Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 24, 2026, Richard F. Pops, Chairman and Chief Executive Officer of Alkermes plc (the “Company”), notified the Company’s board of directors (the “Board”) of his decision to retire from his position of Chief Executive Officer, effective July 31, 2026, following a distinguished 35 years of service in this role.
To support the Company during this transition, Mr. Pops will serve as a Senior Advisor to the Company through December 31, 2026 (the “Senior Advisor Service Term”) and will remain on the Board, serving as non-executive Chairman.
The Board thanks Mr. Pops for his visionary leadership, his dedicated service and invaluable contributions to the Company’s growth and success, and his continued commitment to the Company through his transition and beyond.
On February 24, 2026, the Board appointed Blair C. Jackson, the Company’s current Executive Vice President, Chief Operating Officer, to serve as the Company’s Chief Executive Officer, effective August 1, 2026, following Mr. Pops’ retirement. Mr. Jackson, age 53, has served as the Company’s Executive Vice President, Chief Operating Officer since January 2021, leading the Company’s global operations, quality, information technology, business development and corporate planning functions. He also served as interim principal financial officer of the Company from February 2024 to September 2025. Prior to assuming his current position, Mr. Jackson served in various strategic, scientific and corporate roles of increasing responsibility within the Company, including most recently as Senior Vice President, Corporate Planning of Alkermes, Inc., a subsidiary of the Company, from July 2018 to January 2021. Mr. Jackson earned a Bachelor of Arts in Biochemistry from the University of Calgary, a Bachelor of Arts in Chemical Engineering and a Master of Business Administration from the University of Alberta, and a Master of Science in Chemical Engineering practice from the Massachusetts Institute of Technology.
Mr. Jackson has not entered into any material plan, contract, arrangement or amendment in connection with this appointment. There are no family relationships between Mr. Jackson and any director or executive officer of the Company or person nominated or chosen by the Company to become a director or executive officer of the Company, and Mr. Jackson does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are also no arrangements or understandings between Mr. Jackson and any other person pursuant to which Mr. Jackson was selected as an officer of the Company.
In connection with Mr. Pops’ retirement, on February 24, 2026, Mr. Pops entered into a letter agreement with the Company (the “Letter Agreement”) to memorialize the terms of his continued service as a Senior Advisor to the Company and non-executive Chairman of the Board. Pursuant to the Letter Agreement, Mr. Pops will be eligible to receive (i) a monthly cash retainer of $75,000 while serving as a Senior Advisor, (ii) a fiscal year 2026 annual cash bonus, expected to be paid in the first quarter of 2027, at the target level, pro-rated to reflect his service as Chief Executive Officer during fiscal year 2026, (iii) in lieu of a 2026 annual equity award, a time-based restricted stock unit award for fiscal year 2026, with a grant value of $2,687,500.00, which is consistent with Mr. Pops’ fiscal year 2025 annual equity incentive award, pro-rated to twelve-forty eighths (12/48) of such grant value to reflect Mr. Pops’ service during fiscal year 2026 through the Senior Advisor Service Term and scheduled to vest on December 31, 2026, and (iv) for his service as non-executive Chairman, an annual retainer of $40,000, pro-rated to reflect his term of service as non-executive Chairman. While serving on the Board, Mr. Pops’ outstanding equity awards will continue to vest in accordance with their terms based on his continued service relationship with the Company, and Mr. Pops will participate in the Company’s non-employee director cash compensation program. Upon the expiration of Mr. Pops’ service on the Board, (i) his outstanding time-based stock options that were scheduled to vest during the 21-month period following his service on the Board (the “Post-Service Vesting Period”) will vest, (ii) his performance-based stock options will remain outstanding during the Post-Service Vesting Period and will vest, if at all, based on actual performance (but will expire no later than the expiration date set forth in such stock options) and (iii) his 2025 performance-based restricted stock unit awards that were scheduled to vest during the Post-Service Vesting Period will remain outstanding and will vest, if at all, based on actual performance during the applicable performance period. In addition, upon the expiration of Mr. Pops’ service on the Board, the post-termination exercise periods of Mr. Pops’ outstanding stock options will be extended to the earlier of (i) the end of the Post-Service Vesting Period and (ii) the original expiration date of the applicable stock option. In the event of a change in control or sale event with respect to the Company following Mr. Pops’ service on the Board and prior to the end of
