 2023 represents our matching contributions on behalf of the named individual to our 401(k) Plan.

Narrative to Summary Compensation Table

Annual Base Salary

The compensation of our Named Executive Officers is generally determined and approved by the Compensation Committee of our Board. The base salary payable to each Named Executive Officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, and responsibilities. Base salaries for our Named Executive Officers have generally been set at levels deemed necessary to attract and retain individuals with superior talents.

The initial base salaries for Dr. Quart, Mr. Szekeres, and Ms. Peraza were set by their employment agreements or offer letter in connection with their commencement of employment. The base salaries actually received by our Named Executive Officers for 2024 are reflected in the Summary Compensation Table above.

Performance Bonus Opportunity

In addition to base salaries, certain of our Named Executive Officers were eligible to receive annual cash bonuses in 2024. While the Compensation Committee considers our overall corporate achievement during the year, individual achievement is also considered and the final annual bonus payouts for 2024 remained within the discretion of the Compensation Committee or the Board.

For 2024, Dr. Quart, Mr. Szekeres, and Ms. Peraza had target bonuses of 55%, 50%, and 35% of their base salaries, respectively, and the annual bonuses paid to each of them based on the Compensation Committee’s evaluation of the Company’s achievements and their individual performance for 2024 are reflected in the Summary Compensation Table above. No discretionary annual bonuses for 2024 were awarded to Drs. Zheng or Pan or to Mr. Chan.

Equity-Based Incentive Awards

Our equity-based incentive awards are designed to align our interests and those of our shareholders with those of our employees, including our Named Executive Officers. The Board or the Compensation Committee is responsible for approving equity grants. Since our initial public offering and prior to 2024, we have granted equity awards under the terms of 2021 Plan. In connection with the new hire awards to Dr. Quart and Mr. Szekeres, our Board adopted the Inducement Plan. Stock options have an exercise price no less than the fair market value per share on the date of grant and vest over four years, with 25% vesting on the first anniversary of the date of grant, and then with respect to the remaining shares on a ratable monthly basis over the next three years, subject to their continuous service with the Company as of each applicable vesting date. The options granted to Dr. Quart, Mr. Szekeres, and Ms. Peraza are subject to potential accelerated vesting in connection with a qualifying termination of employment or change in control, as described below under the subsection titled “Employment Arrangements with our Current Named Executive Officers.”

The equity awards granted to our Named Executive Officers during 2024 that remained outstanding at December 31, 2024, are reflected in the Outstanding Equity Awards at Year End table below.

Outstanding Equity Awards at Year End

The following table provides information concerning outstanding stock options held by each Named Executive Officer as of December 31, 2024, in respect of ordinary shares:

(1) Options have a term of 10 years from the date of grant. Options vest over four years, with 25% vesting on the first anniversary of the date of grant, and then with respect to the remaining shares on a ratable monthly basis over the next three years, subject to each individual’s continuous service with the Company as of each applicable vesting date.

Agreements with Current Executive Officers

We have entered into employment agreements or offer letters with each of our current executive officers. The employment agreements or offer letters generally provide for at-will employment and set forth, among other things, the individual’s initial base salary, target bonus percentage, equity award grants, severance terms, and eligibility for employee benefits. In addition, each of our current executive officers has executed a form of our standard confidential information and invention assignment agreement. The material terms of the agreements or offer letters with our current executive officers are described below.

Employment Agreement with Barry D. Quart, Pharm.D.

Effective June 12, 2024, Connect Biopharm LLC entered into an employment agreement with Barry D. Quart, Pharm.D. setting forth the terms of his employment as the Chief Executive Officer of Connect Biopharm LLC and the Company. Pursuant to the agreement, Dr. Quart was entitled to an initial annual base salary of $650,000, which amount is subject to annual review by and at the sole discretion of the Board. Dr. Quart’s employment agreement provides that he may be eligible to earn an annual performance-based bonus with a target amount equal to 55% of his annual base salary. In addition, Dr. Quart is entitled to reimbursement of up to $10,000 for his expenses incurred in connection with relocating to San Diego.

Pursuant to his employment agreement, if we terminate Dr. Quart’s employment other than for cause or Dr. Quart terminates his employment for good reason (each as defined in his employment agreement), he is entitled to the following payments and benefits, subject (except as provided below) to his timely execution and non-revocation of a general release of claims in favor of the Company: (1) his fully earned but unpaid base salary and accrued and unused paid time off through the date of termination at the rate then in effect, any annual bonus payable for any prior calendar year (to the extent not previously paid), plus all other amounts under any compensation plan or practice to which he is entitled, (2) a payment equal to 18 months of his then-current base salary, payable in a lump sum payment 60 days following the termination date; (3) a payment equal to his target annual bonus for the calendar year in which the termination date occurs, payable in a lump sum payment 60 days following the termination date; (4) payment of the COBRA premiums for him and his eligible dependents until the earliest of (a) the expiration of 18 months following his termination date, (b) expiration of his eligibility for continuation coverage under COBRA, or (c) the date he becomes eligible for health insurance coverage in connection with his new employment; (5) 12 months of accelerated vesting of any outstanding time-based awards; and (6) 12 months’ extension of the post-termination exercise period of his outstanding stock options.

In the event that such termination occurs during the period beginning two (2) months prior to and ending twelve (12) months following a change in control of the Company (as defined in his employment agreement), in lieu of the benefits described above, Dr. Quart is entitled to the following payments and benefits, subject to his timely execution and non-revocation of a general release of claims in favor of the Company: (1) his fully earned but unpaid base salary and accrued and unused paid time off through the date of termination at the rate then in effect, any annual bonus payable for any prior calendar year (to the extent not previously paid), plus all other amounts under any compensation plan or practice to which he is entitled, (2) a payment equal to 24 months of his then-current base salary, payable in a lump sum payment 60 days following the termination date; (3) a payment equal to his target annual bonus for the calendar year in which the termination date occurs, payable in a lump sum payment 60 days following the termination date; (4) payment of the COBRA premiums for him and his eligible dependents until the earliest of (a) the expiration of 24 months following his termination date, (b) expiration of his eligibility for continuation coverage under COBRA, or (c) the date he becomes eligible for health insurance coverage in connection with his new employment; (5) 100% acceleration of all of his outstanding time-based awards effective as of the later of (i) the effective date of the release, or (ii) the date of such change in control (provided, that, the accelerated vesting of any stock awards that are performance-based shall be governed by the terms of the applicable equity plan and stock award agreement pursuant to which they were granted); and (6) 12 months’ extension of the post-termination exercise period of his outstanding stock options.

In the event we terminate Dr. Quart’s employment for cause, he terminates his employment without good reason, or upon his death or permanent disability, he is entitled to receive only his fully earned but unpaid base salary and accrued and unused paid time off through the date of termination at the rate then in effect, any annual bonus payable for any prior calendar year (to the extent not previously paid), plus all other amounts under any compensation plan or practice to which he is entitled.

Employment Agreement with David Szekeres

Effective June 12, 2024, Connect Biopharm LLC entered into an employment agreement with David Szekeres, setting forth the terms of his employment as the President of the Company. Pursuant to the agreement, Mr. Szekeres was entitled to an initial annual base salary of $500,000, which amount is subject to annual review by and at the sole discretion of the Board. Mr. Szekeres’s employment agreement provides that he may be eligible to earn an annual performance-based bonus with a target amount equal to 50% of his annual base salary.

Pursuant to his employment agreement, if we terminate Mr. Szekeres’s employment other than for cause or Mr. Szekeres terminates his employment for good reason (each as defined in his employment agreement), he is entitled to the following payments and benefits, subject (except as provided below) to his timely execution and non-revocation of a general release of claims in favor of the Company: (1) his fully earned but unpaid base salary and accrued and unused paid time off through the date of termination at the rate then in effect, any annual bonus payable for any prior calendar year (to the extent not previously paid), plus all other amounts under any compensation plan or practice to which he is entitled, (2) a payment equal to 18 months of his then-current base salary, payable in a lump sum payment 60 days following the termination date; (3) a payment equal to his target annual bonus for the calendar year in which the termination date occurs, payable in a lump sum payment 60 days following the termination date; (4) payment of the COBRA premiums for him and his eligible dependents until the earliest of (a) the expiration of 18 months following his termination date, (b) expiration of his eligibility for continuation coverage under COBRA, or (c) the date he becomes eligible for health insurance coverage in connection with his new employment; (5) 12 months of accelerated vesting of any outstanding time-based awards; and (6) 12 months’ extension of the post-termination exercise period of his outstanding stock options.

In the event that such termination occurs during the period beginning two (2) months prior to and ending twelve (12) months following a change in control of the Company (as defined in his employment agreement), in addition to the severance payments and benefits described above, Mr. Szekeres is entitled to 100% acceleration of all of his outstanding time-based awards effective as of the later of (1) the effective date of the release, or (2) the date of such change in control (provided, that, the accelerated vesting of any stock awards that are performance-based shall be governed by the terms of the applicable equity plan and stock award agreement pursuant to which they were granted).

In the event we terminate Mr. Szekeres’s employment for cause, he terminates his employment without good reason, or upon his death or permanent disability, he is entitled to receive only his fully earned but unpaid base salary and accrued and unused paid time off through the date of termination at the rate then in effect, any annual bonus payable for any prior calendar year (to the extent not previously paid), plus all other amounts under any compensation plan or practice to which he is entitled.

Offer Letter for Lisa Peraza, CPA

Effective August 7, 2024, Connect Biopharm LLC entered into an offer letter with Lisa Peraza, CPA, setting forth the terms of her employment as the Vice President, Finance of the Company. Pursuant to the offer letter, Ms. Peraza was entitled to an initial annual base salary of $400,000. Ms. Peraza’s offer letter provides that she may be eligible to earn an annual performance-based bonus with a target amount equal to 35% of her annual base salary.

Pursuant to her offer letter, if we terminate Ms. Peraza’s employment other than for cause or Ms. Peraza terminates her employment for good reason (each as defined in her offer letter), she is entitled to the following payments and benefits, subject (except as provided below) to her timely execution and non-revocation of a general release of claims in favor of the Company: (1) her fully earned but unpaid base salary and accrued and unused paid time off through the date of termination at the rate then in effect, plus all other amounts under any compensation plan or practice to which she is entitled, (2) a payment equal to (a) 9 months of her then-current base salary if such termination occurs outside of the twelve (12) month period following a change in control of the Company (as defined in her offer letter) (the “Change in Control Period”) or (b) 12 months of her then-current base salary if such termination occurs during the Change in Control Period, in either case payable in a lump sum payment within 10 days following the effective date of her release agreement; (3) a payment equal to (a) 75% of her target annual bonus for the calendar year in which the termination date occurs if such termination occurs outside of the Change in Control Period or (b) 100% of her target annual bonus for the calendar year in which the termination date occurs if such termination occurs during the Change in Control Period, in either case payable in a lump sum payment within 10 days following the effective date of her release agreement; and (4) payment of the COBRA premiums for her and her eligible dependents until the earliest of (a) the expiration of nine months following her termination date if such termination occurs outside of the Change in Control Period, or the expiration of 12 months following her termination date if such termination occurs during the Change in Control Period, (b) expiration of her eligibility for continuation coverage under COBRA, or (c) the date she becomes eligible for health insurance coverage in connection with her new employment.

In the event that such termination occurs during the Change in Control Period, in addition to the severance payments and benefits described above, Ms. Peraza is entitled to 100% acceleration of all of her outstanding time-based awards effective as of the date of the release (provided, that, the accelerated vesting of any stock awards that are performance- based shall be governed by the terms of the applicable equity plan and stock award agreement pursuant to which they were granted).

In the event we terminate Ms. Peraza’s employment for cause, she terminates her employment without good reason, or upon her death or permanent disability, she is entitled to receive only her fully earned but unpaid base salary and accrued and unused paid time off through the date of termination at the rate then in effect, plus all other amounts under any compensation plan or practice to which she is entitled.

Agreements with Former Executive Officers

Transition Agreements with Zheng Wei, Ph.D. and Wubin Pan, Ph.D.

Effective June 12, 2024, we entered into an employment transition agreement (the “Zheng Transition Agreement”) with Zheng Wei, Ph.D. Pursuant to the Zheng Wei Transition Agreement, Dr. Zheng agreed to serve as a non-executive employee in the role of Senior Advisor to the Company until the earlier of (i) December 31, 2024, or (ii) the date on which Dr. Zheng’s employment terminated. Dr. Zheng’s employment terminated on December 31, 2024. While Dr. Zheng continued to serve as Senior Advisor, he received a base salary of $539,000 per year, remained bonus eligible with the same target bonus opportunity, participated in the Company’s employee benefit plans, received reimbursements for reasonable out-of-pocket business expenses, was entitled to vacation or paid time off in accordance with applicable Company policy, and his equity awards continued to vest according to their terms. Under the Zheng Transition Agreement, upon his termination of employment he was eligible to receive the severance benefits described in the Summary Compensation Table above.

Effective July 25, 2024, we entered into an employment transition agreement (the “Pan Transition Agreement”) with Wubin Pan, Ph.D. Pursuant to the Pan Transition Agreement, Dr. Pan agreed to serve as a non-executive employee in the role of General Manager of Greater China Operations of the Company until the earlier of (i) December 31, 2024, or (ii) the date on which Dr. Pan’s employment terminated. While Dr. Pan continued to serve as General Manager of Greater China Operations, he received a base salary of $512,000 per year, remained bonus eligible with the same target bonus opportunity, participated in the Company’s employee benefit plans, received reimbursements for reasonable out-of-pocket business expenses, was entitled to vacation or paid time off in accordance with applicable Company policy, and his equity awards continued to vest according to their terms. Upon expiration of the Transition Period (as defined in the Pan Transition Agreement) and the release required under the Pan Transition Agreement becoming effective, Dr. Pan also received acceleration of 25% of the stock options underlying his annual equity award granted in 2024. Under the Pan Transition Agreement, upon his termination of employment he was eligible to receive the severance benefits described in the Summary Compensation Table above.

Other Elements of Compensation

Health and Welfare and Retirement Benefits; Perquisites

All of our current executive officers are eligible to participate in our employee benefit plans, including our medical, dental, vision, disability and life insurance plans, in each case on the same basis as all of our other employees. We generally do not provide perquisites or personal benefits to our executive officers except in limited circumstances.

401(k) Plan

Our current executive officers are eligible to participate in a defined contribution retirement plan that provides eligible employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees may defer eligible compensation on a pre-tax or after-tax (Roth) basis, up to the statutorily prescribed annual limits on contributions under the Internal Revenue Code of 1986, as amended. Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directors. The 401(k) plan is intended to be qualified under Section 401(a) of the Code and with 401(k) of the plan’s related trust intended to be exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan (except for Roth contributions) and earns on those contributions are not taxable to the employees until distributed from the 401(k) plan. Under our 401(k) plan, we make matching contributions of 50% up to 6%. Our Board may elect to adopt qualified or nonqualified benefit plans in the future, if it determines that doing so is in our best interests.

Nonqualified Deferred Compensation

We do not maintain nonqualified defined contribution plans or other nonqualified deferred compensation plans. Our Board may elect to provide our officers and other employees with non-qualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

Director Compensation

The table below shows, for the fiscal year ended December 31, 2024, information with respect to the compensation of all our non-employee directors.

*Dr. Chen and Mr. Huang were ineligible to receive compensation for their service as directors per our Non-Employee Director Compensation Program.

(1) The aggregate number of ordinary shares subject to outstanding stock options held by each director listed in the table above as of December 31, 2024 was as follows: no ordinary shares underlying stock options for Dr. Chen or Mr. Huang, 102,988 ordinary shares underlying stock options for Ms. Liu, 158,208 ordinary shares underlying stock options for Ms. Wilson, and 218,900 ordinary shares underlying stock options for Dr. Xanthopoulos.

(2) This column represents the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718 for stock options granted to the directors in 2024. The assumptions used in calculating the fair value of the stock options can be found under Note 9 to the Financial Statements in this Annual Report on Form 10-K. These amounts reflect the grant date fair value for these stock options and do not necessarily correspond to the actual value that will be realized by the directors.

Non-Employee Director Compensation Program

Our Board initially approved a Non-Employee Director Compensation Program effective January 1, 2022, which was amended as of January 30, 2024 (our “Director Compensation Program”). Under our Director Compensation Program, each of our eligible non-employee directors is paid a cash retainer for his or her service on our Board and an additional cash retainer for any service as a member of a committee of the Board. The chairperson of each committee receives a larger retainer than other members of such committee for his or her service as chairperson. Our lead independent director is also eligible to receive an additional retainer for such service. These retainers are payable in arrears in four equal quarterly installments not later than 30 days following the end of each calendar quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our Board. In 2024, each eligible non-employee director received cash retainers as follows: $40,000 for service as a director, $17,500 for service as Lead Independent Director, $15,000 for service as Chairperson of the Audit Committee, $7,500 for service as a member of the Audit Committee, $10,000 for service as Chairperson of the Compensation Committee, $7,500 for service as a member of the Compensation Committee, $10,000 for service as Chairperson of the Nominating and Corporate Governance Committee, and $7,500 for service as a member of the Nominating and Corporate Governance Committee. Additionally, following Dr. Xanthopoulos’s appointment as Chairman of the Board during 2024, the Board (excluding Dr. Xanthopoulos, who recused himself from the matter) determined to provide Dr. Xanthopoulos with an annual retainer in the amount of $40,000 for his service as Chairman of the Board, which he could elect to receive in the form of cash or, alternatively, in a stock option to purchase ordinary shares of the Company (the “Chairman Retainer”). In 2024, Dr. Xanthopoulos elected to receive the Chairman Retainer in the form of a stock option to purchase 46,512 ordinary shares of the Company vesting in full on the one-year anniversary of the applicable grant date, subject to Dr. Xanthopoulos’s continued service as a director.

Our Director Compensation Program further provides that any director who is representing, designated by, or affiliated with, an investor or a group of investors that owns beneficially 5% or more of outstanding ordinary shares of the Company shall not be eligible to receive any compensation in connection with his or her service on our Board. As a result, Dr. Chen and Mr. Huang were ineligible to receive any compensation in connection with their service on our Board for the fiscal year ended December 31, 2024.

Pursuant to our Director Compensation Program in effect for 2024, each non-employee director newly elected or appointed to the Board was entitled to receive an initial equity award as determined by the Board at the time of such initial election or appointment (each, an “Initial Option Award”).

Further, each eligible director who is serving on our Board as of the first trading day of March each calendar year beginning with calendar year 2024 is automatically granted on such date a stock option to purchase 26,450 ordinary shares of the Company (each, an “Annual Award”). Each Annual Award vests in full on the one-year anniversary of the applicable grant date, subject to the director’s continued service as a director.

Additionally, an eligible director who is serving as our Lead Independent Director as of the first trading day of March each calendar year is automatically granted on such date an additional stock option to purchase 7,090 ordinary shares of the Company (the “Lead Independent Director Award”). Each Lead Independent Director Award vests in full on the one-year anniversary of the applicable grant date, subject to the director’s continued service as a director.

The Chairman Retainer (if received in the form of a stock option to purchase ordinary shares of the Company), the Initial Option Awards, the Annual Awards and the Lead Independent Director Awards (together, the “Awards”) are granted under and are subject to the terms and provisions of the Equity Plan (as defined in the Director Compensation Program). In addition, each Award shall vest upon a Change in Control (as defined in the Equity Plan). The per share exercise price of each Award is equal to Fair Market Value (as defined in the Equity Plan) of an ordinary share on the date the Award is granted. The term of each Award is ten years from the date the Award is granted.

Risk Management Related to Compensation Policies and Practices

The Compensation Committee is responsible for the design and oversight of our compensation philosophy, policies, plans and practices, including ensuring that we appropriately align the interests of our executives and employees with our shareholders and that the elements of our compensation policies and practices do not encourage excessive risk-taking.

Clawback Policy

We have adopted a policy on the recovery of erroneously awarded incentive compensation that is compliant with the Nasdaq Listing Rules (our “Clawback Policy”). A copy of our Clawback Policy is filed with this Annual Report on Form 10-K as Exhibit 97 and is available on our website at www.connectbiopharm.com.

Equity Award Grant Practices

We do not have any formal policy that requires us to grant, or avoid granting, equity-based compensation to our executive officers at certain times. The Compensation Committee has historically approved grants of annual equity awardsin March of each year as part of our annual compensation cycle. The timing of any equity grants to newly-hired employees, including our executive officers, or in connection with promotions, or other non-routine grants is generally tied to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date). Any such grants to executive officers are generally approved at meetings of the Committee or the Board, except under extraordinary circumstances.

The Board and the Compensation Committeedo not time grants for the purpose of affecting the value of executive compensation and generally grant awards without regard to the share price or the timing of the release of material nonpublic information. For all stock option awards, the exercise price is no less than the closing price of our ADSs on the date of the grant.

The following table sets forth information for certain stock options granted to the Named Executive Officers during 2024. In the event an issuer grants stock options or option-like instruments within the period commencing four business days prior to and ending one business day following the filing by the Company of an Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K containing material nonpublic information as required under Item 402(x) of Regulation S-K, Item 402(x) of Regulation S-K requires tabular disclosure of certain information related to such awards. As a foreign private issuer during 2024, the Company did not file an Annual Report on Form 10-K, Quarterly Reports on Form 10-Q or Current Reports on Form 8-K; however, the table below is being provided because the stock option grants made to Dr. Quart and Mr. Szekeres in connection with the commencement of their employment during 2024 were granted on the same day as the filing by the Company of a Form 6-K containing material nonpublic information, including the disclosure of their appointments: